Form 8-K
8-K — Liberty Capital Corp/NV
Accession: 0001104659-26-119664
Filed: 2026-10-28
Period: 2026-10-28
CIK: 0002057463
SIC: 4841 (CABLE & OTHER PAY TELEVISION SERVICES)
Item: Entry into a Material Definitive Agreement
Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item: Financial Statements and Exhibits
Documents
8-K — tm2628376d1_8k.htm (Primary)
EX-10.1 — EXHIBIT 10.1 (tm2628376d1_ex10-1.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K — FORM 8-K
8-K (Primary)
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2026-10-28
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): October 28, 2026
LIBERTY CAPITAL CORPORATION
(Exact name of registrant as specified in its
charter)
Nevada
001-42742
36-5128842
(State
or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(I.R.S.
Employer
Identification No.)
12300 Liberty Blvd.
Englewood, Colorado 80112
(Address of principal executive offices and zip
code)
Registrant's telephone number, including area
code: (720) 875-5900
Not Applicable
(Former name or former
address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol
Name
of each exchange on which registered
Series A GCI Group Common Stock
GLIBA
The Nasdaq Stock Market LLC
Series C GCI Group Common Stock
GLIBK
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. x
Item 1.01. Entry into a Material Definitive Agreement.
On October 28, 2026, GCI,
LLC (“GCI”), a wholly-owned subsidiary of Liberty Capital Corporation, a Nevada corporation (“Liberty Capital”),
entered into Amendment No. 3 to Ninth Amended and Restated Credit Agreement (the “Amendment No. 3”) by and among GCI, the
subsidiary guarantors party thereto, the incremental lenders party thereto, and Credit Agricole Corporate and Investment Bank, as administrative
agent, which amended GCI’s Ninth Amended and Restated Credit Agreement, dated as of March 25, 2025 (as amended, amended and restated,
or otherwise modified from time to time, including by the Amendment No. 3, the “Credit Agreement”), by and among GCI, the
subsidiary guarantors party thereto, the lenders party thereto, Credit Agricole Corporate and Investment Bank, as administrative agent,
and the other parties thereto, to add an incremental senior secured term A loan facility in an initial aggregate principal amount of $270
million (the “Incremental Term A-3 Loans”) that matures on October 28, 2031.
Incremental Term A-3 Loan
borrowings that are SOFR loans bear interest at a per annum rate equal to the applicable SOFR plus a margin that varies between 2.50%
and 3.25% depending on GCI’s total leverage ratio. As of the date hereof, the applicable SOFR margin for Incremental Term A-3 Loan
borrowings is 2.50%. Principal payments are due quarterly on the Incremental Term A-3 Loans equal to 0.25% of the original principal amount,
which may step up to 1.25% of the original principal amount of the Incremental Term A-3 Loans depending on GCI’s secured leverage
ratio. The Incremental Term A-3 Loans may be prepaid at any time and from time to time without penalty other than customary breakage costs.
Previously, on October 16,
2026, GCI amended the Credit Agreement to increase the availability under the $450 million revolving credit facility (the “Prior
Revolving Facility”) by $30 million to $480 million (the “Amended Revolving Facility”). All other terms of the Amended
Revolving Facility remained the same as those of the Prior Revolving Facility. Borrowings under the Amended Revolving Facility that are
SOFR loans bear interest at a per annum rate equal to the applicable SOFR plus a margin that varies between 1.50% and 2.25% depending
on GCI’s total leverage ratio. As of the date hereof, the applicable SOFR margin for Amended Revolving Facility borrowings is 1.50%.
The proceeds of the Incremental
Term A-3 Loans, together with borrowings under the Amended Revolving Facility and net of certain fees and expenses, were used on October
28, 2026 to fund the redemption of all of the approximately $451 million aggregate outstanding principal amount of GCI’s 4.750%
Senior Notes due 2028 (the “2028 Notes”). As a result of the full redemption of the 2028 Notes, the maturity dates for GCI’s
revolving credit facilities (including the Amended Revolving Facility) and Term A Loans (as defined in the Credit Agreement) that were
subject to an earlier maturity date of 91 days prior to the maturity date of any outstanding 2028 Notes have been extended to the later
maturity dates of (i) March 25, 2030 for revolving credit facilities and (ii) March 25, 2031 for Term A Loans.
The terms of the Credit Agreement
include customary representations and warranties, customary affirmative and negative covenants and customary events of default. At any
time after the occurrence of an event of default under the Credit Agreement, the lenders may, among other options, declare any amounts
outstanding under the Credit Agreement immediately due and payable and terminate any commitment to make further loans under the Credit
Agreement.
The obligations under the
Credit Agreement are secured by a security interest on substantially all of the assets of GCI and the subsidiary guarantors, as defined
in the Credit Agreement, and on the equity interests of GCI Holdings, LLC.
The foregoing description
of the Amendment No. 3 does not purport to be complete and is qualified in its entirety by the full text of the Amendment No. 3, a copy
of which is filed herewith as Exhibit 10.1 and the terms of which are incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 is hereby incorporated by
reference into this Item 2.03 in its entirety.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
10.1
Amendment No. 3 to Ninth Amended and Restated Credit Agreement, dated October 28, 2026, by and among GCI, LLC, the subsidiary guarantors
party thereto, the lenders party thereto, Credit Agricole Corporate and Investment Bank, as administrative agent, and the other parties
thereto
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: October 28, 2026
LIBERTY CAPITAL CORPORATION
By:
/s/ Brittany A. Uthoff
Name: Brittany A. Uthoff
Title: Vice President and Assistant Secretary
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: tm2628376d1_ex10-1.htm · Sequence: 2
Exhibit 10.1
AMENDMENT NO. 3 TO NINTH AMENDED AND RESTATED
CREDIT AGREEMENT
AMENDMENT NO. 3 TO NINTH
AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of October 28, 2026, by and among GCI, LLC
(the “Borrower”), the Subsidiary Guarantors, Ventures Holdco, LLC, Credit Agricole Corporate and Investment Bank,
as administrative agent (in such capacity, the “Administrative Agent”) and the 2026 Incremental Term A-3 Lenders (as
defined below).
W I T N E S S E T H :
WHEREAS, the Borrower, the
Lenders from time to time party thereto and the Administrative Agent, among others, are parties to that certain Ninth Amended and Restated
Credit Agreement, dated as of March 25, 2025 (as amended, restated, supplemented or otherwise modified prior to the date hereof,
the “Existing Credit Agreement”);
WHEREAS, pursuant to and
in accordance with Section 2.13 of the Existing Credit Agreement, the Borrower has requested to incur a new Class of Term Loans
in an aggregate principal amount of $270,000,000 (the “Incremental Term A-3 Loan Commitments”);
WHEREAS, the proceeds of
the Incremental Term A-3 Loan Commitments are intended to be used by the Borrower for (i) the retirement by repurchase or otherwise
of a portion of the Borrower’s existing 2028 Notes (the “2026 Refinancing”) and (ii) the payment of interest,
premiums and fees and expenses in connection with the 2026 Refinancing and this Amendment (collectively, the “Amendment No. 3
Transactions”); and
WHEREAS, the Borrower, Subsidiary
Guarantors, Ventures Holdco, the 2026 Incremental Term A-3 Lenders and the Administrative Agent have agreed, on the terms and conditions
set forth herein in accordance with Section 2.13 of the Existing Credit Agreement, to amend the Existing Credit Agreement as set
forth herein.
NOW, THEREFORE, in consideration
of the covenants and agreements contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Definitions.
Capitalized terms used but not otherwise defined in this Amendment have the same meanings as specified in the Amended Credit Agreement
(as defined below).
SECTION 2. Incremental
Commitments.
(a) On
the Amendment No. 3 Effective Date (as defined below), subject solely to the satisfaction (or waiver) of the conditions set forth
in Section 4 hereof, each Person that has executed this Amendment as a “2026 Incremental Term A-3 Lender” (each a “2026
Incremental Term A-3 Lender” and, collectively, the “2026 Incremental Term A-3 Lenders”) hereby agrees to
provide the 2026 Incremental Term A-3 Loan Commitments to the Borrower in an amount equal to the amount set forth opposite such 2026
Incremental Term A-3 Lender’s name on Schedule 1 hereto.
For the avoidance of doubt, the 2026
Incremental Term A-3 Loans shall constitute a separate Class of Term Loans from any other Term Loans outstanding as of the Amendment
No. 3 Effective Date.
(b) It
is understood and agreed that (i) this Amendment shall be deemed to constitute an “Incremental Amendment” as set forth
in Section 2.13 of the Existing Credit Agreement and (ii) from and after the funding thereof on the Amendment No. 3 Effective
Date, the 2026 Incremental Term A-3 Loans made pursuant to this Amendment shall be deemed to be “Term Loans” for purposes
of the Amended Credit Agreement. From and after the Amendment No. 3 Effective Date, each 2026 Incremental Term A-3 Lender shall
be bound by the provisions of the Credit Agreement as a “Lender” and a “Term Lender” holding Term Loans.
SECTION 3. Amendment
of Existing Credit Agreement. Subject to the terms and conditions set forth herein, (i) the Existing Credit Agreement is,
effective as of the Amendment No. 3 Effective Date, hereby amended to delete the stricken text (indicated textually in the same
manner as the following example: stricken text), and to add the double-underlined text
(indicated textually in the same manner as the following example: double-underlined
text) as set forth in the pages of the Existing Credit Agreement attached as Exhibit A hereto (the “Amended
Credit Agreement”) and (ii) Schedule 1.1A to the Existing Credit Agreement is, effective as of the Amendment No. 3
Effective Date, hereby amended by adding the tables attached as Schedule 1 hereto.
SECTION 4. Conditions
to Effectiveness of this Amendment. This Amendment (including the amendments set forth in Section 3 of this Amendment),
the obligation of the 2026 Incremental Term A-3 Lenders to make the Incremental Term A-3 Loans to the Borrower in an aggregate principal
amount equal to its Incremental Term A-3 Loan Commitment to the Borrower under the Amended Credit Agreement shall become effective as
of the first date (the “Amendment No. 3 Effective Date”) when each of the following conditions shall have been
satisfied (or waived by the Amendment No. 3 Lead Arranger):
(a) The
Administrative Agent (or its counsel) shall have received from (i) the Borrower, Ventures Holdco and the Subsidiary Guarantors,
(ii) the 2026 Incremental Term A-3 Lenders, and (iii) the Administrative Agent, either (1) counterparts of this Amendment
signed on behalf of such parties or (2) written evidence satisfactory to the Administrative Agent (which may include facsimile or
other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment.
(b) Immediately
before and after giving effect to, on, as of, and at the time of, the Amendment No. 3 Effective Date, (i) the representations
and warranties of the Loan Parties set forth in Section 5 hereof shall be true and correct in all material respects (other
than to the extent already qualified by materiality, in which case such representations and warranties shall be true and correct in all
respects) and (ii) the Administrative Agent shall have received a certificate of the Borrower dated the Amendment No. 3 Effective
Date to such effect in a form reasonably acceptable to the Administrative Agent, signed by a Responsible Officer of the Borrower.
2
(c) The
Administrative Agent shall have received the following executed legal opinions: (x) the legal opinion of O’Melveny &
Myers LLP, special counsel to the Loan Parties; (y) the legal opinion of Dillon Findley & Simonian, P.C., special Alaska
counsel to the Loan Parties; and (z) the legal opinion of the Borrower by Moira Smith, special internal Alaska counsel to the Loan
Parties, in each case, dated the Amendment No. 3 Effective Date, covering such matters as the Administrative Agent may reasonably
request and otherwise reasonably satisfactory to the Administrative Agent.
(d) The
Administrative Agent shall have received a certificate of each of the Loan Parties, dated the Amendment No. 3 Effective Date, substantially
in the form of Exhibit F to the Credit Agreement with appropriate insertions (or certifying that there have been no changes to such
insertions and attachments since the applicable certificate was delivered to the Administrative Agent on March 25, 2025 or, in the
case of SPITwSPOTS Inc., June 16, 2026 and, in the case of The Alaska Wireless Network, LLC, June 29, 2026) executed by a Responsible
Officer of each such Loan Party.
(e) The
Administrative Agent shall have received a solvency certificate signed by a Financial Officer on behalf of the Borrower dated the Amendment
No. 3 Effective Date (after giving effect to this Amendment and the transactions contemplated hereby on the Amendment No. 3
Effective Date) in form and substance reasonably satisfactory to the Amendment No. 3 Lead Arranger and Administrative Agent.
(f) The
Amendment No. 3 Lead Arranger and the Administrative Agent shall have received, at least three (3) Business Days prior to the
Amendment No. 3 Effective Date, all documentation and other information about the Loan Parties that shall have been reasonably requested
in writing at least ten (10) Business Days prior to the Amendment No. 3 Effective Date and that the Administrative Agent or
the Amendment No. 3 Lead Arranger have reasonably determined is required by United States regulatory authorities under applicable
“know your customer” and anti-money laundering rules and regulations, including, without limitation, Title III of the
USA PATRIOT Act and the Beneficial Ownership Regulation.
(g) [reserved].
(h) The
Administrative Agent shall have received payment or reimbursement, in immediately available funds, of all reasonable and documented fees
and expenses of counsel to the Administrative Agent and the Amendment No. 3 Lead Arranger then due and payable in connection with
this Amendment as agreed in writing by the Borrower, in each case to the extent invoiced to the Borrower at least three (3) Business
Days prior to the Amendment No. 3 Effective Date.
(i) The
Borrower shall have paid in full or, substantially concurrently with the satisfaction of the other conditions precedent set forth in
this Section 4, shall pay in full the Amendment No. 3 Lead Arranger, any other titled banks and the Administrative Agent
(on behalf of the 2026 Incremental Term A-3 Lenders), as applicable, any fees in the amounts previously agreed in writing by the Borrower
to be received by such parties on the Amendment No. 3 Effective Date.
3
(j) The
Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that
the 2026 Incremental Term A-3 Lenders make the 2026 Incremental Term A-3 Loans to the Borrower on the Amendment No. 3 Effective
Date.
(k) The
Administrative Agent shall have received the certificate described in clause (c) of the definition of “Applicable Margin”
dated the Amendment No. 3 Effective Date, signed by a Responsible Officer of the Borrower and in a form reasonably acceptable to
the Administrative Agent.
(l) The
Borrower shall have delivered to any 2026 Incremental Term A-3 Lender that requests its 2026 Incremental Term A-3 Loans be evidenced
by a Note at least three (3) Business Days prior to the Amendment No. 3 Effective Date, a Note payable to such 2026 Incremental
Term A-3 Lender.
The Administrative Agent shall
notify the Borrower and the Lenders of the Amendment No. 3 Effective Date, and such notice shall be conclusive and binding.
SECTION 5. Representations
and Warranties. To induce the other parties hereto to enter into this Amendment, each Loan Party represents and warrants to each
of the 2026 Incremental Term A-3 Lender and the Administrative Agent that, as of the Amendment No. 3 Effective Date (after giving
effect to this Amendment and the transactions contemplated hereby on the Amendment No. 3 Effective Date):
(a) This
Amendment has been duly authorized, executed and delivered by each Loan Party and constitutes, and the Amended Credit Agreement will
constitute, its legal, valid and binding obligation, enforceable against each of the Loan Parties in accordance with its terms, subject
to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject
to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and implied covenants of good
faith and fair dealing.
(b) The
representations and warranties of each Loan Party set forth in the Loan Documents (as defined in the Amended Credit Agreement) are, after
giving effect to this Amendment, true and correct in all material respects on and as of such date, except (i) to the extent such
representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct
in all material respects as of such earlier date) and (ii) to the extent already qualified by materiality, in which case such representations
and warranties shall be true and correct in all respects.
(c) No
Default shall or would exist immediately before or immediately after giving effect to this Amendment.
SECTION 6. Effect
of Amendment; Reaffirmation.
(a) Except
as expressly set forth herein (including the Amended Credit Agreement), this Amendment shall not, by implication or otherwise, limit,
impair, constitute a waiver of, or otherwise affect the rights and remedies of, the Lenders or the Administrative Agent under the Credit
Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects
and shall continue in full force and effect. This Amendment shall not constitute a novation of obligations under the Credit Agreement
or any other Loan Document. Except as expressly set forth herein (including the Amended Credit Agreement), nothing herein shall entitle
any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants
or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.
4
(b) On
and after the Amendment No. 3 Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,”
“hereof,” “herein” or words of like import, and each reference to the “Credit Agreement,” “thereunder,”
“thereof,” “therein” or words of like import in any other Loan Document, shall be deemed a reference to the Credit
Agreement. This Amendment shall constitute a “Loan Document” for all purposes of the Amended Credit Agreement and the other
Loan Documents.
(c) Each
of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in any other similar capacity in which such Loan Party has granted
liens or security interests in its property or otherwise acted as accommodation party or guarantor, as the case may be, hereby (i) ratifies
and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is
a party (after giving effect to this Amendment) and (ii) to the extent such Loan Party granted liens on or security interests in
any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrower’s Obligations under
or with respect to the Loan Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and
agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby (after giving effect to this
Amendment).
SECTION 7. Miscellaneous.
(a) This
Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when
so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.
Delivery of any executed counterpart of a signature page to this Amendment by facsimile transmission or other electronic transmission
(including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic
Signatures and Records Act or other applicable law, e.g., www.docusign.com) shall be effective as delivery of a manually executed counterpart
hereof.
(b) THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK.
5
(c) The
headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
(d) The
provisions set forth in Section 10.3 of the Credit Agreement, the second paragraph of Section 10.9 of the Credit Agreement
and Section 10.10 of the Credit Agreement are each hereby incorporated mutatis mutandis with all references to the “Agreement”
therein being deemed references to this Amendment.
[Signatures on following pages.]
6
IN WITNESS WHEREOF,
each of the undersigned has caused its duly authorized officer to execute and deliver this Amendment as of the date first set forth above.
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Administrative Agent
By:
/s/ Daven Popat
Name:
Daven Popat
Title:
Managing Director
By:
/s/ Wudasse Zaudou
Name:
Wudasse Zaudou
Title:
Director
BORROWER:
GCI, LLC
By:
/s/ Peter J. Pounds
Name:
Peter J. Pounds
Title:
Senior Vice President/Finance
GUARANTORS:
GCI HOLDINGS, LLC
By:
/s/ Peter J. Pounds
Name:
Peter J. Pounds
Title:
Senior Vice President, Chief Financial Officer & Treasurer
GCI CABLE, INC.
GCI COMMUNICATION CORP.
By:
/s/ Peter J. Pounds
Name:
Peter J. Pounds
Title:
Senior Vice President, Chief Financial Officer, Secretary & Treasurer
GCI WIRELESS HOLDINGS, LLC
By:
/s/ Peter J. Pounds
Name:
Peter J. Pounds
Title:
Chief Financial Officer, Treasurer & Secretary
POTTER VIEW DEVELOPMENT CO., INC.
By:
/s/ Peter J. Pounds
Name:
Peter J. Pounds
Title:
Secretary & Treasurer
[GCI – Signature Page to Amendment
No. 3 to Ninth Amended and Restated Credit Agreement]
CYCLE 30, INC.
GCI NADC LLC
GCI SADC LLC
DENALI MEDIA HOLDINGS, CORP.
BBN, INC.
SUPERVISION, INC.
INTEGRATED LOGIC LLC
KODIAK KENAI FIBER LINK, INC.
KODIAK-KENAI CABLE COMPANY, LLC
By:
/s/ Peter J. Pounds
Name:
Peter J. Pounds
Title:
Treasurer
GCI FIBER COMMUNICATION CO., INC.
By:
/s/ Peter J. Pounds
Name:
Peter J. Pounds
Title:
Secretary
BORTEK, LLC
By:
GCI HOLDINGS, LLC, its sole member
By:
/s/ Peter J. Pounds
Name:
Peter J. Pounds
Title:
Senior Vice President, Chief Financial Officer, Secretary &
Treasurer
THE ALASKA WIRELESS NETWORK, LLC
By:
/s/ Peter J. Pounds
Name:
Peter J. Pounds
Title:
Senior Vice President & Chief Financial Officer
[GCI – Signature Page to
Amendment No. 3 to Ninth Amended and Restated Credit Agreement]
ALASKA UNITED FIBER SYSTEM PARTNERSHIP
By: GCI COMMUNICATION CORP., its general partner
By:
/s/ Peter J. Pounds
Name:
Peter J. Pounds
Title:
Senior Vice President, Chief Financial Officer, Secretary &
Treasurer
By: GCI HOLDINGS, LLC, its general partner
By:
/s/ Peter J. Pounds
Name:
Peter J. Pounds
Title:
Senior Vice President, Chief Financial Officer, Secretary &
Treasurer
VENTURES HOLDCO, LLC
By:
/s/ Brittany A. Uthoff
Name:
Brittany A. Uthoff
Title:
Vice President and Assistant Secretary
SPITWSPOTS INC.
By:
/s/ Aaron Larson
Name:
Aaron Larson
Title:
President and Chief Executive Officer
[GCI – Signature Page to
Amendment No. 3 to Ninth Amended and Restated Credit Agreement]
CoBank, ACB, as 2026 Incremental Term A-3 Lender
By:
/s/ K. Cameron Dawkins
Name:
K. Cameron Dawkins
Title:
Managing Director
[GCI – Signature Page to
Amendment No. 3 to Ninth Amended and Restated Credit Agreement]
Bank of America, N.A., as 2026 Incremental Term A-3
Lender
By:
/s/ Erron Powers
Name:
Erron Powers
Title:
Managing Director
[GCI – Signature Page to
Amendment No. 3 to Ninth Amended and Restated Credit Agreement]
Capital One, National Association, as 2026 Incremental
Term A-3 Lender
By:
/s/ Denis Cronin
Name:
Denis Cronin
Title:
Duly Authorized Signatory
[GCI – Signature Page to
Amendment No. 3 to Ninth Amended and Restated Credit Agreement]
Wells Fargo Bank, National Association, as 2026 Incremental
Term A-3 Lender
By:
/s/ Chris Harbutt
Name:
Chris Harbutt
Title:
Executive Director
[GCI – Signature Page to
Amendment No. 3 to Ninth Amended and Restated Credit Agreement]
SCHEDULE 1
Commitments
2026 Incremental Term
A-3 Lender
2026
Incremental Term A-3
Loan Commitment
CoBank,
ACB
$ 165,000,000
Bank of America,
N.A.
$ 50,000,000
Capital One, National
Association
$ 30,000,000
Wells Fargo Bank,
National Association
$ 25,000,000
Total:
$ 270,000,000
EXHIBIT A
Amended Credit Agreement
[See attached]
Exhibit A
NINTH AMENDED AND RESTATED CREDIT AND GUARANTEE
AGREEMENT
dated as of March 25, 2025
as amended by
Amendment No. 1, dated as of June 29, 2026 and,
Amendment No. 2, dated as of October 16, 2026 and Amendment No. 3,
dated as of October 28, 2026
among
GCI, LLC,
as Borrower,
the Subsidiary Guarantors party hereto,
the Lenders party hereto,
and
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,
as Administrative Agent
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,
JPMORGAN CHASE BANK, N.A.,
WELLS FARGO SECURITIES, LLC,
BOFA SECURITIES, INC.,
CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK
BRANCH
MUFG BANK, LTD.,
TD SECURITIES (USA) LLC
and
COBANK, ACB,
as Joint Lead Arrangers and Joint Book Runners
for the Revolving Loans,
and
JPMORGAN CHASE BANK, N.A.
and
WELLS FARGO SECURITIES, LLC,
as Co-Syndication Agents for the Revolving
Loans,
and
BOFA SECURITIES, INC.,
CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK
BRANCH,
MUFG BANK, LTD.,
TD SECURITIES (USA) LLC
and
COBANK, ACB,
as Co-Documentation Agents for the Revolving
Loans,
and
GOLDMAN SACHS BANK USA,
MIZUHO BANK, LTD,
MORGAN STANLEY SENIOR FUNDING, INC.,
SOCIÉTÉ GÉNÉRALE
and
NORTHRIM BANK,
as Co-Managers for the Revolving Loans,
and
COBANK, ACB,
as Sole Lead
Arranger and Sole Book Runner for the Term A Loans, the 2026 Incremental Term A-1 Loans, the 2026 Incremental Term A-2 Loans,
the 2026 Incremental Term A-3 Loans and the 2026 Incremental Revolving Commitments
TABLE OF CONTENTS
Page
ARTICLE
1 DEFINITIONS
5
Section 1.1
Defined Terms
5
Section 1.2
Classification of Loans and Borrowings
70
Section 1.3
Terms Generally
71
Section 1.4
Accounting Terms; GAAP
71
Section 1.5
Divisions
71
Section 1.6
Certain Calculations and Tests
72
Section 1.7
Limited Condition Acquisitions
73
Section 1.8
Cumulative Credit Transactions
75
Section 1.9
Cashless Roll
75
Section 1.10
Certain Baskets
75
Section 1.11
Effect of this Agreement on the Existing Credit Agreement
and the Other Existing Loan Documents
76
ARTICLE
2 THE CREDITS
77
Section 2.1
Commitments and Loans
77
Section 2.2
Loans and Borrowings
78
Section 2.3
Requests for Borrowings
79
Section 2.4
Funding of Borrowings
80
Section 2.5
Termination and Reduction of Commitments
81
Section 2.6
Repayment of Loans
82
Section 2.7
Prepayment of Loans
84
Section 2.8
Evidence of Debt
88
Section 2.9
Letters of Credit
89
Section 2.10
Swingline Loans
95
Section 2.11
Payments Generally; Pro Rata Treatment; Sharing of
Setoffs
97
Section 2.12
Defaulting Lenders
98
Section 2.13
Incremental Facilities
101
Section 2.14
Refinancing Amendments
109
Section 2.15
Extensions of Term Loans and Revolving Commitments
110
Section 2.16
MIRE Events
112
ARTICLE
3 INTEREST, FEES, YIELD PROTECTION, ETC.
113
Section 3.1
Interest
113
Section 3.2
Interest Elections
114
Section 3.3
Fees
115
Section 3.4
Inability to Determine Rates
116
Section 3.5
Increased Costs; Illegality
117
Section 3.6
Break Funding Payments
119
Section 3.7
Taxes
120
Section 3.8
Mitigation Obligations
123
Section 3.9
Replacement of Lenders
123
Section 3.10
Benchmark Replacement Setting
124
ARTICLE 4 REPRESENTATIONS
AND WARRANTIES
125
Section 4.1
Organization; Powers
125
Section 4.2
Authorization; Enforceability
126
Section 4.3
Governmental Approvals; No Conflicts
126
Section 4.4
Financial Condition
126
Section 4.5
Properties
127
Section 4.6
Litigation and Environmental Matters
127
Section 4.7
Compliance with Laws and Agreements
128
Section 4.8
Franchises, FCC, State PUC and Certain Copyright Matters
128
Section 4.9
Investment Company Status
129
Section 4.10
Taxes
129
Section 4.11
ERISA
129
Section 4.12
Disclosure
130
Section 4.13
Subsidiaries
130
Section 4.14
Insurance
130
Section 4.15
Labor Matters
130
Section 4.16
Solvency
131
Section 4.17
Federal Reserve Regulations
131
Section 4.18
Use of Proceeds
131
Section 4.19
Anti-Corruption Laws and Sanctions; Anti-Terrorism
Laws
132
ARTICLE
5 CONDITIONS
132
Section 5.1
Initial Conditions
132
Section 5.2
Conditions to Future Credit Events
132
ARTICLE
6 AFFIRMATIVE COVENANTS
134
Section 6.1
Financial Statements and Other Information
134
Section 6.2
Notices of Material Events
137
Section 6.3
Existence; Conduct of Business
137
Section 6.4
Payment and Performance of Obligations
138
Section 6.5
Maintenance of Properties
138
Section 6.6
Books and Records; Inspection Rights
138
Section 6.7
Compliance with Laws
138
Section 6.8
Environmental Compliance
139
Section 6.9
Insurance
139
Section 6.10
Casualty and Condemnation
139
Section 6.11
Additional Subsidiaries
140
Section 6.12
Information Regarding Collateral
140
Section 6.13
Further Assurances
141
Section 6.14
Use of Proceeds
142
Section 6.15
Maintenance of Ratings
142
Section 6.16
Designation of Subsidiaries
142
Section 6.17
CoBank Equity and Security
144
ARTICLE
7 NEGATIVE COVENANTS
145
Section 7.1
Indebtedness
145
Section 7.2
Liens
149
Section 7.3
Fundamental Changes
151
Section 7.4
Investments
153
Section 7.5
Acquisitions
155
ii
Section 7.6
[Reserved]
157
Section 7.7
Dispositions
157
Section 7.8
Restricted Payments
159
Section 7.9
Prepayments
162
Section 7.10
Transactions with Affiliates
162
Section 7.11
Restrictive Agreements
163
Section 7.12
[Reserved]
164
Section 7.13
Amendment of Material Documents
164
Section 7.14
[Reserved]
164
Section 7.15
First Lien Leverage Ratio
164
ARTICLE
8 EVENTS OF DEFAULT
165
Section 8.1
Events of Default
165
Section 8.2
Borrower’s Right to Equity Cure
168
Section 8.3
Borrower’s Right to Cure Generally
168
ARTICLE
9 THE ADMINISTRATIVE AGENT
169
ARTICLE
10 MISCELLANEOUS
174
Section 10.1
Notices
174
Section 10.2
Waivers; Amendments
175
Section 10.3
Expenses; Indemnity; Damage Waiver
178
Section 10.4
Successors and Assigns
180
Section 10.5
Survival
185
Section 10.6
Counterparts; Integration; Effectiveness
185
Section 10.7
Severability
186
Section 10.8
Right of Setoff
186
Section 10.9
Governing Law; Waiver of Jury Trial
186
Section 10.10
Submission To Jurisdiction; Waivers
187
Section 10.11
Headings
187
Section 10.12
Interest Rate Limitation
188
Section 10.13
Patriot Act and Beneficial Ownership Regulation
188
Section 10.14
Confidentiality
188
Section 10.15
Acknowledgment Regarding Any Supported QFCs
189
Section 10.16
No Fiduciary Duty
191
Section 10.17
[Reserved]
191
Section 10.18
Acknowledgement and Consent to Bail-In of Affected
Financial Institutions
191
Section 10.19
Certain ERISA Matters
192
Section 10.20
Erroneous Payments
193
Section 10.21
Intercreditor Agreement
195
ARTICLE 11 GUARANTEE
196
Section 11.1
Guarantee; Fraudulent Transfer, Etc.; Contribution
196
Section 11.2
Obligations Not Waived
197
Section 11.3
Security
198
Section 11.4
No Discharge or Diminishment of Guarantee
198
Section 11.5
Defenses of Borrower Waived
198
Section 11.6
Agreement to Pay; Subordination
199
Section 11.7
Information
199
Section 11.8
Termination
199
Section 11.9
Additional Guarantors
200
Section 11.10
Keepwell
200
iii
EXHIBITS:
Exhibit A
Form of Assignment and Acceptance
Exhibit B-1
Form of Revolving Loan Note
Exhibit B-2
Form of Swingline Note
Exhibit B-3
Form of Term A Loan Note
Exhibit C
Form of Borrowing Request
Exhibit D
Form of Interest Election Request
Exhibit E
Auction Procedures
Exhibit F
Form of Closing Certificate
Exhibit G
Form of Compliance Certificate
Exhibit H
Form of Guarantee Supplement
Exhibit I
Form of Revolving Increase Supplement
SCHEDULES:
Schedule 1.1A
Commitments
Schedule 1.1B
Excluded Subsidiaries
Schedule 1.1C
List of Voting Participants
Schedule 4.6
Disclosed Matters
Schedule 4.8
List of Matters Affecting Authorizations
Schedule 4.13
List of Subsidiaries
Schedule 6.16
List of Unrestricted Subsidiaries
Schedule 7.1
List of Existing Indebtedness
Schedule 7.2
List of Existing Liens
Schedule 7.4
List of Existing Investments
Schedule 7.10
List of Agreements with Affiliates
Schedule 7.11
List of Existing Restrictions
iv
NINTH AMENDED AND RESTATED
CREDIT AND GUARANTEE AGREEMENT, dated as of March 25, 2025 (as amended by Amendment No. 1, dated as of June 29, 2026 and,
Amendment No. 2, dated as of October 16, 2026) and
Amendment No. 3, dated as of October 28, 2026), among GCI, LLC, the GUARANTORS party hereto, the LENDERS party hereto,
and CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Administrative Agent.
RECITALS
WHEREAS, on October 15,
2021, the Eighth Amended and Restated Credit Agreement and Guarantee Agreement (as amended by that certain Amendment Agreement No.1,
dated as of June 12, 2023, and as amended, restated, amended and restated, supplemented or otherwise modified prior to the Amendment
Effective Date, the “Existing Credit Agreement”) was entered into among the Borrower, the Guarantors (as defined in
the Existing Credit Agreement), the Administrative Agent, and the Lenders (as defined in the Existing Credit Agreement);
WHEREAS, the parties to the
Existing Credit Agreement have agreed to amend and restate the Existing Credit Agreement in all respects as provided in this Agreement,
effective upon satisfaction of certain conditions precedent set forth in the Amendment Agreement;
WHEREAS, the Borrower has requested
that (a) upon the satisfaction in full (or waiver by the Amendment No. 1 Lead Arranger) of the conditions to funding set forth
in Section 4 of Amendment No. 1 on the Amendment 1 Effective Date, the 2026 Incremental Term A-2 Lender shall make term loans
to the Borrower in an aggregate principal amount of $300,000,000 and,
(b) upon the satisfaction in full (or waiver by the Amendment No. 1 Lead Arranger) of the conditions set forth in Section 5.3
of this Agreement, (x) the 2026 Incremental Term A-1 Lender shall make term loans to the Borrower in an aggregate principal amount
of $155,000,000 and (y) the 2026 Incremental Revolving Lender shall provide the 2026 Incremental Revolving Commitments to the Borrower.
and (c) upon the satisfaction in full (or waiver by
the Amendment No. 3 Lead Arranger) of the conditions to funding set forth in Section 4 of Amendment No. 3 on the Amendment
3 Effective Date, the 2026 Incremental Term A-3 Lenders shall make term loans to the Borrower in an aggregate principal amount of $270,000,000.
NOW, THEREFORE, in consideration
of the premises and the agreements hereinafter set forth and for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree that on the Amendment Effective Date, the Existing Credit Agreement shall be
amended and restated in its entirety as follows:
ARTICLE 1
DEFINITIONS
Section 1.1 Defined
Terms.
As used in this Agreement,
the following terms have the meanings specified below:
5
“2026
Incremental Revolving Commitment” means, as to each 2026 Incremental Revolving Lender, the commitment of such 2026 Incremental
Revolving Lender to make or maintain 2026 Incremental Revolving Loans and to acquire participation in Letters of Credit under the 2026
Incremental Revolving Facility in an aggregate principal amount not to exceed the amount set forth opposite such 2026 Incremental Revolving
Lender’s name on Schedule 1 to Amendment No. 1 under the caption “2026 Incremental Revolving Commitment” as such
amount may be adjusted from time to time in accordance with this Agreement. As of the Amendment No. 1 Effective Date, the initial
aggregate principal amount of the 2026 Incremental Revolving Commitments is $25,000,000 (solely for the issuance of Letters of Credit
and not available to be drawn as Revolving Loans other than pursuant to Section 2.9(e) hereof); provided that the 2026
Incremental Revolving Commitments shall not constitute “Revolving Commitments” hereunder until, and subject to the occurrence
of, the Amendment No. 1 Funding Date.
“2026 Incremental
Revolving Facility” means the 2026 Incremental Revolving Commitments and the outstanding 2026 Incremental Revolving Loans thereunder.
“2026 Incremental
Revolving Facility Maturity Date” means March 25, 2030 (the “Initial 2026 Incremental Revolving Facility Maturity
Date”); provided that if as of the date that is 91 days prior to the maturity date of the 2028 Notes (or any Indebtedness
(other than borrowings under the Existing Revolving Facility, the 2026 Incremental Revolving Facility or any other Revolving Commitments
or Indebtedness incurred pursuant to Section 7.1(o)) that refinances any of the 2028 Notes and has a maturity date that is 91 days
prior the Initial 2026 Incremental Revolving Facility Maturity Date) (such date, the “2026 Incremental Revolving Facility Springing
Maturity Date”), any 2028 Notes remain outstanding, then the 2026 Incremental Revolving Facility Maturity Date shall be the
2026 Incremental Revolving Facility Springing Maturity Date.
“2026 Incremental
Revolving Lender” means a Lender with a 2026 Incremental Revolving Commitment or an outstanding 2026 Incremental Revolving
Loan.
“2026 Incremental
Revolving Loans” means the revolving loans made by the 2026 Incremental Revolving Lenders pursuant to Section 2.1(e) hereof.
“2026 Incremental
Term A-1 Lender” means a Lender with a 2026 Incremental Term A-1 Loan Commitment or an outstanding 2026 Incremental Term A-1
Loan.
“2026
Incremental Term A-1 Loan Commitment” means, as to each 2026 Incremental Term A-1 Lender, its obligation to make 2026 Incremental
Term A-1 Loans to the Borrower pursuant to Amendment No. 1 and this Agreement on the Amendment No. 1 Funding Date in an aggregate
principal amount not to exceed the amount set forth opposite such 2026 Incremental Term A-1 Lender’s name on Schedule 1 to Amendment
No. 1 under the caption “2026 Incremental Term A-1 Loan Commitment” as such amount may be adjusted from time to time
in accordance with this Agreement. As of the Amendment No. 1 Effective Date, the initial aggregate principal amount of the 2026
Incremental Term A-1 Loan Commitments is $155,000,000; provided that the 2026 Incremental Term A-1 Loan Commitments shall
not constitute “Commitments” hereunder until, and subject to the occurrence of, the Amendment No. 1 Funding Date.
6
“2026 Incremental
Term A-1 Loan Maturity Date” means the earlier of (i) the date that is five (5) years after the Amendment No. 1
Funding Date and (ii) December 15, 2031.
“2026 Incremental
Term A-1 Loans” means the term loans made by the 2026 Incremental Term A-1 Lenders on the Amendment No. 1 Funding Date
pursuant to Section 2.1(c) hereof .
“2026 Incremental
Term A-2 Lender” means a Lender with a 2026 Incremental Term A-2 Loan Commitment or an outstanding 2026 Incremental Term A-2
Loan.
“2026 Incremental
Term A-2 Loan Commitment” means, as to each 2026 Incremental Term A-2 Lender, its obligation to make 2026 Incremental Term
A-2 Loans to the Borrower pursuant to Amendment No. 1 and this Agreement on the Amendment No. 1 Effective Date in an aggregate
principal amount not to exceed the amount set forth opposite such 2026 Incremental Term A-2 Lender’s name on Schedule 1 to Amendment
No. 1 under the caption “2026 Incremental Term A-2 Loan Commitment” as such amount may be adjusted from time to time
in accordance with this Agreement. As of the Amendment No. 1 Effective Date, the initial aggregate principal amount of the 2026
Incremental Term A-2 Loan Commitments is $300,000,000.
“2026 Incremental
Term A-2 Loan Maturity Date” means the date that is five (5) years after the Amendment No. 1 Effective Date.
“2026
Incremental Term A-2 Loans” means the term loans made by the 2026 Incremental Term A-2 Lender on the Amendment No. 1
Effective Date pursuant to Section 2.1(d).
“2026
Incremental Term A-3 Lender” means a Lender with a 2026 Incremental Term A-3 Loan Commitment or an outstanding 2026 Incremental
Term A-3 Loan.
“2026
Incremental Term A-3 Loan Commitment” means, as to each 2026 Incremental Term A-3 Lender, its obligation to make 2026 Incremental
Term A-3 Loans to the Borrower pursuant to Amendment No. 3 and this Agreement on the Amendment No. 3 Effective Date in an aggregate
principal amount not to exceed the amount set forth opposite such 2026 Incremental Term A-3 Lender’s name on Schedule 1 to Amendment
No. 3 under the caption “2026 Incremental Term A-3 Loan Commitment” as such amount may be adjusted from time to time
in accordance with this Agreement. As of the Amendment No. 3 Effective Date, the initial aggregate principal amount of the 2026
Incremental Term A-3 Loan Commitments is $270,000,000.
“2026
Incremental Term A-3 Loan Maturity Date” means the date that is five (5) years after the Amendment No. 3 Effective Date.
“2026
Incremental Term A-3 Loans” means the term loans made by the 2026 Incremental
Term A-3 Lender on the Amendment No. 3 Effective Date pursuant to Section 2.1(f).
“2028 Notes”
means the 4.750% Senior Notes due 2028 of the Borrower.
7
“ABR”, when
used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.
“Acquisition”
has the meaning set forth in Section 7.5.
“Additional Incremental
Lender” means, at any time, any bank, other financial institution or institutional lender or investor that, in any case, is
not an existing Lender and that agrees to provide any portion of any Incremental Loan in accordance with Section 2.13; provided
that, in the case of Incremental Revolving Commitments, (x) the approval of the Administrative Agent is obtained, such approval
not to be unreasonably withheld, conditioned or delayed, in each case solely to the extent that any such consent would be required for
an assignment to such Additional Incremental Lender under Section 10.4(b)(iii)(B) and (y) the approval of the Swingline
Lender and the Issuing Bank are obtained, such approval not to be unreasonably withheld, conditioned or delayed, in each case solely
to the extent such consent would be required for any assignment to such Additional Incremental Lender under Section 10.4(b)(iii)(C).
“Additional Refinancing
Lender” shall mean, at any time, any bank, financial institution or other institutional lender or investor that agrees to provide
any portion of Credit Agreement Refinancing Debt pursuant to a Refinancing Amendment in accordance with Section 2.14; provided
that each Additional Refinancing Lender shall be subject to the approval of (i) in the case of Credit Agreement Refinancing Debt
in the form of revolving commitments under this Agreement, the Administrative Agent, such approval not to be unreasonably withheld or
delayed, to the extent that each such Additional Refinancing Lender is not then an existing Lender, an Affiliate of a then existing Lender
or an Approved Fund, and (ii) the Borrower.
“Adjusted Operating
Cash Flow” means, with respect to any Person and its Subsidiaries for any period, (a) Operating Cash Flow of such Person
and its Subsidiaries adjusted, on a consistent basis, to give effect to each Acquisition, Disposition and any merger, consolidation or
other similar activity, in each case that occurred during the relevant period as if each had occurred on the first day of such period,
plus (b) in each case (other than clause (ii) below) to the extent deducted and not added back or excluded in calculating
Operating Cash Flow for such period, without duplication, (i) the amount of proceeds from any business interruption insurance or
similar insurance proceeds actually received during the relevant period or reasonably expected to be received in a subsequent period
and within one year of the underlying loss; provided, that if not so received within such one-year period, such amount shall be
subtracted in the subsequent calculation period, plus (ii) the amount (net of actual amounts realized) that reflects operating
expense reductions and other operating improvements, synergies or cost savings of any such Person that are expected to be realized within
18 months of the consummation of mergers, Acquisitions, Investments, Dispositions, operating improvements, restructurings, cost
savings and similar initiatives, actions or events (calculated on a Pro Forma Basis as though such cost savings and synergies had been
realized on the first day of such period); provided that (x) such cost savings and synergies are reasonably identifiable
and factually supportable and (y) such Person shall have delivered to the Administrative Agent a certificate of a Responsible Officer
setting forth such Responsible Officer’s good faith estimate, in reasonable detail, of such reasonably anticipated costs, expenses,
cost savings and synergies; provided, further, that in no event shall the amounts under this clause (ii) for the relevant
period exceed, in the aggregate, 20% of Adjusted Operating Cash Flow for such period prior to giving effect to any adjustments pursuant
to this clause (ii), plus (iii) the aggregate amount of fees, expenses, premiums, closing payments and similar transaction
costs (including original issue discount or upfront fees) incurred or paid in connection with the Transactions, any Acquisition, Investment,
or Disposition transactions, the incurrence, modification, refinancing or repayment of Indebtedness and the issuance of Equity Interests,
in each case, not prohibited by the terms of this Agreement and regardless of whether or not successfully consummated, plus (iv) all
non-cash charges (including any write-downs, expenses, impairment charge or other item classified as special items) for such period;
provided that to the extent that any such non-cash charge represents an accrual or reserve for any potential cash item in any
future period, (A) such Person may elect not to add back such non-cash charge in the current period and (B) to the extent such
Person elects to add back such non-cash charge, the cash payment in respect thereof in such future period shall be subtracted from Adjusted
Operating Cash Flow to such extent), plus (v) the aggregate amount of all non-cash compensation paid to directors, officers
and employees, plus (vi) fees and expenses incurred or paid in connection with the GCI Spin-Off and the other transactions
contemplated by the Liberty Broadband Merger Agreement, minus (vii) all non-cash items increasing Operating Cash Flow (excluding
any such non-cash item of income to the extent it represents a receipt of cash in any future period).
8
“Administrative Agent”
means Credit Agricole CIB, in its capacity as administrative agent for the Lenders hereunder, or any successor thereto appointed pursuant
to Article 9.
“Administrative Questionnaire”
means an Administrative Questionnaire in a form supplied by the Administrative Agent.
“Affected Financial
Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
“Affected Sale”
has the meaning set forth in Section 2.7(c).
“Affiliate”
means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or
is Controlled by or is under common Control with the Person specified; provided, that such specified Person shall not be deemed
to be an Affiliate of any other Person solely because they share one or more common officers or common members of their respective board
of managers, board of directors or other controlling governing body.
“Affiliated Persons”
mean, with respect to any specified Person, (a) such specified Person’s parents, spouse, siblings, descendants (including
adoptees), step children, step grandchildren, nieces and nephews and their respective spouses, (b) the estate, legatees and devisees
of such specified Person and each of the Persons referred to in clause (a) of this definition, and in the event of the incompetence
or death of any of the persons described in clause (a), such person’s executor, administrator, committee or other personal representative
or similar fiduciary, (c) any trusts or private foundations created primarily for the benefit of, or controlled at the time of creation
by, any of the persons described in the above clause (a) or (b) of this definition, or any trusts or private foundations created
primarily for the benefit of any such trust or private foundation or for charitable purposes, and (d) any company, partnership,
or other entity or investment vehicle Controlled by any of the Persons referred to in clause (a), (b) or (c) of this definition
or the holdings of which are for the primary benefit of any of such Persons.
9
“Agent-Related Distress
Event” means, with respect to the Administrative Agent or any other Person that directly or indirectly controls the Administrative
Agent (each, an “Agent Distressed Person”), (a) that such Agent Distressed Person is or becomes subject to a
voluntary or involuntary case under any Debtor Relief Law, (b) a custodian, conservator, receiver, or similar official is appointed
for such Agent Distressed Person or any substantial part of such Agent Distressed Person’s assets, or (c) such Agent Distressed
Person is subject to a forced liquidation, makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or
determined by any Governmental Authority having regulatory authority over such Agent Distressed Person or its assets to be, insolvent
or bankrupt; provided that an Agent-Related Distress Event shall not be deemed to have occurred solely by virtue of the ownership
or acquisition of any Equity Interests in the Administrative Agent or any Person that directly or indirectly controls the Administrative
Agent by a Governmental Authority or an instrumentality thereof so long as such ownership interest does not result in or provide the
Administrative Agent with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs
of attachment on its assets or permit the Administrative Agent (or such Governmental Authority or instrumentality) to reject, repudiate,
disavow or disaffirm any contracts or agreements made with the Administrative Agent.
“Agents”
means, collectively, the Administrative Agent, Co-Syndication Agents, Co-Documentation Agents and Co-Managers.
“Agreement”
means this Ninth Amended and Restated Credit and Guarantee Agreement, as amended, restated, supplemented or otherwise modified from time
to time.
“Alternate Base Rate”
means, for any day, a rate per annum equal to the greatest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds
Effective Rate in effect on such day plus 1/2 of 1% and (iii) Term SOFR for a one-month tenor in effect on such day plus 1%. Any
change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or Term SOFR shall be effective
from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or Term SOFR, respectively.
“Amendment Agreement”
means the Amendment Agreement, dated as of the Amendment Effective Date, among the Borrower, the Subsidiary Guarantors, Ventures Holdco,
the Lenders and the Administrative Agent.
“Amendment Effective
Date” means March 25, 2025.
“Amendment No. 1”
means Amendment No. 1 to Credit Agreement, dated as of June 29, 2026, by and among the Borrower, Ventures HoldCo, the other
Loan Parties party thereto, the 2026 Incremental Term A-1 Lender, the 2026 Incremental Term A-2 Lender, the 2026 Incremental Revolving
Lender, the 2026 Incremental Issuing Bank and the Administrative Agent.
“Amendment No. 1
Effective Date” has the meaning set forth in Amendment No. 1.
10
“Amendment No. 1
Funding Date” has the meaning specified in Section 5.3.
“Amendment
No. 1 Lead Arranger” means CoBank, ACB, in its capacity as sole lead arranger and sole book runner of the 2026
Incremental Term A-1 Loans, 2026 Incremental Term A-2 Loans and 2026 Incremental Revolving Commitments.
“Amendment No. 1
Transactions” has the meaning set forth in Amendment No. 1.
“Amendment No. 2”
means Amendment No. 2 to Ninth Amended and Restated Credit Agreement, dated as of October 16, 2026, by and among the Borrower,
Ventures Holdco, the other Loan Parties party thereto, Banco Santander, S.A., New York Branch, as an Incremental Revolving Lender, and
the Administrative Agent.
“Amendment No. 2
Effective Date” has the meaning set forth in Amendment No. 2.
“Amendment
No. 3” means Amendment No. 3 to Credit Agreement, dated as of October 28, 2026, by and among the Borrower, Ventures
HoldCo, the other Loan Parties party thereto, the 2026 Incremental Term A-3 Lender and the Administrative Agent.
“Amendment
No. 3 Effective Date” has the meaning set forth in Amendment No. 3.
“Amendment
No. 3 Lead Arranger” means CoBank, ACB, in its capacity as sole lead
arranger and sole book runner of the 2026 Incremental Term A-3 Loans.
“Amendment
No. 3 Transactions” has the meaning set forth in Amendment No. 3.
“Anti-Corruption Laws”
means all laws, rules, and regulations of any jurisdiction applicable to the Borrower, its Subsidiaries or the Liberty Subsidiaries from
time to time concerning or relating to bribery or corruption.
“Anti-Money Laundering
Laws” means any and all laws, statutes, regulations or obligatory government orders, decrees, ordinances or rules applicable
to a Loan Party or its Subsidiaries related to terrorism financing or money laundering, including any applicable provision of Title III
of the Patriot Act and The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C.
§§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959).
11
“Applicable Margin”
means:
(a) with respect to Borrowings
consisting of Swingline Loans (which shall be ABR Borrowings), Existing Revolving Loans and 2026 Incremental Revolving Loans, (i) with
respect to each ABR Borrowing, the per annum rate equal to the percentage set forth below under the heading “ABR Margin”
during the applicable periods set forth below, and (ii) with respect to each SOFR Borrowing and the fees payable under Section 3.3(b)(i),
the per annum rate equal to the percentage set forth below under the heading “SOFR and LC Fee Margin” during the applicable
periods set forth below, provided (x) with respect to the Swingline Loans and Existing Revolving Loans, that until the first delivery
pursuant to Section 6.1(c) of the Compliance Certificate for the fiscal quarter then ended after the Amendment Effective Date,
the Total Leverage Ratio shall (solely for purposes of determining the Applicable Margin) be deemed to be at Level IV (as set forth below)
and (y) with respect to the 2026 Incremental Revolving Loans, the Applicable Margin for the period from the Amendment No. 1
Funding Date to the date of delivery of the first Compliance Certificate delivered pursuant to Section 6.1(c) following the
Amendment No. 1 Funding Date shall be determined by reference to the Total Leverage Ratio as of the Amendment No. 1 Funding
Date (after giving pro forma effect to the Quintillion Acquisition), as evidenced by an officer’s certificate of the Borrower delivered
to the Amendment No. 1 Lead Arranger and the Administrative Agent on the Amendment No. 1 Funding Date:
Level
When
the Total Leverage Ratio
is:
ABR
Margin
SOFR
and LC Fee
Margin
Less
Than
Greater
Than
or Equal to
I
5.00:1.0
1.25%
2.25%
II
5.00:1.0
4.50:1.0
1.00%
2.00%
III
4.50:1.0
4.00:1.0
0.75%
1.75%
IV
4.00:1.0
0.50%
1.50%
(b) with
respect to Borrowings consisting of Term A Loans, 2026 Incremental Term A-1 Loans, and 2026 Incremental Term A-2 Loans, (i) with
respect to each ABR Borrowing, the per annum rate equal to the percentage set forth below under the heading “ABR Margin”
during the applicable periods set forth below, and (ii) with respect to each SOFR Borrowing, the per annum rate equal to the percentage
set forth below under the heading “SOFR Margin” during the applicable periods set forth below, provided that (x) with
respect to the Term A Loans, until the first delivery pursuant to Section 6.1(c) of the Compliance Certificate for the fiscal
quarter then ended after the Amendment Effective Date, the Total Leverage Ratio shall (solely for purposes of determining the Applicable
Margin) be deemed to be at Level IV (as set forth below), (y) with respect to the 2026 Incremental Term A-2 Loans, the Applicable
Margin for the period from the Amendment No. 1 Effective Date to the date of delivery of the first Compliance Certificate delivered
pursuant to Section 6.1(c) following the Amendment No. 1 Effective Date shall be determined by reference to the Total
Leverage Ratio as of the Amendment No. 1 Effective Date, as evidenced by an officer’s certificate of the Borrower delivered
to the Amendment No. 1 Lead Arranger and the Administrative Agent on the Amendment No. 1 Effective Date and (z) with respect
to the 2026 Incremental Term A-1 Loans, the Applicable Margin for the period from the Amendment No. 1 Funding Date to the date of
delivery of the first Compliance Certificate delivered pursuant to Section 6.1(c) following the Amendment No. 1 Funding
Date shall be determined by reference to the Total Leverage Ratio as of the Amendment No. 1 Funding Date (after giving pro forma
effect to the Quintillion Acquisition), as evidenced by an officer’s certificate of the Borrower delivered to the Amendment No. 1
Lead Arranger and the Administrative Agent on the Amendment No. 1 Funding Date:
12
Level
When
the Total Leverage Ratio
is:
ABR
Margin
SOFR
Margin
Less
Than
Greater
Than
or Equal to
I
5.00:1.0
1.75%
2.75%
II
5.00:1.0
4.50:1.0
1.50%
2.50%
III
4.50:1.0
4.00:1.0
1.25%
2.25%
IV
4.00:1.0
1.00%
2.00%
(c) with
respect to Borrowings consisting of 2026 Incremental Term A-3 Loans, (i) with respect to each ABR Borrowing, the per annum rate
equal to the percentage set forth below under the heading “ABR Margin” during the applicable periods set forth below, and
(ii) with respect to each SOFR Borrowing, the per annum rate equal to the percentage set forth below under the heading “SOFR
Margin” during the applicable periods set forth below, provided that the
Applicable Margin for the period from the Amendment No. 3 Effective Date to the date of delivery of the first Compliance Certificate
delivered pursuant to Section 6.1(c) following the Amendment No. 3 Effective Date shall be determined by reference to
the Total Leverage Ratio as of the Amendment No. 3 Effective Date, as evidenced by an officer’s certificate of the Borrower
delivered to the Amendment No. 3 Lead Arranger and the Administrative Agent on the Amendment No. 3 Effective Date:
Level
When
the Total Leverage Ratio
is:
ABR
Margin
SOFR
Margin
Less
Than
Greater
Than
or Equal to
I
5.00:1.0
2.25%
3.25%
II
5.00:1.0
4.50:1.0
2.00%
3.00%
III
4.50:1.0
4.00:1.0
1.75%
2.75%
IV
4.00:1.0
1.50%
2.50%
Changes in the Applicable Margin resulting from
a change in the Total Leverage Ratio shall be based upon the Compliance Certificate most recently delivered under Section 6.1(c) and
shall become effective on the date such Compliance Certificate is received by the Administrative Agent. Notwithstanding anything to the
contrary in this definition, if the Borrower shall fail to deliver to the Administrative Agent a Compliance Certificate on or prior to
any date required hereby, then solely for purposes of determining the “Applicable Margin” the Total Leverage Ratio shall
be deemed to be greater than or equal to 5.00:1.00 from and including such date to the date of receipt by the Administrative Agent of
such Compliance Certificate. In the event that any financial statement or certification delivered pursuant to Section 6.1 is shown
to be inaccurate, and such inaccuracy, if corrected, and after giving effect to the correction of all other inaccuracies that are shown
to be incorrect, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”)
than the Applicable Margin applied for such Applicable Period, the Borrower shall promptly (a) deliver to the Administrative Agent
a corrected Compliance Certificate for such Applicable Period, (b) determine the Applicable Margin for such Applicable Period based
upon the corrected Compliance Certificate, and (c) immediately pay to the Administrative Agent for the benefit of the Lenders the
accrued additional interest and other fees owing as a result of such increased Applicable Margin for such Applicable Period, which payment
shall be promptly distributed by the Administrative Agent to the Lenders entitled thereto.
13
“Applicable Percentage”
means, with respect to any Revolving Lender, the percentage of the total Revolving Commitments of the applicable Class of Revolving
Commitments represented by such Lender’s Revolving Commitment in such Class. If the applicable Revolving Commitments have terminated
or expired, the Applicable Percentages shall be determined based upon the applicable Revolving Commitments most recently in effect, giving
effect to any assignments.
“Applicable Taxes”
means any cash Taxes payable with respect to the GCI Spin-Off by Liberty Broadband, GCI Liberty or any of their respective subsidiaries
or successors and for which Liberty Broadband, any of its subsidiaries following the GCI Spin-Off, or any of their successors are liable,
including pursuant to the GCI Divestiture Tax Sharing Agreement.
“Approved Fund”
means any Person (other than a natural person) that is primarily engaged in making, purchasing, holding or investing in bank loans and
similar extensions of credit in the ordinary course and that is administered or managed by (a) a Lender, (b) an Affiliate of
a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
“Arrangers”
means (x) Credit Agricole Corporate and Investment Bank, JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC, BofA Securities, Inc.,
Canadian Imperial Bank of Commerce, New York Branch, MUFG Bank, Ltd. and TD Securities (USA) LLC in their capacities as joint lead
arrangers and joint book runner of the Revolving Loans and (y) CoBank, ACB, in its capacity as sole lead arranger and sole book
runner of the Term A Loans, 2026 Incremental Term A-1 Loans, 2026 Incremental Term A-2 Loans,
2026 Incremental Term A-3 Loans and 2026 Incremental Revolving Commitments.
“Assignment and Acceptance”
means an assignment and acceptance entered into by a Lender and an assignee (with the consent of any party whose consent is required
by Section 10.4(b)(iii)), and accepted by the Administrative Agent, substantially in the form of Exhibit A or any other
form approved by the Administrative Agent and the Borrower.
“Auction”
has the meaning set forth in Section 2.7(j).
“Auction Manager”
has the meaning assigned to such term in Exhibit E.
“Auction Notice”
means an auction notice given by the Borrower in accordance with the Auction Procedures with respect to an Auction Prepayment Offer.
“Auction Prepayment”
has the meaning assigned to such term in Section 2.7(j).
14
“Auction Prepayment
Offer” has the meaning assigned to such term in Section 2.7(j).
“Auction Procedures”
means the auction procedures with respect to Auction Prepayment Offers set forth in Exhibit E hereto.
“Authorization”
means, collectively, (a) any FCC License, (b) any Franchise, or (c) any other franchise, franchise application, ordinance,
agreement, permit, license, order, certificate, registration, qualification, variance, license, approval, permit or other form of permission,
consent or authority issued by the FCC, any State PUC, or any other Governmental Authority regulating the ownership or operation of the
Communications Business.
“Available Incremental
Amount” has the meaning specified in Section 2.13(d)(iii).
“Available Tenor”
means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if the then-current Benchmark
is a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period or (y) otherwise,
any payment period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Agreement as of such date.
“Bail-In Action”
means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected
Financial Institution.
“Bail-In Legislation”
means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament
and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from
time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of
the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United
Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates
(other than through liquidation, administration or other insolvency proceedings).
“Benchmark”
means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the
Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the
extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.10(a).
“Benchmark
Replacement” means, with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate
that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation
of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving
or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated
syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment; provided that, if such Benchmark
Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes
of this Agreement and the other Loan Documents.
15
“Benchmark Replacement
Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement,
the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or
zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation
of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the
applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention
for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark
with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.
“Benchmark Replacement
Date” means the earliest to occur of the following events with respect to the then-current Benchmark:
(a) in
the case of clause (a) or (b) of the definition of Benchmark Transition Event, the later of (i) the date of the public
statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the
published component used in the calculation thereof) permanently or indefinitely ceases to provide such Benchmark (or such component
thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof); or
(b) in
the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which all Available Tenors
of such Benchmark (or the published component used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available
Tenors of such Benchmark (or such component thereof) have been determined and announced by the regulatory supervisor for the administrator
of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined
by reference to the most recent statement or publication referenced in such clause (c) and even if such Benchmark (or such component
thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided
on such date.
For the avoidance of doubt, if such Benchmark
is a term rate, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with
respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available
Tenors of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Transition
Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:
(a) a
public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used
in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component
thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely,
provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide
such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component
thereof);
16
(b) a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof), the Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction
over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such
Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such
Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to
provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such
component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor
administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available
Tenor of such Benchmark (or such component thereof); or
(c) a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term
rate, all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.
For the avoidance of doubt,
if such Benchmark is a term rate, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark
if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of
such Benchmark (or the published component used in the calculation thereof).
“Benchmark Transition
Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement
Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the
90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date
of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).
“Benchmark Unavailability
Period” means the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such
time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance
with Section 3.10 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes
hereunder and under any Loan Document in accordance with Section 3.10.
17
“Beneficial Ownership”
or “Beneficially Owned” means, with respect to any securities, having beneficial ownership of such securities as determined
pursuant to Rule 13d-3 under the Securities Exchange Act of 1934.
“Beneficial Ownership
Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.
“Beneficial Ownership
Regulation” means 31 C.F.R. § 1010.230.
“Benefit Plan”
means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan”
as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42)
or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan”
or “plan”.
“Big Boy Letter”
means a letter from a Lender containing customary “big boy” representations.
“Board”
means the Board of Governors of the Federal Reserve System of the United States of America.
“Borrower”
means GCI, LLC, a Delaware limited liability company.
“Borrowing”
means Loans of the same Type and Class, converted or continued on the same date and, in the case of SOFR Loans, as to which a single
Interest Period is in effect.
“Borrowing Request”
means a Borrowing Request, substantially in the form of Exhibit C.
“Business Day”
means any day that is not a Saturday, Sunday or other day on which commercial banks in the State of New York are authorized or required
by law to remain closed; provided that, when used in connection with a SOFR Loan, the term “Business Day” shall also
exclude any day which is not a U.S. Government Securities Business Day.
“Capital Lease Obligations”
of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the
right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for
as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP; provided that any obligations of any Person that are or would be characterized as operating
lease obligations in accordance with GAAP on December 31, 2018 (whether or not such operating lease obligations were in effect on
such date) shall be accounted for as operating lease obligations (and not as Capital Lease Obligations) for purposes of this Agreement
regardless of any change in GAAP following such date that would otherwise require such obligations to be recharacterized (on a prospective
or retroactive basis or otherwise) as Capital Lease Obligations.
18
“Cash Equivalents”
means:
(a) securities
issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (provided
that the full faith and credit of the United States is pledged in support thereof), maturing not more than one year from the date of
acquisition;
(b) certificates
of deposit, dollar time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’
acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any Credit Party making such deposits
available in the ordinary course of business, First National Bank of Alaska, Northrim Bank or any domestic commercial bank having capital
and surplus in excess of $500,000,000 and a rating at the time of acquisition thereof of “P2” or better from Moody’s,
“A-2” or better from S&P, or “F2” or better from Fitch (or such similar equivalent rating by at least one
“nationally recognized statistical rating organization”(as defined in Rule 436 under the Securities Act of 1933, as
amended));
(c) repurchase
obligations for underlying securities of the types described in clauses (a) and (b) above entered into with any financial institution
meeting the qualifications specified in clause (b) above;
(d) commercial
paper issued by a corporation (other than an Affiliate of the Borrower) rated at least “P-1” or higher from Moody’s,
“A-1” or higher from S&P, or “F1” or higher from Fitch (or such similar equivalent rating by at least one
“nationally recognized statistical rating organization”(as defined in Rule 436 under the Securities Act of 1933, as
amended)), and in each case maturing within one year after the date of acquisition;
(e) securities
issued and fully guaranteed by any state, commonwealth or territory of the United States, or by any political subdivision or taxing authority
thereof, rated at least “A2” by Moody’s or at least “A” by S&P or Fitch (or such similar equivalent
rating by at least one “nationally recognized statistical rating organization”(as defined in Rule 436 under the Securities
Act of 1933, as amended)) and in each case having maturities of not more than one year from the date of acquisition;
(f) money
market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (e) of
this definition or cash;
(g) in
the case of any Foreign Subsidiary, any local currency held by it from time to time in the ordinary course of business; and
(h) in
the case of any Foreign Subsidiary, (i) investments denominated in the currency of the jurisdiction in which such Foreign Subsidiary
is organized or has its principal place of business that are similar to the items specified in clauses (a) through (f) above
and (ii) other short term investments utilized by Foreign Subsidiaries in accordance with normal investment practices for cash management
in such foreign jurisdiction.
19
“CFC” means
a “controlled foreign corporation” within the meaning of Section 957(a) of the Code.
“CFC Holdco”
means any Subsidiary that has no material assets other than Equity Interests (or Equity Interests and debt) in Subsidiaries that are
CFCs or in other such Subsidiaries.
“Change in Control”
means any Change in Control Transaction that is not a Permitted Change in Control Transaction.
“Change in Control
Transaction” means the acquisition of Beneficial Ownership by any Person or group (such person or group, the “Transferee”)
(excluding any Permitted Holder or group Controlled by any Permitted Holder) of more than 50% of the aggregate voting power of all outstanding
classes or series of either Parent’s or Borrower’s voting Equity Interests. For purposes of the definition of “Change
in Control Transaction”, “Person” and “group” have the meanings given to them for purposes of Section 13(d) and
14(d) of the Exchange Act or any successor provisions, and the term “group” includes any group acting for the purpose
of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, or any successor
provision.
“Change in Law”
means (i) the adoption of any law, rule or regulation by any Governmental Authority after the Amendment Effective Date, (ii) any
change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Amendment
Effective Date or (iii) compliance by any Credit Party (or, for purposes of Section 3.5(b), by any lending office of such Credit
Party or by such Credit Party’s holding company, if any) with any request, guideline or directive (whether or not having the force
of law) of any Governmental Authority made or issued after the Amendment Effective Date; provided that notwithstanding anything
herein to the contrary, (a) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or
directives thereunder or issued in connection therewith, and (b) all requests, rules, guidelines or directives promulgated by the
Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United
States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,”
regardless of the date enacted, adopted or issued.
“Claiming Subsidiary
Guarantor” has the meaning specified in Section 11.1(d).
“Class”
means (i) when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing,
are Revolving Loans under the Existing Revolving Facility, Term A Loans, 2026 Incremental Term A-1 Loans, 2026 Incremental Term A-2 Loans,
2026 Incremental Term A-3 Loans, 2026 Incremental Revolving Loans,
a tranche of Incremental Term Loans, a tranche of Incremental Revolving Loans, a Refinancing Series of Refinancing Revolving Loans,
a Refinancing Series of Refinancing Term Loans, Extended Term Loans from the same Extension, Extended Revolving Loans from the same
Extension, or Swingline Loans and (ii) when used in reference to any Lender, refers to such Lender in its capacity as a holder of
Revolving Loans under the Existing Revolving Facility, Term A Loans, 2026 Incremental Term A-1 Loans, 2026 Incremental Term A-2 Loans,
2026 Incremental Revolving Loans, Incremental Term Loans of a particular tranche, Incremental Revolving Loans of a particular
tranche, Refinancing Revolving Loans of a particular Refinancing Series, Refinancing Term Loans of a particular Refinancing Series, Extended
Term Loans from a particular Extension or Extended Revolving Loans from a particular Extension, as applicable. For the avoidance of doubt,
(A)(x) the 2026 Incremental Term A-1 Loans shall constitute
a separate Class of Term Loans from any other Term Loans outstanding under this Agreement as of the Amendment No. 1 Funding
Date, (y) the 2026 Incremental Term A-2 Loans shall constitute a separate Class of Term Loans from any other Term Loans outstanding
under this Agreement as of the Amendment No. 1 Effective Date and (z) the 2026 Incremental Revolving Loans shall constitute
a separate Class of Revolving Loans from any other Revolving Loans outstanding under this Agreement as of the Amendment No. 1
Funding Date and (B) the 2026 Incremental Term A-3 Loans shall constitute
a separate Class of Term Loans from any other Term Loans outstanding under this Agreement as of the Amendment No. 3 Effective
Date.
20
“Closing Date”
means October 15, 2020.
“Co-Documentation
Agents” means BofA Securities, Inc., Canadian Imperial Bank of Commerce, New York Branch, MUFG Bank, Ltd, TD Securities
(USA) LLC and CoBank, ACB, each in its capacity as a co-documentation agent for the Revolving Loans.
“Co-Managers”
means Goldman Sachs Bank USA, Mizuho Bank, Ltd, Morgan Stanley Senior Funding, Inc., Société Générale
and Northrim Bank, each in its capacity as a co-managers for the Revolving Loans
“Co-Syndication
Agents” means JPMorgan Chase Bank, N.A. and Wells Fargo Securities, LLC, each in its capacity as a co-syndication agent
for the Revolving Loans.
“CoBank”
means CoBank, ACB.
“CoBank Equities”
means any of the Borrower’s or subsidiary’s stock, patronage refunds issued in the form of stock or otherwise constituting
allocated units, patronage surplus (including any such surplus accrued by CoBank for the account of the Borrower) and other equities
in CoBank acquired in connection with, or because of the existence of, the Borrower’s patronage loan from CoBank (or its affiliate),
and the proceeds of any of the foregoing.
“Code” means
the Internal Revenue Code of 1986.
“Collateral”
means (i) any property of any Loan Party that, pursuant to any Security Document, secures any or all of the Obligations and (ii) the
Equity Interests of GCI Holdings pledged by Ventures Holdco pursuant to the Ventures Holdco Pledge Agreement. Notwithstanding the foregoing
or anything contained in any Security Document, no property constituting Excluded Property shall be deemed to be Collateral.
“Commitment Fee Rate”
means with respect to the (x) Existing Revolving Facility, at all times from and after the Amendment Effective Date and (y) the
2026 Incremental Revolving Commitments, at all times from and after the Amendment No. 1 Funding Date, the per annum rate equal to
the percentage set forth below under the heading “Commitment Fee Rate” during the applicable periods set forth below; provided,
that, with respect to the 2026 Incremental Revolving Commitments, until the first delivery pursuant to Section 6.1(c) of the
Compliance Certificate after the Amendment No. 1 Funding Date, the Commitment Fee Rate shall be determined by reference to the Total
Leverage Ratio as of the Amendment No. 1 Funding Date (after giving pro forma effect to the Quintillion Acquisition), as evidenced
by an officer’s certificate of the Borrower delivered to the Amendment No. 1 Lead Arranger and the Administrative Agent on
the Amendment No. 1 Funding Date:
21
When the
Total Leverage Ratio is:
Commitment
Fee
Rate
Less
Than
Greater
Than or
Equal to
4.50:1.0
0.375%
4.50:1.0
0.300%
Changes in the Commitment Fee Rate resulting
from a change in the Total Leverage Ratio shall be based upon the Compliance Certificate most recently delivered under Section 6.1(c) and
shall become effective on the date such Compliance Certificate is received by the Administrative Agent. Notwithstanding anything to the
contrary in this definition, if the Borrower shall fail to deliver to the Administrative Agent a Compliance Certificate on or prior to
any date required by Section 6.1(c), then solely for purposes of determining the “Commitment Fee Rate”, the Total Leverage
Ratio shall be deemed to be equal to or greater than 4.50:1.00 from and including such date to the date of receipt by the Administrative
Agent of such Compliance Certificate.
“Commitments”
means, collectively, the Revolving Commitments, the 2026 Incremental Revolving Commitments, the Term A Loan Commitments, the 2026 Incremental
Term A-1 Loan Commitments, the 2026 Incremental Term A-2 Loan Commitments,
the 2026 Incremental Term A-3 Loan Commitments and, if existing, the Incremental Revolving Commitments, the Incremental Term Commitments,
the Refinancing Revolving Commitments, the Refinancing Term Commitments, the Extended Revolving Commitments and commitments with respect
to Extended Term Loans. For the avoidance of doubt, the (i) 2026 Incremental Revolving Commitments shall not constitute “Revolving
Commitments” hereunder until, and subject to the occurrence of, the Amendment No. 1 Funding Date and (ii) 2026 Incremental
Term A-1 Loan Commitments shall not constitute “Commitments” hereunder until, and subject to the occurrence of, the Amendment
No. 1 Funding Date.
“Commodity Exchange
Act” means the Commodity Exchange Act (7 U.S.C. §1 et seq.), and the rules and regulations issued thereunder.
“Communications Act”
means the Federal Communications Act of 1934, and the rules and regulations issued thereunder.
22
“Communications Business”
means the cable (including without limitation cable television), local access, wireline and wireless (whether fixed or mobile) communications
systems and other material businesses (including long distance, data and internet services) of the Borrower and the Subsidiaries generally.
“Compliance Certificate”
means a certificate, substantially in the form of Exhibit G.
“Compliance Reference
Date” means, with respect to each Compliance Certificate delivered to the Administrative Agent in accordance with Section 6.1(c),
the end date of the fiscal period for the financial statements to which such Compliance Certificate relates.
“Conforming Changes”
means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark
Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,”
the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition
of “Interest Period” or any similar or analogous definition, timing and frequency of determining rates and making payments
of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback
periods, the applicability of Section 3.10 and other technical, administrative or operational matters) that the Administrative Agent
in consultation with the Borrower decides may be appropriate to reflect the adoption and implementation of any such rate or to permit
the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the
Administrative Agent in consultation with the Borrower decides that adoption of any portion of such market practice is not administratively
feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other
manner of administration as the Administrative Agent in consultation with the Borrower decides is reasonably necessary in connection
with the administration of this Agreement and the other Loan Documents).
“Contributed Ventures
Assets” means any property or assets owned by one or more of the Liberty Subsidiaries and all income, proceeds, distributions
or collections received from, or cash proceeds from borrowings of Liberty Subsidiaries secured by, such property or assets.
“Contributing Subsidiary
Guarantor” has the meaning specified in Section 11.1(d).
“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. The terms “Controlling” and “Controlled”
have meanings correlative thereto.
“Copyright Act”
means The Copyright Act of 1976.
“Covered Party”
has the meaning specified in Section 10.15.
23
“Credit Agreement
Refinancing Debt” means Indebtedness issued, incurred or otherwise obtained (including by means of the extension or renewal
of existing Indebtedness) in exchange for, or to extend, renew, replace, repurchase, retire or refinance, in whole or part, Revolving
Loans, 2026 Incremental Revolving Loans, Incremental Revolving Loans, Term A Loans, 2026 Incremental Term A-1 Loans, 2026 Incremental
Term A-2 Loans, 2026 Incremental Term
A-3 Loans, Incremental Term Loans, Extended Term Loans or any then existing Credit Agreement Refinancing Debt (“Refinanced
Debt”); provided that (i) such Indebtedness has a maturity no earlier than, and a Weighted Average Life to Maturity
equal to or greater than, the Refinanced Debt, (ii) such Indebtedness shall not have a greater principal amount than the principal
amount of the related Refinanced Debt, as increased by an amount equal to any existing revolving commitments unutilized thereunder to
the extent that the portion of any existing and unutilized revolving commitment being refinanced was permitted to be drawn under Section 7.1
immediately prior to such refinancing (other than by reference to Credit Agreement Refinancing Debt), and such drawing shall be deemed
to have been made, and accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees and expenses associated with
the refinancing, (iii) such Indebtedness shall not be secured by any assets that do not constitute Collateral, (iv) such Indebtedness
is not at any time guaranteed by any Subsidiaries other than Subsidiary Guarantors, (v) such Indebtedness shall be unsecured or
rank pari passu or junior in right of payment and security with any First Lien Obligations under this Agreement and, if secured, shall
be subject to an Intercreditor Agreement, (vi) such Refinanced Debt shall be repaid, repurchased, retired, defeased or satisfied
and discharged, and all accrued interest, fees, premiums (if any) and penalties in connection therewith shall be paid, on the date such
Credit Agreement Refinancing Debt is issued, incurred or obtained, (vii) such Indebtedness shall have such pricing (including interest
rate margins, rate floors, fees, premiums and funding discounts) and optional prepayment terms as may be agreed by the Borrower and the
Additional Refinancing Lenders thereof, and (viii) the terms and conditions of such Indebtedness (except as otherwise provided in
the above clauses) are substantially identical to, or are not materially more favorable, taken as a whole, to the lenders or holders
providing such Indebtedness (in the good faith determination of the Borrower and the Administrative Agent) than those applicable to the
Refinanced Debt being refinanced (except for covenants or other provisions applicable only to periods after the Latest Maturity Date
at the time of incurrence of such Indebtedness).
“Credit Agricole CIB”
means Credit Agricole Corporate and Investment Bank and its successors.
“Credit Parties”
means the Administrative Agent, the Issuing Bank, the Swingline Lender and the Lenders.
24
“Cumulative Credit”
means, as of any date of determination for the period (taken as one accounting period) from October 1, 2020 to the end of the Borrower’s
most recently ended fiscal quarter for which financial statements have been required to be delivered pursuant to Section 6.1(a) or
(b) as of such date, an amount, not less than zero, equal to (a) 50% of the Operating Cash Flow of the Borrower and its Subsidiaries
(this clause (a), the “OCF Builder Prong”), plus (b)(x) the aggregate amount of Net Proceeds received
by the Borrower or any Subsidiary after the Closing Date from the issuance of Qualified Equity of the Borrower or cash capital contributions
to the Qualified Equity of the Borrower and (y) the Fair Market Value of Cash Equivalents, marketable securities or other property,
in each case received by the Borrower or a Subsidiary to the extent such Cash Equivalents, marketable securities or other property are
contributed to the Borrower as a capital contribution or in return for any issuance of Qualified Equity that, in each case of clauses
(x) and (y), is Not Otherwise Applied, plus (c) the Net Proceeds of Indebtedness and Disqualified Equity of the Borrower
or any Subsidiary issued after the Closing Date, which have been exchanged or converted into Qualified Equity of the Borrower together
with the Fair Market Value of any Cash Equivalents and any assets received by the Borrower or such Subsidiary upon such exchange or conversion,
plus (d) the net cash proceeds received by the Borrower and its Subsidiaries from sales of Investments made with the Cumulative
Credit after the Closing Date (but in any event not to exceed the amount of such Investments), plus (e) returns, profits,
distributions and similar amounts received by the Borrower and its Subsidiaries in cash or Cash Equivalents on Investments made with
the Cumulative Credit after the Closing Date (but in any event not to exceed the amount of such Investments), plus (f) the
Investments of the Borrower and its Subsidiaries in any Unrestricted Subsidiary that has been redesignated as a Subsidiary or that has
been merged or consolidated into the Borrower or any of its Subsidiaries after the Closing Date (but (i) only to the extent that
such Unrestricted Subsidiary had been designated as an Unrestricted Subsidiary pursuant to Section 6.16 prior to such date, and
the Borrower had been deemed to have made an Investment therein at the time of such designation and (ii) in any event not to exceed
the amount of such Investment), plus (g) the amount of any dividend, distribution or capital contribution received by the
Borrower or a Subsidiary from, without duplication, a Liberty Subsidiary or, prior to the Amendment Effective Date, a Liberty Subsidiary
(as defined in the Existing Credit Agreement), in each case that is Not Otherwise Applied (without duplication of amounts included in
clause (a) to the extent such dividend, distribution or capital contribution increases Operating Cash Flow), plus (h) any Declined
Amounts, plus (i)(i) the Fair Market Value of the assets of any Unrestricted Subsidiary that have been transferred, conveyed
or otherwise distributed to the Borrower or any Subsidiaries to the extent the Investment in such Unrestricted Subsidiary was made with
the Cumulative Credit after the Closing Date (but in any event not to exceed the amount of such Investments) and (ii) the Net Proceeds
of any Dispositions of any Unrestricted Subsidiary (including the issuance or sale of Equity Interest thereof) received by the Borrower
or any Subsidiaries to the extent the Investment in such Unrestricted Subsidiary was made with the Cumulative Credit after the Closing
Date (but in any event not to exceed the amount of such Investments), plus (j) the greater of (1) $152,000,000 and (2) 38%
of Trailing Adjusted Operating Cash Flow (this clause (j), the “Starter Prong”), minus (k) the sum of
all prior Investments made pursuant to Section 7.4(l), Acquisitions made pursuant to Section 7.5(c), Restricted Payments made
pursuant to Section 7.8(f) and prepayments, repurchases, redemptions or defeasances of any Senior Notes or Other Replacement
Debt prior to the stated maturity thereof pursuant to Section 7.9(a).
“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.
“Declined Amounts”
has the meaning specified in Section 2.7(g).
“Declining Lender”
has the meaning specified in Section 2.7(g).
“Deemed Date”
has the meaning assigned to such term in Section 1.6(e).
25
“Default”
means any event or condition that constitutes an Event of Default or that upon notice, lapse of time or both would, unless cured or waived,
become an Event of Default under Article 8.
“Defaulting Lender”
means any Lender, as reasonably determined by the Administrative Agent (and the Administrative Agent shall promptly notify the parties
hereto after making such determination), that has (a) failed to fund any portion of its Loans or participations in Letters of Credit
or Swingline Loans within three Business Days of the date required to be funded by it hereunder, unless such Lender notifies the Administrative
Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent
to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing)
has not been satisfied, (b) notified any Loan Party or any Credit Party in writing that it does not intend to comply with any of
its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its
funding obligations under this Agreement, unless such writing or public statement relates to such Lender’s obligation to fund a
Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which
condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot
be satisfied, (c) failed, three Business Days after written request by the Administrative Agent or the Borrower (at any time the
Administrative Agent or the Borrower shall have reasonably determined that such Lender may fail to comply with the terms of this Agreement
relating to its obligations to fund prospective Loans or participations in then outstanding Letters of Credit or Swingline Loans), to
confirm it will comply with the terms of this Agreement relating to such obligations hereunder (provided that such Lender shall
cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent
and the Borrower), (d) 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, (e) become, or
has any direct or indirect parent company that has become, the subject of a Bail-In Action, or (f)(i) become or is insolvent or
has a direct or indirect parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or insolvency
proceeding, or has had a receiver, interim receiver, receiver and manager, administrator, liquidator, conservator, trustee or custodian
appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding
or appointment or has a direct or indirect parent company that has become the subject of a bankruptcy or insolvency proceeding, or has
had a receiver, interim receiver, receiver and manager, administrator, liquidator, conservator, trustee or custodian appointed for it,
or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment.
For the avoidance of doubt, the mere acquisition or maintenance by a Governmental Authority of a Lender in and of itself will not cause
a Lender to be a “Defaulting Lender” as long as it does not result in or provide such Lender with immunity from the jurisdiction
of courts within the United States or from the enforcement of judgments or writs of attachment on its assets, or permits such Lender
(or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.
“Designated Non-Cash
Consideration” means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection
with a Disposition pursuant to Section 7.7(m) that is designated as Designated Non-Cash Consideration pursuant to a certificate
of a Responsible Officer, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection
with a subsequent sale of or conversion of or collection on such Designated Non-Cash Consideration.
26
“Designation”
has the meaning specified in Section 6.16(a).
“Disclosed Matters”
means the actions, suits and proceedings and the environmental matters disclosed in Schedule 4.6.
“Disposition”
means, with respect to any property, any sale, lease (including a Sale and Leaseback Transaction), assignment, conveyance, transfer or
other disposition thereof. The terms “Dispose” and “Disposed of” shall have correlative meanings.
“Disqualified Equity”
means, as of any date, any Equity Interest of any Person that, by its terms (or by the terms of any security into which it is convertible
or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, or requires
or mandates payments or distributions, on or prior to the date that is 90 days after the Term A Maturity Date; provided, however,
that an Equity Interest that would constitute Disqualified Equity solely because the holders thereof have the right to require such Person
to repurchase or redeem such Equity Interests upon the occurrence of (x) an asset sale or change of control or (y) one or more
other events shall not constitute Disqualified Equity if such Person may repurchase or redeem any such Equity Interest in a manner that
complies with Section 7.8. The term “Disqualified Equity” shall also include any option, warrant or other right that
is convertible into Disqualified Equity or that is redeemable at the option of the holder, or required to be redeemed, prior to the date
that is 90 days after the Term A Maturity Date.
“Division”
means a division or plan of division of the assets or other property and/or liabilities or other obligations of any Person into one or
more other Persons under Delaware law (or any comparable event under a different jurisdiction’s laws).
“Dollars”
or “$” refers to lawful money of the United States of America.
“Domestic Subsidiary”
means any subsidiary of the Borrower that is organized under the laws of the United States, any state thereof or the District of Columbia.
“EEA Financial Institution”
means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of
an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in
clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary
of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.
“EEA Member Country”
means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
27
“EEA Resolution Authority”
means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including
any delegee) having responsibility for the resolution of any EEA Financial Institution.
“Effective Yield”
means, as of any date of determination, (a) with respect to the Term A Loans, 2026 Incremental Term A-1 Loans or 2026 Incremental
Term A-2 Loans, 2026 Incremental Term A-3 Loans, the sum of (i) the
Term SOFR on such date with a maturity of one month, (ii) the Applicable Margin for Term A Loan SOFR Borrowings and (iii) the
amount of original issue discount and upfront fees thereon (converted to yield assuming the lesser of (x) a four year average life
and (y) the remaining life to maturity, and without any present value discount), but excluding the effect of any arrangement, amendment,
structuring, underwriting and syndication fees (regardless of whether any such fees are paid to or shared in whole or in part with any
Term A Lender) and other fees payable in connection therewith that are not shared with and generally paid to Term A Lenders, 2026 Incremental
Term A-1 Lenders or,
2026 Incremental Term A-2 Lenders or 2026 Incremental Term A-3 Lenders,
and (b) with respect to any other Indebtedness, the sum of (i)(A) the fixed rate of interest therefor, or (B) if the rate
of interest applicable thereto is not a fixed rate, the sum of (I) the higher of (x) any SOFR base rate (or, if no SOFR base
rate, any other base rate then applicable) for the calculation of interest thereon, and (y) any floor on such base rate, and (II) any
margin for the calculation of interest thereon based on the applicable base rate, and (ii) the amount of original issue discount
and upfront fees thereon (converted to yield assuming the lesser of (x) a four year average life and (y) the remaining life
to maturity, and without any present value discount), but excluding the effect of any arrangement, amendment, structuring, underwriting
and syndication fees (regardless of whether any such fees are paid to or shared in whole or in part with any lender) and other fees payable
in connection therewith that are not shared with and generally paid to the lenders with respect to such Indebtedness.
“Environmental Laws”
means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued,
promulgated or entered into by any Governmental Authority having the force or effect of law or regulation, relating in any way to the
environment, preservation or reclamation of natural resources, or the management, release or threatened release of any Hazardous Material.
“Environmental Liability”
means, as to any Person, any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation,
fines, penalties or indemnities), of such Person directly or indirectly resulting from or based upon (i) violation of any Environmental
Law, (ii) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (iii) exposure
to any Hazardous Materials, (iv) the release or threatened release of any Hazardous Materials into the environment or (v) any
contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
“Equity Interest”
means (a) a share of corporate stock, a partnership interest, a membership interest in a limited liability company, and other equivalents
of or interests in (however designated, other than debt) equity or ownership and (b) all warrants, options or other rights to acquire
any Equity Interest set forth in clause (a) of this defined term (but excluding any debt security that is convertible into, or exchangeable
for, any such Equity Interest).
28
“ERISA”
means the Employee Retirement Income Security Act of 1974.
“ERISA Affiliate”
means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or
(c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer
under Section 414 of the Code.
“ERISA Event”
means (i) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with
respect to a Plan (other than an event for which the 30-day notice period is waived); (ii) with respect to any Plan, a failure to
satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived; (iii) the
filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum
funding standard with respect to any Plan; (iv) the incurrence by the Borrower or any ERISA Affiliate of any liability under Title
IV of ERISA with respect to the distress termination described in Section 4041(c) of ERISA of any Plan; (v) the receipt
by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any
Plan or Plans or to appoint a trustee to administer any Plan under Section 4042 of ERISA; (vi) the incurrence by the Borrower
or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or
(vii) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower
or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan
is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.
“EU Bail-In Legislation
Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as
in effect from time to time.
“Event of Default”
has the meaning assigned to such term in Section 8.1.
“Excluded Collateral”
means interests of the Borrower and the Subsidiary Guarantors in (a) the following interests in Real Property (except to the extent
that a lien thereon may be perfected by the filing of a uniform commercial code financing statement): (i) interests in Real Property
owned or held by the Borrower or any Subsidiary Guarantor on the Closing Date, (ii) fee interests in Real Property acquired after
the Closing Date not in excess of $20,000,0000 in respect of any individual parcel (or contiguous parcels) of Real Property, or $40,000,000
in the aggregate, and (iii) leasehold interests in Real Property, (b) patents, trademarks and copyrights (other than any patents,
trademarks and copyrights constituting Collateral immediately prior to the Closing Date) not in excess of $10,000,000 in the aggregate,
(c) joint ventures (other than any joint ventures constituting Collateral immediately prior to the Closing Date) not in excess of
$10,000,000 individually or $20,000,000 in the aggregate, (d) any Liberty Subsidiary or Unrestricted Subsidiary and (e) personal
property not included in the definition of “Collateral” as defined in the Security Agreement.
“Excluded Property”
means the property and assets excluded from Collateral pursuant to Section 2(b) of the Security Agreement.
29
“Excluded Subsidiary”
means (i) the subsidiaries that are “Excluded Subsidiaries” under the Existing Credit Agreement as of the Amendment
Effective Date (which such subsidiaries are set forth on Schedule 1.1B) and (ii) (a) each Domestic Subsidiary which
is an Immaterial Subsidiary for so long as such Domestic Subsidiary remains an Immaterial Subsidiary, (b) each Domestic Subsidiary
that is not a Wholly Owned Subsidiary on any date such subsidiary would otherwise be required to become a Guarantor pursuant to the requirements
of Section 6.11 (for so long as such subsidiary remains a non-Wholly Owned Subsidiary), (c) each Domestic Subsidiary that is
a CFC Holdco or a subsidiary of a Foreign Subsidiary that is a CFC, (d) each Unrestricted Subsidiary, (e) each Domestic Subsidiary
that is prohibited or restricted by applicable law, rule or regulation or by any contractual obligation existing on the Amendment
Effective Date (or, if later, the date that such Person becomes a Subsidiary) from guaranteeing the Obligations (in the case of any such
prohibition or restriction under any contractual obligation arising after the Amendment Effective Date, to the extent that such prohibition
or restriction is not entered into in contemplation of such Person becoming a subsidiary), or which would require governmental (including
regulatory) consent, approval, license or authorization to provide a guarantee of the Obligations unless such consent, approval, license
or authorization has been received or obtained, (f) any captive insurance subsidiary, (g) not-for-profit subsidiaries or special
purpose entities, (h) each Domestic Subsidiary acquired pursuant to an Acquisition permitted by Section 7.5 or other Investment
permitted by Section 7.4 that, at the time of such Acquisition or other Investment, has assumed Indebtedness not incurred in contemplation
of such Acquisition or other Investment and each subsidiary that is a subsidiary thereof that guarantees such Indebtedness, in each case,
to the extent such Indebtedness prohibits such subsidiary from becoming a Subsidiary Guarantor, (i) any Foreign Subsidiary or (j) any
other Domestic Subsidiary with respect to which, in the reasonable judgment of the Borrower and the Administrative Agent, the cost, burden
or consequences (including adverse Tax consequences) of providing a guarantee is excessive in view of the benefits to be obtained by
the Lenders.
“Excluded Swap Obligations”
means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor
of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal
under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application of
or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible
contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such
Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises
under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is
attributable to swaps for which such Guarantee or security interest is or becomes illegal.
“Excluded Taxes”
means any of the following Taxes imposed on or with respect to any Credit Party or required to be withheld or deducted from a payment
to a Credit Party, (i) net income or net profits, net worth, branch profits or similar Taxes, and franchise Taxes, imposed in each
case (A) as a result of such Credit Party (or, in the case of a pass through entity, any of its beneficial owners) being organized
under the laws of, or having its principal office or its applicable lending office located in, the jurisdiction imposing such Tax (or
any political subdivision thereof) or (B) as a result of any other present or former connection between such Credit Party or such
beneficial owner thereof and the jurisdiction of the Governmental Authority imposing such Tax or any political subdivision or taxing
authority thereof or therein (other than any such connection arising solely from such recipient having executed, delivered, become a
party to, performed its obligations, perfected a security interest or received a payment under, or engaged in any other transaction pursuant
to and/or enforced, any Loan Document, and/or sold or assigned an interest in any Loan or Loan Document), (ii) [reserved], (iii) in
the case of a Lender, U.S. federal withholding taxes, including backup withholding Taxes, imposed on amounts payable to or for the account
of such Lender with respect to an applicable interest in a Loan or Commitment (including, for the avoidance of doubt, fees payable in
respect of an issued Letter of Credit pursuant to Section 3.3(b)) pursuant to a law in effect on the date on which (A) such
Lender acquires an interest in the applicable Commitment (including, for the avoidance of doubt, with respect to an applicable interest
in a Loan funded by such Lender pursuant to a prior Commitment of such Lender, the interest in such prior Commitment) or, if such Lender
did not fund the applicable Loan pursuant to a prior Commitment of such Lender, the date on which such Lender acquired the applicable
interest in such Loan (in each case, other than pursuant to an assignment request by the Borrower under Section 3.9) or (B) such
Lender changes its lending office, except in each case to the extent that, pursuant to Section 3.7, amounts with respect to such
Taxes were payable either to such Lender’s assignor immediately before such Lender acquires the applicable interest in the Loan
or Commitment or to such Lender immediately before it changed its lending office, (iv) Taxes resulting from such Credit Party’s
failure to comply with Section 3.7(e), (f), (g) or (i), (v) any withholding taxes imposed under FATCA and (vi) any
U.S. federal backup withholding under Section 3406 of the Code.
30
“Existing Credit Agreement”
has the meaning set forth in the Recitals.
“Existing Letter of
Credit” means each letter of credit outstanding on the Amendment Effective Date under the Existing Credit Agreement immediately
prior to giving effect to the Amendment Agreement.
“Existing Loan Documents”
has the meaning given to such term in Section 1.11(b).
“Existing Revolving
Facility” means (a) the Revolving Commitments (other than 2026 Incremental Revolving Commitments), other than Extended
Revolving Commitments and Refinancing Revolving Commitments, and (b) the Revolving Loans (other than 2026 Incremental Revolving
Loans), other than Extended Revolving Loans and Refinancing Revolving Loans.
“Existing Revolving
Facility Maturity Date” means March 25, 2030 (the “Initial Existing Revolving Facility Maturity Date”);
provided that if as of the date that is 91 days prior to the maturity date of the 2028 Notes (or any Indebtedness (other than
borrowings under the Existing Revolving Facility, any other Revolving Commitments or Indebtedness incurred pursuant to Section 7.1(o))
that refinances any of the 2028 Notes and has a maturity date that is 91 days prior to the Initial Existing Revolving Facility Maturity
Date) (such date, the “Revolving Facility Springing Maturity Date”), any 2028 Notes remain outstanding, then the Existing
Revolving Facility Maturity Date shall be the Revolving Facility Springing Maturity Date.
“Existing Revolving
Loan” means a Revolving Loan under the Existing Revolving Facility.
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“Expiring Credit Commitment”
has the meaning given to such term in Section 2.10(d).
“Extended Revolving
Commitment” has the meaning given to such term in Section 2.15(a).
“Extended Revolving
Loans” means Loans made to the Borrower pursuant to Extended Revolving Commitments.
“Extended Term Loans”
has the meaning given to such term in Section 2.15(a).
“Extending Revolving
Lender” has the meaning given to such term in Section 2.15(a).
“Extending Term Lender”
has the meaning given to such term in Section 2.15(a).
“Extension”
has the meaning given to such term in Section 2.15(a).
“Extension Amendment”
means an amendment to this Agreement in connection with an Extension as described in Section 2.15(c).
“Extension Offer”
has the meaning given to such term in Section 2.15(a).
“Facilities”
means, collectively, the following facilities: (a) the Term A Loan Commitments and the Term A Loans, (b) the 2026 Incremental
Term A-1 Loan Commitments and 2026 Incremental Term A-1 Loans, (c) the 2026 Incremental Term A-2 Loan Commitments and 2026 Incremental
Term A-2 Loans, (d) the 2026 Incremental Term A-3 Loan Commitments
and 2026 Incremental Term A-3 Loans, (e) Incremental Term Commitments and Incremental Term Loans of the same Class, (ef)
the Existing Revolving Facility, (fg)
the 2026 Incremental Revolving Facility, (gh)
any Incremental Revolving Facility and the Incremental Revolving Loans made thereunder of the same Class and (hi)
any other Class of Loans and any related Commitments.
“Facility Amendment”
means an Incremental Amendment, a Revolving Increase Supplement, a Refinancing Amendment or an Extension Amendment.
“Fair Market Value”
means, with respect to any property or assets, the price which could be negotiated in an arm’s-length free market transaction,
for cash, between a willing seller and a willing buyer, neither of whom is under undue pressure or compulsion to complete the transaction.
Fair Market Value shall be determined, except as otherwise expressly provided in this Agreement, by any Financial Officer of the Borrower
in good faith.
“Farm Credit Lender”
means a federally-chartered Farm Credit System lending institution organized under the Farm Credit Act of 1971 or the Federal Agriculture
Mortgage Corporation.
32
“FATCA”
means Sections 1471 through 1474 of the Code, as of the Amendment Effective Date (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations thereunder or official interpretations
thereof, any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version
described above), any intergovernmental agreement, treaty or convention among Governmental Authorities entered into to implement such
Sections of the Code, and any related laws, regulations and official administrative practices to effect any such intergovernmental agreement,
treaty or convention.
“FCC” means
the Federal Communications Commission, or any Governmental Authority succeeding to the functions thereof.
“FCC License”
means any governmental approval or authorization issued by the FCC pursuant to the Communications Act or otherwise that authorizes a
Person to transmit or receive radio waves, microwaves or other signals (whether terrestrial or otherwise).
“Federal Funds Effective
Rate” means, for any day, the higher of (a) 0.00% and (b) a rate per annum equal to the weighted average of the rates
on overnight federal funds transactions with members of the Federal Reserve System on such day, as published by the Federal Reserve Bank
of New York on the Business Day next succeeding such day; provided that if the day for which such rate is to be determined is
not a Business Day, the Federal Funds Effective 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.
“Financial Covenant”
means the covenant set forth in Section 7.15.
“Financial Covenant
Credit Exposure” means, with respect to any Lender at any time, the sum of such Lender’s Revolving Credit Exposure and
Term Loans for all Financial Covenant Facilities. Notwithstanding anything to the contrary herein contained, in connection with determining
whether a Lender holds Financial Covenant Credit Exposure, Lenders with any Incremental Commitments that, when incurred, would be considered
a Financial Covenant Facility (and to the extent such Incremental Commitments are being established concurrently with the determination
of whether a Lender holds Financial Covenant Credit Exposure, solely to the extent such Incremental Commitments are then permitted to
be established in accordance with Section 2.13 as in effect immediately prior to the establishment of such Incremental Commitment),
shall be treated as having Financial Covenant Credit Exposure.
“Financial Covenant
Event of Default” has the meaning given to such term in Section 8.1(d).
“Financial Covenant
Facility” means any Loan or Commitment under any Facility other than a Non-Financial Covenant Facility.
“Financial Covenant
Lender” means a Lender with a Commitment, or that holds a Loan, under a Financial Covenant Facility.
“Financial Officer”
means, with respect to any Person, the chief financial officer, principal accounting officer, treasurer, controller, senior vice president-finance
or vice president-finance of such Person, or any other officer at such Person with substantially similar responsibilities as any of the
foregoing officers.
33
“First Lien Debt”
means, as of any date, (a) the aggregate principal amount of all Indebtedness of the Borrower and the Subsidiaries that would be
reflected as liabilities on a consolidated balance sheet of the Borrower and the Subsidiaries as of such date determined in accordance
with GAAP that is (i) secured by a Lien on any of the Collateral on an equal priority basis or senior priority basis with the Liens
securing the First Lien Obligations or (ii) secured by assets of the Borrower and the Subsidiaries that are not Collateral, minus
(b) Permitted NMTC Debt to the extent included therein, minus (c) Permitted Cash minus (d) Indebtedness
permitted by Section 7.1(n) and Section 7.1(x), plus (e) without duplication of the amounts
included in clause (a) immediately above, the aggregate principal amount of all Securitizations of the Borrower and the Subsidiaries.
“First Lien Leverage
Ratio” means, as of any date, the ratio of (i) First Lien Debt on such date to (ii) Trailing Adjusted Operating Cash
Flow.
“First Lien Obligations”
means the Obligations and any other Indebtedness that is, or purported to be, secured by Liens on the Collateral on an equal priority
basis with the Liens on the Collateral securing the Term A Loans, 2026 Incremental Term A-1 Loans and,
2026 Incremental Term A-2 Loans and 2026 Incremental Term A-3 Loans.
For the avoidance of doubt, “First Lien Obligations” shall include the Term A Loans, 2026 Incremental Term A-1 Loans and,
2026 Incremental Term A-2 Loans and 2026 Incremental Term A-3 Loans.
“Fitch”
means Fitch, Inc. and any successor to its rating agency business.
“Fixed Amounts”
has the meaning assigned to such term in Section 1.6(c).
“Fixed Dollar Incremental
Amount” has the meaning assigned to such term in Section 2.13(d)(iii)(A).
“Flood Insurance Laws”
means, collectively, (i) the National Flood Insurance Act of 1968, (ii) the Flood Disaster Protection Act of 1973, (iii) the
National Flood Insurance Reform Act of 1994, (iv) the Flood Insurance Reform Act of 2004 and (v) the Biggert-Waters Flood Insurance
Reform Act of 2012.
“Floor”
means 0.00% per annum.
“Forecasts”
has the meaning assigned to such term in Section 4.4(b).
“Foreign Affected
Sale” has the meaning set forth in Section 2.7(d).
“Foreign Lender”
means any Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code.
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“Foreign Subsidiary”
means any subsidiary of the Borrower that is organized and existing under the laws of a jurisdiction other than the United States, any
State thereof or the District of Columbia.
“Franchises”
means all franchises and franchise applications required in connection with the Communications Business, other than FCC Licenses.
“Funding Outside Date”
has the meaning specified in Section 5.3.
“GAAP” means
generally accepted accounting principles in effect from time to time in the United States of America.
“GCI
Divestiture Tax Receivables Agreement” means the GCI Divestiture Tax Receivables Agreement (as defined in the Liberty
Broadband Merger Agreement), as in effect as of the date of the GCI Spin-Off, as may be amended from time to time thereafter but only
to the extent any such amendment is not materially adverse to the Lenders.
“GCI Divestiture Tax
Sharing Agreement” means the GCI Divestiture Tax Sharing Agreement (as defined in the Liberty Broadband Merger Agreement),
as in effect as of the date of the GCI Spin-Off, as may be amended from time to time thereafter but only to the extent any such amendment
is not materially adverse to the Lenders.
“GCI Holdings”
means GCI Holdings, LLC, a Delaware limited liability company.
“GCI Liberty”
means GCI Liberty, Inc. (n/k/a Liberty Capital Corporation), a Nevada corporation.
“GCI Spin-Off”
means the transfer of the Borrower and each of its Subsidiaries to GCI Liberty and distribution of common stock of GCI Liberty to shareholders
of Liberty Broadband in accordance with the terms of the Liberty Broadband Merger Agreement.
“Governmental Authority”
means the government of the United States of America, any other nation or 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).
“Guarantee”
of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having
the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (i) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance
or supply funds for the purchase of) any security for the payment thereof, (ii) to purchase or lease property, securities or services
for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (iii) to maintain working
capital, equity capital or any other financial statement condition or liquidity of the primary obligor as to enable the primary obligor
to pay such Indebtedness or other obligation or (iv) as an account party in respect of any letter of credit or letter of guaranty
issued to support such Indebtedness or obligation; provided that the term “Guarantee” shall not include endorsements
for collection or deposit in the ordinary course of business. The amount of any Guarantee of any guaranteeing person shall be deemed
to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee
is made and (b) the maximum amount for which such guarantor may be liable pursuant to the terms of the instrument embodying such
Guarantee in accordance with GAAP. The term “guarantee” or “guaranteed” as a verb has a correlative meaning thereto.
35
“Guarantee Supplement”
means a Guarantee Supplement in the form of Exhibit H.
“Guarantors”
means the Subsidiary Guarantors and any other Person that executes this Agreement in accordance with Section 6.11 or 6.16 (other
than the Borrower) and delivers the applicable Security Documents.
“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.
“Hedging Agreement”
means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest
or currency exchange rate or commodity price swap, cap, collar, hedging or other like arrangement.
“Immaterial Subsidiary”
means any Subsidiary that is not a Material Subsidiary.
“Incremental Amendment”
has the meaning assigned to such term in Section 2.13(f).
“Incremental Commitments”
has the meaning assigned to such term in Section 2.13(a).
“Incremental Facility
Closing Date” has the meaning assigned to such term in Section 2.13(d).
“Incremental Lenders”
has the meaning assigned to such term in Section 2.13(c).
“Incremental Loan”
has the meaning assigned to such term in Section 2.13(b).
“Incremental Loan
Request” has the meaning assigned to such term in Section 2.13(a).
“Incremental Revolving
Commitments” has the meaning assigned to such term in Section 2.13(a).
36
“Incremental Revolving
Facility” has the meaning assigned to such term in Section 2.13(a).
“Incremental Revolving
Lender” has the meaning assigned to such term in Section 2.13(c).
“Incremental Revolving
Loan” has the meaning assigned to such term in Section 2.13(b).
“Incremental Term
Commitments” has the meaning assigned to such term in Section 2.13(a).
“Incremental Term
Lender” has the meaning assigned to such term in Section 2.13(c).
“Incremental Term
Loan” has the meaning assigned to such term in Section 2.13(b).
“Incurrence-Based
Amounts” has the meaning assigned to such term in Section 1.6(c).
“Incurrence-Based
Incremental Amount” has the meaning assigned to such term in Section 2.13(d)(iii)(B).
“Indebtedness”
of any Person means (subject to Section 1.4), without duplication, (i) all obligations of such Person for borrowed money, (ii) all
obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (iii) all obligations of such Person under
conditional sale or other title retention agreements relating to property acquired by such Person, (iv) all obligations of such
Person in respect of the deferred purchase price of property (excluding accounts payable or similar obligations incurred in the ordinary
course of business), (v) all Indebtedness of others secured by any Lien on property owned or acquired by such Person, whether or
not the Indebtedness secured thereby has been assumed; provided that the amount of such Indebtedness will be the lesser of (x) the
Fair Market Value of such property at such date of determination and (y) the amount of such Indebtedness of such other Person, (vi) all
Guarantees by such Person of Indebtedness of others, (vii) all Capital Lease Obligations of such Person, (viii) all obligations,
contingent or otherwise, of such Person as an account party in respect of reimbursement obligations under drawn letters of credit and
drawn letters of guaranty, (ix) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances,
(x) Disqualified Equity, (xi) all obligations of such Person incurred under or in connection with a Securitization and (xii) to
the extent not otherwise included in clauses (i) through (xi), any payment obligations of any such Person at the time of determination
under any Hedging Agreement. Notwithstanding the above provisions, in no event shall the following constitute Indebtedness:
(a) contingent
obligations incurred in the ordinary course of business or consistent with past practice;
(b) prepaid
or deferred revenue arising on the ordinary course of business;
37
(c) in
connection with the purchase or disposition by the Borrower or any of its Subsidiaries of any business or property, any incurred or assumed
indemnification, working capital and other post-closing payment adjustments (including earn-outs) or similar obligations and holdback
arrangements, in each case until such time as such obligation becomes a liability on the balance sheet of the Borrower or a Subsidiary
pursuant to GAAP;
(d) obligations,
to the extent such obligations would otherwise constitute Indebtedness, under any agreement that have been irrevocably defeased or irrevocably
satisfied and discharged pursuant to the terms of such agreement;
(e) in
the case of the Borrower and its Subsidiaries, (x) all intercompany Indebtedness having a term not exceeding 364 days (inclusive
of any roll-over or extensions of terms) and made in the ordinary course of business and (y) intercompany liabilities in connection
with cash management, tax and accounting operations of the Borrower and its Subsidiaries;
(f) [reserved];
(g) reimbursement
obligations under letters of credit (provided that unreimbursed amounts under letters of credit will be counted as Indebtedness ten (10) Business
Days after such amount is drawn); and
(h) Qualified
Equity.
The Indebtedness of any Person
shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent
such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except
to the extent the terms of such Indebtedness provide that such Person is not liable therefor.
For
purposes of this definition, the amount of the payment obligation with respect to any Hedging Agreement shall be an amount equal to (i) zero,
if such obligation is an interest rate protection agreement permitted pursuant to Section 7.1(e) or (ii) the amount
of any obligations under any other Hedging Agreement equal at any time of determination to the termination value of the applicable agreement
or arrangement giving rise to such obligation under such Hedging Agreement that would be payable by such Person at such time, after giving
effect to all netting arrangements.
“Indemnified Taxes”
means Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan
Party under any Loan Document.
“Indemnitee”
has the meaning assigned to such term in Section 10.3(b).
“Independent Assets
or Operations” means, with respect to any Parent Company, that such Parent Company’s total assets, revenues, income from
continuing operations before income taxes and cash flows from operating activities (excluding in each case amounts related to its investment
in the Borrower and its subsidiaries), determined in accordance with GAAP and as shown on the most recent balance sheet of such Parent
Company, is more than 5.0% of such Parent Company’s corresponding consolidated amount.
38
“Initial Default”
has the meaning set forth in Section 8.3(b).
“Initial Existing
Revolving Facility Maturity Date” has the meaning set forth in the definition of “Existing Revolving Facility Maturity
Date.”
“Initial Term A-1
Amortization Period” has the meaning assigned to such term in Section 2.6(d).
“Intercreditor Agreement”
means (a) to the extent executed in connection with the incurrence of Indebtedness secured by Liens on the Collateral which are
expressly permitted hereunder to rank equal in priority to the Liens on the Collateral securing the First Lien Obligations, a customary
intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent and the Borrower, which agreement shall
provide that the Liens on the Collateral securing such Indebtedness shall rank equal in priority to the Liens on the Collateral securing
the First Lien Obligations and (b) to the extent executed in connection with the incurrence of Indebtedness secured by Liens on
the Collateral that are permitted hereunder but which do not rank equal in priority to the Liens on the Collateral securing the First
Lien Obligations, a customary intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent and the
Borrower, which agreement shall provide that the Liens on the Collateral securing such Indebtedness shall rank junior to the Liens on
the Collateral securing the First Lien Obligations.
“Interest Election
Request” means an Interest Election Request, substantially in the form of Exhibit D.
“Interest Expense”
means, for any Person for any period, the interest expense (including, without limitation, the interest component of Capital Lease Obligations)
of such Person and its Subsidiaries during such period determined on a consolidated basis in accordance with GAAP, plus capitalized
interest of such Person for such period, whether paid or accrued, plus all cash dividends paid or other recurring distributions
paid (excluding items eliminated in consolidation) on any series of preferred stock of any subsidiary of such Person during such period,
plus all cash dividends paid or other recurring distributions paid (excluding items eliminated in consolidation) on any series
of Disqualified Equity during such period. For purposes of this definition, interest on a Capital Lease Obligation shall be deemed to
accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capital Lease Obligation
in accordance with GAAP.
“Interest Payment
Date” means (i) with respect to each ABR Loan, the last day of each March, June, September and December, (ii) with
respect to each SOFR Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case
of a SOFR Loan with an Interest Period of more than three months duration, each day prior to the last day of such Interest Period that
occurs at intervals of three months duration after the first day of such Interest Period, (iii) with respect to each Existing Revolving
Loan, the Existing Revolving Facility Maturity Date, (iv) with respect to each 2026 Incremental Revolving Loan, the 2026 Incremental
Revolving Facility Maturity Date, (v) with respect to each Term A Loan, the Term A Maturity Date, (vi) with respect to each
2026 Incremental Term A-1 Loan, the 2026 Incremental Term A-1 Loan Maturity Date, (vii) with respect to each 2026 Incremental Term
A-2 Loan, the 2026 Incremental Term A-2 Loan Maturity Date, (viii) with respect to each 2026
Incremental Term A-3 Loan, the 2026 Incremental Term A-3 Loan Maturity Date, (ix) with respect to each Swingline Loan, the
day that such Swingline Loan is required to be repaid pursuant to Section 2.6(a), and (ixx)
with respect to each Incremental Loan, Refinancing Revolving Loan, Refinancing Term Loan, Extended Revolving Loan and Extended Term Loan,
the Maturity Date with respect to such Loan.
39
“Interest Period”
means, with respect to any SOFR Borrowing, the period commencing on the date of such Borrowing and ending one month, three months or
six months thereafter, as the Borrower may elect, or such other period as each Lender affected thereby may agree in each such Lender’s
sole discretion; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period
shall be extended to the next succeeding Business Day, unless, in the case of any Interest Period of at least one month, such next succeeding
Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and
(ii) any Interest Period of at least one month that commences on the last Business Day of a calendar month (or on a day for which
there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the
last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing
is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.
“Investments”
has the meaning assigned to such term in Section 7.4.
“IRU” shall
mean any agreement whereby one Person grants the exclusive and irrevocable right to use conduit, dark fiber, lit fiber (including associated
electronic and/or optical components) or other telecommunications network facilities owned by such Person to another Person for such
other Person’s own network use, but not the right to physical possession and control of such facilities, and without regard to
whether such agreement should be characterized as a lease or as a conveyance of an ownership interest.
“Issuing Bank”
means, individually and collectively, each of (i) Credit Agricole CIB, in respect of the Existing Revolving Facility, (ii) CoBank,
ACB, in respect of the 2026 Incremental Revolving Commitments and (iii) any other Lender from time to time designated by the Borrower
as an Issuing Bank under either Existing Revolving Facility or the 2026 Incremental Revolving Facility, with the consent of such Lender
and the Administrative Agent (such consent of the Administrative Agent not to be unreasonably withheld, delayed or conditioned). At any
time there is more than one (1) Issuing Bank, all singular references to the Issuing Bank shall mean any Issuing Bank, either Issuing
Bank, each Issuing Bank, the Issuing Bank that has issued the applicable Letter of Credit, or both (or all) Issuing Banks, as the context
may require.
“Latest Maturity Date”
shall mean, at any date of determination, the latest maturity date applicable to any Term Loan hereunder at such time, including the
latest maturity date of any Term A Loan, 2026 Incremental Term A-1 Loans, 2026 Incremental Term A-2 Loans, 2026
Incremental Term A-3 Loans, any Incremental Term Loan, or any Refinancing Term Loan, in each case as extended in accordance with
this Agreement from time to time.
40
“LC Disbursement”
means a payment made by the Issuing Bank pursuant to a Letter of Credit.
“LC Exposure”
means, at any time, the sum, without duplication, of (i) the aggregate undrawn amount of all outstanding Letters of Credit at such
time plus (ii) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at
such time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time. With respect
to any Letter of Credit that, by its terms or any 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.
“LC Termination Date”
means (i) with respect to the Existing Revolving Facility, the Existing Revolving Facility Maturity Date and (ii) with respect
to the 2026 Incremental Revolving Facility, the 2026 Incremental Revolving Facility Maturity Date, in each case unless extended pursuant
to a Facility Amendment signed by the Issuing Bank.
“LCT Election”
has the meaning assigned to such term in Section 1.7.
“LCT Test Date”
has the meaning assigned to such term in Section 1.7.
“Lenders”
means the Persons listed on Schedule 1.1A and any other Person that shall have become a party hereto pursuant to the terms and
provisions of Section 10.4, pursuant to an Assignment and Acceptance or pursuant to a Facility Amendment, other than any such Person
that ceases to be a party hereto pursuant to the terms and provisions of Section 10.4 pursuant to an Assignment and Acceptance or
upon payment in full of such Lender’s Loans and all other sums owing to such Lender under the Loan Documents (whether or not then
due) and the termination of such Lender’s Commitments. Unless the context otherwise requires, the term “Lenders” includes
the Swingline Lender.
“Lender-Related Distress
Event” means, with respect to any Lender or any direct or indirect parent company of such Lender (each, a “Lender
Distressed Person”), (a) that such Lender Distressed Person is or becomes subject to a voluntary or involuntary case under
any Debtor Relief Law, (b) a custodian, conservator, receiver, or similar official is appointed for such Lender Distressed Person
or any substantial part of such Lender Distressed Person’s assets, (c) such Lender Distressed Person is subject to a forced
liquidation, makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any Governmental
Authority having regulatory authority over such Lender Distressed Person or its assets to be, insolvent or bankrupt or (d) that
such Lender Distressed Person becomes the subject of a Bail-In Action; provided that a Lender-Related Distress Event shall not
be deemed to have occurred solely by virtue of the ownership or acquisition of any Equity Interests in any Lender or any direct or indirect
parent company of a Lender by a Governmental Authority or an instrumentality thereof so long as such ownership interest does not result
in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments
or writs of attachment on its assets or permit such Lender (or such Governmental Authority or instrumentality) to reject, repudiate,
disavow or disaffirm any contracts or agreements made with such Lender.
41
“Letter of Credit”
means (i) any letter of credit (and any successive extensions thereof) issued pursuant to this Agreement and (ii) any Existing
Letter of Credit.
“Liberty Broadband”
means Liberty Broadband Corporation, a Delaware corporation, and its successors.
“Liberty Broadband
Merger Agreement” means the Agreement and Plan of Merger, dated as of November 12, 2024, as amended, restated, supplemented
or otherwise modified from time to time by and among Liberty Broadband, Charter Communications, Inc., Fusion Merger Sub 1, LLC and
Fusion Merger Sub 2, Inc.
“Liberty Dividend
Assets” means the dividend, transfer or other distribution by the Borrower or any Subsidiary of any Contributed Ventures Assets.
“Liberty Subsidiary”
means (i) Broadband Holdco, LLC, a Delaware limited liability company; Celebrate Interactive LLC, a Delaware limited liability company;
LMC Social, LLC, a Delaware limited liability company; Provide Gifts, Inc., a Delaware corporation; and Ventures Holdco, in each
case including the successor of any of the foregoing Persons, and (ii) any subsidiary of the Borrower designated as a New Liberty
Subsidiary in accordance with Section 6.11. A Liberty Subsidiary shall not be deemed a Subsidiary or an Unrestricted Subsidiary
unless and until such Liberty Subsidiary is redesignated a Subsidiary or an Unrestricted Subsidiary, as the case may be, in accordance
with Section 6.16.
“Liberty Subsidiary
Designation” has the meaning assigned to such term in Section 6.11.
“Lien” means,
with respect to any asset, (i) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest
in, on or of such asset, (ii) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title
retention agreement relating to such asset and (iii) in the case of securities, any purchase option, call or similar right of a
third party with respect to such securities.
“Limited Condition
Transaction” means (i) any Acquisition or Investment, including by way of merger, by the Borrower or one or more of its
Subsidiaries permitted pursuant to this Agreement the consummation of which is not conditioned upon the availability of, or on obtaining,
third party financing, (ii) any Restricted Payment the irrevocable declaration of which occurs in advance of such Restricted Payment
and (iii) any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness requiring irrevocable
notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment.
“Loan Documents”
means this Agreement, Amendment No. 1, Amendment No. 2, Amendment
No. 3, the Notes, Letters of Credit, each application for a Letter of Credit executed and delivered by the Borrower to the
extent that any Letter of Credit related thereto is still outstanding, each Facility Amendment, the Security Documents, any Intercreditor
Agreement entered into by the Administrative Agent as representative for the Secured Parties and the Amendment Agreement.
42
“Loan Increase”
means a Term Loan Increase or Revolving Commitment Increase.
“Loan Parties”
means the Borrower and the Subsidiary Guarantors and any other Person that is a Guarantor.
“Loans”
means the loans made by the Lenders to the Borrower pursuant to this Agreement or the Amendment Agreement.
“Majority Facility
Lenders” means, with respect to (a) the Term A Loan Commitments and the Term A Loans, the holders of more than 50% of
the aggregate unpaid principal amount of the Term A Loans, (b) the Incremental Term Commitments and Incremental Term Loans of the
same Class, the holders of more than 50% of the aggregate unpaid principal amount of the Incremental Term Loans of such Class, (c) the
Revolving Commitments and the Revolving Loans of the same Class, the holders of more than 50% of the aggregate Revolving Commitments
of such Class, (d) the 2026 Incremental Term A-1 Loan Commitments and the 2026 Incremental Term A-1 Loans, (i) from and after
the borrowing of the 2026 Incremental Term A-1 Loans, the holders of more than 50% of the aggregate unpaid principal amount of the 2026
Incremental Term A-1 Loans and (ii) to the extent the 2026 Incremental Term A-1 Loans are not funded on or prior to the Funding
Outside Date, the holders of the 2026 Incremental Term A-1 Loan Commitments shall be ignored for purposes of determining Majority Facility
Lender, (e) the 2026 Incremental Term A-2 Loan Commitments and the 2026 Incremental Term A-2 Loans, the holders of more than 50%
of the aggregate unpaid principal amount of the 2026 Incremental Term A-2 Loans, (f) the 2026 Incremental Term
A-3 Loan Commitments and the 2026 Incremental Term A-3 Loans, the holders of more than 50% of the aggregate unpaid principal amount of
the 2026 Incremental Term A-3 Loans, (g) the 2026 Incremental Revolving Commitments and the 2026 Incremental Revolving Loans,
(i) to the extent the Amendment No. 1 Funding Date occurs on or prior to the Funding Outside Date, the holders of more than
50% of the aggregate 2026 Incremental Revolving Commitments and (ii) to the extent the Amendment No. 1 Funding Date does not
occur on or prior to the Funding Outside Date, the holders of the 2026 Incremental Revolving Commitments shall be ignored for purposes
of determining Majority Facility Lender and (gh)
any other Class of Term Loans, the holders of more than 50% of the aggregate unpaid principal amount of the Term Loans of such Class.
“Margin Stock”
has the meaning assigned to such term in Regulation U.
“Material Adverse
Effect” means a material adverse effect on (i) the business, assets, properties, results of operations, or financial condition
of the Borrower and the Subsidiaries, taken as a whole or (ii) the rights of, or remedies available to, the Credit Parties under
the Loan Documents.
“Material Obligations”
means Indebtedness (other than Indebtedness under the Loan Documents) of any one or more of the Borrower or any Subsidiary in an aggregate
principal amount exceeding $100,000,000. For purposes of determining Material Obligations, the “principal amount” of the
obligations of any Person in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any
netting agreements) such Person would be required to pay if such Hedging Agreement were terminated at such time. For purposes of determining
Material Obligations, the “principal amount” in respect of any Securitization shall be determined as set forth in the definition
of such term.
43
“Material Subsidiary”
means each Subsidiary of the Borrower now existing or hereafter acquired or formed and each successor thereto other than any Subsidiary
(a) which accounts for not more than (i) 5.0% of the consolidated gross revenues (after intercompany eliminations) of the Borrower
and its subsidiaries and (ii) 5.0% of the Total Assets (after intercompany eliminations) of the Borrower and its subsidiaries, in
each case, as of the last day of the most recently completed fiscal quarter as reflected on the financial statements for such quarter
delivered in accordance with Section 6.1. If the Subsidiaries that do not constitute Material Subsidiaries pursuant to the previous
sentence account for, in the aggregate, more than the lesser of (i) 10.0% of the consolidated gross revenues (after intercompany
eliminations) of the Borrower and its subsidiaries and (ii) 10.0% of the Total Assets of the Borrower and its subsidiaries, each
as described in the previous sentence, then the term “Material Subsidiary” shall include each such Subsidiary selected by
the Borrower necessary to account for at least 90.0% of the consolidated gross revenues of the Borrower and its subsidiaries and 90.0%
of the Total Assets of the Borrower and its subsidiaries, each as described in the previous sentence; provided that any Subsidiary
deemed to constitute a Material Subsidiary pursuant to this sentence may subsequently constitute an Immaterial Subsidiary so long as
the Borrower is in compliance with the foregoing.
“Materials”
has the meaning assigned to such term in Section 10.1.
“Maturity Date”
means (a) with respect to the Term A Loans, the Term A Maturity Date, (b) with respect to the 2026 Incremental Term A-1 Loans,
the 2026 Incremental Term A-1 Loan Maturity Date (c) with respect to the 2026 Incremental Term A-2 Loans, the 2026 Incremental Term
A-2 Loan Maturity Date, (d) with respect to the 2026 Incremental Term
A-3 Loans, the 2026 Incremental Term A-3 Loan Maturity Date, (e) with respect to the Revolving Commitments under the Existing
Revolving Facility, the Existing Revolving Facility Maturity Date, (ef)
with respect to the 2026 Incremental Revolving Commitments under the 2026 Incremental Revolving Facility, the 2026 Incremental Revolving
Facility Maturity Date, (fg)
with respect to any Class of Incremental Term Loans or Incremental Revolving Commitments, the final maturity as specified in the
applicable Incremental Amendment, (gh)
with respect to any Class of Extended Term Loans or Extended Revolving Commitments, the final maturity date as specified in the
applicable Extension Amendment, and (hi)
with respect to any Class of Refinancing Term Loans or Refinancing Revolving Commitments, the final maturity date as specified in
the applicable Refinancing Amendment.
“Maximum Rate”
has the meaning assigned to such term in Section 10.12.
“Minimum Extension
Condition” has the meaning given to such term in Section 2.15(b).
“Moody’s”
means Moody’s Investors Service, Inc. and any successor to its rating agency business.
44
“Mortgages”
means the mortgages, deeds of trust, assignments of leases and rents and other security documents (if any) delivered pursuant to this
Agreement with respect to the granting of a Lien on Real Property, each in form and substance reasonably satisfactory to the Administrative
Agent.
“Multiemployer Plan”
means a multiemployer plan as defined in Section 4001(a)(3) of ERISA, and to which the Borrower or an ERISA Affiliate is making,
is obligated to make or has made or been obligated to make, contributions on behalf of participants who are or were employed by any of
them.
“Net Income”
means, with respect to any Person for any period, the net income (loss) of such Person and its Subsidiaries during such period determined
on a consolidated basis in accordance with GAAP (without deduction for minority interests); provided that there shall be excluded
from such Net Income, without duplication, (i) with respect to the Borrower, any net income (loss) of any Person if such Person
is not a Subsidiary, except that the Borrower’s equity in the net income of any such Person for such period shall be included in
such Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the Borrower or a Subsidiary
as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Subsidiary, to the limitations contained
in clause (ii) below (if applicable)) and (ii) solely for purposes of calculating the OCF Builder Prong of the Cumulative Credit,
with respect to the Borrower, any net income (loss) of any Subsidiary (other than a Subsidiary Guarantor) that is subject to restrictions
on the payment of dividends or the making of distributions by such Subsidiary (other than restrictions not prohibited by Section 7.11),
directly or indirectly, to the Borrower or a Subsidiary Guarantor, except that the Borrower’s equity in the net income of any such
Subsidiary for such period shall be included in such Net Income up to the aggregate amount of cash that could have been distributed by
such Subsidiary during such period to the Borrower or another Subsidiary as a dividend (subject, in the case of a dividend to another
Subsidiary, to the limitation contained in this clause).
“Net Proceeds”
shall mean (X) with respect to any sale or other disposition of assets or any casualty event or condemnation, the aggregate amount
of cash received by the Borrower or any Subsidiary Guarantor and any cash payments received upon the sale or other disposition of any
Designated Non-Cash Consideration received in such sale or other disposition, including (a) any cash received in respect of any
non-cash proceeds (including Designated Non-Cash Consideration), but only as and when received, (b) in the case of a casualty, insurance
proceeds, and (c) in the case of a condemnation or similar event, condemnation awards and similar payments, net of (i) amounts
paid or reserved, if any, for Taxes payable with respect to the transaction, event or condemnation or such sale or other disposition
of Designated Non-Cash Consideration, (ii) transaction fees, commissions, discounts, costs and out-of-pocket expenses properly attributable
to the transaction or such sale or other disposition of Designated Non-Cash Consideration, (iii) the principal amount of any Indebtedness
(other than the First Lien Obligations) that is secured by assets subject to the transaction and that is repaid in connection therewith,
and (iv) any reserve for adjustments in respect to the transaction established in accordance with GAAP, and (Y) in connection
with any incurrence of Indebtedness or any issuance or sale of Equity Interests, the cash proceeds received from such incurrence or issuance,
net of attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other customary
fees, Taxes and expenses actually incurred in connection therewith.
45
“New Included Subsidiary”
has the meaning assigned to such term in Section 6.11.
“New Liberty Subsidiary”
has the meaning assigned to such term in Section 6.11.
“New Subsidiary”
has the meaning assigned to such term in Section 6.11.
“NMTC Subsidiaries”
means Twain Investment Fund 627, LLC, New Markets Investment 145 LLC, Northern Development Fund X, LLC, Twain Investment Fund 384, LLC
and Unicom 7 Investment Fund, LLC, and each investment fund that becomes a subsidiary of the Borrower after the Closing Date in connection
with a Permitted NMTC Transaction, and each subsidiary of each of the foregoing.
“Non-Consenting Lender”
has the meaning assigned to such term in Section 10.2(c).
“Non-Expiring Credit
Commitments” has the meaning given to such term in Section 2.10(d).
“Non-Financial Covenant
Facility” means any Loan or Commitment under any Facility that, pursuant to its Facility Amendment, does not contain the Financial
Covenant; provided that any such Facility that is amended to contain the Financial Covenant shall cease to be a Non-Financial
Covenant Facility on the date that such amendment becomes effective and such Facility becomes subject to the Financial Covenant.
“Non-Financial Covenant
Lender” means a Lender with a Commitment, or that holds a Loan, under a Non-Financial Covenant Facility.
“Not Otherwise Applied”
means, with reference to any amount of proceeds of any transaction or event, that such amount was not previously (and is not concurrently
being) applied in determining the permissibility of any other transaction under the Loan Documents where such permissibility was or is
(or may have been) contingent on receipt of such amount or utilization of such amount for a specified purpose.
“Notes”
means, to the extent issued pursuant to Section 2.8(d), promissory notes evidencing the Loans substantially in the form of (a) Exhibit B-1,
in the case of any Revolving Loan (including any 2026 Incremental Revolving Loan), (b) Exhibit B-2, in the case of any
Swingline Loan, (c) Exhibit B-3 in the case of any Term A Loan, 2026 Incremental Term A-1 Loan, or
2026 Incremental Term A-2 Loan or 2026 Incremental Term
A-3 Loan, or (d) the appropriate exhibit attached to the relevant Facility Amendment.
“Obligations”
has the meaning assigned to such term in the Security Agreement.
“OCF Builder Prong”
has the meaning specified in the definition of “Cumulative Credit.”
46
“OFAC” means
the Office of Foreign Assets Control of the U.S. Department of Treasury.
“Operating Cash Flow”
means, for any Person and its subsidiaries for any period, (a) Net Income of such Person for such period, plus (b) without
duplication and to the extent deducted in determining such Net Income, the sum of (i) Interest Expense for such period, (ii) provisions
for taxes for such period based on income, profits or capital, (iii) the aggregate amount attributable to depreciation and amortization
for such period, (iv) the aggregate amount of extraordinary or non-recurring charges during such period (including the amount of
any regulatory judgments, rulings or litigation that causes a financial ramification during such period) and (v) any losses realized
upon the sale or other disposition of any property of such Person or its consolidated Subsidiaries (including pursuant to any Sale and
Leaseback Transaction) which is not sold or otherwise disposed of in the ordinary course of business, minus (c) without duplication
and to the extent added in determining such Net Income, the sum of (i) the aggregate amount of extraordinary, non-operating and
non-recurring additions to income during such period (including IRUs that do not provide for periodic payments to be made at least semi-annually
during the term of such transaction in proportion to the availability of capacity), and (ii) any gains realized upon the sale or
other disposition of any property of such Person or its consolidated Subsidiaries (including pursuant to any Sale and Leaseback Transaction)
which is not sold or otherwise disposed of in the ordinary course of business.
“Original Person”
has the meaning assigned to such term in Section 1.5.
“Other Connection
Taxes” means, with respect to any Credit Party, Taxes imposed as a result of a present or former connection between such Credit
Party and the jurisdiction imposing such Tax (other than connections arising from such Credit Party having executed, delivered, become
a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any
other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).
“Other Refinancing
Condition” means, in connection with any issuance of Other Replacement Debt in respect of any of the Senior Notes, the following
condition shall be required to be satisfied substantially simultaneously with the incurrence of such Other Replacement Debt: such Senior
Notes shall have been (a) paid in full, (b) defeased in accordance with the terms of the indenture for such Senior Notes, (c) called
for redemption in accordance with the indenture for such Senior Notes and an amount (in the form required, if any) as shall be sufficient
to pay the entire principal of, premium, if any, and interest on such Senior Notes on the applicable redemption date (the “Segregated
Funds”) shall have been (i) irrevocably deposited with the trustee for such Senior Notes, in trust, for the benefit of
the holders of the Senior Notes, (ii) irrevocably deposited into an escrow with the Administrative Agent or its designee, such escrow
to be on terms and conditions reasonably satisfactory to the Administrative Agent, such escrowed amounts to be used only for the purpose
of paying the principal of, premium, if any, and interest on such Senior Notes on the applicable redemption date, or (iii) any combination
of clauses (i) and (ii) immediately above, or (d) any combination of clauses (a), (b) or (c) immediately above.
47
“Other Refinancing
Indebtedness” means, with respect to any Indebtedness, any other Indebtedness that renews, refinances or replaces such Indebtedness;
provided that (1) the only obligors under such renewal, refinancing or replacement Indebtedness are Persons that were obligors
under the Indebtedness being renewed, refinanced or replaced, (2) if the Indebtedness being renewed, refinanced or replaced is subordinated
in right of payment to the Obligations, such renewal, refinancing or replacement Indebtedness shall be subordinated in right of payment
to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being
renewed, refinanced or replaced, (3) such renewal, refinancing or replacement shall not increase the principal amount of such Indebtedness
(other than with respect to any existing revolving commitments unutilized thereunder to the extent that the portion of any existing and
unutilized revolving commitment being refinanced was permitted to be drawn under Section 7.1 immediately prior to such refinancing
(other than by reference to Other Refinancing Indebtedness), and such drawing shall be deemed to have been made), and any accrued interest,
premiums, fees or expenses payable in connection with such renewal, refinancing or replacement, and any original issue discount in connection
therewith, (4) such renewal, refinancing or replacement Indebtedness has a final stated maturity date equal to or later than the
final stated maturity date of the Indebtedness being renewed, refinanced or replaced, (5) such renewal, refinancing or replacement
Indebtedness has a Weighted Average Life to Maturity equal to or longer than the Weighted Average Life to Maturity of the Indebtedness
being renewed, refinanced or replaced (provided that such Indebtedness may be incurred in the form of a customary “bridge”
or other interim credit facility intended to be refinanced or replaced with long-term indebtedness so long as, subject only to customary
conditions the failure of which to be satisfied would otherwise result in an Event of Default, it would either be automatically converted
into or required to be exchanged for permanent financing which satisfies the requirements of this clause (5)), (6) if the Indebtedness
being renewed, refinanced or replaced is unsecured, such renewal, refinancing or replacement Indebtedness is unsecured and (7) if
the Indebtedness being renewed, refinanced or replaced is secured by any assets securing the Obligations, (x) such renewal, refinancing
or replacement Indebtedness may be secured by such Collateral but only on terms not materially less favorable to the Lenders, as determined
by the Borrower in good faith, than the terms and conditions of the security in respect of the Indebtedness being renewed, refinanced
or replaced and (y) the holders of such renewal, refinancing or replacement Indebtedness (or their authorized representative on
their behalf) shall become party to an Intercreditor Agreement; provided, further, that Other Refinancing Indebtedness
shall not include (a) Indebtedness of a Subsidiary that extends, renews, refinances, replaces or refunds, Indebtedness of the
Borrower or (b) Indebtedness of the Borrower or a Subsidiary that extends, renews, refinances, replaces or refunds Indebtedness
of an Unrestricted Subsidiary or a Liberty Subsidiary.
“Other Replacement
Debt” means senior unsecured debt of the Borrower that meets the following criteria: (i) such debt constitutes Other Refinancing
Indebtedness, (ii) such debt does not require any payment or prepayment (including, without limitation, any sinking fund or similar
payment) of principal prior to the Permitted Debt Maturity Date other than pursuant to mandatory prepayment requirements not materially
more restrictive than those applicable to the Senior Notes unless such prepayment requirements apply solely after the Permitted Debt
Maturity Date, with such changes thereto as shall be reasonably acceptable to the Administrative Agent, and (iii) the affirmative
covenants, negative covenants and events of default applicable thereto shall not be materially more restrictive in substance, when taken
as a whole, than those applicable to the Indebtedness being refinanced, except for (a) any covenants and events of default that
apply solely after the Permitted Debt Maturity Date, (b) such covenants and events of default that are not more restrictive, when
taken as a whole, than the related covenants and events of default in this Agreement and (c) as otherwise reasonably acceptable
to the Administrative Agent.
48
“Other Taxes”
means any and all current or future stamp, court or documentary, intangible, recording, filing or similar Taxes arising from any payment
made under, from the execution, delivery, performance, registration or enforcement of, from the receipt or perfection of a security interest
under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to
an assignment (other than an assignment made pursuant to Section 3.9).
“Parent”
means (x) prior to the consummation of the GCI Spin-Off, Liberty Broadband and (y) following consummation of the GCI Spin-Off,
GCI Liberty, and, in each case, any successor (by merger, consolidation, transfer or otherwise) to all or substantially all of its assets;
and any subsequent successor (by merger, consolidation, transfer or otherwise) to all or substantially all of a successor’s assets,
provided, that if a Transferee Parent becomes the beneficial owner of all or substantially all of the equity securities of Borrower then
Beneficially Owned by Parent as to which Parent has dispositive power, the term “Parent” shall also mean such Transferee
Parent and any successor (by merger, consolidation, transfer or otherwise) to all or substantially all of its assets; provided that,
no Person shall be deemed “Parent” until satisfaction of the requirements of clauses (b), (c) and (d) of the definition
of “Permitted Change in Control Transaction” as if such Person were a Transferee. “Transferee Parent”
for this purpose means, in the event of any transaction or series of related transactions involving the direct or indirect transfer (or
relinquishment of control) by Parent of a Person or Persons (a “Transferred Person”) that hold equity securities of
Borrower Beneficially Owned by Parent, such Transferred Person or its successor in such transaction or any ultimate parent entity (within
the meaning of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended) of such Transferred Person or its successor if immediately
after giving effect to such transaction or the last transaction in such series, voting securities representing at least a majority of
the voting power of the outstanding voting securities of such Transferred Person, successor or ultimate parent entity are Beneficially
Owned by any combination of Parent, Persons who prior to such transaction were beneficial owners of a majority of, or a majority of the
voting power of, the outstanding voting securities of Parent (or of any publicly traded class or series of voting securities of Parent
designed to track the economic performance of a specified group of assets or businesses) or Persons who are Control Persons as of the
date of such transaction or the last transaction in such series. “Control Person” for this purpose means each of (a) the
Chairman of the Board of Parent, (b) the President, Chief Executive Officer, Principal Financial Officer, Chief Accounting Officer,
Treasurer, Chief Legal Officer and Chief Administrative Officer of Parent, (c) any Executive Vice President, Senior Vice President,
Vice President or Assistant Vice President of Parent, (d) each of the directors of Parent and (e) the respective Affiliated
Persons of the Persons referred to in clauses (a) through (d).
“Parent Company”
means any Person that is a direct or indirect parent (which may be organized as, among other things, a partnership) of Parent and/or
the Borrower (for the avoidance of doubt, in the case of the Borrower, including Parent), as applicable.
49
“Participant”
has the meaning assigned to such term in Section 10.4(d).
“Participant Register”
has the meaning assigned to such term in Section 10.4(d).
“Patriot Act”
has the meaning assigned to such term in Section 10.13.
“PBGC” means
the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.
“Permitted Asset Swap”
means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and de minimis
cash or Cash Equivalents between the Borrower or a Subsidiary and another Person of comparable or greater market value than the assets
exchanged, as determined in good faith by the Borrower.
“Permitted Cash”
means, as of any date, the sum of (x) all unrestricted cash and Cash Equivalents of the Borrower and the Subsidiaries and (y) without
duplication, all cash and Cash Equivalents of the Borrower and the Subsidiaries to the extent not subject to a Lien (other than Permitted
Encumbrances within the meaning of clauses (a), (e) and/or (i) of the definition thereof and/or any Lien permitted pursuant
to Section 7.2(a)).
“Permitted Change
in Control Transaction” means any Change in Control Transaction in which the following conditions are satisfied:
(a) the
applicable Transferee has on the date of such Change in Control Transaction (or for any period beginning on or prior to such Change in
Control Transaction and throughout which the Borrower’s corporate family rating is under publicly announced consideration for downgrade
by at least one of Moody’s, S&P or Fitch due to such Change in Control Transaction) either (i) an investment grade corporate
family rating by Moody’s, S&P or Fitch or (ii) a corporate family rating equal to or better than the Borrower’s
rating with Moody’s, S&P or Fitch on both the date of the first public announcement of such Change in Control Transaction and
the date of consummation of such Change in Control Transaction;
(b) the
applicable Transferee is not a Sanctioned Person;
(c) such
transaction does not violate any Anti-Corruption Laws or Anti-Money Laundering Laws applicable to the applicable Transferee or Sanctions
applicable to the applicable Transferee or to any party hereto; and
(d) each
of the Administrative Agent and each Lender shall have received all documentation and other information reasonably requested by such
Person in writing at least 10 Business Days prior to the consummation of such Change in Control Transaction that such Person has reasonably
determined is required by United States bank regulatory authorities under applicable “know your customer” and Anti-Money
Laundering Laws and regulations, including the Patriot Act and the Beneficial Ownership Regulation.
50
“Permitted Debt Maturity
Date” means the date that is 90 days after the Latest Maturity Date.
“Permitted Encumbrances”
means:
(a) Liens
imposed by law for Taxes, assessments or governmental charges or levies on the property of the Borrower or any Subsidiary that are not
yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves have been established
in accordance with GAAP;
(b) landlords’,
vendors’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens
imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 60 days or are
being contested in good faith by appropriate proceedings;
(c) pledges
and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other
social security laws or regulations;
(d) pledges
and deposits to secure the performance of bids, government, trade and other similar contracts (other than contracts for the payment of
money), leases, subleases, statutory obligations and surety, stay, appeal, indemnity, performance or other similar bonds or obligations
and other obligations of a like nature, and deposits or pledges in lieu of such bonds or obligations, or to secure such bonds or obligations,
or to secure letters of credit in lieu of or supporting the payment of such bonds or obligations, in each case in the ordinary course
of business;
(e) judgment
and attachment liens in respect of judgments that do not constitute an Event of Default under Section 8.1(k);
(f) easements,
zoning and use restrictions, rights-of-way and similar encumbrances on, and other imperfections of title with respect to, real property
imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially interfere
with the ordinary conduct of business of the Borrower and the Subsidiaries;
(g) Liens
on the assets of any Subsidiary in favor of the Borrower or any Subsidiary Guarantor, Liens on assets of the Borrower in favor of any
Subsidiary Guarantor and Liens on assets of any Excluded Subsidiary in favor of any Subsidiary;
(h) Liens
on Margin Stock to the extent that a prohibition on such Liens would not violate Regulation U;
(i) Liens
in favor of collecting or payor banks or securities intermediaries having a right of setoff, revocation, refund or chargeback with respect
to money or instruments of the Borrower or any Subsidiary on deposit with or in possession of such bank or in a security account of such
security intermediary, or arising under or pursuant to general banking conditions;
51
(j) Liens
representing any interest or title of a licensor, lessor or sublicensor or sublessor, or a licensee, lessee or sublicensee or sublessee,
in the property subject to any lease, license or sublicense or concession agreement permitted by this Agreement;
(k) Liens
arising from precautionary Uniform Commercial Code financing statements regarding operating leases or other precautionary purposes relating
to arrangements not constituting Indebtedness;
(l) (i) receipt
of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related
inventory and proceeds thereof and (ii) Liens relating to purchase orders and other agreements entered into with customers or suppliers
of the Borrower or any Subsidiary in the ordinary course of business;
(m) Liens
solely on any cash earnest money deposits made by the Borrower or any Subsidiary in connection with an Investment permitted by Section 7.4;
(n) Liens
deemed to exist in connection with Investments permitted by Section 7.4(a) that constitute repurchase obligations;
(o) (i) deposits
securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations, (ii) pledges
and deposits securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit
or bank guarantees for the benefit of) insurance carriers providing property, casualty, liability, director and officer or other insurance
to the Borrower or any Subsidiary, and (iii) Liens securing insurance premiums financing arrangements;
(p) Liens
securing obligations (other than obligations representing Indebtedness for money borrowed) under reciprocal easement or similar agreements
entered into in the ordinary course of business of the Borrower or any Subsidiary;
(q) Liens
arising out of conditional sale, title retention, consignment or similar arrangements entered into by the Borrower or any Subsidiary
in the ordinary course of business;
(r) CoBank’s
Liens (including the right of setoff) in the CoBank Equities and in any cash patronage;
(s) Liens
arising from sales or other transfers of accounts receivable that are past due or otherwise doubtful of collection in the ordinary course
of business;
(t) [reserved];
52
(u) Liens
securing Swap Obligations or letters of credit so long as, in the case of Swap Obligations in respect of Indebtedness and letters of
credit in respect of payments of Indebtedness, such underlying Indebtedness is permitted under this Agreement to be secured by a Lien
on the same property securing such Swap Obligations or letters of credit; and
(v) Liens
on the property of the Borrower or any Subsidiary incidental to the conduct of their respective businesses or the ownership of their
respective properties which were not created in anticipation of or in connection with the incurrence of Indebtedness or the obtaining
of advances or credit and which do not in the aggregate materially detract from the value of their respective properties or materially
impair the use thereof in the operation of their respective businesses.
“Permitted
Holders” means any one or more of (a) Parent, (b) [reserved], (c) John C. Malone, (d) each of the Affiliated
Persons of the Person referred to in clause (c), (e) any publicly traded Person in which any of the Persons referred to in clauses
(c) and (d) (whether individually or together with the other Persons in clauses (c) and (d)) is the largest beneficial
owner of (x) the Equity Interests of such Person or (y) the aggregate voting power of all the outstanding classes or series
of the Equity Interests of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, (f) any Person a majority of the aggregate voting power of all the outstanding classes or series
of the Equity Interests of which are Beneficially Owned by any one or more of the Persons referred to in clauses (a), (c), (d) or
(e), (g) any group consisting solely of persons described in clauses (a) through (f) and (h) any employee stock purchase
plans or other benefit or retirement plans for directors, management, employees or consultants of the Parent or any of its Subsidiaries.
For purposes of the definition of “Permitted Holders”, “Person” and “group” have the meanings given
to them for purposes of Section 13(d) and 14(d) of the Exchange Act or any successor provisions, and the term “group”
includes any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under
the Exchange Act, or any successor provision.
“Permitted Incremental
Equivalent Debt” means Indebtedness issued, incurred or otherwise obtained by the Borrower and/or any Subsidiary Guarantor
in respect of (x) one or more series of senior unsecured notes, senior secured first lien or junior lien notes or subordinated notes
that, if secured, will be secured by Liens on the Collateral on an equal priority or junior priority basis with the Liens on Collateral
securing the First Lien Obligations under this Agreement or (y) junior lien loans, unsecured loans or subordinated loans that, if
secured, will be secured by Liens on the Collateral on a junior priority basis to the Liens on Collateral securing the First Lien Obligations
under this Agreement, and in each case that are issued or made in lieu of Incremental Commitments; provided that:
(a) the
aggregate principal amount of all Permitted Incremental Equivalent Debt shall not exceed the Available Incremental Amount at the time
of incurrence (it being understood that for purposes of this clause (a), references in Section 2.13(d)(iii) to Incremental
Loans or Incremental Commitments shall be deemed to be references to Permitted Incremental Equivalent Debt),
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(b) such
Permitted Incremental Equivalent Debt shall not be subject to any Guarantee by any Person other than a Loan Party,
(c) in
the case of Permitted Incremental Equivalent Debt that is secured, (i) the obligations in respect thereof shall not be secured by
any Lien on any asset of the Borrower or any Subsidiary other than any asset constituting Collateral and (ii) such Permitted Incremental
Equivalent Debt shall be subject to an Intercreditor Agreement,
(d) such
Permitted Incremental Equivalent Debt (i) shall not mature earlier than the Term A Maturity Date and (ii) shall have a Weighted
Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term A Loans on the date of incurrence
of such Permitted Incremental Equivalent Debt; provided that any Permitted Incremental Equivalent Debt that is unsecured or secured
by Liens that rank junior in priority in right of security to the Liens that secure the First Lien Obligations under this Agreement shall
mature at least 91 days after the Term A Maturity Date; provided, further, the requirements of this clause (d) shall
not apply to Permitted Incremental Equivalent Debt incurred in the form of a bridge or other interim credit facility intended to be refinanced
with long term indebtedness so long as, subject only to customary conditions the failure of which to be satisfied would otherwise result
in an Event of Default, it would either be automatically converted into or required to be exchanged for permanent financing which satisfies
the requirements of this clause (d); and
(e) any
mandatory prepayments of (i) any Permitted Incremental Equivalent Debt that comprises junior lien or unsecured notes or loans may
not be made except to the extent that prepayments of such debt are not prohibited hereunder and to the extent required hereunder or pursuant
to the terms of any Permitted Incremental Equivalent Debt that is secured on a pari passu basis with the First Lien Obligations under
this Agreement, first made or offered to the holders of the Term Loans constituting First Lien Obligations and any such Permitted Incremental
Equivalent Debt that is secured on a pari passu basis with the First Lien Obligations under this Agreement, and (ii) any Permitted
Incremental Equivalent Debt that is secured on a pari passu basis with the First Lien Obligations under this Agreement in respect of
events described in Section 2.7(c) or the first sentence of Section 2.7(e) may be made on a pro rata basis, less
than a pro rata basis or greater than a pro rata basis (but not greater than a pro rata basis as compared to any Class of Term Loans
constituting First Lien Obligations with an earlier maturity date) with the Term Loans constituting First Lien Obligations.
“Permitted NMTC Debt”
means Indebtedness incurred pursuant to Section 7.1(h).
“Permitted NMTC Transactions”
means (a) the New Markets Tax Credit transactions consummated by GCI and its subsidiaries prior to the Amendment Effective Date
(the “Existing NMTC Transactions”) and (b) additional New Markets Tax Credit transactions consummated after the
Amendment Effective Date on terms and conditions substantially similar to those relating to the Existing NMTC Transactions (except that
all debt owed by the relevant investment funds thereunder shall be payable to the Borrower or a Subsidiary Guarantor, the Borrower or
such Subsidiary Guarantor, as the case may be, may guarantee or indemnify tax indemnification obligations of the project borrower and
Excluded Subsidiaries may invest in such transactions) or otherwise reasonably acceptable to the Administrative Agent.
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“Person”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.
“Plan” means
any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412
of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated,
would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.
“Platform”
shall mean Intralinks or another similar electronic system.
“Predecessor GCI”
means GCI Liberty, Inc., a Delaware corporation.
“Predecessor Liberty
Broadband Merger” means (i) the merger of Grizzly Merger Sub 2, Inc. with and into Predecessor GCI, with Predecessor
GCI surviving the merger as a wholly owned subsidiary of Grizzly Merger Sub 1, LLC, and (ii) immediately following such merger,
the merger of Predecessor GCI with and into Grizzly Merger Sub 1, LLC, with Grizzly Merger Sub 1, LLC surviving as a wholly owned subsidiary
of Liberty Broadband, each, in accordance with the Agreement and Plan of Merger, dated as of August 6, 2020, as amended, restated,
supplemented or otherwise modified from time to time (the “Predecessor Liberty Broadband Merger Agreement”), by and among
Predecessor GCI, Liberty Broadband, Grizzly Merger Sub 1, LLC and Liberty Grizzly Merger Sub 2, Inc.
“Prepayment Amount”
has the meaning specified in Section 2.7(f).
“Prepayment Date”
has the meaning specified in Section 2.7(g).
“Prime Rate”
means the rate of interest per annum publicly announced from time to time by Credit Agricole CIB as its prime commercial lending rate
at its principal office in New York City; each change in the Prime Rate being effective from and including the date such change is publicly
announced as being effective. The Prime Rate is not intended to be lowest rate of interest charged by Credit Agricole CIB in connection
with extensions of credit to borrowers.
“Pro Forma Basis”
and “Pro Forma Effect” mean, with respect to any determination of the First Lien Leverage Ratio, Secured Leverage
Ratio, Total Leverage Ratio, Total Assets, any other applicable ratio or the amount of Adjusted Operating Cash Flow (including component
definitions thereof), that each Subject Transaction shall be deemed to have occurred as of the first day of the period of four consecutive
fiscal quarters most recently ended for which financial statements are required to have been delivered pursuant to Section 6.1 (or,
in the case of Total Assets, as of the last day of such period) with respect to any test or covenant for which such calculation is being
made and that:
(a) (i) in
the case of (A) any Disposition of all or substantially all of the Equity Interests of any Subsidiary or any division and/or product
line of the Borrower or any Subsidiary or (B) any designation of a Subsidiary or a Liberty Subsidiary as an Unrestricted Subsidiary,
income statement items (whether positive or negative) attributable to the property or Person subject to such Subject Transaction shall
be excluded as of the first day of such period with respect to any test or covenant for which the relevant determination is being made
and (ii) in the case of any Acquisition, Investment and/or designation of an Unrestricted Subsidiary as a Subsidiary described
in the definition of the term “Subject Transaction,” income statement items (whether positive or negative) attributable to
the property or Person subject to such Subject Transaction shall be included as of the first day of such period with respect to any test
or covenant for which the relevant determination is being made,
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(b) any
retirement or repayment of Indebtedness (other than normal fluctuations in revolving Indebtedness incurred for working capital purposes)
shall be deemed to have occurred as of the first day of such period with respect to any test or covenant for which the relevant determination
is being made,
(c) any
Indebtedness incurred by the Borrower or any of its Subsidiaries in connection therewith shall be deemed to have occurred as of the first
day of such period with respect to any test or covenant for which the relevant determination is being made; provided that (w) if
such Indebtedness has a floating or formula rate, such Indebtedness shall have an implied rate of interest for such period for purposes
of this definition determined by utilizing the rate that is or would be in effect with respect to such Indebtedness at the relevant date
of determination (taking into account any interest hedging arrangements applicable to such Indebtedness), (x) interest on any Capital
Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Borrower to be the
rate of interest implicit in such obligation in accordance with GAAP, (y) interest on any Indebtedness that may optionally be determined
at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate or other rate shall be determined
to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen by the Borrower, and (z) for
purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a Pro
Forma Basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period, and
(d) the
acquisition of any asset included in calculating Total Assets, whether pursuant to any Subject Transaction or any Person becoming a subsidiary
or merging, amalgamating or consolidating with or into the Borrower or any of its subsidiaries, or the Disposition of any asset included
in calculating Total Assets described in the definition of “Subject Transaction,” shall be deemed to have occurred as of
the last day of such period with respect to any test or covenant for which such calculation is being made.
“Proposed Change”
has the meaning assigned to such term in Section 10.2(c).
“PTE” means
a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.
“Public Lender”
shall have the meaning assigned to such term in Section 10.1.
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“QFC Credit Support”
has the meaning specified in Section 10.15.
“Qualified ECP Guarantor”
means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee
or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Loan Party as constitutes
an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause
another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of
the Commodity Exchange Act.
“Qualified Equity”
means any Equity Interests of the Borrower other than Disqualified Equity.
“Quintillion Acquisition”
has the meaning set forth in Amendment No. 1.
“Real Estate Collateral
Requirement” means the requirement that, with respect to each owned Real Property required to be subject to a Mortgage hereunder,
the Administrative Agent shall have received (each in form and substance reasonably satisfactory to the Administrative Agent):
(a) a
Mortgage duly executed and delivered by the relevant Loan Party that is the record owner of such Real Property, in form for recording
in the recording office of the jurisdiction where such Real Property to be encumbered thereby is situated, in favor of the Administrative
Agent for the benefit of the Secured Parties (in such number of copies as the Administrative Agent shall have reasonably requested),
together with such other instruments as may be required to create a Lien under applicable law, all of which shall be in form and substance
reasonably satisfactory to Administrative Agent, which Mortgage and other instruments shall be effective to create and/or maintain a
Lien on such Real Property, subject to no Liens other than Liens permitted under Section 7.2 applicable to such Real Property;
(b) to
the extent that Lenders would be required by federal law and regulations regarding flood insurance (including the National Flood Insurance
Reform Act of 1994) to obtain the same in connection with obtaining such Mortgage: (i) a ‘life of loan’ flood hazard
determination, and (ii) as applicable, evidence of flood insurance and an acknowledged borrower notice, for such Real Property;
(c) a
fully paid policy of title insurance (or marked binding pro forma having the same effect of a title insurance policy) insuring the Lien
of the Mortgage encumbering such Real Property as a valid Lien (subject to this clause (c)) on such Real Property and fixtures described
therein, which policy of title insurance (or marked binding pro forma having the same effect of a title insurance policy) shall be in
an amount reasonably satisfactory to the Administrative Agent and shall (i) be issued by a title insurance company selected by the
Borrower and reasonably satisfactory to the Administrative Agent, (ii) include such coinsurance and reinsurance arrangements (with
provisions for direct access) as shall be reasonably acceptable to the Administrative Agent, (iii) have been supplemented by such
endorsements or affirmative insurance (excluding such endorsements or affirmative insurance which would require obtaining a survey of
the Real Property), if available, as shall be reasonably requested by the Administrative Agent, and (iv) contain no exceptions to
title other than exceptions for Liens permitted under Section 7.2 and other exceptions reasonably acceptable to the Administrative
Agent;
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(d) evidence
reasonably acceptable to the Administrative Agent of payment by the Borrower of all title insurance premiums, search and examination
charges, mortgage, filing and recording taxes, fees and related charges required for the recording of such Mortgage;
(e) if
the Administrative Agent or Lenders holding more than 50% of the Total Credit Exposure of all Lenders of all Classes that are beneficiaries
of such Real Property Collateral, taken as a whole, reasonably determine that they are required by law or regulation to have appraisals
prepared in respect of any such Real Property, the Borrower will cooperate with the Administrative Agent in obtaining appraisals which
satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and
Enforcement Act of 1989, as amended, or any other law or regulation and which shall otherwise be in form and substance reasonably satisfactory
to the Administrative Agent, and the Borrower shall pay all reasonable fees and expenses incurred by the Administrative Agent in connection
therewith;
(f) all
such other documents, instruments or items (including UCC fixture filings) as shall be reasonably necessary in the opinion of the Administrative
Agent (or its counsel) to create a valid and perfected mortgage Lien on such Real Property subject only to Liens permitted under Section 7.2,
including such reasonable affidavits and instruments of indemnifications by the Borrower and the relevant Subsidiary, in each case for
the benefit of the title company, as shall be reasonably required to induce such title company to issue the policy or policies (or commitment)
and endorsements contemplated in clause (c) above; and
(g) customary
opinions (addressed to the Administrative Agent and the Lenders) of local counsel for the relevant Loan Party (i) in the state in
which such Real Property is located, with respect to the enforceability of the Lien created by the Mortgage covering such Real Property
and any related fixture filings in form and substance reasonably satisfactory to the Administrative Agent and (ii) if requested
by the Administrative Agent, in the state in which such Loan Party is organized and formed, with respect to, among other matters, the
valid existence, corporate power and authority of such Loan Party in the granting of such Mortgage.
“Real Property”
means, collectively, all right, title and interest of the Borrower or any Subsidiary in and to any and all parcels of real property owned
by the Borrower or any Subsidiary together with all improvements and appurtenant fixtures, easements and other property and rights incidental
to the ownership, lease or operation thereof.
“Redesignation”
has the meaning specified in Section 6.16(d).
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“Refinanced Debt”
has the meaning set forth in the definition of “Credit Agreement Refinancing Debt.”
“Refinancing Amendment”
shall mean an amendment to this Agreement executed by each of (a) the Borrower, (b) the Administrative Agent, and (c) each
Additional Refinancing Lender thereunder.
“Refinancing Revolving
Commitments” shall mean one or more Classes of revolving credit commitments hereunder that result from a Refinancing Amendment.
“Refinancing Revolving
Loans” shall mean one or more revolving loans hereunder that result from a Refinancing Amendment.
“Refinancing Series”
shall mean all Refinancing Revolving Commitments, Refinancing Term Loans or Refinancing Term Commitments that are established pursuant
to the same Refinancing Amendment (or any subsequent Refinancing Amendment to the extent such Refinancing Amendment expressly provides
that the Refinancing Revolving Commitments, Refinancing Term Loans or Refinancing Term Commitments provided for therein are intended
to be a part of any previously established Refinancing Series) and that provide for the same effective yield and amortization schedule.
“Refinancing Term
Commitments” shall mean one or more term loan commitments hereunder that fund Refinancing Term Loans of the same Class pursuant
to a Refinancing Amendment.
“Refinancing Term
Lender” shall mean each Lender with a Refinancing Term Commitment.
“Refinancing Term
Loans” shall mean one or more term loans hereunder that result from a Refinancing Amendment.
“Register”
has the meaning assigned to such term in Section 10.4(c).
“Regulation T”
means Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.
“Regulation U”
means Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.
“Regulation X”
means Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.
“Regulatory Authority”
has the meaning set forth in Section 10.14(a).
“Related Business
Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets
received by the Borrower or the Subsidiaries in exchange for assets transferred by the Borrower or the Subsidiaries shall not be deemed
to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person
would become a Subsidiary.
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“Related Parties”
means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents,
trustees and advisors of such Person and such Person’s Affiliates.
“Relevant
Governmental Body” means the Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened
by the Board or the Federal Reserve Bank of New York, or any successor thereto.
“Reorganization Agreement”
means the Agreement and Plan of Reorganization, dated as of April 4, 2017, among Qurate Retail, Inc. (f/k/a Liberty Interactive
Corporation), Liberty Interactive LLC and GCI, as amended pursuant to Amendment No. 1 to Reorganization Agreement dated as of July 19,
2017 and Amendment No. 2. to Reorganization Agreement dated as of November 8, 2017.
“Required Lenders”
means, at any time, Lenders (including Voting Participants) having Total Credit Exposures representing greater than 50% of the sum of
the aggregate Total Credit Exposures of all Lenders. Notwithstanding anything to the contrary herein contained, (x) each Non-Financial
Covenant Lender, solely in its capacity as a Non-Financial Covenant Lender, with respect to any matter requiring the vote of Lenders
pursuant to the exercise of any remedy under Article 8 arising from an Event of Default under any Financial Covenant, shall, automatically
and without further action on the part of such Non-Financial Covenant Lender, the Borrower or the Administrative Agent, be deemed to
have voted its Total Credit Exposure (other than its Financial Covenant Credit Exposure), and each such Non-Financial Covenant Lender
irrevocably instructs the Borrower, each other Lender and the Administrative Agent to treat as voted, in the same proportion as the allocation
of voting with respect to such matter by Financial Covenant Lenders and (y) in connection with making a determination of Required
Lenders, Lenders with any Incremental Commitments (and to the extent such Incremental Commitments are being established concurrently
with the determination of whether a Lender is a Required Lender, solely to the extent such Incremental Commitments are then permitted
to be established in accordance with Section 2.13 as in effect immediately prior to the establishment of such Incremental Commitments)
shall be treated as having Total Credit Exposure.
Notwithstanding the preceding
paragraph, any Participant that is a Farm Credit Lender shall be designated as a voting Participant (a “Voting Participant”)
in a notice (a “Voting Participant Notice”) sent by the relevant Lender (including any existing Voting Participant)
to the Borrower and receives, prior to becoming a Voting Participant, the consent of the Borrower (such Borrower consent to be required
only to the extent and under the circumstances it would be required if such Voting Participant were to become a Lender pursuant to an
assignment in accordance with Section 10.4(b)) and such consent is not required for an assignment to an existing Voting Participant).
A Voting Participant shall be entitled to vote its participation in any Loan as if such Voting Participant was a Lender on all matters
subject to a vote by Lenders, and the voting rights of the selling Lender to a Voting Participant shall be correspondingly reduced, on
a dollar-for-dollar basis by a Voting Participant’s participation in such selling Lender’s Loan. Notwithstanding the foregoing,
each Farm Credit Lender designated as a Voting Participant in Schedule 1.1C shall be a Voting Participant without delivery of
a Voting Participant Notice and without the prior written consent of the Borrower. The voting rights of each Voting Participant are solely
for the benefit of such Voting Participant and shall not inure to any assignee or participant of such Voting Participant that is not
a Farm Credit Lender.
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“Required Revolving
Lenders” means, at any time, Lenders (including Voting Participants) having Total Revolving Credit Exposures representing greater
than 50% of the sum of the aggregate Total Revolving Credit Exposures of all Lenders. Notwithstanding anything to the contrary herein
contained, in connection with making a determination of Required Lenders, Lenders with any Incremental Revolving Commitments (and to
the extent such Incremental Revolving Commitments are being established concurrently with the determination of whether a Lender is a
Required Revolving Lender, solely to the extent such Incremental Revolving Commitments are then permitted to be established in accordance
with Section 2.13 as in effect immediately prior to the establishment of such Incremental Revolving Commitments) shall be treated
as having Total Revolving Credit Exposure.
“Resolution Authority”
means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
“Responsible Officer”
means, with respect to any Person, any Financial Officer of such Person or any of the chief executive officer, president, vice president,
or assistant treasurer (or similar title) of such Person, and, if such Person is a Foreign Subsidiary, a director of such Person.
“Restricted Payment”
means, as to any Person, (i) any dividend or other distribution by such Person (whether in cash, securities or other property) with
respect to any Equity Interest issued by such Person (other than any such dividend or distribution made solely by a Liberty Subsidiary
to another Liberty Subsidiary) and (ii) any payment (whether in cash, securities or other property), including any sinking fund
or similar deposit, by such Person on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any
such Equity Interest or any option, warrant or other right to acquire any such Equity Interest.
“Revocation”
has the meaning specified in Section 6.16(b).
“Revolving Availability
Period” means (i) for the Existing Revolving Facility, the period from and including the Amendment Effective Date to but
excluding the earlier of the Existing Revolving Facility Maturity Date and the date of termination of the Revolving Commitments therefor,
(ii) for the 2026 Incremental Revolving Facility, the period from and including the Amendment No.1 Funding Date to but excluding
the earlier of the 2026 Incremental Revolving Facility Maturity Date and the date of termination of the 2026 Incremental Revolving Commitments
therefor and (iii) with respect to Incremental Revolving Loans, Refinancing Revolving Loans and Extended Revolving Loans, as set
forth in the applicable Facility Amendment or such earlier date that the Revolving Commitments therefor are terminated.
“Revolving Borrowing”
means a Borrowing comprised of Revolving Loans.
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“Revolving
Commitment” means, with respect to each Lender having a Revolving Commitment under a Facility, the commitment of such Lender
to make or maintain Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans thereunder in an aggregate
outstanding amount not exceeding the amount of such Lender’s Revolving Commitment as set forth, with respect to the Existing Revolving
Facility, on Schedule 1.1A (as amended and restated by Schedule 2 to Amendment No. 2), with respect to the 2026 Incremental
Revolving Commitments, on Schedule 1 to Amendment No. 1, in the Facility Amendments executed and delivered by such Lender, the Borrower
and the Administrative Agent, and in each Assignment and Acceptance pursuant to which such Lender shall have assumed such Revolving Commitment,
as applicable, as such commitment may be increased from time to time pursuant to Section 2.13 or be reduced from time to time pursuant
to Section 2.5, pursuant to assignments by or to such Lender pursuant to Section 10.4 or upon the expiration thereof. The amount
of each Lender’s Revolving Commitment under the Existing Revolving Facility on the Amendment Effective Date is set forth on such
Schedule 1.1A and, as of the Amendment No. 2 Effective Date, is set forth on Schedule 2 to Amendment No. 2. The aggregate
amount of the Revolving Commitments under the Existing Revolving Facility on the Amendment No. 2 Effective Date is $480,000,000.
The amount of each Lender’s 2026 Incremental Revolving Commitment under the 2026 Incremental Revolving Facility on the Amendment
No. 1 Effective Date is set forth on such Schedule 1 to Amendment No. 1; provided that the 2026 Incremental
Revolving Commitment shall not constitute “Commitments” hereunder until, and subject to the occurrence of, the Amendment
No. 1 Funding Date. The aggregate amount of the 2026 Incremental Revolving Commitments under the 2026 Incremental Revolving Facility
on the Amendment No. 1 Effective Date is $25,000,000; provided that the 2026 Incremental Revolving Commitment shall not constitute
“Commitments” hereunder until, and subject to the occurrence of, the Amendment No. 1 Funding Date.
“Revolving Commitment
Increase” has the meaning assigned to such term in Section 2.13(a).
“Revolving Credit
Exposure” means, with respect to any Lender at any time, the sum of the aggregate outstanding principal amount of such Lender’s
Revolving Loans plus its LC Exposure and Swingline Exposure at such time; provided that the Revolving Credit Exposure under the 2026
Incremental Revolving Facility shall be deemed to be zero if the Amendment No. 1 Funding Date has not occurred on or prior to the
Funding Outside Date.
“Revolving Facility
Springing Maturity Date” has the meaning set forth in the definition of “Existing Revolving Facility Maturity Date.”
“Revolving Increase
Supplement” means an increase supplement in substantially the form of Exhibit I.
“Revolving Lender”
means a Lender with a Revolving Commitment.
“Revolving Loan”
means a Loan referred to in Section 2.1(a) or 2.1(e) and made pursuant to Section 2.4 or 2.9(e), as applicable.
“S&P”
means Standard & Poor’s Financial Services, LLC and any successor to its rating agency business.
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“Sale and Leaseback
Transaction” means, with respect to any Person, any direct or indirect arrangement pursuant to which property is sold or transferred
by such Person or a subsidiary of such Person (or, in the case of the Borrower, its Subsidiaries) and is thereafter leased back from
the purchaser or transferee thereof by such Person or one of its subsidiaries (or, in the case of the Borrower, its Subsidiaries).
“Sanctioned
Country” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (including,
at the Amendment Effective Date, the so-called Luhansk People’s Republic, the so-called Donetsk People’s Republic,
Cuba, Iran, North Korea, Syria, the non-government controlled areas of the Zaporizhzhia and Kherson and Crimea regions of Ukraine).
“Sanctioned Person”
means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department
of State, the United Nations Security Council, the European Union or any EU member state, (b) any Person located, organized or resident
in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons.
“Sanctions”
means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government,
including those administered by OFAC or the U.S. Department of State or (b) the United Nations Security Council, the European Union
or His Majesty’s Treasury of the United Kingdom.
“SEC” means
the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.
“Secured Debt”
means, as of any date, (a) the aggregate principal amount of all Indebtedness of the Borrower and the Subsidiaries that would be
reflected as liabilities on a consolidated balance sheet of the Borrower and the Subsidiaries as of such date determined prepared in
accordance with GAAP (other than Indebtedness that is not secured by any Liens on the property or assets of the Borrower or any of its
Subsidiaries), minus (b) Permitted NMTC Debt to the extent included therein, minus (c) Permitted Cash minus
(d) Indebtedness permitted by Section 7.1(n) and Section 7.1(x), plus (e) without duplication
of the amounts included in clause (a) immediately above, the aggregate principal amount of all Securitizations of the Borrower and
the Subsidiaries.
“Secured Leverage
Ratio” means, as of any date, the ratio of (i) Secured Debt on such date to (ii) Trailing Adjusted Operating Cash
Flow.
“Secured Parties”
means the “Secured Parties” as defined in the Security Agreement.
“Securitization”
means any transfer by the Borrower or any Subsidiary of accounts receivable and proceeds thereof or interests therein (a) to a trust,
partnership, corporation, limited liability company or other entity, which transfer is funded in whole or in part, directly or indirectly,
by the incurrence or issuance by the transferee or successor transferee of Indebtedness or securities that are to receive payments from,
or that represent interests in, the cash flow derived from such accounts receivable or interests therein, or (b) directly to one
or more investors or other purchasers. The “amount” or “principal amount” of any Securitization shall be deemed
at any time to be the aggregate principal or stated amount of the Indebtedness or securities referred to in the first sentence of this
definition or, if there shall be no such principal or stated amount, the uncollected amount of the accounts receivable or interests therein
transferred pursuant to such Securitization, net of any such accounts receivables or interests therein that have been written off as
uncollectible.
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“Securitization Entity”
means any Wholly Owned Subsidiary that is a limited purpose Subsidiary that purchases accounts receivable of the Borrower or any Subsidiary
pursuant to a Securitization.
“Security Agreement”
means the Second Amended and Restated Security Agreement, dated as April 30, 2013 (as amended, amended and restated or otherwise
modified from time to time, including, for the avoidance of doubt, the amendments made to the Security Agreement on the Closing Date),
among the Borrower, the Subsidiary Guarantors and the Administrative Agent, for the benefit of the Secured Parties.
“Security Documents”
means (a) the Security Agreement, (b) the Ventures Holdco Pledge Agreement, and (c) each other security agreement, instrument
or other document granting or purporting to grant a Lien on any Collateral and executed and delivered pursuant to this Agreement or any
agreement referred to in clause (a) or (b) above to secure any of the Obligations.
“Segregated Funds”
has the meaning set forth in the definition of “Other Refinancing Condition.”
“Senior Notes”
means the 2028 Notes.
“Similar Business”
means any business conducted or proposed to be conducted by the Borrower and the Subsidiaries on the Amendment Effective Date or any
business that is similar, complementary, related, synergistic, incidental, or ancillary thereto and reasonable extensions thereof.
“SOFR” means
a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.
“SOFR Administrator”
means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).
“SOFR Borrowing”
means, as to any Borrowing, the SOFR Loans comprising such Borrowing.
“SOFR Loan”
means a Loan that bears interest at a rate based on Term SOFR, other than pursuant to clause (iii) of the definition of Alternate
Base Rate.
“Specified Equity
Contribution” means any cash contribution to the Qualified Equity of the Borrower and/or any purchase of or investment in the
Qualified Equity of the Borrower by any holder of Equity Interests of the Borrower or any direct or indirect parent of the Borrower,
as evidenced by a certificate of a Responsible Officer delivered to the Administrative Agent.
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“Starter Prong”
has the meaning specified in the definition of “Cumulative Credit.”
“State Law”
means any state law pertaining to or regulating intrastate and local telecommunications services, or any successor statute or statutes
thereto, and all State Regulations pursuant to such State Law.
“State PUC”
means any state public utility commission or any other state commission, agency, department board or authority with responsibility for
regulating intrastate and local telecommunications services.
“State Regulations”
means all rules, regulations, written policies, orders and decisions of any State PUC.
“Subject Transaction”
means (a) the Transactions, any Acquisition or Investment, merger, amalgamation or consolidation (or any similar transaction or
transactions), whether by purchase, merger or otherwise, of all or substantially all of the assets of, or any business line, unit or
division of, any Person or of a majority of the outstanding Equity Interests of any Person (and, in any event, including any Acquisition
or Investment in (x) any Subsidiary the effect of which is to increase the Borrower’s or any Subsidiary’s respective
equity ownership in such Subsidiary or (y) any joint venture for the purpose of increasing the Borrower’s or its relevant
Subsidiary’s ownership interest in such joint venture), in each case that is permitted by this Agreement, (b) any Disposition
of all or substantially all of the assets or Equity Interests of any subsidiary (or any business unit, line of business or division of
the Borrower or a Subsidiary) permitted by this Agreement, (c) the designation of a Subsidiary or a Liberty Subsidiary as an Unrestricted
Subsidiary, or the designation of an Unrestricted Subsidiary or a Liberty Subsidiary as a Subsidiary, in each case in accordance with
Section 6.16, (d) any incurrence or repayment of Indebtedness and/or (e) any other event that by the terms of the Loan
Documents requires pro forma compliance with a test or covenant hereunder or requires such test or covenant to be calculated on a Pro
Forma Basis.
“subsidiary”
means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial
statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited
liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50%
of the equity or more than 50% of the ordinary voting power is or, in the case of a partnership, more than 50% of the general partnership
interests are, as of such date, owned, controlled or held by the parent or one or more subsidiaries of the parent.
“Subsidiary”
means any subsidiary of the Borrower other than any Unrestricted Subsidiary, any Liberty Subsidiary or any NMTC Subsidiary.
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“Subsidiary Guarantor”
means any Subsidiary that is a party to this Agreement and executes and delivers the applicable Security Documents.
“Successor Borrower”
has the meaning specified in Section 7.3(a)(i).
“Supported QFC”
has the meaning specified in Section 10.15.
“Swap Obligation”
means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes
a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.
“Swingline Exposure”
means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender
at any time shall be its Applicable Percentage of the total principal amount of Swingline Loans outstanding at such time.
“Swingline Interest
Period” means, subject to the provisions of Section 2.6(a), with respect to any Swingline Loan requested by the Borrower,
the period commencing on the date of Borrowing with respect to such Swingline Loan and ending not in excess of ten days thereafter, as
selected by the Borrower in its irrevocable Borrowing Request; provided, however, that (i) if any Swingline Interest
Period would otherwise end on a day that is not a Business Day, such Swingline Interest Period shall be extended to the next succeeding
Business Day, and (ii) the Borrower shall select Swingline Interest Periods so as not to have more than three different Swingline
Interest Periods outstanding at any one time.
“Swingline Lender”
means the Administrative Agent, in its capacity as lender of Swingline Loans hereunder.
“Swingline Loan”
means a Loan made pursuant to Section 2.10.
“Swingline Termination
Date” means the Existing Revolving Facility Maturity Date, unless extended pursuant to a Facility Amendment signed by the Swingline
Lender.
“Taxes”
means any and all current or future taxes, levies, imposts, duties, assessments, deductions, charges or withholdings now or hereafter
imposed, levied or assessed by any Governmental Authority including any interest, additions to tax or penalties applicable thereto.
“Term A Lender”
means a Lender with a Term A Loan Commitment or that holds a Term A Loan.
“Term A Loan”
means the term loans made by the Term A Lenders on the Amendment Effective Date pursuant to Section 2.1(b). The aggregate principal
amount of the Term A Loans on the Amendment Effective Date is $300,000,000.
“Term A Loan Commitment”
means, with respect to each Lender, the commitment, if any, of such Lender to make a Term A Loan.
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“Term A Maturity Date”
means March 25, 2031; provided that if as of the date that is 91 days prior to the maturity date of the 2028 Notes (such
date, the “Term A Springing Maturity Date”), any 2028 Notes remain outstanding, then the Term A Maturity Date shall
be the Term A Springing Maturity Date.
“Term Lender”
means any (a) Term A Lender, (b) Incremental Term Lender, (c) a Refinancing Term Lender, (d) Extending Term Lender,
(e) 2026 Incremental Term A-1 Lender, or (f) 2026 Incremental Term A-2 Lender,
or (g) 2026 Incremental Term A-3 Lender.
“Term Loan”
means a Term A Loan, an Incremental Term Loan (including the 2026 Incremental Term A-1 Loans and,
2026 Incremental Term A-2 LoanLoans
and 2026 Incremental Term A-3 Loans), a Refinancing Term Loan or an Extended Term Loan.
“Term Loan Increase”
has the meaning assigned to such term in Section 2.13(a).
“Term SOFR”
means, the rate per annum equal to:
(a) for
any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on
the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business
Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that
if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable
tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference
Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator
on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by
the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S.
Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and
(b) for
any calculation with respect to an Alternate Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the
day (such day, the “ABR Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days
prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York
City time) on any ABR Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the
Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR
will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government
Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as
such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days
prior to such ABR SOFR Determination Day;
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provided
that if Term SOFR as so determined shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor.
“Term SOFR Administrator”
means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the
Administrative Agent in its reasonable discretion).
“Term SOFR Reference
Rate” means the forward-looking term rate based on SOFR.
“Test Period”
shall mean the most recently completed four fiscal quarters in respect of which a Compliance Certificate has been delivered or was required
to be delivered in accordance with Section 6.1(c) immediately preceding any date of determination.
“Total Assets”
means the total consolidated assets of the Borrower and its Subsidiaries as set forth on the most recent internally available consolidated
balance sheet of the Borrower and its Subsidiaries, calculated on a Pro Forma Basis.
“Total Credit Exposure”
means, with respect to any Lender at any time, the sum of such Lender’s Revolving Credit Exposure, unused Commitments and outstanding
Term Loans; provided that the Total Credit Exposure under the 2026 Incremental Term A-1 Loans and the 2026 Incremental Revolving Facility
shall be deemed to be zero if the Amendment No. 1 Funding Date has not occurred on or prior to the Funding Outside Date.
“Total Debt”
means, (a) as of any date, the aggregate principal amount of all Indebtedness of the Borrower and its Subsidiaries that would be
reflected as liabilities on a consolidated balance sheet of the Borrower and its Subsidiaries (including, for the avoidance of doubt, Indebtedness
incurred in connection with Sale and Leaseback Transactions involving any Towers (excluding antennae and electronic communications equipment))
as of such date determined in accordance with GAAP, minus (b) Permitted NMTC Debt to the extent included therein, minus
(c) Permitted Cash, minus (d) Indebtedness permitted by Section 7.1(x), plus (without duplication)
(e) the aggregate principal amount of all Securitizations of the Borrower and the Subsidiaries. Notwithstanding anything to the
contrary contained in this definition, for any period of 45 consecutive days, the Borrower may elect, upon prior written notice to the
Administrative Agent, to subtract from Total Debt on any date of calculation thereof during such period an amount equal to the principal
portion of the Segregated Funds that, as of such date of calculation, has not been applied to the repayment of the Senior Notes.
“Total Leverage Ratio”
means, as of any date, the ratio of (i) Total Debt as of such date to (ii) Trailing Adjusted Operating Cash Flow.
“Total Revolving Credit
Exposure” means, with respect to any Lender at any time, the sum of such Lender’s Revolving Credit Exposure and unused
Revolving Commitment.
“Towers”
means cellular telephone sites (including rooftops) owned, leased or operated by any of the Loan Parties and antennae, electronic communications
equipment and other related equipment located on such sites.
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“Trailing Adjusted
Operating Cash Flow” means Adjusted Operating Cash Flow of the Borrower and its Subsidiaries for the most recently completed
four fiscal quarters in respect of which a Compliance Certificate has been delivered in accordance with Section 6.1(c).
“Transactions”
means (i) the execution and delivery by each Loan Party of each Loan Document to which it is a party on the Amendment Effective
Date, (ii) the initial borrowing of the Loans and the issuance of any Letters of Credit on the Amendment Effective Date, and (iii) the
payment of premiums, fees, interest, commissions and expenses in connection with each of the foregoing.
“Transferee”
has the meaning set forth in the definition of “Change in Control Transaction.”
“Type”,
when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to, in the case of (i) a Borrowing other than a Swingline Loan Borrowing, the Term SOFR Reference
Rate or the Alternate Base Rate or (ii) a Swingline Loan Borrowing, the Alternate Base Rate.
“UK Financial Institution”
means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom
Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated
by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates
of such credit institutions or investment firms.
“UK Resolution Authority”
means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.
“Unadjusted Benchmark
Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.
“Unrestricted Subsidiary”
means any subsidiary of the Borrower that is listed on Schedule 6.16 hereto or designated by the Borrower as an Unrestricted Subsidiary
after the Amendment Effective Date pursuant to Section 6.16.
“U.S. Government Securities
Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry
and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes
of trading in United States government securities.
“U.S. Special Resolution
Regimes” has the meaning specified in Section 10.15.
“Ventures Holdco”
means Ventures Holdco, LLC, a Delaware limited liability company.
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“Ventures Holdco Pledge
Agreement” means the Pledge Agreement, dated as of March 9, 2018, between Ventures Holdco and the Administrative Agent,
for the benefit of the Secured Parties, pursuant to which Ventures Holdco pledges its interest in the Equity Interests of GCI Holdings.
“Weighted Average
Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing (i) the
sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or
other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated
to the nearest one-twelfth) that will elapse between such date and the making of such payment, by (ii) the then outstanding principal
amount of such Indebtedness.
“Wholly Owned Subsidiary”
of any Person shall mean a subsidiary of such person, all of the Equity Interests of which (other than directors’ qualifying shares
or nominee or other similar shares required pursuant to applicable law) are owned by such Person or by one or more Wholly Owned Subsidiaries
of such Person. Unless the context otherwise requires, “Wholly Owned Subsidiary” shall mean a subsidiary of the Borrower
that is a Wholly Owned Subsidiary of Borrower.
“Withdrawal Liability”
means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are
defined in Part I of Subtitle E of Title IV of ERISA.
“Write-Down and Conversion
Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution
Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers
are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution
Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or
any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations
of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised
under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related
to or ancillary to any of those powers.
Section 1.2 Classification
of Loans and Borrowings.
For purposes of this Agreement,
Loans may be classified and referred to by Class (e.g., a “Term A Loan”) or by Type (e.g., a “SOFR Loan”)
or by Class and Type (e.g., a “SOFR Term A Loan”). Borrowings may also be classified and referred to by Class (e.g.,
a “Term A Borrowing”) or by Type (e.g., a “SOFR Borrowing”) or by Class and Type (e.g., a “SOFR Term
A Borrowing”).
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Section 1.3 Terms
Generally.
The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include
the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have
the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference
to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document
as from time to time amended, supplemented or otherwise modified, (ii) any definition of or reference to any law shall be construed
as referring to such law as from time to time amended and any successor thereto and the rules and regulations promulgated from time
to time thereunder, (iii) any reference herein to any Person shall be construed to include such Person’s successors and assigns,
(iv) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed
to refer to this Agreement in its entirety and not to any particular provision hereof, (v) all references herein to Articles, Sections,
Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (vi) the
words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Any reference to an “applicable
Lender” shall mean, in the case of any Class of Borrowings, Lenders with that particular Class of Loans or Commitments
or, in the case of Swingline Loans and Letters of Credit, Revolving Lenders with respect to the Facility pursuant to which Swingline
Loans were made or Letters of Credit issued.
Section 1.4 Accounting
Terms; GAAP.
Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to
time; provided that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision
hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation
of such provision (or if the Administrative Agent notifies the Borrower that the Lenders required therefor request an amendment to any
provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application
thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall
have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Unless the context
otherwise requires, any reference to a fiscal period shall refer to the relevant fiscal period of the Borrower.
Section 1.5 Divisions.
For all purposes under the
Loan Documents, in connection with any Division of any Person (the “Original Person”) that is a Subsidiary into one
or more other Persons: (a) if any asset, property, liability or obligation of such Original Person becomes the asset, property,
liability or obligation of a different Person, then it shall be deemed to have been transferred from the Original Person to such different
Person at the time of such Division, and (b) if any new Person comes into existence as a result of such Division, such new Person
shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.
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Section 1.6 Certain
Calculations and Tests.
(a) Notwithstanding
anything to the contrary herein, but subject to Sections 1.6(b) and (c) and Section 1.7, all financial ratios and tests
(including the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio and the amount of Total Assets, Operating
Cash Flow and Adjusted Operating Cash Flow) contained in this Agreement that are calculated with respect to any period of four consecutive
fiscal quarters ended on the date of determination (or, if such date is not the last day of any fiscal quarter, the most recently completed
fiscal quarter for which financial statements are required to have been delivered pursuant to Section 6.1) during which any Subject
Transaction occurs shall be calculated with respect to such period and each such Subject Transaction on a Pro Forma Basis. Further, if
since the beginning of any such period and on or prior to the date of any required calculation of any financial ratio or test (i) any
Subject Transaction has occurred or (ii) any Person that subsequently became a Subsidiary or was merged or consolidated with or
into the Borrower or any of the Subsidiaries or any joint venture since the beginning of such period has consummated any Subject Transaction,
then, in each case, any applicable financial ratio or test shall be calculated on a Pro Forma Basis for such period as if such Subject
Transaction had occurred at the beginning of such period (it being understood, for the avoidance of doubt, that solely for purposes of
(x) calculating actual compliance with the Financial Covenant and (y) calculating the Total Leverage Ratio for purposes of
the definition of “Applicable Margin” and “Commitment Fee Rate” and the Secured Leverage Ratio for purposes of
the definition of “Affected Sale” or Section 2.6(b) in each case, no Subject Transaction occurring after the end
of the relevant testing period for such calculation shall be taken into account).
(b) For
purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio
or test (including the Financial Covenant, the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio and the
amount of Total Assets, Operating Cash Flow and Adjusted Operating Cash Flow), such financial ratio or test shall be calculated at the
time such action is taken (subject to Section 1.7), such change is made, such transaction is consummated or such event occurs, as
the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial
ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs,
as the case may be.
(c) Notwithstanding
anything in this Agreement or any Loan Document to the contrary, with respect to any amounts incurred or transactions entered into (or
consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including,
without limitation, the First Lien Leverage Ratio, the Secured Leverage Ratio or the Total Leverage Ratio) (any such amounts, the “Fixed
Amounts”), substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on
a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence-Based
Amounts”), it is understood and agreed that any Fixed Amount (and any cash proceeds thereof) shall be disregarded in the calculation
of the financial ratio or test applicable to the relevant Incurrence-Based Amount in connection with such substantially concurrent incurrence.
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(d) In
addition, any Indebtedness (and associated Liens, subject to the applicable priorities required pursuant to the applicable Incurrence-Based
Amounts), Investments, Acquisitions or any portions thereof incurred in reliance on Fixed Amounts (including the Fixed Dollar Incremental
Amount) may be reclassified at any time, as incurred under any applicable Incurrence-Based Amounts (including the Incurrence-Based Incremental
Amount) if the Borrower subsequently meets the applicable ratio or test for such Incurrence-Based Amounts on a Pro Forma Basis. In addition,
for purposes of determining compliance at any time with Sections 7.1, 7.2, 7.4 and 7.5 in the event that any Indebtedness, Lien, Investment
or Acquisition, as applicable, meets the criteria of more than one of the categories of transactions or items permitted pursuant to any
clause of such Sections 7.1, 7.2, 7.4 and 7.5, the Borrower, in its sole discretion, may, from time to time, classify or reclassify such
transaction or item (or portion thereof) and will only be required to include the amount and type of such transaction (or portion thereof)
in any category. It is understood and agreed that any Indebtedness, Lien, Restricted Payment, prepayment, Acquisition, Investment
or Disposition need not be permitted solely by reference to one category of permitted Indebtedness, Lien, Restricted Payment, prepayment,
Acquisition, Investment or Disposition set forth in Article 7, but may instead be permitted in part under any combination thereof.
For the avoidance of doubt, a transaction or item that is permitted by one category of permitted Indebtedness, Lien, Investments,
Acquisitions, Dispositions, Restricted Payments or prepayments under Section 7.1, 7.2, 7.4, 7.5, 7.7, 7.8 or 7.9, respectively,
shall not be counted against any other category of Indebtedness, Lien, Investments, Acquisitions, Dispositions, Restricted Payments
or prepayments under Section 7.1, 7.2, 7.4, 7.5, 7.7, 7.8 or 7.9, respectively, (i.e., each category shall be independent of each
other category).
(e) In
connection with the incurrence of revolving loan Indebtedness under Section 7.1 or any commitment or other transaction relating
to the incurrence or issuance of Indebtedness under Section 7.1 or the granting of any Lien to secure such Indebtedness, the Borrower
or applicable Subsidiary may designate such incurrence and the granting of any Lien therefor as having occurred on the date of first
incurrence of such revolving loan Indebtedness or commitment or intention to consummate such transaction (such date, the “Deemed
Date”), and any related subsequent actual incurrence and granting of such Lien therefor will be deemed for all purposes under
this Agreement to have been incurred and granted on such Deemed Date, including, without limitation, for purposes of calculating any
leverage ratio or usage of any baskets hereunder (if applicable) (and all such calculations on and after the Deemed Date until the termination
or funding of such commitment or until such transaction is consummated or abandoned or such election is rescinded shall be made on a
Pro Forma Basis giving effect to the deemed incurrence, the granting of any Lien therefor and related transactions in connection therewith).
Section 1.7 Limited
Condition Acquisitions.
In connection with any action
being taken for purposes of consummating a Limited Condition Transaction (including any contemplated incurrence or assumption of Indebtedness
in connection therewith), for purposes of:
(a) determining
compliance with any provision of this Agreement (other than actual compliance with the Financial Covenant) that requires the calculation
of the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio or any other ratio incurrence test;
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(b) testing
availability under baskets set forth in this Agreement (including baskets measured as a percentage of Adjusted Operating Cash Flow or
Total Assets or by reference to the Cumulative Credit); or
(c) determining
the accuracy of representations and warranties and/or whether a Default or Event of Default (or any subset of Defaults or Events of Default)
shall have occurred and be continuing,
in each case, at the option of the Borrower (the
Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”),
the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements
(or other definitive documentation) with respect to such Limited Condition Transaction are entered into or the date on which the notice
of redemption is delivered or the time of the declaration of any Restricted Payment constituting a Limited Condition Transaction (the
“LCT Test Date”) (provided, that the Borrower may elect to redetermine the LCT Test Date on any subsequent date by
notice to the Administrative Agent), and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions
to be entered into in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) as if
they had occurred at the beginning of the most recent period of four consecutive fiscal quarters ending on or prior to the LCT Test Date
(or, if such date is not the last day of any fiscal quarter, the most recently completed fiscal quarter for which financial statements
are required to have been delivered pursuant to Section 6.1), the Borrower could have taken such action on the relevant LCT Test
Date in compliance with such ratio, basket or requirement with respect to the accuracy of representations and warranties or absence of
Defaults or Events of Default, such ratio, basket or requirement shall be deemed to have been complied with.
For the avoidance of doubt,
if the Borrower has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT
Test Date (including with respect to the incurrence of Indebtedness) are exceeded as a result of fluctuations in any such ratio or basket,
including due to fluctuations in Operating Cash Flow, Adjusted Operating Cash Flow or Total Assets of the Borrower or the Person subject
to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios
will not be deemed to have been exceeded as a result of such fluctuations; provided that if any ratios improve or baskets increase
as a result of such fluctuations, such improved ratios or baskets may be utilized. If the Borrower has made an LCT Election for any Limited
Condition Transaction, then, in connection with any subsequent calculation of the ratios or baskets hereunder (other than actual compliance
with the Financial Covenant) on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition
Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires
or the date for redemption, repurchase, defeasance, satisfaction and discharge or repayment or otherwise specified in an irrevocable
notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition
Transaction, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other
transactions in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) have been consummated;
provided that if such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction,
any action taken where compliance of such ratios or baskets was determined or tested assuming such Limited Condition Transaction and
other transaction in connection therewith have been consummated will not be deemed to have been exceeded as a result of failure to consummate
such Limited Condition Transaction and other transactions in connection therewith.
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Section 1.8 Cumulative
Credit Transactions.
If more than one action occurs
on any given date the permissibility of the taking of which is determined hereunder by reference to the amount of the Cumulative Credit
immediately prior to the taking of such action, the permissibility of the taking of each such action shall be determined independently
and successively and in no event may any two or more such actions be treated as occurring simultaneously.
Section 1.9 Cashless
Roll.
Notwithstanding anything to
the contrary contained in this Agreement or in any other Loan Document, to the extent that any Lender extends the maturity date of, or
replaces, renews or refinances, any of its then existing Loans with Incremental Loans, Refinancing Term Loans, Refinancing Revolving
Loans, Extended Term Loans, Extended Revolving Loans or loans incurred under a new credit facility, in each case, to the extent such
extension, replacement, renewal or refinancing is effected by means of a “cashless roll” by such Lender, such extension,
replacement, renewal or refinancing shall be deemed to comply with any requirement hereunder or any other Loan Document that such payment
be made “in Dollars”, “in immediately available funds”, “in cash” or any other similar requirement.
Section 1.10 Certain
Baskets.
(a) Notwithstanding
anything herein to the contrary, all usages of fixed dollar baskets under this agreement (including baskets measured as a percentage
of Trailing Adjusted Operating Cash Flow) prior to the Amendment Effective Date shall be disregarded as of the Amendment Effective Date
and deemed permitted under this Agreement and shall not be counted against any fixed dollar basket (including baskets measured as a percentage
of Trailing Adjusted Operating Cash Flow) that are set forth in this agreement on or after the Amendment Effective Date (i.e., all fixed
dollar baskets are deemed refreshed on the Amendment Effective Date and any prior usages of such baskets are deemed to be zero).
(b) All
baskets set forth in Article VII of this Agreement (including any related definition) shall only be tested solely at the time of
consummation of the relevant transaction or action utilizing any of such baskets and, for the avoidance of doubt, if any of such baskets
(including any related definition) would subsequently be exceeded (including as a result of fluctuations to Trailing Adjusted Operating
Cash Flow after the last time such baskets were calculated) for any purpose under Article VII, such baskets will not be deemed to
have been exceeded (i.e., incurrence based negative covenants). If any Indebtedness or Liens securing Indebtedness are incurred to refinance
any existing Indebtedness or Liens securing Indebtedness, in each case, initially incurred in reliance on a basket measured by reference
to a percentage of Trailing Adjusted Operating Cash Flow at the time of incurrence, such refinancing would cause the percentage of Trailing
Adjusted Operating Cash Flow restriction to be exceeded if calculated based on the Trailing Adjusted Operating Cash Flow at the time
of incurrence of such refinancing, such percentage of Trailing Adjusted Operating Cash Flow restriction shall not be deemed to be exceeded
so long as the principal amount of such Indebtedness or such Indebtedness secured by such Liens, as applicable, does not exceed the principal
amount (or accreted value or fair value, if applicable) of the relevant existing Indebtedness or Indebtedness secured by such Liens,
as applicable, being refinanced, plus Indebtedness incurred to pay premiums, defeasance costs and fees and expenses in connection.
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Section 1.11 Effect
of this Agreement on the Existing Credit Agreement and the Other Existing Loan Documents.
(a) Upon
satisfaction of the conditions precedent to the effectiveness of this Agreement set forth in Section 4 of the Amendment Agreement,
the terms and provisions of the Existing Credit Agreement shall be amended, superseded, restated and consolidated in their entirety without
a breach in continuity by the terms and provisions of this Agreement, this Agreement shall be binding on the Borrower, the other Loan
Parties party hereto, the Administrative Agent, the Lenders and the other parties hereto, and the Existing Credit Agreement and the provisions
thereof shall be replaced in their entirety by this Agreement and the provisions hereof; provided that for the avoidance of doubt
(x) any Obligations (as defined in the Existing Credit Agreement) of the Borrower and the other Loan Parties under the Existing
Credit Agreement and the other Loan Documents that remain unpaid and outstanding as of the Amendment Effective Date shall continue to
exist under and be evidenced by this Agreement and the other Loan Documents, (y) all Existing Letters of Credit shall continue as
Letters of Credit under this Agreement and (c) the Collateral and the Loan Documents shall, except as otherwise provided in the
Amendment Agreement, continue to secure, guarantee, support and otherwise benefit the Obligations on the same terms as prior to the effectiveness
hereof. Upon the effectiveness of the Amendment Agreement and this Agreement, each Loan Document that was in effect immediately prior
to the Amendment Effective Date shall continue to be effective on its terms unless otherwise expressly stated herein or therein.
(b) Nothing
herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement,
the other Existing Loan Documents (as defined below) or instruments securing the same, which shall remain in full force and effect, except
as modified hereby or by instruments executed concurrently herewith. Unless otherwise specifically set forth in the Amendment Agreement
or this Agreement, nothing implied in this Agreement shall be construed as a release or other discharge of the Borrower or any Guarantor
from any of its obligations or liabilities under the Existing Credit Agreement or any of the security agreements, pledge agreements,
mortgages, guaranties or other loan documents executed in connection therewith or in connection with the Existing Credit Agreement (the
“Existing Loan Documents”). Each Loan Party hereby (x) confirms and agrees that (i) except as expressly
provided in the Amendment Agreement, each Existing Loan Document to which it is a party that is not being amended and restated concurrently
herewith is, and shall continue to be, in full force and effect and (ii) each such Existing Loan Document, and the Security Agreement
is hereby ratified and confirmed in all respects except that on and after the Amendment Effective Date, all references in any Existing
Loan Document to “the Credit Agreement,” “thereto,” “thereof,” “thereunder” or words
of like import referring to the Existing Credit Agreement shall mean the Existing Credit Agreement as amended and restated by this Agreement,
and (y) confirms and agrees that to the extent that any such Existing Loan Document purports to assign or pledge to any of the Agents,
the Lenders, the Issuing Bank or the other Secured Parties or to grant to any of the Agents, the Lenders, the Issuing Bank or the other
Secured Parties a security interest in or lien on, any collateral as security for all or any portion of any of the Obligations of the
Borrower or any other Loan Party, as the case may be, from time to time existing in respect of the Existing Credit Agreement or the Existing
Loan Documents, such pledge or assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects
with respect to this Agreement and the Loan Documents.
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ARTICLE 2
THE CREDITS
Section 2.1 Commitments
and Loans.
(a) Revolving
Loans. Subject to the terms and conditions set forth herein, each Lender having a Revolving Commitment with respect to a Facility
agrees to make Revolving Loans with respect to such Facility to the Borrower in Dollars from time to time during the Revolving Availability
Period for such Facility in an aggregate principal amount that will not result in such Lender’s Revolving Credit Exposure with
respect to such Facility exceeding such Lender’s Revolving Commitment for such Facility. Within the foregoing limits and subject
to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.
(b) Term
A Loans. Subject to the terms and conditions set forth herein, each Term A Lender agrees to make a Term A Loan in Dollars to the
Borrower on the Amendment Effective Date in a principal amount not to exceed its Term A Loan Commitment. The full amount of the Term
A Loans to be made pursuant to the Term A Commitment shall be drawn in a single drawing on the Amendment Effective Date. On the Amendment
Effective Date (after giving effect to the funding of the Term A Loans by the Term A Lenders), the Term A Loan Commitments of the Term
A Lenders will automatically and permanently terminate. Term A Loans repaid or prepaid in whole or in part may not be reborrowed.
(c) 2026
Incremental Term A-1 Loans. Subject to the terms and conditions set forth herein and in Amendment No. 1, each 2026 Incremental
Term A-1 Lender agrees to make a 2026 Incremental Term A-1 Loan in Dollars to the Borrower on the Amendment No. 1 Funding Date in
a principal amount not to exceed its 2026 Incremental Term A-1 Loan Commitment. The 2026 Incremental Term A-1 Loans to be made pursuant
to the 2026 Incremental Term A-1 Loan Commitment shall be drawn in a single drawing on the Amendment No. 1 Funding Date. On the
Amendment No. 1 Funding Date (after giving effect to the funding of the 2026 Incremental Term A-1 Loans by the 2026 Incremental
Term A-1 Lenders), the 2026 Incremental Term A-1 Loan Commitments of the 2026 Incremental Term A-1 Lenders will automatically and permanently
terminate. 2026 Incremental Term A-1 Loans repaid or prepaid in whole or in part may not be reborrowed.
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(d) 2026
Incremental Term A-2 Loans. Subject to the terms and conditions set forth herein and in Amendment No. 1, each 2026 Incremental
Term A-2 Lender agrees to make a 2026 Incremental Term A-2 Loan in Dollars to the Borrower on the Amendment No. 1 Effective Date
in a principal amount not to exceed its 2026 Incremental Term A-2 Loan Commitment. The 2026 Incremental Term A-2 Loans to be made pursuant
to the 2026 Incremental Term A-2 Loan Commitment shall be drawn in a single drawing on the Amendment No. 1 Effective Date. On the
Amendment No. 1 Effective Date (after giving effect to the funding of the 2026 Incremental Term A-2 Loans by the 2026 Incremental
Term A-2 Lenders), the 2026 Incremental Term A-2 Loan Commitments of the 2026 Incremental Term A-2 Lenders will automatically and permanently
terminate. 2026 Incremental Term A-2 Loans repaid or prepaid in whole or in part may not be reborrowed.
(e) 2026
Incremental Revolving Commitments. Subject to the terms and conditions set forth herein and in Amendment No. 1, each 2026 Incremental
Revolving Lender having a 2026 Incremental Revolving Commitment with respect to the 2026 Incremental Revolving Facility agrees to make
the 2026 Incremental Revolving Commitments available to the Borrower solely for the issuance of Letters of Credit in Dollars and the
making of Revolving Loans for purposes of reimbursement required pursuant to Section 2.9(e) hereof in Dollars from time to
time during the Revolving Availability Period for the 2026 Incremental Revolving Facility in an aggregate principal amount that will
not result in such Lender’s Revolving Credit Exposure with respect to the 2026 Incremental Revolving Facility exceeding such Lender’s
2026 Incremental Revolving Commitment. The 2026 Incremental Revolving Commitments shall not be available to be drawn as Revolving Loans,
other than in the case of a reimbursement pursuant to Section 2.9(e) hereof. Within the foregoing limits and subject to the
terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow 2026 Incremental Revolving Loans.
(f) 2026
Incremental Term A-3 Loans. Subject to the terms and conditions set forth herein and in Amendment No. 3, each 2026 Incremental Term
A-3 Lender agrees to make a 2026 Incremental Term A-3 Loan in Dollars to the Borrower on the Amendment No. 3 Effective Date in a
principal amount not to exceed its 2026 Incremental Term A-3 Loan Commitment. The 2026 Incremental Term A-3 Loans to be made pursuant
to the 2026 Incremental Term A-3 Loan Commitment shall be drawn in a single drawing on the Amendment No. 3 Effective Date. On the
Amendment No. 3 Effective Date (after giving effect to the funding of the 2026 Incremental Term A-3 Loans by the 2026 Incremental
Term A-3 Lenders), the 2026 Incremental Term A-3 Loan Commitments of the 2026 Incremental Term A-3 Lenders will automatically and permanently
terminate. 2026 Incremental Term A-3 Loans repaid or prepaid in whole or in part may not be reborrowed.
Section 2.2 Loans
and Borrowings.
(a) Each
Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans from the same Facility made by the Revolving Lenders
ratably in accordance with their respective Revolving Commitments under such Facility, and each Term Loan shall be made as part of a
Borrowing consisting of Term Loans from the same Facility made by the Term Lenders ratably in accordance with their respective Commitments
to make Term Loans under such Facility. The failure of any applicable Lender to make any Loan required to be made by it shall not relieve
any other Lender of its obligations hereunder, provided that the Commitments of the applicable Lenders are several, and no Lender shall
be responsible for any other Lender’s failure to make Loans as required.
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(b) Subject
to Section 3.4, each Borrowing shall be comprised entirely of Loans of the same Class and Type, in each case as the Borrower
may request in accordance herewith; provided that each Swingline Loan shall be an ABR Loan. Each applicable Lender at its option may
make any SOFR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any
exercise of such option shall not (i) affect the obligation of the Borrower to repay such Loan in accordance with the terms of this
Agreement or (ii) increase any cost or expense to the Borrower or impose any additional withholding requirement on the Borrower.
(c) At
the commencement of each Interest Period for any SOFR Borrowing, such Borrowing shall be in a minimum amount of $1,000,000 and in integral
multiples of $500,000 in excess thereof. At the time that each ABR Borrowing is made, such Borrowing shall be in a minimum amount of
$1,000,000 and in integral multiples of $500,000 in excess thereof; provided that an ABR Revolving Borrowing may be in an aggregate
amount that is equal to the entire unused balance of the total Revolving Commitments for a Facility, in an aggregate amount that is required
to finance the reimbursement of an LC Disbursement as contemplated by Section 2.9(e) or in an aggregate amount that is required
to finance the reimbursement of a Swingline Loan as contemplated by Section 2.10(c), and an ABR Term Borrowing may be in an aggregate
amount that is equal to the entire unused Commitments to make Term Loans under a Facility. Each Swingline Loan shall be in an amount
that is agreed upon by the Borrower, the Administrative Agent and the Swingline Lender. Borrowings of more than one Type may be outstanding
at the same time, provided that there shall not at any time be more than a total of 12 SOFR Borrowings outstanding.
(d) Notwithstanding
any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing
if the Interest Period requested with respect thereto would end after the Maturity Date for the Loans comprising such Borrowing.
Section 2.3 Requests
for Borrowings.
(a) To
request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or e-mail (i) in the case of
a SOFR Borrowing, not later than 2:00 p.m., New York City time, three Business Days (or such shorter period as agreed to by the
Administrative Agent and the Borrower) before the date of the proposed Borrowing, or (ii) in the case
of an ABR Borrowing, not later than 2:00 p.m., New York City time, on the date of the proposed Borrowing. Each such telephonic or e-mail
borrowing request shall be irrevocable and shall be confirmed by no later than 3:00 p.m., New York City time, on the date of such request
by hand delivery, e-mail or facsimile to the Administrative Agent of a copy of a written Borrowing Request signed by the Borrower. Each
such telephonic or e-mail borrowing request and written Borrowing Request shall specify the following information in compliance with
Section 2.2:
(i) the
aggregate amount of the requested Borrowing;
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(ii) the
date of such Borrowing, which shall be a Business Day;
(iii) the
Facility under which such Borrowing is to be made;
(iv) whether
such Borrowing is to be an ABR Borrowing or a SOFR Borrowing;
(v) in
the case of a SOFR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition
of the term “Interest Period”; and
(vi) the
location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.4.
(b) If
no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is
specified with respect to any requested SOFR Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one
month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall
advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested
Borrowing.
Section 2.4 Funding
of Borrowings.
(a) Each
Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by
4:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to
the Lenders; provided that Swingline Loans shall be made as provided in Section 2.10. Subject to Section 5.2, the Administrative
Agent will make such Loans available to the Borrower by promptly crediting or otherwise transferring the amounts so received, in like
funds, to an account of the Borrower designated by the Borrower in the applicable Borrowing Request; provided that ABR Revolving
Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.9(e) shall be remitted by the Administrative
Agent to the Issuing Bank. Notwithstanding anything contained in this Section 2.4(a), the Borrower, the Administrative Agent, and
the Term A Lenders, 2026 Incremental Term A-1 Lenders or,
2026 Incremental Term A-2 Lenders or 2026 Incremental Term A-3 Lenders
may agree that the Term A Loans, 2026 Incremental Term A-1 Loans or,
2026 Incremental Term A-2 Loans or 2026 Incremental Term A-3 Loans,
as applicable, be funded in such other manner as such parties may agree.
(b) Unless
the Administrative Agent shall have received notice from a Lender prior to 3:00 p.m., New York City time, on the date of any 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 2.4(a) or Section 2.9(e) and
may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact
made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender agrees to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made
available to the Borrower to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective
Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such
Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.
If such Lender’s share of such Borrowing is not made available to the Administrative Agent by such Lender within three Business
Days after the date of such Borrowing, the Administrative Agent shall give notice of such fact to the Borrower and the Administrative
Agent shall also be entitled to recover such amount with interest thereon at the rate per annum otherwise applicable to such Borrowing,
on demand, from the Borrower. Nothing herein shall be deemed to limit the rights of the Administrative Agent or the Borrower against
any Defaulting Lender.
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Section 2.5 Termination
and Reduction of Commitments.
(a) Unless
previously terminated, (i) the Revolving Commitments under the Existing Revolving Facility shall terminate on the Existing Revolving
Facility Maturity Date, (ii) the 2026 Incremental Revolving Commitments under the 2026 Incremental Revolving Facility shall terminate
on the 2026 Incremental Revolving Facility Maturity Date, (iii) the Term A Loan Commitments in respect of the Term A Loans to be
made by the Term A Lenders shall be terminated upon the making of such Term A Loans on the Amendment Effective Date, (iv) the 2026
Incremental Term A-1 Loan Commitments in respect of the 2026 Incremental Term A-1 Loans to be made by the 2026 Incremental Term A-1 Lenders
shall be terminated upon the making of such 2026 Incremental Term A-1 Loans on the Amendment No. 1 Funding Date, (v) the 2026
Incremental Term A-2 Loan Commitments in respect of the 2026 Incremental Term A-2 Loans to be made by the 2026 Incremental Term A-2 Lenders
shall be terminated upon the making of such 2026 Incremental Term A-2 Loans on the Amendment No. 1 Effective Date, (vi) the
2026 Incremental Term A-3 Loan Commitments in respect of the 2026 Incremental Term A-3 Loans to be made by the 2026 Incremental Term
A-3 Lenders shall be terminated upon the making of such 2026 Incremental Term A-3 Loans on the Amendment No. 3 Effective Date, (vii) any
Incremental Term Commitments of a Class shall terminate on the making of the Incremental Term Loans of such Class, (viiviii)
each Class of Incremental Revolving Commitments shall terminate on the date specified in the Incremental Amendment for such Class,
(viiiix) any Refinancing
Term Commitments of a Class shall terminate on the making of the Refinancing Term Loans of such Class, (ixx)
each Class of Refinancing Revolving Commitments shall terminate on the date specified in the Refinancing Amendment for such Class,
(xxi) each
Class of Extended Revolving Commitments shall terminate on the date specified in the Extension Amendment for such Class, and (xixii)
any Commitments for Extended Term Loans of a Class shall terminate on the making of the Extended Term Loans of such Class.
(b) The
Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments under a Facility, provided that (i) the
Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving
Loans under such Facility in accordance with Section 2.7, the sum of the Revolving Credit Exposures for such Facility would exceed
the total Revolving Commitments for such Facility, (ii) each such reduction of the Revolving Commitments shall be in a minimum amount
of $5,000,000 and in integral multiples of $1,000,000 in excess thereof and (iii) any termination of the 2026 Incremental Revolving
Commitments (other than in connection with a refinancing thereof) shall be made on a pro rata basis (or less than pro rata basis) with
the Revolving Commitments (other than the 2026 Incremental Revolving Commitments) existing on the Amendment No. 1 Effective Date.
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(c) The
Borrower shall notify the Administrative Agent of any election to terminate or reduce Revolving Commitments under Section 2.5(b) at
least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice
delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of Revolving
Commitments delivered by the Borrower may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified
therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by notice
to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Subject to Section 2.12,
each reduction, and any termination, of Revolving Commitments shall be permanent, and each such reduction shall be made ratably among
the applicable Lenders in accordance with their respective applicable Revolving Commitments.
Section 2.6 Repayment
of Loans.
(a) The
Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each applicable Lender (i) the unpaid
principal amount of each Existing Revolving Loan (other than each Swingline Loan) on the Existing Revolving Facility Maturity Date, (ii) the
unpaid principal amount of each 2026 Incremental Revolving Loan on the 2026 Incremental Revolving Facility Maturity Date, and (iii) the
unpaid principal amount of each Swingline Loan on the earliest to occur of the last day of the Swingline Interest Period applicable thereto,
the tenth Business Day immediately preceding the Swingline Termination Date, and the date on which the Swingline Loans shall become due
and payable pursuant to the provisions hereof, whether by acceleration or otherwise, provided that on each date that a Revolving
Loan Borrowing is made, the Borrower shall repay all Swingline Loans then outstanding.
(b) The
unpaid principal amount of each Term A Loan and,
each 2026 Incremental Term A-2 Loan and each 2026 Incremental Term A-3 Loan
shall be payable (1) in an amount equal to 0.25% of the original principal amount of such Term A Loan or,
2026 Incremental Term A-2 Loan or 2026 Incremental Term A-3 Loan,
as applicable, on the last Business Day of each March, June, September and December of each year (commencing, (x) in
the case of the Term A Loans, with the last Business Day of December 2021 and,
(y) in the case of the 2026 Incremental Term A-2 Loans, with
the last Business Day of September 2026 and (z) in the case of
the 2026 Incremental Term A-3 Loans, with the last Business Day of March 2027), and (2) in full on the Term A Maturity
Date or, the 2026
Incremental Term A-2 Loan Maturity Date or the 2026 Incremental Term A-3
Loan Maturity Date, as applicable; provided, however, that for any such last Business Day of each March, June, September and
December of each year that occurs during the period beginning with the occurrence of an Amortization Event, and thereafter until
such time, if any, as an Amortization Termination Event shall have occurred, the unpaid principal amount of each such Term A Loan or,
2026 Incremental Term A-2 Loan or 2026 Incremental Term A-3 Loan,
as applicable, shall be payable in an amount equal to 1.25% of the original principal amount of such Term A Loan or,
2026 Incremental Term A-2 Loan or 2026 Incremental Term A-3 Loan,
as applicable.
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For purposes of
this Section 2.6(b), the following terms have the following meanings:
“Amortization
Event” means the delivery of the second consecutive Higher Leverage Compliance Certificate.
“Amortization
Termination Event” means, at any time following the last Amortization Event, if any, the delivery of the second consecutive
Lower Leverage Compliance Certificate.
“High
Ratio Condition” means that the Secured Leverage Ratio is greater than 3.25:1.00.
“Higher
Leverage Compliance Certificate” means a Compliance Certificate delivered in accordance with Section 6.1(c) indicating
that a High Ratio Condition existed at the Compliance Reference Date for such Compliance Certificate.
“Lower
Leverage Compliance Certificate” means a Compliance Certificate delivered in accordance with Section 6.1(c), other than
a Higher Leverage Compliance Certificate.
(c) The
unpaid principal amount of each Incremental Revolving Loan, Incremental Term Loan, Refinancing Revolving Loan, Refinancing Term
Loan, Extended Revolving Loan and Extended Term Loan shall be payable in such amounts and on such dates, if any, as shall be set forth
in the applicable Facility Amendment.
(d) The
unpaid principal amount of each 2026 Incremental Term A-1 Loan shall be payable in an amount per annum equal to (1)(a) with respect
to the eight full fiscal quarters following the Amendment No. 1 Funding Date (the “Initial Term A-1 Amortization Period”),
0.0% of the original principal amount of such 2026 Incremental Term A-1 Loans, (b) with respect to the eight full fiscal quarters
following the Initial Term A-1 Amortization Period, 2.50% of the original principal amount of the 2026 Incremental Term A-1 Loans and
(c) thereafter, 5.0% of the original principal amount of the 2026 Incremental Term A-1 Loans, in each case, paid in equal quarterly
installments (commencing with the later of (i) the last business day of the first full fiscal quarter beginning after the Amendment
No. 1 Funding Date and (ii) the last business day of December 2026) and (2) in full on the 2026 Incremental Term
A-1 Loan Maturity Date.
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Section 2.7 Prepayment
of Loans.
(a) The
Borrower shall have the right at any time and from time to time to prepay any Revolving Loan Borrowing in whole or in part, or prepay
Term A Loans, 2026 Incremental Term A-1 Loans or,
2026 Incremental Term A-2 Loans or 2026 Incremental Term A-3 Loans,
in whole or in part, without premium or penalty, subject to the requirements of this Section 2.7. The Borrower shall have the right
at any time and from time to time to prepay Incremental Term Loans, Refinancing Term Loans and/or Extended Term Loans of any Class in
whole or in part subject to any restrictions set forth in the Facility Amendment applicable to such Class. Each mandatory prepayment
of Term Loans under this Section 2.7 shall be applied (i) pro rata among each Term Loan then outstanding and (ii) for
each Class of Term Loans, to reduce the remaining installments payable thereon pro rata. Each voluntary prepayment of Term Loans
under this Section 2.7 shall be applied (i) to prepay any Class or Classes of Term Loans then outstanding as the Borrower
may elect, and (ii) for each such Class, to reduce the remaining installments payable thereon pro rata. Subject to the provisions
of any Facility Amendment, each voluntary and mandatory prepayment of any other Class of Term Loans under this Section 2.7
established under such Facility Amendment after the Amendment No. 1 Effective Date shall be applied (i) pro rata among each
Term Loan in such Class then outstanding, and (ii) for each such Term Loan, to reduce the remaining installments payable thereon
pro rata. Subject to Section 2.12, each voluntary prepayment of Revolving Loans under the Existing Revolving Facility under this
Section 2.7 shall be applied pro rata among each Revolving Loan under the Existing Revolving Facility then outstanding. Subject
to the provisions of any Facility Amendment and Section 2.12, each voluntary prepayment of any other Class of Revolving Loans
under this Section 2.7 shall be applied pro rata among each Revolving Loan in such Class then outstanding.
(b) In
the event of any partial reduction or termination of Revolving Commitments, then (i) at or prior to the date of such reduction or
termination, the Administrative Agent shall notify the Borrower and the applicable Lenders of the sum of the Revolving Credit Exposures
under the applicable Facility after giving effect thereto and (ii) if such sum would exceed the total Revolving Commitments for
such Facility after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination,
prepay Revolving Borrowings in an amount sufficient to eliminate such excess. To the extent that the Revolving Borrowings have been prepaid
in full and the Revolving Credit Exposure for the applicable Facility still exceeds the Revolving Commitments as a result of the LC Exposure,
the Borrower shall cash collateralize, on terms and conditions in accordance with the provisions set forth in Section 2.9(i), outstanding
Letters of Credit in a principal amount sufficient to eliminate the excess Revolving Credit Exposure.
(c) The
Borrower shall prepay the Term Loans pro rata in an amount equal to 100% of the Net Proceeds in excess of $25,000,000 in the aggregate
during any fiscal year in respect of Affected Sales; provided that, no such prepayment shall be required to the extent that such Net
Proceeds are used within 12 months of receipt thereof (or if the Borrower or any Subsidiary enters into a legally binding commitment
to reinvest such Net Proceeds within 12 months following receipt thereof, within 18 months following receipt thereof) to purchase assets
to be used in the business of the Borrower or any of its Subsidiaries. “Affected Sale” means any sale or other disposition
of assets (other than cash) or any casualty event or condemnation of property of the Borrower or any Subsidiary (other than sales and
dispositions to the Borrower or a Subsidiary Guarantor or in the ordinary course of business of the Borrower or such Subsidiary) in each
case occurring at any time that the Secured Leverage Ratio, as set forth in the Compliance Certificate most recently delivered, is greater
than 3.00:1.00.
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(d)
Notwithstanding any other provisions of this Section 2.7, (i) to the extent
that any of or all of the Net Proceeds of any Affected Sale by or from a Foreign Subsidiary (a “Foreign Affected Sale”)
are prohibited or delayed by applicable local law (including, without limitation, as to financial assistance and corporate benefit restrictions
and as to fiduciary and statutory duties of directors and managers) from being repatriated to the United States, the amount equal to
the portion of such Net Proceeds so affected will not be required to be applied to repay Term Loans at the times provided in Section 2.7(c) but
only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agrees to use reasonable
efforts to cause the applicable Foreign Subsidiary to take all actions reasonably required by the applicable local law to permit such
repatriation within one year following the date such amounts are prohibited or delayed (it being understood and agreed that following
the expiration of such one year period, no prepayment therefrom shall be required), and if such repatriation of any of such affected
Net Proceeds is permitted under the applicable local law, an amount equal to such Net Proceeds permitted to be repatriated will be applied
(whether or not repatriation actually occurs) to the repayment of the Term Loans pursuant to Section 2.7(c) to the extent
provided therein (net of any additional Taxes, costs and expenses that are or would be payable or reserved against as a result thereof)
and (ii) to the extent that the Borrower has determined in good faith that repatriation of any or all of the Net Proceeds of any
Foreign Affected Sale could have a material adverse tax consequence (which for the avoidance of doubt, includes, but is not limited to,
any repatriation in respect of which the Borrower, any Subsidiary, any of their Affiliates and/or equity partners, or any consolidated,
combined or similar Tax group that includes as a member (which, for the avoidance of doubt, includes a disregarded entity whose regarded
owner is a member for applicable tax purposes) any of the foregoing would incur a material Tax liability, including a material taxable
dividend or material withholding Tax), the amount equal to the Net Proceeds so affected will not be required to be applied to repay Term
Loans at the times provided in Section 2.7(c) until such time as the repatriation thereof would no longer have a material
adverse Tax consequence, at which time an amount equal to such Net Proceeds will be promptly applied to the repayment of the Term Loans
pursuant to Section 2.7(c) to the extent provided therein.
(e)
If any Indebtedness shall be incurred by the Borrower or any Subsidiary (excluding
any Indebtedness incurred in accordance with Section 7.1) an amount equal to 100% of the Net Proceeds thereof shall be applied
on the date of such incurrence as follows: (i) first, to the pro rata prepayment of the Term Loans and (ii) thereafter, to
the pro rata prepayment of the Revolving Loans. If any Credit Agreement Refinancing Debt shall be incurred by the Borrower, an amount
equal to 100% of the Net Proceeds thereof shall be applied on the date of such incurrence to the pro rata prepayment of the Refinanced
Debt being refinanced.
(f)
The Borrower shall notify the Administrative Agent (and, in the case of the
prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder, except as otherwise
provided in clause (g) below, (i) in the case of a prepayment of a SOFR Borrowing, not later than 2:00 p.m., New York City
time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing (other than a Swingline
Loan), not later than 2:00 p.m., New York City time, on the date of prepayment or (iii) in the case of prepayment of a Swingline
Loan, not later than 3:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify
(x) whether the Borrower elects for clause (g) below to apply to such prepayment (to the extent such prepayment is subject
to clause (g) below) and (y) the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid
(the “Prepayment Amount”); provided that a notice of prepayment delivered by the Borrower may state that such
notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit
facilities), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified
effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the Administrative
Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing under Section 2.7(a) shall
(i) with respect to SOFR Borrowings, be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess thereof,
and (ii) with respect to ABR Borrowings, be in a minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof.
Prepayments shall be accompanied by accrued interest to the extent required by Section 3.1 together with any amounts required by
Section 3.6.
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(g)
The Administrative Agent will promptly notify each Term Lender of the contents of any prepayment
notice so received from the Borrower, including the date on which such prepayment is to be made (the “Prepayment Date”).
The Borrower agrees that, in the event it elects to have this clause (g) apply to any prepayment, then the Borrower shall have
given notice of such prepayment to the Administrative Agent no later than 2:00 p.m., New York City time, at least five Business Days
prior to the date of such prepayment. Any Term Lender may (but solely to the extent the Borrower elects for this clause (g) to
be applicable to a given prepayment) decline to accept all (but not less than all) of its share of any mandatory prepayment pursuant
to Section 2.7(c) or the first sentence of Section 2.7(e) (any such Lender, a “Declining Lender”)
by providing written notice to the Administrative Agent no later than two Business Days after the date of such Term Lender’s receipt
of notice from the Administrative Agent regarding such prepayment. If any Term Lender does not give a notice to the Administrative Agent
on or prior to such two Business Day time period informing the Administrative Agent that it declines to accept the applicable prepayment,
then such Term Lender will be deemed to have accepted such prepayment. On any Prepayment Date, an amount equal to the Prepayment Amount
minus the portion thereof allocable to Declining Lenders, in each case for such Prepayment Date, shall be paid to the Administrative
Agent by the Borrower and applied by the Administrative Agent ratably to prepay Term Loans owing to Term Lenders (other than Declining
Lenders) in the manner described in Section 2.7(c) or the first sentence of Section 2.7(e), as applicable, for such
prepayment. Any amounts that would otherwise have been applied to prepay Term Loans owing to Declining Lenders shall be retained by the
Borrower (such amounts retained by the Borrower, “Declined Amounts”) for any purposes not prohibited by this Agreement.
(h)
[Reserved].
(i)
Additionally, notwithstanding anything else in this Agreement to the contrary,
in the event that any Term Loan of any Lender would otherwise be repaid or prepaid from the proceeds of other Term Loans being funded
on the date of such repayment or prepayment, if agreed to by the Borrower and such Lender and notified to the Administrative Agent prior
to the date of the applicable repayment or prepayment, all or any portion of such Lender’s Term Loan that would have otherwise
been repaid or prepaid in connection therewith may be converted on a “cashless roll” basis into a new Term Loan.
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(j)
Notwithstanding anything to the contrary contained in this Section 2.7 or any
other provision of this Agreement, the Borrower may prepay any Class or Classes of outstanding Term Loans (each, an “Auction
Prepayment Offer”) at a discount to par pursuant to one or more auctions (each, an “Auction”) on the following
basis (any such prepayment, an “Auction Prepayment”):
(i)
All Term Lenders (other than Defaulting Lenders) of the applicable Class or
Classes shall be permitted (but not required) to participate in each Auction. Any such Lender who elects to participate in an Auction
may choose to offer all or part of such Lender’s Term Loans of the applicable Class for prepayment. Each Term Lender shall
notify the Administrative Agent at least 5 days prior to each Auction of its decision whether or not to participate in such Auction.
(ii)
Each Auction Prepayment shall be subject to the conditions that (A) the
Administrative Agent shall have received a certificate to the effect that (I) immediately prior to and after giving effect to the
Auction Prepayment and on the date of any delivery of an Auction Notice (as defined in Exhibit E), no Default or Event of Default
shall have occurred and be continuing and (II) each of the conditions to such Auction Prepayment has been satisfied, (B) each
offer of prepayment made pursuant to this Section 2.7(j) must be in an amount not less than $10,000,000 in principal amount
of Term Loans, calculated on the face amount thereof unless another amount is agreed to by the Administrative Agent, (C) no Auction
Prepayment shall be made from the proceeds of any Revolving Loan, (D) any Auction Prepayment shall be offered to all Lenders with
Term Loans of the applicable Class or Classes on a pro rata basis, (E) all Term Loans so prepaid by the Borrower shall automatically
be cancelled and retired by the Borrower on the applicable settlement date (and for the avoidance of doubt, may not be reborrowed) and
(F) no more than one Auction Prepayment Offer may be ongoing at any one time.
(iii)
The Borrower must terminate any Auction Prepayment Offer if it fails
to satisfy one or more of the conditions set forth above in Section 2.7(j)(ii) that are required to be met at the time at
which the Term Loans would have been prepaid pursuant to such Auction Prepayment Offer and may, if it determines not to proceed with
such Auction, terminate any Auction Prepayment Offer. If the Borrower commences any Auction Prepayment Offer (and all relevant requirements
set forth above that are required to be satisfied at the time of the commencement of such Auction Prepayment Offer have in fact been
satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above that are
required to be satisfied at the time of the consummation of such Auction Prepayment Offer shall be satisfied, then the Borrower shall
have no liability to any Term Lender or any other Person for any termination of such Auction Prepayment Offer as a result of its failure
to satisfy one or more of the conditions set forth above that are required to be met at the time that otherwise would have been the time
of consummation of such Auction Prepayment Offer, and any such failure shall not result in any Default or Event of Default hereunder.
All Term Loans prepaid by the Borrower pursuant to this Section 2.7(j) shall be accompanied by all accrued interest on the
par principal amount so prepaid to, but not including the date of the Auction Prepayment. Term Loan prepayments conducted pursuant to
Auction Prepayment Offers shall not constitute voluntary or mandatory prepayments hereunder. The par principal amount of Term Loans prepaid
pursuant to this Section 2.7(j) shall be applied to reduce the final installment payment of principal thereof pursuant to
Section 2.6(b) or Section 2.6(d), as applicable.
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(iv)
Each Auction shall comply with the Auction Procedures and any such other procedures
reasonably agreed by the Administrative Agent and by the Borrower.
(v)
The Auction Manager (as defined in Exhibit E)
acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article 9 and Section 10.3
to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and
the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it
to perform its responsibilities and duties in connection with each Auction Prepayment Offer; provided that nothing herein contained
in this clause (v) shall require the Administrative Agent to incur any out-of-pocket cost or expense that is not required to be
reimbursed by the Borrower pursuant to this Agreement.
(vi)
This Section 2.7(j) shall neither (a) require the Borrower
to undertake any Auction nor (b) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with
Section 2.7(a) or open market purchases of Term Loans in accordance with Section 10.4(g).
(vii)
The Administrative Agent (x) shall not be required to serve as
the Auction Manager for, or have any other obligations to participate in (other than mechanical administrative duties), or facilitate,
any “Dutch auction” (including any Auction) unless it is reasonably satisfied with the terms and restrictions of such auction
and (y) shall not have any obligation to participate in, arrange, sell or otherwise facilitate, and will have no liability in connection
with, any open market repurchases by the Borrower or any of its subsidiaries pursuant to Section 10.4(g).
Section 2.8
Evidence of Debt.
(a)
Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing the debt of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and
interest payable and paid to such Lender from time to time hereunder.
(b)
The Administrative Agent shall maintain accounts in which it shall record (i) the
amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount
of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the
amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.
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(c)
The entries made in the accounts maintained pursuant to paragraphs (a) or (b) of
this Section 2.8 shall be, absent demonstrable error, prima facie evidence of the existence and amounts of the obligations recorded
therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall
not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.
(d)
Any Lender may request that the Loans made by it be evidenced by a Note.
In such event, the Borrower shall prepare, execute and deliver to such Lender, a Note payable to such Lender. In addition, if requested
by a Lender, its Note may be made payable to such Lender and its registered assigns in which case all Loans evidenced by such Note and
interest thereon shall at all times (including after assignment pursuant to Section 10.4) be represented by one or more Notes in
like form payable to the payee named therein and its registered assigns.
Section 2.9
Letters of Credit.
(a)
General. Subject to the terms and conditions set forth herein and in
Section 2.12(d), the Borrower may request the issuance of Letters of Credit denominated in Dollars for its own account (or for
the account of any Subsidiary), in a form reasonably acceptable to the Administrative Agent and the applicable Issuing Bank, at any time
and from time to time during the period from (i) with respect to the Existing Revolving Facility, the Amendment Effective Date
and (ii) with respect to the 2026 Incremental Revolving Facility, the Amendment No. 1 Funding Date, in each case, to the
third day prior to the applicable LC Termination Date. In the event of any inconsistency between the terms and conditions of this Agreement
and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered
into by the Borrower with, the Issuing Bank, the terms and conditions of this Agreement shall control. On and as of the Amendment Effective
Date, in each case automatically and without further action on the part of any Person, (i) each Existing Letter of Credit will
be deemed to be a Letter of Credit issued hereunder under the Existing Revolving Credit Facility for all purposes of the Loan Documents
and (ii) each Lender that has issued an Existing Letter of Credit shall be deemed to have granted to each other Lender with a Revolving
Commitment under the Existing Revolving Credit Facility, and each other such Lender shall be deemed to have acquired from such issuer,
a participation in each such Existing Letter of Credit equal to such other Lender’s Applicable Percentage of (A) the aggregate
amount available to be drawn under such Existing Letter of Credit and (B) the aggregate amount of any reimbursement obligation
in respect of any LC Disbursement in respect thereof.
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(b)
Notice of Issuance; Amendment; Extension; Certain Conditions. To request the
issuance of a Letter of Credit (or the amendment or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or
send by facsimile (or transmit by e-mail, with attachments thereto, if any, in .pdf format) to the applicable Issuing Bank and the Administrative
Agent (not later than two Business Days before the requested date of issuance, amendment or extension) a notice requesting the issuance
of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment
or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph
(c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof, whether the Letter
of Credit is to be issued pursuant to the Existing Revolving Facility or the 2026 Incremental Revolving Commitments and such other information
as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the Issuing Bank, the Borrower also shall submit
a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter
of Credit shall be issued, amended or extended only if (and, upon issuance, amendment or extension of each Letter of Credit, the Borrower
shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) (A) if such
Letter of Credit is issued pursuant to the Existing Revolving Facility, the LC Exposure with respect to the Existing Revolving Facility
shall not exceed $35,000,000 or (B) if such Letter of Credit is issued pursuant to the 2026 Incremental Revolving Commitments,
the LC Exposure with respect to the 2026 Incremental Revolving Facility shall not exceed the total amount of 2026 Incremental Revolving
Commitments and (ii) the total Revolving Credit Exposures shall not exceed the total Revolving Commitments.
(c)
Expiration Date. Each Letter of Credit shall expire at or prior to the close
of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the
case of any extension thereof, one year after such extension) and (ii) the date that is three days prior to the applicable LC Termination
Date, provided that any Letter of Credit may provide for the automatic extension thereof for additional periods of lengths not to exceed
one year (which shall in no event extend beyond the date that is three days prior to the LC Termination Date); provided that any
such Letter of Credit may provide that the applicable Issuing Bank shall have the right to terminate such automatic extension on an annual
basis by notice to the beneficiary of such Letter of Credit.
(d)
Participations. By the issuance of a Letter of Credit (or an amendment to a
Letter of Credit increasing the amount thereof) under the Existing Revolving Facility and without any further action on the part of the
Issuing Bank or the applicable Revolving Lenders, the applicable Issuing Bank hereby grants to each Revolving Lender under the Existing
Revolving Facility, and each such Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal
to such Revolving Lender’s Applicable Percentage with respect to the Existing Revolving Facility of the aggregate amount available
to be drawn under such Letter of Credit. At any time that there is more than one Revolving Lender under the 2026 Incremental Revolving
Facility, by the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) under the 2026
Incremental Revolving Facility and without any further action on the part of the Issuing Bank or the applicable Revolving Lenders, the
applicable Issuing Bank hereby grants to each Revolving Lender under the 2026 Incremental Revolving Facility, and each such Revolving
Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable
Percentage with respect to the 2026 Incremental Revolving Facility of the aggregate amount available to be drawn under such Letter of
Credit. In consideration and in furtherance of the foregoing, each such Revolving Lender hereby absolutely and unconditionally agrees
to pay to the Administrative Agent, for the account of the Issuing Bank, such Revolving Lender’s Applicable Percentage with respect
to the Existing Revolving Facility or 2026 Incremental Revolving Facility, as applicable, of each LC Disbursement made by such Issuing
Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment
required to be refunded to the Borrower for any reason. Each such Revolving Lender acknowledges and agrees that its obligation to acquire
participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by
any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default
or reduction or termination of the applicable Revolving Commitments, and that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever; provided, however, that no Revolving Lender shall be obligated to make any payment to the Administrative
Agent for any wrongful LC Disbursement made by the Issuing Bank as a result of acts or omissions constituting willful misconduct or gross
negligence on the part of the Issuing Bank.
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(e)
Reimbursement. If any Issuing Bank shall make any LC Disbursement in respect
of a Letter of Credit, then the applicable Issuing Bank shall notify the Borrower to reimburse such Issuing Bank therefor, in which case
the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement and any
accrued interest thereon not later than 2:00 p.m., New York City time, on the date that such LC Disbursement is made, if the Borrower
shall have received notice of such LC Disbursement prior to 1:00 p.m., New York City time, on such date, or if such notice has not been
received by the Borrower prior to such time on such date, then not later than 2:00 p.m., New York City time, on the Business Day immediately
following the day that the Borrower receives such notice, provided that, if the LC Disbursement is equal to or greater than $1,000,000,
the Borrower may, subject to the conditions of borrowing set forth herein, request in accordance with Section 2.3 that such payment
be financed with an ABR Revolving Borrowing or Swingline Loan under (and to the extent available pursuant to) the applicable Facility
in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and
replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to make such payment when due (or if any such
reimbursement payment is required to be refunded to the Borrower for any reason), the applicable Issuing Bank may notify the Administrative
Agent that the Issuing Bank is requesting that the applicable Lenders make an ABR Revolving Borrowing under the applicable Facility in
an amount equal to such LC Disbursement and any accrued interest thereon, in which case (1) the Administrative Agent shall notify
each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of such ABR Revolving
Borrowing, and (2) each Lender shall, whether or not any Default shall have occurred and be continuing, any representation or warranty
shall be accurate, any condition to the making of any loan hereunder shall have been fulfilled, or any other matter whatsoever, make
the Loan to be made by it under this paragraph by wire transfer of immediately available funds to the account of the Administrative Agent
(or, in the case of the 2026 Incremental Revolving Commitments, directly to the Issuing Bank thereunder at such Issuing Bank’s
election) most recently designated by it for such purpose by notice to the Lenders, (A) on such date, in the event that such Lender
shall have received notice of such ABR Revolving Borrowing prior to 1:00 p.m., New York City time, or (B) if such notice has not
been received by such Lender prior to such time on such date, then not later than 2:00 p.m., New York City time, on (x) the Business
Day that such Lender receives such notice, if such notice is received prior to 1:00 p.m., New York City time, on the day of receipt or
(y) the Business Day immediately following the day that such Lender receives such notice, if such notice is not received prior
to such time on the day of receipt. Such Loans shall, for all purposes hereof, be deemed to be an ABR Revolving Borrowing referred to
in Section 2.1(a) and made pursuant to Section 2.4, and the Lenders’ obligations to make such Loans shall be
absolute and unconditional. The Administrative Agent will (other than in the case of an election made pursuant to clause (2) of
the immediately preceding sentence with respect to the 2026 Incremental Revolving Commitments) make such Loans available to the Issuing
Bank by promptly crediting or otherwise transferring the amounts so received, in like funds, to the Issuing Bank for the purpose of repaying
in full the LC Disbursement and all accrued interest thereon. An ABR Borrowing pursuant to this Section 2.9(e) made when
the conditions to an ABR Borrowing are not satisfied under Section 5.2 shall not be deemed to have satisfied the Borrower’s
reimbursement obligation with respect to an LC Disbursement for purposes of determining whether or not an Event of Default exists under
Section 8.1(a).
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(f)
Obligations Absolute. Except as provided below, to the fullest extent permitted
by law, the Borrower’s obligations to reimburse LC Disbursements as provided in paragraph (e) of this Section shall
be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any
and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this
Agreement, or any term or provision therein or herein, (ii) any draft or other document presented under a Letter of Credit proving
to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment
by any Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of
such Letter of Credit or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that
might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the
Borrower’s obligations hereunder. Neither any Credit Party nor any of their respective Related Parties shall have any liability
or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make
any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption,
loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including
any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes
beyond the control of the Issuing Bank; provided that the Issuing Bank shall be liable to the Borrower to the extent of any direct damages
(as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable
law) suffered by the Borrower or any Subsidiary that are caused by the Issuing Bank’s failure to exercise care when determining
whether (x) drafts and other documents presented under a Letter of Credit issued by it comply with the terms thereof, or (y) to
pay under any Letter of Credit. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on
the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised
care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that,
with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit,
the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation,
regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are
not in strict compliance with the terms of such Letter of Credit.
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(g)
Disbursement Procedures. The Issuing Bank shall, promptly following its receipt thereof,
examine all documents purporting to represent a demand for payment under a Letter of Credit issued by it. The Issuing Bank shall promptly
notify the Administrative Agent and the Borrower by telephone (confirmed by facsimile) of such demand for payment and whether the Issuing
Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall
not relieve the Borrower of its obligation to reimburse the Issuing Bank and the applicable Lenders with respect to any such LC Disbursement.
(h)
Interim Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the
Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear
interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses
such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans; provided that, if the Borrower fails to reimburse
such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 3.1(b) shall apply. Interest
accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of
payment by any Lender pursuant to paragraph (d) of this Section to reimburse the Issuing Bank shall be for the account of
such Lender to the extent of such payment.
(i)
Cash Collateral. If (x) any Event of Default shall occur and be
continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or Lenders holding more than 50% of the
total LC Exposure with respect to a Facility demanding the deposit of cash collateral pursuant to this paragraph, or (y) the maturity
of the applicable Revolving Loans or Revolving Commitments has been accelerated, the Borrower shall deposit in an account with the Administrative
Agent, in the name of the Administrative Agent and for the benefit of the applicable Lenders, an amount in cash equal to the LC Exposure
with respect to the applicable Facility as of such date plus any accrued and unpaid interest thereon; provided that the obligation to
deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand
or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in Section 8.1(h) or
(i). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower
under this Section 2.9. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal,
over such account. Such deposit shall not bear interest, nor shall the Administrative Agent be under any obligation whatsoever to invest
the same, provided, however, that, at the request of the Borrower, such deposit shall be invested by the Administrative Agent in direct
short-term obligations of, or short-term obligations the principal of and interest on which are unconditionally guaranteed by, the United
States of America, in each case maturing no later than the expiry date of the Letter of Credit giving rise to the relevant LC Exposure.
Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative
Agent as follows: first, to reimburse the applicable Issuing Bank for LC Disbursements for which it has not been reimbursed, second,
if there be any excess, to be held for the satisfaction of the reimbursement obligations (contingent or otherwise) of the Borrower for
the LC Exposure at such time, third, if there be any excess, to reduce the Revolving Credit Exposure of all of the Lenders in
the applicable Facility pro rata, and fourth, if there be any excess and if the maturity of the Loans has been accelerated (but
subject to the consent of Lenders with LC Exposure under a Facility representing greater than 50% of the total LC Exposure of such Facility),
to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral
hereunder as a result of the occurrence of an Event of Default, such amount and any interest thereon (to the extent not applied as aforesaid)
shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.
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(j)
Other than with respect to the 2026 Incremental Revolving Commitments, if the LC Termination
Date in respect of any Class of Revolving Commitments occurs prior to the expiry date of any Letter of Credit, then (i) if
consented to by the Issuing Bank which issued such Letter of Credit, if one or more other Classes of Revolving Commitments in respect
of which the LC Termination Date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained
shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations
therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.9(d) and (e)) under (and ratably participated
in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes up to an aggregate amount not
to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no
partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to immediately
preceding clause (i) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter
of Credit as a letter of credit under a successor credit facility have been agreed upon, the Borrower shall, on or prior to the applicable
Maturity Date, cause all such Letters of Credit to be replaced and returned to the Issuing Bank undrawn and marked “cancelled”
or to the extent that the Borrower is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall
be backstopped by a “back to back” letter of credit reasonably satisfactory to the Issuing Bank or the Borrower shall cash
collateralize any such Letter of Credit in accordance with Section 2.9(i). For the avoidance of doubt, the provisions of this Section 2.9(j) shall
not apply to or affect the 2026 Incremental Revolving Commitments.
(k)
Resignation as Issuing Bank. Notwithstanding anything to the contrary contained
herein, any Issuing Bank may, upon thirty (30) Business Days’ prior written notice to the Borrower and the Lenders, resign as an
Issuing Bank, so long as on or prior to the expiration of such 30 Business Day period with respect to such resignation, the relevant
Issuing Bank shall have identified a successor Issuing Bank reasonably acceptable to the Borrower willing to accept its appointment as
successor Issuing Bank. The Borrower shall appoint from among the Revolving Lenders willing to accept such appointment a successor Issuing
Bank hereunder and, upon such appointment, the resigning Issuing Bank’s resignation shall become effective; provided, that
if no successor shall have been so appointed by the Borrower and shall have accepted such appointment within 30 Business Days after the
date such notice of resignation was given by the applicable Issuing Bank, then such resignation shall become effective. If an Issuing
Bank resigns as an Issuing Bank, it shall retain all the rights and obligations of an Issuing Bank hereunder with respect to all Letters
of Credit outstanding as of the effective date of its resignation as an Issuing Bank and all LC Exposure with respect thereto (including
the right to require the Lenders to make ABR Loans or fund risk participations in unreimbursed LC Disbursements then due hereunder pursuant
to Section 2.9(d)).
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Section 2.10
Swingline Loans.
(a)
Subject to the terms and conditions set forth herein, the Swingline Lender agrees
to make Swingline Loans to the Borrower from time to time in Dollars until the Swingline Termination Date, in an aggregate principal
amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding
$5,000,000 or (ii) the sum of the total Revolving Credit Exposures under the Existing Revolving Facility exceeding the total Revolving
Commitments under the Existing Revolving Facility; provided that the Swingline Lender shall not be required to make a Swingline
Loan to refinance an outstanding Swingline Loan. Notwithstanding the foregoing, the Swingline Lender shall not be required to make a
Swingline Loan if (i) any Revolving Lender under the Existing Revolving Facility shall be a Defaulting Lender, or (ii) any
Revolving Lender under the Existing Revolving Facility shall have notified the Swingline Lender and the Borrower in writing at least
one Business Day prior to the date of Borrowing with respect to such Swingline Loan that the conditions set forth in Section 5.2
have not been satisfied and such conditions remain unsatisfied as of the requested time of the making of such Swingline Loan. Within
the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline
Loans.
(b)
To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request
by telephone (confirmed by telecopy), not later than 3:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such
notice shall be irrevocable and shall specify (i) the aggregate principal amount to be borrowed, (ii) the requested date
of such Borrowing, and (iii) the amount of, and the length of the Swingline Interest Period for, each Swingline Loan, provided,
however, that no such Swingline Interest Period shall end after the Business Day immediately preceding the Swingline Termination Date.
The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender
shall make each Swingline Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the
Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.9(e),
by remittance to the Issuing Bank) by 3:30 pm on the requested date of such Swingline Loan.
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(c)
The Swingline Lender may by written notice given to the Administrative Agent not
later than 11:00 a.m., New York City time, on any Business Day notify the Administrative Agent that the Swingline Lender is requesting
that each Lender under the Existing Revolving Credit Facility, and the Administrative Agent may (with the consent of Lenders under the
Existing Revolving Credit Facility holding more than 50% of the total Swingline Exposure) or shall (at the request of Lenders under the
Existing Revolving Credit Facility holding more than 50% of the total Swingline Exposure) by written notice given to the Swingline Lender
not later than 11:00 a.m., New York City time, on any Business Day require that each Lender, at the option of the Borrower, (i) make
a Revolving Loan under the Existing Revolving Facility in an amount equal to its pro rata Revolving Commitment under the Existing Revolving
Facility with respect to the outstanding principal balance of, and accrued and unpaid interest on, the Swingline Loans, or (ii) acquire
participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount
of Swingline Loans in which Lenders under the Existing Revolving Credit Facility will participate. In either such case (i) the
Administrative Agent shall notify each Lender under the Existing Revolving Credit Facility of the details thereof and of the amount of
such Lender’s Revolving Loan or participation interest, as the case may be, and (ii) each Lender under the Existing Revolving
Credit Facility shall, whether or not any Default shall have occurred and be continuing, any representation or warranty shall be accurate,
any condition to the making of any Loan hereunder shall have been fulfilled, or any other matter whatsoever, make the Revolving Loan
required to be made by it under the Existing Revolving Credit Facility, or purchase the participation required to be purchased by it,
under this paragraph by wire transfer of immediately available funds to the account of the Administrative Agent most recently designated
by it for such purpose by notice to the Lenders, (A) in the event that such Lender receives such notice prior to 12:00 noon, New
York City time, on any Business Day, by no later than 3:00 p.m., New York City time, on such Business Day, or (B) in the event
that such Lender receives such notice at or after 12:00 noon, New York City time, on any Business Day, by no later than 1:00 p.m.
New York City time on the immediately succeeding Business Day. Any Loans under the Existing Revolving Credit Facility made pursuant to
this paragraph (c) shall, for all purposes hereof, be deemed to be Revolving Loans referred to in Section 2.1 and made pursuant
to Section 2.4(a), and the Lenders’ obligations to make such Loans shall be absolute and unconditional. The Administrative
Agent will make such Loans, or the amount of such participations, as the case may be, available to the Swingline Lender by promptly crediting
or otherwise transferring the amounts so received, in like funds, to the Swingline Lender. Each Lender under the Existing Revolving Credit
Facility shall also be liable for an amount equal to the product of its pro rata Revolving Commitment under the Existing Revolving Credit
Facility and any amounts paid by the Borrower pursuant to this Section 2.10 that are subsequently rescinded or avoided, or must
otherwise be restored or returned. Such liabilities shall be absolute and unconditional and without regard to the occurrence of any Default
or the compliance by the Borrower with any of its obligations under the Loan Documents. Whenever the Administrative Agent is reimbursed
by the Borrower, for the account of the Swingline Lender, for any payment in connection with Swingline Loans and such payment relates
to an amount previously paid by a Lender pursuant to this Section, the Administrative Agent will promptly pay over such payment to such
Lender. The purchase of participations in a Swingline Loan or the making by the Lenders of a Revolving Loan pursuant to this paragraph
shall not relieve the Borrower of any default in the payment thereof.
(d)
Other than with respect to the 2026 Incremental Revolving Commitments, if the Maturity
Date shall have occurred in respect of any Class of Revolving Commitments (the “Expiring Credit Commitment”)
at a time when another Class or Classes of Revolving Commitments is or are in effect with a later Maturity Date (the “Non-Expiring
Credit Commitments”), then with respect to each outstanding Swingline Loan, if consented to by the Swingline Lender, on the
earliest occurring Maturity Date such Swingline Loan shall be deemed reallocated to the Class or Classes of the Non-Expiring Credit
Commitments on a pro rata basis; provided that (a) to the extent that the amount of such reallocation would cause the aggregate
credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after
giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.9(j))
the amount of Swingline Loans to be reallocated equal to such excess shall be repaid and (b) notwithstanding the foregoing, if
a Default has occurred and is continuing, the Borrower shall still be obligated to pay Swingline Loans allocated to the Revolving Lenders
holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated
prior to the Maturity Date of the Expiring Credit Commitment. For the avoidance of doubt, the provisions of this Section 2.10(d) shall
not apply to or affect the 2026 Incremental Revolving Commitments.
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Section 2.11
Payments Generally; Pro Rata Treatment; Sharing of Setoffs.
(a)
Each Loan Party shall make each payment required to be made by it hereunder or under any
other Loan Document (whether of principal of Loans, LC Disbursements, interest or fees, or of amounts payable under Section 3.5,
3.6, 3.7 or 10.3, or otherwise) prior to 2:00 p.m., New York City time (or, in the case of Swingline Loans, 3:00 p.m., New York City
time), on the date when due, in immediately available funds, without setoff or counterclaim. Any amounts received after such time on
any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for
purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its office at 1301 Avenue of
the Americas, New York, New York, or such other office as to which the Administrative Agent may notify the other parties hereto, except
payments to be made to the Issuing Bank or the Swingline Lender as expressly provided herein and except that payments pursuant to Sections
3.5, 3.6, 3.7 and 10.3 shall be made directly to the Persons entitled thereto and payments made pursuant to other Loan Documents shall
be made to the Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account
of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that
is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing
interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars.
(b)
If at any time insufficient funds are received by and available to the Administrative
Agent to pay fully all amounts of principal of Loans, unreimbursed LC Disbursements, interest, fees and commissions then due hereunder
(after giving effect to all applicable grace periods and/or cure periods, if any), such funds shall be applied (in each case, subject
to the terms of any Intercreditor Agreement which is then in effect) (i) first, towards payment of interest, fees and commissions
then due hereunder ratably among the parties entitled thereto in accordance with the amounts of interest, fees and commissions then due
to such parties and (ii) second, towards payment of principal of Loans and unreimbursed LC Disbursements then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of principal of Loans and unreimbursed LC Disbursements then due to
such parties.
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(c)
If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain
payment in respect of any principal of, or interest on, any of its Loans or participations in LC Disbursements or Swingline Loans resulting
in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements
and Swingline Loans and accrued interest thereon than the proportion received by any other applicable Lender, then the applicable Lender
receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements
and Swingline Loans of other applicable Lenders to the extent necessary so that the benefit of all such payments shall be shared by the
applicable Lenders ratably in accordance with the aggregate amount of principal of, and accrued interest on, their respective Loans and
participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all
or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored
to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to
any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a
Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to
any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph
shall apply). Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that
any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against 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. This Section 2.11(c) shall not apply to any action taken by CoBank with respect to any CoBank Equities
held by the Borrower. For purposes of clause (iii) of the definition of “Excluded Taxes,” a Lender that acquires a
participation pursuant to this Section 2.11(c) shall be treated as having acquired such participation on the earlier date(s) on
which such Lender acquired the applicable interest(s) in the Commitment(s) or Loan(s) (as applicable) to which such
participation relates.
(d)
Unless the Administrative Agent shall have received notice from a Loan Party prior
to the date on which any payment is due to the Administrative Agent for the account of the applicable Credit Parties hereunder that such
Loan Party will not make such payment, the Administrative Agent may assume that such Loan Party has made such payment on such date in
accordance herewith and may, in reliance upon such assumption, distribute to such Credit Parties the amount due. In such event, if such
Loan Party has not in fact made such payment, then each such Credit Party severally agrees to repay to the Administrative Agent forthwith
on demand the amount so distributed to such Credit Party with interest thereon, for each day from and including the date such amount
is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective
Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.
(e)
If any Credit Party shall fail to make any payment required to be made by it pursuant to Section 2.4(b) or
2.9(e), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter
received by the Administrative Agent for the account of such Credit Party to satisfy such Credit Party’s obligations under such
Sections until all such unsatisfied obligations are fully paid.
Section 2.12
Defaulting Lenders.
Notwithstanding any provision
of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as
such Lender is a Defaulting Lender:
(a)
fees shall cease to accrue on the unfunded portion of any Revolving Commitment of such Defaulting
Lender pursuant to Section 3.3(a);
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(b)
the Commitments and Total Credit Exposure of such Defaulting Lender shall not be included
in determining whether all Lenders, the Required Lenders, the Majority Facility Lenders, Required Revolving Lenders, or any other group
of Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 10.2);
provided that (i) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which
affects such Defaulting Lender differently than other affected Lenders shall require the consent of such Defaulting Lender, and (ii) any
waiver, amendment or modification that would extend or increase the Commitments of such Lender or postpone the final maturity date of
any payment of principal owed to such Lender, reduce the principal amount of any Loan owed to such Lender or any reimbursement obligation
with respect to an LC Disbursement owed to such Lender, or reduce the rate of any interest thereon owed to such Lender (other than any
waiver of default interest payable pursuant to Section 3.1(b)), shall require the consent of such Defaulting Lender;
(c)
if any Swingline Exposure or LC Exposure exists at the time a Revolving Lender becomes
a Defaulting Lender then:
(i)
all of such Swingline Exposure and LC Exposure shall be reallocated
among the non-Defaulting Lenders of the applicable Class of Revolving Commitments in accordance with their respective Applicable
Percentages of such Class to the extent immediately after giving effect thereto, the sum of all non-Defaulting Lenders’ Revolving
Credit Exposure would not exceed the total of all non-Defaulting Lenders’ Revolving Commitments (for the avoidance of doubt, no
Lender’s Revolving Commitment shall be changed as a result of such reallocation);
(ii)
if the reallocation described in clause (i) above cannot, or can only
partially, be effected, within one Business Day following notice by the Administrative Agent, the Borrower shall, after giving effect
to any partial reallocation pursuant to clause (i) above, (A) first, prepay such Swingline Exposure and (B) second,
cash collateralize such Defaulting Lender’s LC Exposure in accordance with the procedures set forth in Section 2.9(i) for
so long as such LC Exposure is outstanding;
(iii)
to the extent the Borrower cash collateralizes any portion of such
Defaulting Lender’s LC Exposure pursuant to this Section 2.12(c), the Borrower shall not be required to pay any fees for
the account of such Defaulting Lender pursuant to Section 3.3(b) with respect to such Defaulting Lender’s LC Exposure
during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(iv)
if the LC Exposure of such non-Defaulting Lender is reallocated
pursuant to this Section 2.12(c), then the fees payable to the Lenders pursuant to Section 3.3(b) shall be adjusted
in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(v)
the Administrative Agent shall promptly notify the Lenders
of any reallocation described in this Section 2.12(c);
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(d)
so long as any Revolving Lender is a Defaulting Lender, the Swingline Lender shall
not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend, extend or increase any Letter
of Credit, unless it is satisfied that the related exposure will be 100% covered by the Revolving Commitments of the non-Defaulting Lenders
and/or cash collateral will be provided by the Borrower in accordance with Section 2.12(c), and participating interests in any
such newly issued or increased Letter of Credit or newly made Swingline Loan shall be allocated among non-Defaulting Lenders in a manner
consistent with Section 2.12(c)(i) (and Defaulting Lenders shall not participate therein); and
(e)
any amount payable to such Defaulting Lender hereunder (whether on account of principal,
interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.11(c) but
excluding Section 3.9) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent in
a segregated account and, subject to any applicable requirements of law, be applied at such time or times as may be reasonably determined
by the Administrative Agent (i) first, to the payment of any amounts then owing by such Defaulting Lender to the Administrative
Agent hereunder, (ii) second, pro rata, to the payment of any amounts then owing by such Defaulting Lender to the Issuing
Bank or Swingline Lender hereunder, (iii) third, to the extent requested by the Issuing Bank or Swingline Lender, held in
such account as cash collateral for future funding obligations of the Defaulting Lender in respect of any existing or future participating
interest in any Swingline Loan or Letter of Credit, (iv) fourth, to the funding of any Loan in respect of which such Defaulting
Lender has failed to fund its portion thereof as required by this Agreement, (v) fifth, if so determined by the Administrative
Agent and the Borrower, held in such account as cash collateral for future funding obligations of the Defaulting Lender in respect of
any Loans under this Agreement, (vi) sixth, to the payment of any amounts owing to the Lenders or the Issuing Bank or Swingline
Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Issuing Bank or Swingline Lender
against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, (vii) seventh,
to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the
Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement,
and (viii) eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that
if such payment is (x) a prepayment of the principal amount of any Loans or reimbursement obligations in respect of LC Disbursements
in respect of which a Defaulting Lender has funded its participation obligations and (y) made at a time when the conditions set
forth in Section 5.2 are satisfied, such payment shall be applied solely to prepay the Loans of, and reimbursement obligations
owed to, all non-Defaulting Lenders pro rata prior to being applied to the prepayment of any Loans, or reimbursement obligations owed
to, any Defaulting Lender.
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Section 2.13
Incremental Facilities.
(a)
Incremental Loan Request. At any time and from time to time, subject
to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (an “Incremental Loan
Request”), request (A) one or more new commitments which may be of the same Class as any outstanding Term Loans
(a “Term Loan Increase”) or a new Class of term loans (collectively with any Term Loan Increase, the “Incremental
Term Commitments”) and/or (B) one or more increases in the amount of the Revolving Commitments of any Class (a
“Revolving Commitment Increase”) or the establishment of one or more new revolving credit commitments (each an “Incremental
Revolving Facility”; and, collectively with any Revolving Commitment Increases, the “Incremental Revolving Commitments”
and any Incremental Revolving Commitments, collectively with any Incremental Term Commitments, the “Incremental Commitments”).
Each Incremental Loan Request from the Borrower pursuant to this Section 2.13 shall set forth the requested amount and proposed
terms of the relevant Incremental Term Commitments or Incremental Revolving Commitments.
(b)
Incremental Loans. Any Incremental Term Loans or Incremental Revolving Commitments
effected through the establishment of one or more new term loans or new revolving credit commitments, as applicable, made on an Incremental
Facility Closing Date (other than a Loan Increase) shall be designated a separate Class of Incremental Term Loans or Incremental
Revolving Commitments, as applicable, for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental
Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms
and conditions in this Section 2.13, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower
(an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each
Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and
the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental
Revolving Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including
through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.13, (i) each
Incremental Revolving Lender of such Class shall make its Commitment available to the Borrower (when borrowed, an “Incremental
Revolving Loan” and collectively with any Incremental Term Loan, an “Incremental Loan”) in an amount equal
to its Incremental Revolving Commitment of such Class and (ii) each Incremental Revolving Lender of such Class shall
become a Lender hereunder with respect to the Incremental Revolving Commitment of such Class and the Incremental Revolving Loans
of such Class made pursuant thereto.
(c)
Incremental Lenders. Incremental Term Loans may be made, and Incremental Revolving
Commitments may be provided, by any existing Lender (but no existing Lender will have an obligation to make any Incremental Commitment
(or Incremental Loan), nor will the Borrower have any obligation to approach any existing Lenders to provide any Incremental Commitment
(or Incremental Loan)) or by any Additional Incremental Lender (each such existing Lender or Additional Incremental Lender providing
such Loan or Commitment, an “Incremental Term Lender” or “Incremental Revolving Lender,” as applicable,
and, collectively, the “Incremental Lenders”).
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(d)
Effectiveness of Incremental Amendment. The effectiveness of any Incremental
Amendment and the availability of any initial credit extensions thereunder shall be subject to the satisfaction on the date thereof (the
“Incremental Facility Closing Date”) of each of the following conditions:
(i)
no Event of Default has occurred and is continuing or would exist immediately
after giving effect to such Incremental Commitments; provided that if the proceeds of such Incremental Commitments are used to
finance an Acquisition permitted by Section 7.5 or an Investment permitted by Section 7.4, to the extent agreed to by the
Incremental Lenders providing the applicable Incremental Commitments, the requirement pursuant to this clause (i) shall be that
no Event of Default under Section 8.1(a), (b), (h), or (i) has occurred and is continuing or shall exist immediately after
giving effect to such Incremental Commitments;
(ii)
the representations and warranties of the Loan Parties and the Liberty Subsidiaries
set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of such Incremental Amendment
(except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties
shall be true and correct in all material respects as of such earlier date and that any representation and warranty that is qualified
as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects without further qualification);
provided that customary “Sungard” or “certain funds” conditionality shall, to the extent agreed by the
Incremental Lenders providing such Incremental Commitments, apply to any Incremental Amendment entered into in order to finance Acquisitions
permitted by Section 7.5 or Investments permitted by Section 7.4; and
(iii)
the aggregate principal amount of Incremental Loans and Incremental Commitments
shall not, together with the aggregate principal amount of Permitted Incremental Equivalent Debt, exceed the sum of:
(A)
(1) the greater of (i) $400,000,000 and (ii) 100%
of Trailing Adjusted Operating Cash Flow, plus (2) the aggregate amount of voluntary prepayments, redemptions, repurchases
and buybacks (including open market purchases at or below par, Auction Prepayments and payments utilizing Section 10.2(c) or
any other analogous “yank-a-bank” provision (in the case of Auction Prepayments below par, equal to the discounted amount
actually paid in respect of the principal amount of such Indebtedness)) by the Borrower or any of its Subsidiaries of (x) the Term
Loans (including Incremental Term Loans), Revolving Loans and Incremental Revolving Loans, or Permitted Incremental Equivalent Debt,
in each case, secured on a basis that is equal in priority to the Liens securing the First Lien Obligations under this Agreement and
(y) any other Term Loans (including Incremental Term Loans), Revolving Loans and Incremental Revolving Loans, or Permitted Incremental
Equivalent Debt originally incurred under this clause (A), in each case of this clause (2), to the extent not funded with the proceeds
of long-term Indebtedness (other than Revolving Loans or loans under any other revolving facility) or a Specified Equity Contribution
resulting from the application of Section 8.2; provided that if such prepaid Indebtedness consists of revolving Indebtedness
such prepayment shall be accompanied by a corresponding permanent reduction in the commitments in respect of such revolving Indebtedness
(this clause (A), the “Fixed Dollar Incremental Amount”), plus
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(B)
an unlimited amount, so long as in the case of this clause (B) only
(this clause (B), the “Incurrence-Based Incremental Amount”), (x) in the case of Incremental Loans or Incremental
Commitments secured by a Lien on any of the Collateral on an equal priority basis or senior priority basis with the Liens securing the
First Lien Obligations or secured by assets of the Borrower and the Subsidiaries that are not Collateral, the First Lien Leverage Ratio,
calculated on a Pro Forma Basis, does not exceed 4.00 to 1.00, (y) in the case of Incremental Loans or Incremental Commitments
secured by a Lien on any of the Collateral on a basis that is junior in priority to the Liens on the Collateral securing the First Lien
Obligations under this Agreement, the Secured Leverage Ratio, calculated on a Pro Forma Basis, does not exceed 4.50 to 1.00 and (z) in
the case of Incremental Loans or Incremental Commitments that are unsecured, the Total Leverage Ratio, calculated on a Pro Forma Basis,
does not exceed 6.50 to 1.00;
provided
that any calculation of the First Lien Leverage Ratio, the Secured Leverage Ratio or the Total Leverage Ratio shall be calculated in
accordance with Section 1.6 (assuming in the case of any Incremental Revolving Commitments, a full drawing of such Revolving Commitments)
and including a pro forma application of the net proceeds therefrom, as if the additional Indebtedness incurred pursuant to clause (B) had
been incurred and the application of the proceeds therefrom has occurred at the beginning of the applicable period, but without netting
the cash proceeds from such additional Indebtedness; provided, however, that if amounts incurred under clause (B) are
incurred concurrently with, or in a single transaction or series of related transactions with, the incurrence of Incremental Loans, Incremental
Commitments or Permitted Incremental Equivalent Debt (in each case, including any unused commitments obtained) in reliance on clause
(A) above, the First Lien Leverage Ratio, the Secured Leverage Ratio, or the Total Leverage Ratio, as the case may be, shall be
calculated without giving effect to such amounts incurred (or commitments obtained) in reliance on the foregoing clause (A); provided
further, for the avoidance of doubt, to the extent the proceeds of any Incremental Loans are being utilized to repay Indebtedness
(including any repayment, repurchase or refinancing of Indebtedness for which an irrevocable notice of repayment (or similar notice of
repayment) has been delivered), such calculations shall give Pro Forma Effect to such repayments (the amount available under clauses
(A) and (B), the “Available Incremental Amount”). The Borrower may elect to use clause (B) of the Available
Incremental Amount regardless of whether the Borrower has capacity under clause (A) of the Available Incremental Amount. Further,
the Borrower may elect to use clause (B) of the Available Incremental Amount prior to using clause (A) of the Available Incremental
Amount, and if both clause (B) and clause (A) of the Available Incremental Amount are available and the Borrower does not
make an election, then the Borrower will be deemed to have elected to use clause (B) of the Available Incremental Amount. The Borrower
may elect by written notice to the Administrative Agent to reclassify any portion of any Incremental Commitments or Incremental Loans
initially incurred in reliance on clause (A) of the Available Incremental Amount as incurred under clause (B) of the Available
Incremental Amount if the Borrower meets the applicable leverage ratio under clause (B) of the Available Incremental Amount at
such time on a Pro Forma Basis.
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(e)
Required Terms. The terms, provisions and documentation of the Incremental
Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may
be, of any Class and any Loan Increase shall be as agreed between the Borrower and the applicable Incremental Lenders providing
such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to the Term A Loans or the Existing
Revolving Facility, as applicable, existing on the Incremental Facility Closing Date, shall be on then “market” terms for
such Incremental Term Commitments or the Incremental Revolving Loans, as applicable (as determined by the Borrower in good faith); provided,
that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term Loan
Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being
understood that, if required to consummate such Loan Increase transaction, the interest rate margins and rate floors may be increased,
any call protection provision may be made more favorable to the applicable existing Lenders and additional upfront or similar fees may
be payable to the lenders providing the Loan Increase) to the applicable Term Loans or Revolving Commitments being increased, in each
case, as existing on the Incremental Facility Closing Date. In any event:
(i)
the Incremental Term Loans:
(A)
shall rank equal in priority in right of payment with the First Lien
Obligations under this Agreement, (v) shall either rank equal or junior in priority in right of security to the First Lien Obligations
under this Agreement or be unsecured, in each case as applicable pursuant to clause (d)(iii) above, (w) if secured by Liens
that rank junior in priority in right of security to the Liens that secure the First Lien Obligations under this Agreement or unsecured,
such Incremental Term Loans shall be established as a separate Class, (x) if secured by Liens that rank junior in priority in right
of security to the Liens that secure the First Lien Obligations under this Agreement, such Incremental Term Loans shall be subject to
an Intercreditor Agreement, (y) shall not be secured by a Lien on any assets not constituting Collateral and (z) shall not
have any obligors other than the Loan Parties,
(B)
shall not mature earlier than the Term A Maturity Date;
(C)
shall have a Weighted Average Life to Maturity not shorter than the
remaining Weighted Average Life to Maturity of the Term A Loans on the date of incurrence of such Incremental Term Loans,
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(D)
subject to clause (i)(C) above and clause (ii) below, respectively,
shall have amortization and an Applicable Margin determined by the Borrower and the applicable Incremental Term Lenders,
(E)
may participate (x) with respect to any voluntary prepayments,
on a pro rata basis, less than a pro rata basis or greater than a pro rata basis with the Term A Loans hereunder and any other then-existing
Class of Term Loans and (y) with respect to any mandatory prepayments, on a pro rata basis or less than a pro rata basis
(but not a greater than pro rata basis) with the Term A Loans hereunder and any other then-existing Class of Term Loans (or if
such Incremental Term Loans are subordinated in right of security to the First Lien Obligations under this Agreement, on a junior basis
to), and
(F)
shall be denominated in Dollars; provided that clauses (B) and
(C) above shall not apply to Incremental Term Loans incurred in the form of a bridge or other facility intended to be refinanced
with long term indebtedness so long as, subject only to customary conditions the failure of which to be satisfied would otherwise result
in an Event of Default, it would either be automatically converted into or required to be exchanged for permanent financing;
(ii)
the Incremental Revolving Commitments and Incremental Revolving Loans:
(A)
shall rank equal in priority in right of payment with the First Lien Obligations
under this Agreement and (x) shall either rank equal or junior in priority of right of security with the First Lien Obligations
under this Agreement or be unsecured, in each case as applicable pursuant to clause (d)(iii) above, and, if applicable, shall be
subject to an Intercreditor Agreement, (y) shall not be secured by a Lien on any assets not constituting Collateral and (z) shall
not have any obligors other than the Loan Parties,
(B)
shall not mature earlier than the Existing Revolving Facility
Maturity Date or the 2026 Incremental Revolving Facility Maturity Date, and shall not be subject to amortization or any mandatory commitment
reductions,
(C)
shall provide that the borrowing and repayment (except for (1) payments
of interest and fees at different rates on Incremental Revolving Commitments (and related outstanding Incremental Revolving Loans), (2) repayments
required upon the Maturity Date of any Revolving Commitments, (3) repayments made in connection with any refinancing of Revolving
Commitments and (4) repayment made in connection with a permanent repayment and termination of Commitments (subject to clause (E) below))
of Revolving Loans with respect to Incremental Revolving Commitments after the associated Incremental Facility Closing Date shall be
made on a pro rata basis with all other outstanding Revolving Commitments existing on such Incremental Facility Closing Date,
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(D)
subject to the provisions of Sections 2.9(j) and 2.10(d) in
connection with Letters of Credit and Swingline Loans, respectively, which mature or expire after a Maturity Date at any time Incremental
Revolving Commitments with a later Maturity Date are outstanding, shall provide that (x) all Swingline Loans and Letters of Credit
denominated in Dollars shall be participated on a pro rata basis by each Lender with a Revolving Commitment in accordance with its percentage
of the Revolving Commitments existing on the Incremental Facility Closing Date (and except as provided in Sections 2.9(j) and 2.10(d)),
without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit and Swingline Loans theretofore
issued or incurred,
(E)
shall provide that the permanent repayment of Revolving Loans with respect
to, and termination of, Incremental Revolving Commitments after the associated Incremental Facility Closing Date may be made on
a pro rata basis or less than a pro rata basis (but not a greater than pro rata basis) with all other Revolving Commitments existing
on such Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate Commitments
in respect of any such Class of Revolving Loans on a greater than pro rata basis as compared to any other Class of Revolving
Loans with a later Maturity Date than such Class or in connection with any refinancing thereof,
(F)
shall provide that assignments and participations of Incremental Revolving
Commitments and Incremental Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving
Commitments and Revolving Loans existing on the Incremental Facility Closing Date,
(G)
shall provide that any Incremental Revolving
Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable
Revolving Commitments prior to the Incremental Facility Closing Date; provided at no time shall there be Revolving Commitments hereunder
(including Incremental Revolving Commitments and any original Revolving Commitments) which have more than three different Maturity Dates
unless otherwise agreed to by the Administrative Agent,
(H)
shall have an Applicable Margin determined by the Borrower and
the applicable Incremental Revolving Lenders, and
(I)
shall be denominated in Dollars;
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(iii)
the amortization schedule applicable to any Incremental Term Loans and the Effective Yield applicable
to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Term Lenders and
shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Incremental Term
Loans made within six months following the Amendment Effective Date in the form of broadly syndicated term loans that are secured by
Liens on a basis that is equal in priority to the Liens securing the First Lien Obligations under this Agreement, the Effective Yield
applicable to such Incremental Term Loans shall not be greater than the applicable Effective Yield payable pursuant to the terms of this
Agreement as amended through the date of such calculation with respect to Term A Loans plus 50 basis points per annum unless the
Applicable Margin with respect to the Term A Loans is increased so as to cause the then applicable Effective Yield under this Agreement
on the Term A Loans to be equal to the Effective Yield then applicable to the Incremental Term Loans minus 50 basis points per
annum. Notwithstanding anything to the contrary herein contained, no amendment, modification or waiver of any provision of this Agreement
which would reduce the amount of any payment required as a result of the operation of this clause (iii) with respect to the Term
A Loans shall be permitted without the written consent of Majority Facility Lenders with respect to the Term A Loan Commitments and the
Term A Loans, and this clause (iii) may be amended, modified or waived without the consent of any Lenders other than Majority Facility
Lenders with respect to the Term A Loan Commitments and the Term A Loans; provided, further, that with respect to any Incremental
Term Loans made within six months following the Amendment No. 1 Funding Date in the form of broadly syndicated term loans that
are secured by Liens on a basis that is equal in priority to the Liens securing the First Lien Obligations under this Agreement, the
Effective Yield applicable to such Incremental Term Loans shall not be greater than the applicable Effective Yield payable pursuant to
the terms of this Agreement as amended through the date of such calculation with respect to 2026 Incremental Term A-1 Loans plus
50 basis points per annum unless the Applicable Margin with respect to the 2026 Incremental Term A-1 Loans is increased so as to cause
the then applicable Effective Yield under this Agreement on the 2026 Incremental Term A-1 Loans to be equal to the Effective Yield then
applicable to the Incremental Term Loans minus 50 basis points per annum. Notwithstanding anything to the contrary herein contained,
no amendment, modification or waiver of any provision of this Agreement which would reduce the amount of any payment required as a result
of the operation of this clause (iii) with respect to the 2026 Incremental Term A-1 Loans shall be permitted without the written
consent of Majority Facility Lenders with respect to the 2026 Incremental Term A-1 Loan Commitments and the 2026 Incremental Term A-1
Loans, and this clause (iii) may be amended, modified or waived without the consent of any Lenders other than Majority Facility
Lenders with respect to the 2026 Incremental Term A-1 Loan Commitments and the 2026 Incremental Term A-1 Loans; provided, further,
that with respect to any Incremental Term Loans made within six months following the Amendment No. 1 Effective Date in the form
of broadly syndicated term loans that are secured by Liens on a basis that is equal in priority to the Liens securing the First Lien
Obligations under this Agreement, the Effective Yield applicable to such Incremental Term Loans shall not be greater than the applicable
Effective Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to 2026
Incremental Term A-2 Loans plus 50 basis points per annum unless the Applicable Margin with respect to the 2026 Incremental Term
A-2 Loans is increased so as to cause the then applicable Effective Yield under this Agreement on the 2026 Incremental Term A-2 Loans
to be equal to the Effective Yield then applicable to the Incremental Term Loans minus 50 basis points per annum;
provided, further, that with respect to any Incremental Term Loans made within six months following the Amendment No. 3 Effective
Date in the form of broadly syndicated term loans that are secured by Liens on a basis that is equal in priority to the Liens securing
the First Lien Obligations under this Agreement, the Effective Yield applicable to such Incremental Term Loans shall not be greater than
the applicable Effective Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect
to 2026 Incremental Term A-3 Loans plus 50 basis points per annum unless the Applicable Margin with respect to the 2026 Incremental Term
A-3 Loans is increased so as to cause the then applicable Effective Yield under this Agreement on the 2026 Incremental Term A-3 Loans
to be equal to the Effective Yield then applicable to the Incremental Term Loans minus 50 basis points per annum. Notwithstanding
anything to the contrary herein contained, (A) no amendment,
modification or waiver of any provision of this Agreement which would reduce the amount of any payment required as a result of the operation
of this clause (iii) with respect to (x) the Incremental
Term A-2 Loans shall be permitted without the written consent of Majority Facility Lenders with respect to the 2026 Incremental Term
A-2 Loan Commitments and the 2026 Incremental Term A-2 Loans, and and
(y) the Incremental Term A-3 Loans shall be permitted without the written consent of Majority Facility Lenders with respect to
the 2026 Incremental Term A-3 Loan Commitments and the 2026 Incremental Term A-3 Loans, and (B) this clause (iii) may
be amended, modified or waived without the consent of any Lenders other than Majority Facility Lenders (x) with
respect to the 2026 Incremental Term A-2 Loan Commitments and the 2026 Incremental Term A-2 Loans and
(y) with respect to the 2026 Incremental Term A-3 Loan Commitments and the 2026 Incremental Term A-3 Loans; and
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(iv)
Incremental Commitments may be obtained in a minimum amount of $25,000,000 and in integral multiples
of $1,000,000 in excess thereof.
(f)
Incremental Amendment. Commitments in respect of Incremental Term Loans and
Incremental Revolving Commitments shall become Commitments (or in the case of an Incremental Revolving Commitment to be provided by an
existing Revolving Lender, an increase in such Lender’s applicable Revolving Commitment), under this Agreement pursuant to an amendment
(which in the case of a Revolving Commitment Increase may take the form of a Revolving Increase Supplement) (an “Incremental
Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Incremental Lender
providing such Incremental Commitments and the Administrative Agent. The Incremental Amendment may, without the consent of any other
Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate,
in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.13. In connection
with any Incremental Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, deliver (i) customary
legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Amendment Effective Date other
than changes to such legal opinions resulting from a change in law, change in fact or change to counsels’ forms of opinions reasonably
satisfactory to the Administrative Agent, and (ii) reaffirmation agreements and/or such amendments to the Security Documents as
may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Loans are provided with the benefit
of the applicable Loan Documents. The Borrower will use the proceeds (if any) of the Incremental Loans for any purpose not prohibited
by this Agreement. No Lender shall be obligated to provide any Incremental Commitments or Incremental Loans unless it so agrees.
(g)
Reallocation of Revolving Loans. Upon any Incremental Facility Closing Date on which
Incremental Revolving Commitments are effected through an increase in the Revolving Commitments with respect to any existing Class of
Revolving Commitments pursuant to this Section 2.13, (i) each of the Revolving Lenders holding Commitments of such Class shall
assign to each of the Incremental Revolving Lenders, and each of the Incremental Revolving Lenders shall purchase from each of the Revolving
Lenders, at the principal amount thereof, such interests in the Revolving Loans outstanding on such Incremental Facility Closing Date
as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by
existing Revolving Lenders and Incremental Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect
to the addition of such Incremental Revolving Commitments to the Revolving Commitments, (ii) each Incremental Revolving Commitment
shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving
Loan and (iii) each Incremental Revolving Lender shall become a Lender with respect to the Incremental Revolving Commitments and
all matters relating thereto. The Administrative Agent and the Lenders hereby agree that the minimum borrowing and prepayment requirements
in Section 2.2(c) and 2.7(f) of this Agreement shall not apply to the transactions effected pursuant to the immediately
preceding sentence.
(h)
This Section 2.13 shall supersede any provisions in Section 2.11 or 10.2
to the contrary. For the avoidance of doubt, except as expressly provided in this Section 2.13, any of the provisions of this Section 2.13
may be amended with the consent of the Required Lenders.
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Section 2.14
Refinancing Amendments.
(a)
At any time after the Amendment Effective Date, the Borrower may obtain Credit Agreement
Refinancing Debt from any Additional Refinancing Lender, in each case pursuant to a Refinancing Amendment.
(b)
The effectiveness of any Refinancing Amendment shall be subject to the
satisfaction on the date thereof of each of the conditions set forth in Section 5.2 and, to the extent reasonably requested by
the Administrative Agent, to receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’
certificates consistent with those delivered on the Amendment Effective Date other than changes to such legal opinions resulting from
a change in law, change in fact or change to counsels’ forms of opinions reasonably satisfactory to the Administrative Agent, and
(ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative
Agent in order to ensure that such Credit Agreement Refinancing Debt is provided with the benefit of the applicable Loan Documents.
(c)
Each issuance of Credit Agreement Refinancing Debt shall be in an aggregate principal amount that
is (x) not less than $25,000,000, and (y) an integral multiple of $1,000,000 in excess thereof.
(d)
Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents
may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent)
necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Debt incurred pursuant thereto, and (ii) effect
such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of
the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14, and the Required Lenders hereby expressly
authorize the Administrative Agent to enter into any such Refinancing Amendment. Unless the Swingline Lender enters into the Refinancing
Amendment for a Refinancing Revolving Commitment, the Swingline Termination Date will not be extended to reflect the Refinancing Revolving
Commitments in such Facility, the Revolving Lenders with such Refinancing Revolving Commitments shall not participate in Swingline Loans,
and the use of the terms “Revolving Commitments” and “Revolving Loans” in connection with the provisions of this
Agreement governing Swingline Loans shall be deemed to exclude such Refinancing Revolving Commitments and Refinancing Revolving Loans.
Unless the Issuing Bank enters into the Refinancing Amendment for a Refinancing Revolving Commitment, the LC Termination Date will not
be extended to reflect the Refinancing Revolving Commitments in such Facility, the Revolving Lenders with such Refinancing Revolving
Commitments shall not participate in Letters of Credit, and the use of the terms “Revolving Commitments” and “Revolving
Loans” in connection with the provisions of this Agreement governing Letters of Credit shall be deemed to exclude such Refinancing
Revolving Commitments and Refinancing Revolving Loans.
This Section 2.14 shall
supersede any provisions in Section 2.11 or 10.2 to the contrary. For the avoidance of doubt, any of the provisions of this Section 2.14
may be amended with the consent of the Required Lenders.
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Section 2.15
Extensions of Term Loans and Revolving Commitments.
(a)
Notwithstanding anything to the contrary in this Agreement, pursuant to one or more
offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of Term Loans with a like
Maturity Date or Revolving Commitments with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding
principal amount of the respective Term Loans or Revolving Commitments with the same Maturity Date, as the case may be) and on the same
terms to each such Lender, the Borrower may from time to time offer to extend the maturity date of any Term Loans and/or Revolving Commitments
and otherwise modify the terms of such Term Loans and/or such Revolving Commitments pursuant to the terms of the relevant Extension Offer
(including, without limitation, by changing the interest rate or fees payable in respect of such Term Loans and/or such Revolving Commitments
(and related outstandings) and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”,
and each group of Term Loans or Revolving Commitments, as applicable, in each case as so extended, as well as the original Term Loans
and the original Revolving Commitments (in each case not so extended), being a separate Class; any Extended Term Loans shall constitute
a separate Class of Term Loans from the Class of Term Loans from which they were converted, and any Extended Revolving Commitments
shall constitute a separate Class of Revolving Commitments from the Class of Revolving Commitments from which they were converted),
so long as the following terms are satisfied: (i) no Default shall have occurred and be continuing at the time an Extension Offer
is delivered to the Lenders, (ii) except as to pricing (including interest rate margins, rate floors, fees, premiums and funding
discounts) and final maturity, the Revolving Commitment of any Revolving Lender (an “Extending Revolving Lender”)
extended pursuant to an Extension (an “Extended Revolving Commitment”), and the related outstandings, shall be a Revolving
Commitment (or related outstandings, as the case may be) with the same terms (unless otherwise agreed by the Revolving Lenders and the
Extending Revolving Lenders) as the applicable original Revolving Commitments (and related outstandings); provided that at no
time shall there be Revolving Commitments hereunder (including Extended Revolving Commitments and any original Revolving Commitments)
which have more than three different Maturity Dates, (iii) except as to pricing (including interest rate margin, rate floors, fees,
premiums and funding discounts), amortization, final maturity date, required prepayment dates and participation in prepayments (which
shall, subject to immediately succeeding clauses (iv), (v) and (vi), be determined by the Borrower and set forth in the relevant
Extension Offer), the Term Loans of any Term Lender (an “Extending Term Lender”) extended pursuant to any Extension
(“Extended Term Loans”) shall be not materially more favorable, taken as a whole, including with respect to covenants
and events of default, to the Extending Term Lender, in the good faith determination of the Borrower and the Administrative Agent, as
the Class of Term Loans subject to such Extension Offer (except for covenants or other provisions applicable only to periods after
the Latest Maturity Date immediately prior to the time of such extension), (iv) the final maturity date of any Extended Term Loans
shall be no earlier than the Existing Revolving Facility Maturity Date or the 2026 Incremental Revolving Facility Maturity Date, (v) the
Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity
of the Term Loans extended thereby, (vi) any Extended Term Loans and Extended Revolving Loans may participate on a pro rata basis
or a less than pro rata basis (but not greater than a pro rata basis) in any mandatory repayments or prepayments hereunder, in each case
as specified in the respective Extension Offer, (vii) if the aggregate principal amount of applicable Term Loans (calculated on
the face amount thereof) or applicable Revolving Commitments, as the case may be, in respect of which applicable Term Lenders or applicable
Revolving Lenders, as the case may be, shall have accepted the relevant Extension Offer (as hereinafter provided) shall exceed the maximum
aggregate principal amount of applicable Term Loans or applicable Revolving Commitments, as the case may be, offered to be extended by
the Borrower pursuant to such Extension Offer, then the applicable Term Loans or applicable Revolving Loans, as the case may be, of the
applicable Term Lenders or applicable Revolving Lenders, as the case may be, shall be extended ratably up to such maximum amount based
on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders or such Revolving
Lenders, as the case may be, have accepted such Extension Offer (as hereinafter provided), (viii) any Extended Term Loans and Extended
Revolving Loans may be secured by the Collateral securing the Loans being extended thereby and with the same priority as the Loans being
extended thereby, (ix) all documentation in respect of such Extension shall be consistent with the foregoing, and (x) any
applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. Following any such Extension Offer, the Administrative
Agent shall notify the applicable Lenders thereof, each of whom shall, in its sole discretion, determine whether or not to accept such
Extension Offer.
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(b)
With respect to all Extensions accepted by the relevant Lenders and consummated by the Borrower
pursuant to this Section 2.15, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for
purposes of Section 2.6 or 2.7, and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment;
provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to
consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s
sole discretion and which may be waived by the Borrower) of Term Loans or Revolving Commitments (as applicable) of any or all applicable
Classes be tendered. The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated
by this Section 2.15 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended
Term Loans and/or Extended Revolving Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive
the requirements of any provision of this Agreement (including, without limitation, Sections 2.6, 2.7 and 2.11) or any other Loan Document
that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.15.
(c)
The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments
to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new Classes or sub-Classes
in respect of Revolving Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the
reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new Classes or sub-Classes,
in each case on terms consistent with this Section 2.15. Notwithstanding the foregoing, the Administrative Agent shall have the
right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this
Section 2.15(c) and, if the Administrative Agent seeks such advice or concurrence, it shall be permitted to enter into such
amendments with the Borrower in accordance with any instructions actually received by the Administrative Agent from Required Lenders
and shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have received such
advice or concurrence; provided, however, that whether or not there has been a request by the Administrative Agent for
any such advice or concurrence, all such amendments entered into with the Borrower by the Administrative Agent hereunder shall be binding
and conclusive on the Lenders. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at
their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then
Latest Maturity Date so that such maturity date is extended to the then Latest Maturity Date (or such later date as may be advised by
local counsel to the Administrative Agent).
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(d)
In connection with any Extension, the Borrower shall provide the Administrative Agent
at least fifteen (15) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice
thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case
acting reasonably to accomplish the purposes of this Section 2.15.
(e)
Notwithstanding the foregoing provisions of this Section 2.15 and, for the
avoidance of doubt, no Lender shall have such Lender’s Commitment or Loans extended without the written consent of such Lender.
Unless the Swingline Lender enters into the Extension Amendment for an Extended Revolving Commitment, the Swingline Termination Date
will not be extended to reflect the Extended Revolving Commitments in such Facility, the Extending Revolving Lenders with such Extended
Revolving Commitments shall not participate in Swingline Loans, and the use of the terms “Revolving Commitments” and “Revolving
Loans” in connection with the provisions of this Agreement governing Swingline Loans shall be deemed to exclude such Extended Revolving
Commitments and Extended Revolving Loans. Unless the Issuing Bank enters into the Extension Amendment for an Extended Revolving Commitment,
the LC Termination Date will not be extended to reflect the Extended Revolving Commitments in such Facility, the Extending Revolving
Lenders with such Extended Revolving Commitments shall not participate in Letters of Credit, and the use of the terms “Revolving
Commitments” and “Revolving Loans” in connection with the provisions of this Agreement governing Letters of Credit
shall be deemed to exclude such Extended Revolving Commitments and Extended Revolving Loans.
(f)
This Section 2.15 shall supersede any provisions in Section 2.11 or 10.2
to the contrary. For the avoidance of doubt, any of the provisions of this Section 2.15 may be amended with the consent of the
Required Lenders.
Section 2.16
MIRE Events.
Notwithstanding anything to
the contrary contained herein, the Borrower and each Subsidiary Guarantor acknowledges and agrees that, if there is any Real Property
subject to a Mortgage, any increase, extension or renewal of any of the Commitments or Loans (including the provision of Incremental
Term Loans or any other incremental credit facilities hereunder, but excluding (i) any continuation or conversion of borrowings,
(ii) the making of any Revolving Loans or Swingline Loans or (iii) the issuance or extension of Letters of Credit) shall
be subject to (and conditioned upon): (1) the prior delivery of all flood hazard determination certifications (to the extent that
existing certifications may not be relied upon), acknowledgements and evidence of flood insurance and other flood-related documentation
with respect to such Real Property as required by Flood Insurance Laws and as otherwise reasonably required by the Administrative Agent
(collectively, the “Flood Insurance Information”), which Flood Insurance Information shall be delivered by the Administrative
Agent to each Lender within five (5) Business Days after the Administrative Agent’s receipt thereof, (2) the Administrative
Agent shall have made available to each Lender all Flood Insurance Information no less than ten (10) Business Days prior to the
effectiveness of such increase or extension, as the case may be, and (3) the Administrative Agent shall not have received written
notice from any Lender within five (5) Business Days thereafter that such Lender has not been delivered sufficient information
to have completed its flood insurance due diligence and flood insurance compliance with respect thereto.
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ARTICLE 3
INTEREST, FEES, YIELD PROTECTION, ETC.
Section 3.1
Interest.
(a)
The Existing Revolving Loans and 2026 Incremental Revolving Loans comprising each
ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin. The Existing Revolving Loans comprising
each SOFR Borrowing shall bear interest at Term SOFR for the Interest Period in effect for such Borrowing plus the Applicable
Margin (for the avoidance of doubt, any 2026 Incremental Revolving Loans shall bear interest by reference to the Alternate Base Rate).
The Loans comprising each Swingline Loan Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin for the
Swingline Interest Period in effect for such Borrowing. The Term A Loans, 2026 Incremental Term A-1 Loans and
,2026 Incremental Term A-2 Loans
and 2026 Incremental Term A-3 Loans comprising each ABR Borrowing shall bear interest at a rate per annum equal to (i) the
Applicable Margin plus (ii) the Alternate Base Rate. The Term A Loans, 2026 Incremental Term A-1 Loans and,
2026 Incremental Term A-2 Loans and 2026 Incremental Term A-3 Loans comprising
each SOFR Borrowing shall bear interest at a rate per annum equal to (i) the Applicable Margin plus (ii) Term SOFR. Each
Incremental Term Loan, Refinancing Revolving Loan, Refinancing Term Loan, Extended Revolving Loan and Extended Term Loan shall bear interest
at the rate set forth in the applicable Facility Amendment.
(b)
Notwithstanding the foregoing, if any principal of or interest on any Loan, any reimbursement
obligation in respect of any LC Disbursement or any fee or other amount payable by the Borrower hereunder is not paid when due, whether
at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraph of this Section 3.1
or in the case of any other overdue monetary amount, 2% plus the rate applicable to ABR Borrowings as provided in the preceding paragraph
of this Section 3.1.
(c)
Accrued interest on each Loan shall be payable in arrears on each Interest Payment
Date for such Loan; provided that (i) interest accrued pursuant to paragraph (b) of this Section 3.1 shall be
payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid
or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any SOFR Loan
prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such
conversion.
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(d)
All interest hereunder shall be computed on the basis of a year of 360 days, except that interest
computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on
the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed
(including the first day but excluding the last day). The applicable Alternate Base Rate and the applicable Term SOFR shall be determined
by the Administrative Agent, and such determination shall be conclusive absent demonstrable error.
Section 3.2
Interest Elections.
(a)
Each Borrowing initially shall be of the Type specified in the applicable Borrowing
Request or designated by Section 2.3 and, in the case of a SOFR Borrowing, shall have an initial Interest Period as specified in
such Borrowing Request or designated by Section 2.3. Thereafter, the Borrower may elect to convert such Borrowing to a different
Type or to continue such Borrowing and, in the case of a SOFR Borrowing, may elect Interest Periods therefor, all as provided in this
Section 3.2. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case
each such portion shall be allocated ratably among the applicable Lenders holding the Loans comprising such Borrowing, and the Loans
comprising each such portion shall be considered a separate Borrowing. This Section 3.2 shall not apply to Swingline Loan Borrowings,
which may not be converted or continued. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted.
(b)
To make an election pursuant to this Section 3.2, the Borrower shall notify
the Administrative Agent of such election by telephone or e-mail by the time that a Borrowing Request would be required under Section 2.3
if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election.
Each such telephonic or e-mail Interest Election Request shall be irrevocable and shall be confirmed by no later than 3:00 p.m., New
York City time, on the date of such request by hand delivery, e-mail or facsimile to the Administrative Agent of a copy of a written
Interest Election Request signed by the Borrower.
(c)
Each telephonic, e-mail and written Interest Election Request shall specify the following
information:
(i)
the Borrowing to which such Interest Election Request applies and, if different options
are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which
case the information to be specified pursuant to clauses (iii) and (iv) of this paragraph shall be specified for each resulting
Borrowing);
(ii)
the effective date of the election made pursuant to such Interest Election Request,
which shall be a Business Day;
(iii)
whether the resulting Borrowing is to be an ABR Borrowing or a SOFR Borrowing; and
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(iv)
if the resulting Borrowing is a SOFR Borrowing, the Interest Period to be applicable thereto after
giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.
If any such Interest Election Request
requests a SOFR Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period
of one month’s duration.
(d)
Promptly following receipt of an Interest Election Request, the Administrative Agent shall
advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e)
If the Borrower fails to deliver a timely Interest Election Request with respect to
a SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein,
at the end of such Interest Period, such Borrowing shall be converted to a SOFR Borrowing with an Interest Period of one month. Notwithstanding
any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of
the Lenders holding more than 50% of the Total Credit Exposure of all Classes affected thereby, taken as a whole, so notifies the Borrower,
then, with respect to each such Class, so long as an Event of Default is continuing, (i) no outstanding Borrowing may be converted
to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing shall be converted to an ABR Borrowing at the end
of the Interest Period applicable thereto.
Section 3.3
Fees.
(a)
The Borrower agrees to pay to the Administrative Agent for the account of each Lender
having a Revolving Commitment under the Existing Revolving Facility or the 2026 Incremental Revolving Facility, a commitment fee, which
shall accrue at a rate per annum equal to the Commitment Fee Rate on the daily amount of such unused Revolving Commitment (provided that
Swingline Loans shall not be deemed to be a use of the Revolving Commitments for the purpose of the calculation of such commitment fee)
during the period from and including (i) in the case of the Existing Revolving Facility, the Amendment Effective Date and (ii) in
the case of the 2026 Incremental Revolving Facility, the Amendment No. 1 Funding Date, in each case, to but excluding the date
on which such Revolving Commitment terminates (it being understood that LC Exposure constitutes a use of the Revolving Commitment). Accrued
commitment fees and undrawn fees shall be payable in arrears on the last day of March, June, September and December of each
year, each date on which the applicable Commitments are permanently reduced and on the date on which the applicable Commitments terminate,
commencing on the first such date to occur after the Amendment Effective Date or the Amendment No. 1 Funding Date, as applicable.
All commitment fees and undrawn fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number
of days elapsed (including the first day but excluding the last day).
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(b)
The Borrower agrees to pay to (i) the Administrative Agent for the account of (A) each
Revolving Lender under the Existing Revolving Facility a participation fee with respect to its participations in Letters of Credit and
(B) the Revolving Lender under the 2026 Incremental Revolving Facility a participation fee with respect to the Letters of Credit
outstanding pursuant to the 2026 Incremental Revolving Facility (which may be allocated by the Revolving Lender under the 2026 Incremental
Revolving Facility to participants in the 2026 Incremental Revolving Facility), in each case which shall accrue at rate per annum equal
to the Applicable Margin (with respect to SOFR Borrowings) on the daily amount of such Lender’s LC Exposure (excluding any portion
thereof attributable to unreimbursed LC Disbursements) under the applicable Revolving Facility during the period from and including (A) in
the case of the Existing Revolving Facility, the Amendment Effective Date and (B) in the case of the 2026 Incremental Revolving
Facility, the Amendment No. 1 Funding Date, to but excluding the later of the date on which such Lender’s Revolving Commitment
terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank for its own account a
fronting fee, which shall accrue at a rate per annum equal to 0.125% on the daily amount of the LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) with respect to each Letter of Credit during the period from and including (i) with
respect to the Existing Revolving Facility, the Amendment Effective Date and (ii) with respect to the 2026 Incremental Revolving
Commitments, the Amendment No. 1 Funding Date, to but excluding the later of the date of termination of the Revolving Commitments
and the date on which there ceases to be any such LC Exposure, as well as the Issuing Bank’s standard fees with respect to the
issuance, amendment or extension of any Letter of Credit or processing of drawings thereunder. Accrued participation fees and fronting
fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first
such date to occur after the Amendment Effective Date or Amendment No. 1 Funding Date, as applicable; provided that all
such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which
the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph
shall be payable within ten days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360
days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
(c)
The Borrower agrees to pay to each Credit Party, for its own account, the fees and
other amounts payable in connection herewith in the amounts and at the times separately agreed upon between the Borrower and such Credit
Party.
(d)
All fees and other amounts payable hereunder shall be paid on the dates due, in immediately
available funds to the Administrative Agent for distribution, in the case of commitment fees, undrawn fees, and participation fees, to
the Lenders. Fees paid hereunder shall not be refundable under any circumstances.
Section 3.4
Inability to Determine Rates.
Subject to Section 3.10,
if, on or prior to the first day of any Interest Period for any SOFR Loan:
(a)
the Administrative Agent determines (which determination shall be conclusive and binding
absent manifest error) that Term SOFR cannot be determined pursuant to the definition thereof, or;
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(b)
the Required Lenders determine that for any reason in connection with any request for a SOFR
Loan or a conversion thereto or a continuation thereof that Term SOFR for any requested Interest Period with respect to a proposed SOFR
Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Required Lenders have
provided notice of such determination to the Administrative Agent;
then, in each case, the Administrative Agent
will promptly so notify the Borrower and each Lender.
Upon notice thereof by the
Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR
Loans or to convert ABR Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods)
until the Administrative Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt
of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans
(to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted
any such request into a request for a Borrowing of or conversion to ABR Loans in the amount specified therein and (ii) any outstanding
affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such
conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant
to Section 3.6. Subject to Section 3.10, if the Administrative Agent determines (which determination shall be conclusive
and binding absent manifest error) that Term SOFR cannot be determined pursuant to the definition thereof on any given day, the interest
rate on ABR Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “ABR”
until the Administrative Agent revokes such determination.
Section 3.5
Increased Costs; Illegality.
(a)
If any Change in Law shall:
(i)
subject any Lender to any Tax of any kind whatsoever with respect to this Agreement,
any SOFR Loans made by such Credit Party or any Letter of Credit or participations therein (other than any Indemnified Taxes, Excluded
Taxes or Other Taxes);
(ii)
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 by, any Credit Party; or
(iii)
impose on any Credit Party any other condition, cost or expense (other than with respect to Taxes)
affecting this Agreement, any SOFR Loans made by such Credit Party or any Letter of Credit or participations therein,
and the result of any of the foregoing shall
be to increase the cost to such Credit Party, by an amount which such Credit Party reasonably deems to be material, of making or maintaining
any SOFR Loan or the cost to such Credit Party, by an amount which such Credit Party reasonably deems to be material, of issuing, participating
in or maintaining any Letter of Credit hereunder or to increase the cost to such Credit Party or to reduce the amount of any sum received
or receivable by such Credit Party, by an amount which such Credit Party reasonably deems to be material, hereunder (whether of principal,
interest or otherwise), then the Borrower will pay to such Credit Party such additional amount or amounts as will compensate such Credit
Party for such additional costs incurred or reduction suffered.
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(b)
If any Credit Party determines that any Change in Law
regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Credit Party’s
capital or on the capital of such Credit Party’s holding company, if any, as a consequence of this Agreement or the Loans made,
the Letters of Credit issued or the participations therein held, by such Credit Party to a level below that which such Credit Party or
such Credit Party’s holding company could have achieved but for such Change in Law (taking into consideration such Credit Party’s
policies and the policies of such Credit Party’s holding company with respect to liquidity or capital adequacy), by an amount reasonably
deemed by such Credit Party to be material, then from time to time the Borrower will pay to such Credit Party such additional amount
or amounts as will compensate such Credit Party or such Credit Party’s holding company for any such reduction suffered.
(c)
A certificate of a Credit Party setting forth in reasonable
detail the calculation of the amount or amounts necessary to compensate such Credit Party or its holding company, as applicable, as specified
in paragraph (a) or (b) of this Section 3.5 shall be delivered to the Borrower and shall be conclusive absent manifest
error. The Borrower shall pay such Credit Party the amount shown as due on any such certificate within 10 Business Days after receipt
thereof.
(d)
Failure or delay on the part of any Credit Party
to demand compensation pursuant to this Section 3.5 shall not constitute a waiver of such Credit Party’s right to demand
such compensation; provided that the Borrower shall not be required to compensate a Credit Party pursuant to this Section 3.5
for any increased costs or reductions incurred more than 180 days prior to the date that such Credit Party notifies the Borrower of the
Change in Law giving rise to such increased costs or reductions and of such Credit Party’s intention to claim compensation therefor;
provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the
180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(e)
Notwithstanding any other provision of this Agreement,
if, after the Amendment Effective Date any Change in Law shall make it unlawful for any Lender to make or maintain any SOFR Loan or to
give effect to its obligations as contemplated hereby with respect to any SOFR Loan, then, by written notice to the Borrower and to the
Administrative Agent:
(i)
such Lender may declare that SOFR Loans will not thereafter
(for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and ABR Loans
will not thereafter (for such duration) be converted into SOFR Loans, whereupon any request for a SOFR Borrowing or to convert an ABR
Borrowing to a SOFR Borrowing or to continue a SOFR Borrowing, as applicable, for an additional Interest Period shall, as to such Lender
only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert
a SOFR Loan into an ABR Loan, as applicable), unless such declaration shall be subsequently withdrawn; and
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(ii)
such Lender may require that all outstanding SOFR Loans
made by it be converted to ABR Loans, in which event all such SOFR Loans shall be automatically converted to ABR Loans, as of the effective
date of such notice as provided in the last sentence of this paragraph.
In the event any Lender shall exercise its rights
under (i) or (ii) of this paragraph, all payments and prepayments of principal that would otherwise have been applied to
repay the SOFR Loans that would have been made by such Lender or the converted SOFR Loans of such Lender shall instead be applied to
repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such SOFR Loans, as applicable. For purposes
of this paragraph, a notice to the Borrower by any Lender shall be effective as to each SOFR Loan made by such Lender, if lawful, on
the last day of the Interest Period currently applicable to such SOFR Loan; in all other cases such notice shall be effective on the
date of receipt by the Borrower.
Section 3.6
Break Funding Payments.
In
the event of (a) the payment of any principal of any SOFR Loan other than on the last day of the Interest Period applicable thereto
(including as a result of an Event of Default), (b) the conversion of any SOFR Loan other than on the last day of the Interest
Period applicable thereto (including as a result of an Event of Default) or (c) the failure to borrow, convert, continue or prepay
any SOFR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.7(b) and
is revoked in accordance therewith) or (d) the assignment of any SOFR Loan of any Lender other than on the last day of the Interest
Period applicable thereto as a result of a request by the Borrower pursuant to Section 3.9, then, in any such event, the Borrower
shall compensate each applicable Lender in an amount equal to the excess, if any, of (i) the amount of interest that would have
accrued on the principal amount of such Loan had such event not occurred, at the Term SOFR Rate that would have been applicable to such
Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure
to borrow, convert or continue, for the period that would have been the Interest Period for such Loan) excluding, however, the Applicable
Margin included therein, if any, over (ii) the amount of interest (as reasonably determined by such Lender) that would accrue on
such principal amount for such period at the Term SOFR rate at the commencement of such period. A certificate of any Lender setting forth
in reasonable detail the calculations of any amount or amounts that such Lender is entitled to receive pursuant to this Section 3.6
shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown
as due on any such certificate within 10 days after receipt thereof.
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Section 3.7
Taxes.
(a)
Any and all payments by or on account of any obligation
of any Loan Party hereunder and under any other Loan Document shall be made free and clear of and without deduction for any Indemnified
Taxes or Other Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of the
applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by any applicable withholding agent,
then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted
or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax or Other
Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that, after such deduction or withholding has
been made by the applicable withholding agent, along with any such deductions and withholdings applicable to additional sums payable
under this Section 3.7, the applicable Lender (or, in the case of a payment received by the Administrative Agent for its own account,
the Administrative Agent) receives an amount equal to the sum it would have received had no such deduction or withholding been made.
(b)
In addition, the Loan Parties shall pay any
Other Taxes to the relevant Governmental Authority in accordance with applicable law or at the option of the Administrative Agent timely
reimburse it for the payment of Other Taxes.
(c)
The Borrower shall indemnify each Credit Party,
within ten days after written demand therefor (which demand shall set forth the amount and the reasons therefor in reasonable detail),
for the full amount of any Indemnified Taxes or Other Taxes payable by such Credit Party, including Indemnified Taxes or Other Taxes
imposed or asserted on or attributable to amounts payable under this Section 3.7, and, in each case, any reasonable out-of-pocket
expenses arising therefrom or with respect thereto, in each case, whether or not such Indemnified Taxes or Other Taxes were correctly
or legally imposed or asserted by the relevant Governmental Authority. A certificate setting forth the amount of such payment or liability
and the reasons therefor in reasonable detail delivered to the Borrower by a Credit Party, or by the Administrative Agent on its own
behalf or on behalf of a Credit Party, shall be conclusive absent manifest error. If the Borrower reasonably believes that Indemnified
Taxes or Other Taxes were not correctly or legally asserted, the applicable Credit Party will reasonably cooperate with the Borrower
to obtain a refund of such Indemnified Taxes or Other Taxes for the benefit of the Borrower (to the extent provided in Section 3.7(h)),
provided that the Borrower shall reimburse the applicable Credit Party for reasonable out-of-pocket expenses arising from such cooperation.
Each Credit Party agrees that promptly after it receives written notice of any Indemnified Taxes or Other Taxes imposed or asserted on
it, it shall endeavor to give notice thereof to the Borrower, provided that such Credit Party shall have no liability to the Borrower
for the failure to give any such notice.
(d)
As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by the Borrower to a Governmental Authority pursuant to this Section 3.7, the Borrower shall deliver to the
Administrative Agent a 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.
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(e)
Any Lender that is entitled to an exemption from or
reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative
Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation
reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a
reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver
such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable
the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting
requirements. Each Lender hereby authorizes the Administrative Agent to deliver to the Loan Parties and to any successor Administrative
Agent any documentation provided by such Lender to the Administrative Agent pursuant to this Section 3.7(e), (f) or (i).
Notwithstanding any other provision of this Section 3.7, no Lender shall be required to provide any documentation that such Lender
is not legally eligible to provide.
(f)
Without limiting the generality of the foregoing, (i) each
Foreign Lender shall to the extent it is legally eligible to do so deliver to the Borrower and the Administrative Agent (or, in the case
of a Participant, to the Lender from which the related participation shall have been purchased) (A) two properly completed and
executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E (or any successor form), as applicable, claiming any applicable treaty
benefits, (B) two properly completed and executed copies of IRS Form W-8ECI (or any successor form), (C) in the case
of a Foreign Lender claiming exemption from United States federal withholding Tax under Section 881(c) of the Code with respect
to payments of “portfolio interest,” (x) a certificate reasonably satisfactory to the Borrower 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 Borrower (or the regarded owner of Borrower for U.S. federal income tax purposes) within
the meaning of Sections 871(h)(3)(B) and 881(c)(3)(B) of the Code, or (3) a “controlled foreign corporation”
described in Section 881(c)(3)(C) of the Code and that no payment in connection with any Loan Document is effectively connected
with such Foreign Lender’s conduct of a trade or business in the United States (a “US Tax Compliance Certificate”),
and (y) two properly completed and executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E (or any successor form),
as applicable, or (D) to the extent a Foreign Lender is not the beneficial owner, two properly completed and executed copies of
IRS Form W-8IMY (or any successor form), accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E
as applicable, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that
if the Foreign Lender is a partnership (and not a participating Lender) and one or more direct or indirect partners of such Foreign Lender
are claiming the portfolio interest exception, such Foreign Lender shall provide a US Tax Compliance Certificate on behalf of such direct
and indirect partner(s), and (E) on or about the date on which such Foreign Lender becomes a Lender under this Agreement (and from
time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), properly executed copies (in such number
as shall be requested by the recipient) of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction
in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law
to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made, and (ii) each
Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall deliver to the Borrower
and the Administrative Agent two properly completed and executed copies of IRS Form W-9, or any subsequent versions or successors
to such form, certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms referred to in clauses (i) and
(ii) shall be delivered by each Lender on or before the date it becomes a party to this Agreement (or, in the case of any Participant,
on or before the date such Participant purchases the related participation) and from time to time thereafter upon the reasonable request
of the Borrower or the Administrative Agent. In addition, each Lender and the Administrative Agent shall deliver such forms promptly
upon the expiration, obsolescence or invalidity of any form previously delivered by such Lender or Administrative Agent, respectively.
Each Lender and the Administrative Agent shall promptly notify the Borrower at any time it determines that it is legally ineligible to
provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the United States taxing
authorities for such purpose).
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(g)
Each Administrative Agent shall deliver to the Borrower,
on or prior to the date on which such Administrative Agent becomes an Administrative Agent under this Agreement (and from time to time
thereafter upon the reasonable request of the Borrower) either (A) a properly completed and executed IRS Form W-9 (or any
successor form) or (B) a properly completed and executed IRS Form W-8IMY (or any successor form) evidencing its agreement
with the Borrower to be treated as a U.S. person (with respect to amounts received on account of any Lender) and a properly completed
and executed IRS Form W-8ECI (or any successor form) (with respect to amounts received on its own account). Notwithstanding anything
to the contrary in this Section 3.7(g), no Administrative Agent shall be required to deliver any documentation that such Administrative
Agent is not legally eligible to deliver as a result of any Change in Law after the date hereof.
(h)
If a Credit Party determines, in its sole discretion
exercised in good faith, that it has received a refund of any Taxes (for the avoidance of doubt, whether such refund has been received
in cash or applied as a payment of other cash Taxes) as to which it has been indemnified by a Loan Party or with respect to which a Loan
Party has paid additional amounts pursuant to this Section 3.7, it shall pay to the Loan Party an amount equal to such refund (but
only to the extent of indemnity payments made, or additional amounts paid, by the Loan Party under this Section 3.7 with respect
to the Taxes giving rise to such refund), net of all out-of-pocket expenses of the Credit Party (including any Taxes) and without interest
(other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Loan Party, upon
the request of the Credit Party, agrees to repay the amount paid over to the Loan Party pursuant to this paragraph (h) (plus any
penalties, interest or other charges imposed by the relevant Governmental Authority) to the Credit Party in the event the Credit Party
is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h),
in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (h) the
payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been
in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the
indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to
require the Credit Party to make available its tax returns (or any other information relating to its taxes that it deems confidential)
to the Loan Party or any other Person.
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(i)
If a payment made to a Lender
under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with
the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code,
as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at
such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including
as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower
or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under
FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct
and withhold from such payment. Solely for purposes of this paragraph (i), “FATCA” shall include any amendments made to FATCA
after the Amendment Effective Date.
(j)
For purposes of this Section 3.7, the
term “Lender” includes any Issuing Bank and the Swingline Lender and the term “applicable law” includes FATCA.
Section 3.8
Mitigation Obligations.
If any Credit Party requests
compensation under Section 3.5, or if the Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amount to
any Lender or any Governmental Authority for the account of any Credit Party pursuant to Section 3.7, then, at the request of the
Borrower, such Credit Party shall use reasonable efforts to designate a different lending office for funding or booking its Loans or
Letters of Credit (or any participation therein) hereunder or to assign its rights and obligations hereunder to another of its offices,
branches or affiliates, if, in the good faith judgment of such Credit Party, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 3.5 or 3.7, as applicable, in the future and (ii) would not subject such Credit
Party to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Credit Party. The Borrower hereby
agrees to pay all reasonable costs and out of pocket expenses incurred by any Credit Party in connection with any such designation or
assignment.
Section 3.9
Replacement of Lenders.
If (i) any Credit Party
requests compensation under Section 3.5, or the Borrower is required to pay any Indemnified Taxes, Other Taxes or additional amount
to any Credit Party or any Governmental Authority for the account of any Credit Party pursuant to Section 3.7, (ii) any Lender
with an unused Commitment is a Defaulting Lender, or (iii) any Lender notifies the Borrower pursuant to Section 3.5(e) that
it is unlawful for such Lender to make or maintain SOFR Loans, then the Borrower may, at its sole expense and effort, upon notice to
such Credit Party and the Administrative Agent, require such Credit Party to assign and delegate, without recourse (in accordance with
and subject to the restrictions contained in Section 10.4), all its interests, rights and obligations under this Agreement to an
assignee that shall assume such obligations (which assignee may be another Credit Party, if a Credit Party accepts such assignment);
provided that (a) the Borrower shall have received the prior written consent of the Administrative Agent (not to be unreasonably
withheld, delayed or conditioned and solely to the extent that such assignee is not then an existing Lender, an Affiliate of a then existing
Lender or an Approved Fund), and, if a Revolving Commitment is being assigned, the Issuing Bank and the Swingline Lender, which consent
shall not unreasonably be withheld, conditioned or delayed, (b) such Credit Party shall have received payment of an amount equal
to the outstanding principal of its Loans and funded participations in LC Disbursements, accrued interest thereon, accrued fees and all
other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees)
or the Borrower (in the case of all other amounts), (c) unless the Administrative Agent otherwise agrees, the Borrower, the Defaulting
Lender (if any) or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in Section 10.4(b),
and (d) in the case of any such assignment resulting from a claim for compensation under Section 3.5 or payments required
to be made pursuant to Section 3.7, such assignment will result in a reduction in such compensation or payments. A Credit Party
shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Credit Party or otherwise,
the circumstances entitling the Borrower to require such assignment and delegation cease to apply.
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Section 3.10 Benchmark
Replacement Setting.
(a) Notwithstanding
anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event, the Administrative
Agent and the Borrower may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment
with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th)
Business Day after the Administrative Agent has posted such proposed amendment to all affected Lenders and the Borrower so long as the
Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required
Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 3.10(a)(i) will occur prior
to the applicable Benchmark Transition Start Date.
(b) Benchmark
Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative
Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any
other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent
of any other party to this Agreement or any other Loan Document.
(c) Notices;
Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the
implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration,
adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (x) the removal or
reinstatement of any tenor of a Benchmark pursuant to Section 3.10(d) and (v) the commencement of any Benchmark Unavailability
Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group
of Lenders) pursuant to this Section 3.10, including any determination with respect to a tenor, rate or adjustment or of the occurrence
or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will
be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party
to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 3.10.
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(d) Unavailability
of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection
with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR Reference
Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such
rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for
the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such
Benchmark is not or will not be representative, then the Administrative Agent may in consultation with the Borrower modify the definition
of Interest Period (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable
or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently
displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer,
subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the
Administrative Agent may in consultation with the Borrower modify the definition of Interest Period (or any similar or analogous definition)
for all Benchmark settings at or after such time to reinstate such previously removed tenor.
(e) Benchmark
Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (i) the
Borrower may revoke any pending request for a SOFR Borrowing of, conversion to or continuation of SOFR Loans to be made, converted or
continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request
into a request for a Borrowing of or conversion to ABR Loans and (ii) any outstanding affected SOFR Loans will be deemed to have
been converted to ABR Loans at the end of the applicable Interest Period. During a Benchmark Unavailability Period or at any time that
a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such
tenor for such Benchmark, as applicable, will not be used in any determination of ABR.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES
The Borrower represents and
warrants to the Credit Parties (i) on the Amendment Effective Date and (ii) on the occasion of any Borrowing to the extent
required in Section 5.2 that:
Section 4.1 Organization;
Powers.
Each of the Borrower and the
Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all
requisite corporate or other organizational power and authority to carry on its business as now conducted and, except where the failure
to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, is qualified to
do business in, and is in good standing in, every jurisdiction where such qualification is required by applicable law. No Loan Party
is an EEA Financial Institution.
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Section 4.2 Authorization;
Enforceability.
The Transactions to be entered
into by each Loan Party are within the corporate, partnership or other analogous powers of such Loan Party to the extent it is a party
thereto and have been duly authorized by all necessary corporate, partnership or other analogous and, if required, equity holder action.
Each Loan Document has been duly executed and delivered by each Loan Party and Liberty Subsidiary to the extent it is a party thereto
and constitutes a legal, valid and binding obligation thereof, enforceable against such Loan Party or Liberty Subsidiary in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’
rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied
covenants of good faith and fair dealing.
Section 4.3 Governmental
Approvals; No Conflicts.
The Transactions (i) do
not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (a) such
as have been or prior to or concurrently with the consummation of the Transactions will be obtained or made and are or prior to or concurrently
with the consummation of the Transactions will be in full force and effect (except such consents, approvals, registrations or filings
which will be required at the time, if any, of the exercise of remedies under the Loan Documents by the Administrative Agent and the
Lenders), (b) notices, if any, required to be filed with the FCC or any applicable State PUC after the consummation of the Transactions,
(c) routine Tax filings, and (d) consents, approvals, registrations, filings or actions which the failure to obtain or make
would not reasonably be expected to result in a Material Adverse Effect, (ii) will not violate any applicable law or regulation
or the charter, by-laws or other organizational documents of the Borrower or any Subsidiary or any order of any Governmental Authority
(subject to compliance with any applicable law or regulation which, upon the exercise of remedies hereunder by the Administrative Agent
and the Lenders, requires filing with or approval of a Governmental Authority), except, in the case of any such applicable law or regulation
or order, for such violations that would not reasonably be expected to result in a Material Adverse Effect, (iii) will not violate
or result in a default under any material indenture, agreement or other instrument binding upon the Borrower or any Subsidiary or its
assets (other than the Loan Documents), or give rise to a right thereunder to require any payment to be made by the Borrower or any Subsidiary,
or result in a default under any indenture for the Senior Notes, except for such violations, defaults and payments that would not reasonably
be expected to result in a Material Adverse Effect and (iv) will not result in the creation or imposition of any Lien on any asset
of the Borrower or any of the Subsidiaries, other than, with respect to each Loan Party, Liens permitted by Section 7.2.
Section 4.4 Financial
Condition.
The Borrower has heretofore
furnished to the Administrative Agent and the Lenders the following:
(a) the
consolidated balance sheets and related consolidated statements of income and cash flows of the Borrower and its subsidiaries as of and
for the fiscal quarter ended September 30, 2024; and
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(b) with
respect to the Borrower and its Subsidiaries, forecasts of financial performance through the end of 2029 (the “Forecasts”).
The
financial statements referred to above (other than the Forecasts) present fairly, in all material respects, the financial position and
results of operations and cash flows of the Borrower as of such date and for the indicated period on a consolidated basis in accordance
with GAAP, subject to normal year end audit adjustments and the absence of footnotes. The Forecasts have been prepared in good faith
by the Borrower and based on assumptions believed to be reasonable at the time they were made, it being understood that such Forecasts
are as to future events and are not to be viewed as facts, such Forecasts are subject to significant uncertainties and contingencies
and that actual results during the period or periods covered by any such Forecasts may differ significantly from the forecasted results,
and that no assurance can be given that the projected results will be realized. Since September 30, 2024, there has been
no event which has given rise to a Material Adverse Effect except as disclosed in the financial statements described in clause (a) above.
Section 4.5 Properties.
(a) Each
of the Borrower and the Subsidiaries has good title to, or valid leasehold interests in, all its real and tangible personal property,
subject to Permitted Encumbrances and except as would not reasonably be expected to have a Material Adverse Effect.
(b) Each
of the Borrower and the Subsidiaries owns, or is entitled to use, all United States trademarks, trade names, copyrights, patents and
trade secrets material to its business, and the use thereof by the Borrower and the Subsidiaries does not infringe upon the rights of
any other Person, except for any such failure to own or be entitled to use or infringements that, individually or in the aggregate, would
not reasonably be expected to result in a Material Adverse Effect.
Section 4.6 Litigation
and Environmental Matters.
(a) There
are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the
Borrower, threatened against (i) the Borrower, any of its Subsidiaries or any Liberty Subsidiary that would reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) the Borrower,
any of its Subsidiaries or any Liberty Subsidiary that relate to the execution, delivery, validity or enforceability of any Loan Document
or the performance of any of the Transactions by any of the Borrower, any Subsidiary or any Liberty Subsidiary.
(b) Except
for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, would not reasonably be
expected to result in a Material Adverse Effect, neither the Borrower, any of its Subsidiaries nor any Liberty Subsidiary (i) has
failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under
any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received written notice of any claim
with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.
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Section 4.7 Compliance
with Laws and Agreements.
Each of the Borrower, its Subsidiaries
and the Liberty Subsidiaries is in compliance with all laws, regulations (including the Communications Act and State Law) and orders
of any Governmental Authority (including the FCC and State PUCs) applicable to it or its property and all indentures, agreements and
other instruments binding upon it or its property, except, in each case, where the failure to do so, individually or in the aggregate,
would not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing.
Section 4.8 Franchises,
FCC, State PUC and Certain Copyright Matters.
(a) The
Borrower and each of its Subsidiaries possesses, or has the right to use, all Authorizations, and possesses, or has rights under, agreements
with public utilities and microwave transmission companies, satellite communications companies, pole attachment, use access or rental
agreements and utility easements, including all licenses and permits, to: (i) operate the Communications Business, except to the
extent the absence thereof or failure to be in compliance therewith would not reasonably be expected to have a Material Adverse Effect,
and (ii) consummate the Transactions. The Borrower and each of its Subsidiaries are in compliance with all such Authorizations,
agreements, easements, licenses and permits with no known conflict with the valid rights of others, except to the extent such noncompliance
or conflict would not reasonably be expected to have a Material Adverse Effect. No event has occurred which would permit the revocation
or termination of any such Authorization, right, agreement, easement, license or permit which would reasonably be expected to have a
Material Adverse Effect.
(b) The
Borrower and each Subsidiary thereof (i) have each duly and timely filed or caused to be filed (A) all registration statements
for the operation of the Communications Business and other filings which are required to be filed under the Communications Act and under
State Law applicable to them and the Transactions, and (B) all reports, applications, documents, instruments and information required
to be filed (1) with the FCC and State PUCs, as applicable, pursuant to all FCC rules, regulations and requests and State Law applicable
to them, or (2) pursuant to any Authorization, in each case, the failure of which to file would reasonably be expected to have
a Material Adverse Effect, and (ii) is in compliance with the Communications Act and State Law (including, the rules and
regulations of the FCC and State PUCs) and all Authorizations, the failure with which to comply would reasonably be expected to have
a Material Adverse Effect. The Borrower and each Subsidiary has recorded or deposited with and paid to the United States Copyright Office
and the Register of Copyrights all notices, statements of account, royalty fees and other documents and instruments required under the
Copyright Act, the failure of which to record, deposit or pay would reasonably be expected to have a Material Adverse Effect. To the
knowledge of the Borrower, as of the Amendment Effective Date neither the Borrower nor any Subsidiary has any liability to any Person
for copyright infringement under the Copyright Act as a result of its business operations that would reasonably be expected to have a
Material Adverse Effect.
(c) As
of the Amendment Effective Date, the Borrower and its Subsidiaries, collectively, hold all material Authorizations required in connection
with the Transactions and with the operation of the Communications Business and each such Authorization is validly issued and in full
force and effect, unimpaired in any material respect by any act or omission by the Borrower or any of its Subsidiaries. All such Authorizations
are renewable by their terms or in the ordinary course of business without the need to (i) comply with any special qualification
procedures not otherwise generally applicable to providers of one or more services similar to the Communications Business in the State
of Alaska, or (ii) to pay any amounts other than immaterial amounts, routine fees, and amounts in respect of rebuild obligations,
except to the extent such renewal would not reasonably be expected to have a Material Adverse Effect.
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(d) To
the best of the Borrower’s knowledge, except as set forth in Schedule 4.8, neither the Borrower nor any Subsidiary thereof
is a party to any investigation, notice of violation, order or complaint issued by or before the FCC, any State PUC or any Franchise
authority which would reasonably be expected to have a Material Adverse Effect. Except for such proceedings that affect the communications
industry or the other businesses of the Borrower and its Subsidiaries generally or as set forth in Schedule 4.8, there are no
proceedings by or before the FCC, any State PUC or any Franchise authority which would reasonably be expected to have a Material Adverse
Effect. Except as set forth in Schedule 4.8, the Borrower has no knowledge of (i) any impending or threatened investigation,
notice of violation, order, complaint or proceeding before the FCC, any State PUC or any Franchise authority that would reasonably be
expected to have a Material Adverse Effect, (ii) any pending or threatened non-renewal, expiration, termination or revocation of
any Authorization that would reasonably be expected to have a Material Adverse Effect, or (iii) has any reasonable basis to expect
that any Authorization the absence of which, individually or in the aggregate, would reasonably be expected to have a Material Adverse
Effect, will not be renewed in the ordinary course.
Section 4.9 Investment
Company Status.
Neither the Borrower nor any
of the Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act
of 1940.
Section 4.10 Taxes.
Each of the Borrower, its Subsidiaries
and the Liberty Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed by it and
has paid or caused to be paid all Taxes required to have been paid by it, except (i) Taxes that are being contested in good faith
by appropriate proceedings and for which the Borrower, such Subsidiary or such Liberty Subsidiary, as applicable, has set aside on its
books adequate reserves to the extent required by GAAP or (ii) to the extent that the failure to do so would not, individually
or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
Section 4.11 ERISA.
No ERISA Event has occurred
or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected
to occur, would reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations
under each Plan sponsored or maintained by Borrower or any of its Subsidiaries (based on the assumptions used for purposes of Accounting
Standards Codification No. 715) did not, as of the date of the most recent financial statements reflecting such amounts, exceed
by more than $1,000,000 the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations
of all underfunded Plans sponsored or maintained by Borrower or any of its Subsidiaries (based on the assumptions used for purposes of
Accounting Standards Codification No. 715) did not, as of the date of the most recent financial statements reflecting such amounts,
exceed by more than $1,000,000 the fair market value of the assets of all such underfunded Plans.
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Section 4.12 Disclosure.
None of the reports, financial
statements, certificates or other written information concerning the Borrower, any Subsidiary or any Liberty Subsidiary (other than the
projections, budgets or other estimates or forward looking information, or information of a general economic or industry nature) furnished
by or on behalf of the Borrower, any Subsidiary or any Liberty Subsidiary to any Credit Party in connection with the negotiation of the
Loan Documents or delivered thereunder (as modified or supplemented by other information so furnished), taken as a whole, contained any
untrue statement of a material fact at the time they were furnished to such Credit Party or omitted to state at the time they were furnished
to such Credit Party any material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not materially misleading; provided that, with respect to projected financial information, budgets, estimates
or other forward looking information, the Borrower represents only that such information was prepared in good faith based upon assumptions
believed to be reasonable at the time they were made, it being understood that such projections, budgets, estimates and other forward
looking information are as to future events and are not to be viewed as facts, such projections and other forward looking information
are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such projections
or other forward looking information may differ significantly from the projected results, and that no assurance can be given that the
projected results will be realized. As of the Amendment Effective Date, the information included in the Beneficial Ownership Certification
is true and correct in all respects.
Section 4.13 Subsidiaries.
Schedule
4.13 sets forth, as of the Amendment Effective Date, the name of, the chief executive office of, and the ownership interest
of (i) the Borrower in GCI Holdings, and (ii) GCI Holdings in each of its subsidiaries (other than the NMTC Subsidiaries)
and identifies each Subsidiary that is a Subsidiary Guarantor.
Section 4.14 Insurance.
The Borrower and the Subsidiaries
are insured with such insurance companies and in such amounts, with such deductibles and covering such risks, as required pursuant to
Section 6.9 of this Agreement.
Section 4.15 Labor
Matters.
Except for the Disclosed Matters
and except as would not be reasonably likely to result in a Material Adverse Effect, (i) there are no strikes, lockouts or slowdowns
against the Borrower or any Subsidiary pending or, to the knowledge of the Borrower, threatened, (ii) the hours worked by and payments
made to employees of the Borrower and the Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable
Federal, state, local or foreign law dealing with such matters, (iii) all material payments due from the Borrower or any Subsidiary,
or for which any claim may be made against the Borrower or any Subsidiary, on account of wages and employee health and welfare insurance
and other benefits, have been paid or accrued as a liability on the books of the Borrower or such Subsidiary and (iv) the consummation
of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective
bargaining agreement to which the Borrower or any Subsidiary is bound.
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Section 4.16 Solvency.
Immediately after the consummation
of the Transactions on the Amendment Effective Date, (i) the fair value of the assets of the Borrower and its subsidiaries, taken
as a whole, at a fair valuation, will exceed their debts and liabilities, subordinated, contingent or otherwise; (ii) the present
fair salable value of the property of the Borrower and its subsidiaries, taken as a whole, will be greater than the amount that will
be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts
and other liabilities become absolute and matured; (iii) the Borrower and the Subsidiary Guarantors, taken as a whole, will be
able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured;
and (iv) the Borrower and the Subsidiary Guarantors, taken as a whole, will not have unreasonably small capital with which to conduct
the business in which they are engaged as such business is now conducted and is proposed to be conducted following such date. For the
purposes of this Section, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of
the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured
liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting
Standard No. 5).
Section 4.17 Federal
Reserve Regulations.
Neither the Borrower nor any
of the Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose
of buying or carrying Margin Stock.
Section 4.18 Use
of Proceeds.
It will use the proceeds of
(a) the Revolving Loans, the Term Loans and the Letters of Credit (including Letters of Credit issued pursuant to the 2026 Incremental
Revolving Commitments) for purposes permitted by Section 6.14 (including, but not limited to, financing the Amendment No. 1
Transactions and the Quintillion Acquisition) and (b) each Incremental Term Loan, if any, in accordance with the Incremental Term
Facility Amendment applicable thereto. No part of the proceeds of any Loan or any Letter of Credit has been or will be used, whether
directly or indirectly, and whether immediately, incidentally or ultimately, to purchase, acquire or carry any Margin Stock in a manner
that entails a violation of any of the regulations of the Board, including Regulations T, U and X.
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Section 4.19 Anti-Corruption
Laws and Sanctions; Anti-Terrorism Laws.
(a) The
Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries,
and the Liberty Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws, Anti-Money Laundering
Laws and applicable Sanctions, and the Borrower, its Subsidiaries and the Liberty Subsidiaries, and to the knowledge of the Borrower,
its directors, officers and employees, are in compliance with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions
in all material respects and no Loan Party or Liberty Subsidiary is knowingly engaged in any activity that could reasonably be expected
to result in such Loan Party or Liberty Subsidiary being designated as a Sanctioned Person. None of (a) the Borrower, any of its
Subsidiaries or any of the Liberty Subsidiaries, or to the knowledge of the Borrower, such Subsidiary or such Liberty Subsidiary, any
of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower, any Subsidiary
or any Liberty Subsidiary that will in each case act in any capacity in connection with or benefit from the credit facility established
hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other transactions contemplated by the Loan Documents
will violate Anti-Corruption Laws, Anti-Money Laundering Laws or applicable Sanctions.
(b) Neither
the making of the Loans hereunder nor the use of the proceeds thereof will violate the Patriot Act. Each Loan Party and each of its Subsidiaries
and the Liberty Subsidiaries are in compliance in all material respects with the Patriot Act.
ARTICLE 5
CONDITIONS
Section 5.1 Initial
Conditions.
This Agreement shall not become
effective, and the Existing Credit Agreement shall remain in full force and effect, until the Amendment Effective Date.
Section 5.2 Conditions
to Future Credit Events.
The obligation of each Lender
to make a Loan on the occasion of any Borrowing (other than a continuation or conversion of an existing Borrowing), and of the Issuing
Bank to issue, amend or extend a Letter of Credit, is subject to the satisfaction of the following conditions:
(a) the
representations and warranties of the Loan Parties and the Liberty Subsidiaries set forth in the Loan Documents shall be true and correct
in all material respects on and as of the date of such Borrowing or the date of such issuance, amendment, renewal or extension, as applicable
(except (i) to the extent that such representations and warranties relate to an earlier date, in which case such representations
and warranties shall be true and correct in all material respects as of such earlier date and (ii) that any representation and
warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all
respects without further qualification); and
(b) at
the time of and immediately after giving effect to such Borrowing or such issuance, amendment or extension, as applicable, no Default
shall or would exist.
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Each such Borrowing and each issuance, amendment
or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as
to the matters specified in paragraphs (a) and (b) of this Section 5.2.
Section 5.3 Conditions
to Funding and Availability of 2026 Incremental Term A-1 Loans and 2026 Incremental Revolving Commitments.
The 2026 Incremental Term A-1
Loans shall be funded and the 2026 Incremental Revolving Commitments shall become available on the date (the “Amendment No. 1
Funding Date”) on which each of the following conditions shall have been satisfied (or waived by the Amendment No. 1
Lead Arranger):
(a) the
Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that
the 2026 Incremental Term A-1 Lenders make 2026 Incremental Term A-1 Loans to the Borrower on the Amendment No. 1 Funding Date;
(b) all
fees required to be paid on the Amendment No. 1 Funding Date pursuant to this Agreement and any other arrangements with the Administrative
Agent, the Amendment No. 1 Lead Arranger, any other titled bank, the 2026 Incremental Term A-1 Lender or the 2026 Incremental Revolving
Lender and out-of-pocket expenses required to be paid on the Amendment No. 1 Funding Date pursuant to any other written agreement
with the 2026 Incremental Term A-1 Lender, the 2026 Incremental Revolving Lender or the Amendment No. 1 Lead Arranger, to the extent,
in the case of expenses, a reasonably detailed invoice has been delivered to the Borrower at least three (3) Business Days prior
to the Amendment No. 1 Funding Date (or such later date as the Borrower may reasonably agree) shall have been paid (which amounts
may be offset against the proceeds of the 2026 Incremental Term A-1 Loans);
(c) the
Quintillion Acquisition shall have been, or substantially concurrently with the initial borrowing of the 2026 Incremental Term A-1 Loans
shall be, consummated in all material respects in accordance with the terms of the Quintillion Purchase Agreement;
(d) immediately
before and after giving effect to, on, as of, and at the time of, the Amendment No. 1 Funding Date, (i) the representations
and warranties of the Loan Parties set forth in Section 5 of Amendment No. 1 shall be true and correct in all material respects
(other than to the extent already qualified by materiality, in which case such representations and warranties shall be true and correct
in all respects) and (ii) the Administrative Agent shall have received a certificate of the Borrower dated the Amendment No. 1
Funding Date to such effect in a form reasonably acceptable to the Administrative Agent, signed by a Responsible Officer of the Borrower;
(e) the
Administrative Agent shall have received a solvency certificate signed by a Financial Officer on behalf of the Borrower dated the Amendment
No. 1 Funding Date (after giving effect to the borrowing of the 2026 Incremental Term A-1 Loans on the Amendment No. 1 Funding
Date) in form and substance reasonably satisfactory to the Amendment No. 1 Lead Arranger and Administrative Agent;
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(f) the
Borrower shall have delivered to (x) any 2026 Incremental Revolving Lender that requests its 2026 Incremental Revolving Commitment
be evidenced by a Note at least three (3) Business Days prior to the Amendment No. 1 Effective Date, a Note payable to such
2026 Incremental Revolving Lender and (y) any 2026 Incremental Term A-1 Lender that requests its 2026 Incremental Term A-1 Loans
be evidenced by a Note at least three (3) Business Days prior to the Amendment No. 1 Funding Date, a Note payable to such
2026 Incremental Term A-1 Lender; and
(g) the
Administrative Agent shall have received the certificate described in clause (a)(y) and (b)(z) of the definition of “Applicable
Margin” and the proviso in the definition of “Commitment Fee Rate” dated the Amendment No. 1 Funding Date, signed
by a Responsible Officer of the Borrower and in a form reasonably acceptable to the Administrative Agent.
The Amendment No. 1
Funding Date shall not occur later than the earlier of (i) the date that is 18 months following the Amendment No. 1 Effective
Date and (ii) the date on which the Borrower informs the Amendment No. 1 Lead Arranger and the Administrative Agent in writing
that the Quintillion Acquisition has been abandoned or terminated (the “Funding Outside Date”).
ARTICLE 6
AFFIRMATIVE COVENANTS
Until the Commitments have
expired or been terminated and the principal of and interest on each Loan and all fees and other amounts payable hereunder (other than
contingent or indemnification obligations not then due) shall have been paid in full in cash and all Letters of Credit have expired (or
have been cash collateralized or otherwise provided for in full in a manner reasonably satisfactory to the Issuing Bank) and all LC Disbursements
have been reimbursed, the Borrower covenants and agrees with the Credit Parties that:
Section 6.1 Financial
Statements and Other Information.
The Borrower will furnish or
cause to be furnished to the Administrative Agent:
(a) within
120 days after the end of each fiscal year, the Borrower’s audited consolidated balance sheet and related consolidated statements
of income, cash flows and shareholders’ equity as of the end of and for such year, setting forth in each case in comparative form
the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national
standing (which will not be subject to any qualification or exception as to the scope of such audit (but may contain a “going concern”
or like qualification, exception or explanatory paragraph that is due to (i) the impending maturity of any Facility or any other
Indebtedness within one year from the time such opinion is delivered or (ii) any actual or prospective inability to satisfy a financial
maintenance covenant (including the Financial Covenant)) to the effect that such consolidated financial statements present fairly in
all material respects the financial position and results of operations of the Borrower on a consolidated basis in accordance with GAAP
consistently applied;
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(b) within
60 days after the end of each of the first three fiscal quarters of each fiscal year, the Borrower’s consolidated balance sheet
and related consolidated statements of income and cash flows as of the end of and for such fiscal quarter and the then elapsed portion
of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the
case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer as presenting fairly in all
material respects the financial position and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently
applied, subject to normal year end audit adjustments and the absence of footnotes;
(c) concurrently
with any delivery of financial statements under paragraph (a) or (b) above, a Compliance Certificate signed by a Financial
Officer of the Borrower (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and
is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii) setting
forth (A) reasonably detailed calculations demonstrating compliance with the Financial Covenant as of the most recent fiscal quarter
end contemplated by such financial statements, (B) the Subsidiary Guarantors as of the date of such Compliance Certificate (or
confirming that there is no change in such information since the later of the Amendment Effective Date and the date of the last such
list), (C) the Excluded Subsidiaries as of the date of such Compliance Certificate (or confirming that there is no change in such
information since the later of the Amendment Effective Date and the date of the last such list), (D) the Liberty Subsidiaries as
of the date of such Compliance Certificate (or confirming that there is no change in such information since the later of the Amendment
Effective Date and the date of the last such list) and (E) reasonably detailed calculation of each of the Total Leverage Ratio
and the Secured Leverage Ratio as of the most recent fiscal quarter end contemplated by such financial statements;
(d) promptly
after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the
Borrower or any Subsidiary with the SEC, or with any national securities exchange, as the case may be;
(e) within
30 days after the beginning of each fiscal year, an annual consolidated forecast for the Borrower and the Subsidiaries for such fiscal
year, including projected consolidated statements of income of the Borrower and the Subsidiaries, all in reasonable detail acceptable
to the Administrative Agent;
(f) promptly,
such other information with documentation required by bank regulatory authorities under applicable “know your customer” and
Anti-Money Laundering Laws, as from time to time may be reasonably requested by the Administrative Agent or any Lender;
(g) promptly
following any request therefor, any change in the information provided in any Beneficial Ownership Certification that would result in
a change to the list of beneficial owners identified in such certification; and
(h) promptly
following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower,
any Subsidiary or any Liberty Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender
(through the Administrative Agent) may reasonably request; provided, that (i) no such Person shall be required to provide
pro forma financial statements and information in connection with a Borrowing Request of $50,000,000 or less, (ii) no such Person
shall be required to disclose or provide any information (A) that constitutes non-financial trade secrets or non-financial proprietary
information, (B) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives)
is prohibited by any applicable requirement of law, (C) that is subject to attorney-client or similar privilege or constitutes
attorney work product or (D) in respect of which any such Person owes confidentiality obligations to any third party (provided
that such confidentiality obligations were not entered into in contemplation of the requirements of this clause (h)).
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If the Borrower has designated
any of its subsidiaries as Unrestricted Subsidiaries or there are any Liberty Subsidiaries, then the annual and quarterly financial information
required by this Section 6.1 will include a reasonably detailed presentation of the financial condition and results of operations
of the Borrower and its Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries
and/or Liberty Subsidiaries.
Notwithstanding the foregoing,
the obligations referred to in Sections 6.1(a) and 6.1(b) may be satisfied with respect to financial information of the Borrower
by furnishing (A) the applicable financial statements of any Parent Company or (B) the Borrower’s or such Parent Company’s
Form 10-K or 10-Q, as applicable, filed with the SEC (and the public filing of such report with the SEC shall constitute delivery
under this Section 6.1); provided that with respect to each of the preceding clauses (A) and (B), (1) to the
extent such information relates to a parent of the Borrower, if and so long as such Parent Company has Independent Assets or Operations,
such information is accompanied by consolidating information (which need not be audited) that explains in reasonable detail the differences
between the information relating to such Parent Company and its Independent Assets or Operations, on the one hand, and the information
relating to the Borrower and its subsidiaries on a standalone basis, on the other hand and (2) to the extent such information is
in lieu of information required to be provided under Section 6.1(a) (it being understood that such information may be audited
at the option of the Borrower), such materials are accompanied by a report and opinion of an independent registered public accounting
firm of nationally recognized standing, which report and opinion (a) will be prepared in accordance with generally accepted auditing
standards and (b) will not be subject to any qualification or exception as to the scope of such audit (but may contain a “going
concern” or like qualification, exception or explanatory paragraph that is due to (i) the impending maturity of any Facility
or any other Indebtedness within one year from the time such opinion is delivered or (ii) any actual or prospective inability to
satisfy a financial maintenance covenant (including the Financial Covenant)).
Documents required to be delivered
pursuant to Section 6.1 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the earlier
of the date (A) on which the Borrower posts such documents on a website identified in writing to the Administrative Agent or (B) on
which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another website, if any, to which each Lender
and the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent);
provided that the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such
documents and upon its reasonable request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies)
of such documents. The Administrative Agent shall have no obligation to request the delivery of or maintain paper copies of the documents
referred to above, and each Lender shall be solely responsible for timely accessing posted documents and maintaining its copies of such
documents.
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Section 6.2 Notices
of Material Events.
The Borrower will furnish to
the Administrative Agent prompt written notice of the following promptly after any Responsible Officer of the Borrower obtains actual
knowledge thereof:
(a) the
occurrence of any Default;
(b) the
filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Borrower or
any Affiliate that, in either case, would reasonably be expected to result in a Material Adverse Effect;
(c) the
occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to
result in a Material Adverse Effect;
(d) the
receipt thereof by the Borrower or any Subsidiary of any notice, summons, citation or other written communication concerning any actual,
alleged, suspected or threatened violation of any Environmental Law, or any Environmental Liability of the Borrower or any such Subsidiary,
in each case, which would reasonably be expected to have a Material Adverse Effect; and
(e) any
other development that results in, or would reasonably be expected to result in, a Material Adverse Effect.
Each notice delivered under this Section 6.2
shall be accompanied by a statement of a Financial Officer or other Responsible Officer of the Borrower setting forth the details of
the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Section 6.3 Existence;
Conduct of Business.
The Borrower will, and will
cause each Subsidiary to, do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect
its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business, except (a) in
each case, as otherwise permitted by Section 7.3, (b) in the case of a Subsidiary, where the failure to do so would not reasonably
be expected to have a Material Adverse Effect, and (c) no Subsidiary shall be required to preserve any such existence if a Responsible
Officer of the Borrower determines that the preservation thereof is no longer desirable in the conduct of the business of such Subsidiary,
and that the loss thereof is not disadvantageous in any material respect to the Borrower or to the Lenders.
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Section 6.4 Payment
and Performance of Obligations.
The Borrower will, and will
cause each Subsidiary to, pay or perform (before the same shall become delinquent or in default) its obligations, including Tax liabilities,
that, if not paid or performed, would reasonably be expected to result in a Material Adverse Effect, except where (i) the validity
or amount thereof is being contested in good faith by appropriate proceedings, (ii) the Borrower or such Subsidiary has set aside
on its books adequate reserves with respect thereto in accordance with GAAP and (iii) the failure to pay or perform, as applicable,
pending such contest would not reasonably be expected to result in a Material Adverse Effect.
Section 6.5 Maintenance
of Properties.
The Borrower will, and will
cause each Subsidiary to, keep and maintain all tangible property material to the conduct of their businesses, taken as a whole, in good
working order and condition, ordinary wear and tear (and damage caused by casualty and condemnation) excepted, except where the failure
to do so would not reasonably be expected to have a Material Adverse Effect.
Section 6.6 Books
and Records; Inspection Rights.
The Borrower will, and will
cause each Subsidiary to, keep proper books of record and account in which full, true and correct entries are made of all dealings and
transactions in relation to its business and activities. The Borrower will, and will cause each Subsidiary to, permit any representatives
designated by the Administrative Agent, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts
from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at
such reasonable times as reasonably requested; provided that, excluding such visits during the continuation of an Event of Default,
such visits shall be limited to no more than one such visit per calendar year. Notwithstanding anything to the contrary in this Section 6.6,
neither the Borrower nor any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or
abstracts of, or discussion of, any document, information or other matter that (i) constitutes a trade secret or proprietary information,
(ii) in respect of which disclosure to the Administrative Agent (or its representatives or contractors) is prohibited by applicable
law or any binding agreement or would violate any obligation of confidentiality binding upon the Borrower or any of the Subsidiaries,
(iii) is subject to attorney-client or similar privilege or constitutes attorney work product, or (iii) in respect of which
the Borrower or any Subsidiary owes confidentiality obligations to any third party (provided that such confidentiality obligations were
not entered into in contemplation of the requirements of this Section 6.6).
Section 6.7 Compliance
with Laws.
The Borrower will, and will
cause each Subsidiary and each Liberty Subsidiary to, (a) comply with all laws, rules, regulations and orders of any Governmental
Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably
be expected to result in a Material Adverse Effect and (b) maintain in effect and enforce policies and procedures designed to ensure
compliance by the Borrower, its subsidiaries, the Liberty Subsidiaries and their respective directors, officers and employees with Anti-Corruption
Laws, Anti-Money Laundering Laws and applicable Sanctions.
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Section 6.8 Environmental
Compliance.
The Borrower will, and will
cause each Subsidiary to, use and operate all of its facilities and property in compliance with all Environmental Laws, keep all necessary
permits, approvals, certificates, licenses and other authorizations relating to environmental matters in effect and remain in compliance
therewith, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except where noncompliance with any
of the foregoing would not reasonably be expected to have a Material Adverse Effect.
Section 6.9 Insurance.
(a) The
Borrower will, and will cause each Subsidiary to, self-insure or maintain, with financially sound and reputable insurance companies,
(i) adequate insurance for its insurable properties, all to such extent and against such risks, including fire, casualty, business
interruption and other risks insured against by extended coverage, as is customary with companies in the same or similar businesses operating
in the same or similar locations and (ii) such other insurance as is required pursuant to the terms of any Security Document. The
Borrower will use its commercially reasonable efforts to ensure that all such insurance shall name the Administrative Agent as an additional
insured (solely with respect to general liability policies) or loss payee (solely with respect to tangible personal property constituting
Collateral located in the United States of America), as applicable.
(b) with
respect to any Real Property subject to a Mortgage and that is located in an area identified by the Federal Emergency Management Agency
(or any successor agency) as a “special flood hazard area” with respect to which flood insurance has been made available
under Flood Insurance Laws, the applicable Loan Party (A) has obtained and will maintain, with financially sound and reputable
insurance companies (except to the extent that any Responsible Officer of the Borrower obtains actual knowledge that any insurance company
insuring the Real Property of the applicable Loan Party ceases to be financially sound and reputable after the Amendment Effective Date,
in which case, the applicable Loan Party shall promptly replace such insurance company with a financially sound and reputable insurance
company), such flood insurance in such reasonable total amount as the Administrative Agent and the Required Lenders may from time to
time reasonably require, and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the
Flood Insurance Laws and (B) promptly upon request of the Administrative Agent or any Lender, will deliver to the Administrative
Agent or such Lender as applicable, evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent
and such Lender, including, without limitation, evidence of annual renewals of such insurance.
Section 6.10 Casualty
and Condemnation.
The Borrower will furnish to
the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any property constituting Collateral
owned or held by or on behalf of the Borrower or any Subsidiary with a fair market value immediately prior to such casualty or insured
damage of at least $15,000,000, or the commencement of any action or proceeding for the taking of any property or interest therein with
a fair market value immediately prior to such taking of at least $15,000,000, under power of eminent domain or by condemnation or similar
proceeding.
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Section 6.11 Additional
Subsidiaries.
If any subsidiary (other than
an NMTC Subsidiary or an Excluded Subsidiary) of the Borrower is formed or acquired (including as the result of a Division) after the
Amendment Effective Date (each a “New Subsidiary”), and remains a subsidiary of the Borrower for not less than 30
days, not later than the 30th day after the date on which such New Subsidiary is formed or acquired, the Borrower will (a) provide
written notice thereof, in reasonable detail, to the Administrative Agent, (b) designate in such notice whether such New Subsidiary
is a “Liberty Subsidiary” (in which event such New Subsidiary shall be a “New Liberty Subsidiary”); provided
that in the event the Borrower designates such New Subsidiary as not a New Liberty Subsidiary or fails to make any such designation,
upon the earlier of delivery of such written notice and such 30th day such New Subsidiary shall be deemed not to be a “Liberty
Subsidiary” as of such date (in which event such New Subsidiary shall be a Subsidiary that is a “New Included Subsidiary”);
provided, further, that the Borrower may only designate a New Subsidiary as a New Liberty Subsidiary (a “Liberty
Subsidiary Designation”) if (i) no Default or Event of Default shall have occurred and be continuing at the time of or
after giving effect to such designation and (ii) such New Subsidiary is owned by the Borrower, a Subsidiary or a Liberty Subsidiary
and its assets (if any) (x) consist of, or were purchased with proceeds of, Contributed Ventures Assets or (y) are purchased
with proceeds of borrowings made by a Liberty Subsidiary or secured by Contributed Ventures Assets, (c) if such New Subsidiary
is a New Included Subsidiary and is not designated as an Unrestricted Subsidiary in accordance with Section 6.16, (i) cause
such New Included Subsidiary to execute and deliver a completed Guarantee Supplement and become a party to each applicable Security Document
in the manner provided therein and (ii) promptly take or cause such New Included Subsidiary to take such actions to create and
perfect Liens on such New Included Subsidiary’s assets (other than Excluded Collateral) to secure the Obligations as required by
the Security Documents, and (d) to the extent required by the Security Documents, if any Equity Interests issued by such New Included
Subsidiary are owned or held by or on behalf of the Borrower or any Subsidiary Guarantor or any loans, advances or other debt is owed
or owing by such New Included Subsidiary to the Borrower or any Subsidiary Guarantor, the Borrower or such Subsidiary Guarantor will
cause such Equity Interests and promissory notes and other instruments evidencing such loans, advances and other debt to be pledged pursuant
to the Security Documents.
Section 6.12 Information
Regarding Collateral.
The Borrower will furnish,
within 30 days of any of the following events (or such longer period of time as the Administrative Agent may agree in its sole discretion),
to the Administrative Agent written notice of any (A) Division of any Loan Party, or (B) change in (i) the legal name
or jurisdiction of incorporation or formation of any Loan Party, or (ii) the location of the chief executive office of any Loan
Party or, to the extent it doesn’t have a chief executive office, its principal place of business. The Borrower shall make, at
the request of the Administrative Agent, all filings under the Uniform Commercial Code or otherwise that are required by the Security
Documents in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security
interest in all the Collateral.
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Section 6.13 Further
Assurances.
(a) Subject
to the terms and conditions of the Security Documents, the Borrower will, and will cause each Subsidiary Guarantor to, execute any and
all further documents, mortgages, deeds of trust, financing statements, agreements (including guarantee agreements and security agreements)
and instruments, and take all such further actions (including the filing and recording of financing statements and other documents),
that the Administrative Agent may reasonably request, to grant, preserve, protect or perfect (including as a result of any change in
applicable law) Liens on all Collateral (other than Excluded Collateral) of the Borrower and each Subsidiary Guarantor, including the
Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of
the Borrower or any Subsidiary Guarantor, and in that connection the Borrower will, and will cause each Subsidiary Guarantor to, grant
to the Administrative Agent security interests and Mortgages in all of its owned Real Property (except to the extent constituting Excluded
Collateral) acquired after the Amendment Effective Date and satisfy the Real Estate Collateral Requirement with respect to each such
Real Property within 120 days after the date such Real Property is so acquired (or such longer period of time as the Administrative Agent
may agree in its sole discretion). For the avoidance of doubt, the Loan Parties will not be required to register any trademarks or copyrights.
(b) Notwithstanding
the foregoing, the Administrative Agent shall not enter into (and shall not require Borrower or any Subsidiary Guarantor to enter into)
any Mortgage in respect of any Real Property acquired by the Borrower or any Subsidiary Guarantor after the Amendment Effective Date
(and the time period in the immediately above clause (a) for the Borrower or any Subsidiary Guarantor to deliver any Mortgage shall
be automatically extended by a period of time equal to) until (1) the date that occurs 45 days after the Administrative Agent has
delivered to the Lenders (which may be delivered electronically) the following documents in respect of such Real Property (such date,
the “Target Diligence Completion Date”): (i) a completed flood hazard determination from a third party vendor;
(ii) if such Real Property is located in a “special flood hazard area”, (A) a notification to the Borrower (or
applicable Loan Party) of that fact and (if applicable) notification to the Borrower (or applicable Loan Party) that flood insurance
coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Loan Party) of such notice; and (iii) if
such notice is required to be provided to the Borrower (or applicable Loan Party) and flood insurance is available in the community in
which such Real Property is located, evidence of required flood insurance and (2) the Administrative Agent shall not have received,
within five (5) Business Days prior to such Target Diligence Completion Date, written notice from any Lender that such Lender has
not completed its flood insurance due diligence and flood insurance compliance with respect thereto.
(c) Notwithstanding
anything to the contrary in this Agreement or any other Loan Document, (i) no control agreement or control, lockbox or similar
arrangement shall be required with respect to any deposit accounts, securities accounts or commodities accounts, (ii) no landlord,
mortgagee or bailee waivers shall be required, (iii) no foreign-law governed security documents or perfection under foreign law
shall be required and (iv) no notice shall be required to be sent to account debtors or other contractual third parties prior to
the occurrence and during the continuance of an Event of Default.
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Section 6.14 Use
of Proceeds.
(a) The
proceeds of the Loans and the Letters of Credit will be used only as follows: (i) to reimburse the Issuing Bank in respect of amounts
drawn under Letters of Credit, (ii) to pay transaction fees and expenses and (iii) for purposes not inconsistent with the
terms hereof, including the making of Investments permitted by Section 7.4, Acquisitions permitted by Section 7.5 and Restricted
Payments permitted by Section 7.8.
(b) No
part of the proceeds of any Loan or any Letter of Credit will be used, whether directly or indirectly, and whether immediately, incidentally
or ultimately, to purchase, acquire or carry any Margin Stock in a manner that entails a violation of any of the regulations of the Board,
including Regulations T, U and X. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and
the Borrower shall ensure that its Subsidiaries and its or their respective directors, officers and employees shall not use, the proceeds
of any Borrowing or Letter of Credit (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or
giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws, (ii) for
the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person or in any
Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions
applicable to any party hereto.
Section 6.15 Maintenance
of Ratings.
Use commercially reasonable
efforts to cause any two of (a) Moody’s, (b) S&P and (c) Fitch to maintain a corporate credit rating (or
the equivalent thereof) with respect to the Borrower, it being understood, in each case, that such obligation shall not require the Borrower
to maintain any specific rating.
Section 6.16 Designation
of Subsidiaries.
(a) The
Borrower may at any time after the Amendment Effective Date designate any subsidiary as an Unrestricted Subsidiary (a “Designation”)
only if (i) the Borrower would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such
Designation) in an amount equal to the Borrower’s proportionate interest in the Fair Market Value of such subsidiary on such date
(as determined in good faith by the Borrower) and (ii) such subsidiary does not own any intellectual property that is material
to the business of the Borrower and its Subsidiaries. The status of any subsidiary as a Subsidiary or an Unrestricted Subsidiary shall
at all times be the same under this Agreement and the definitive documentation for any Material Obligations. Any subsidiary of an Unrestricted
Subsidiary shall also be an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the representation and warranties,
affirmative or negative covenants or Event of Default provisions of this Agreement.
None of the Borrower or any
Subsidiary shall contribute or Dispose of to any Unrestricted Subsidiary any intellectual property that is material to the business of
the Borrower and its Subsidiaries. If, at any time, any of the foregoing requirements are violated, the applicable Unrestricted Subsidiary
shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and any Indebtedness and Liens of such Subsidiary
shall be deemed to be incurred as of such date.
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(b) The
Borrower may at any time after the Amendment Effective Date revoke any Designation of a subsidiary as an Unrestricted Subsidiary (a “Revocation”)
only if all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if incurred
at such time, have been permitted to be incurred for all purposes of this Agreement. A Revocation shall constitute a return on any Investment
by the Borrower in such Unrestricted Subsidiary pursuant to clause (a) above in an amount equal to the Fair Market Value at the
date of such Revocation of the Borrower’s or the Subsidiary’s Investment in such Unrestricted Subsidiary; provided
that in no event shall any return on any Investment by the Borrower in an Unrestricted Subsidiary be duplicative of any return that increases
the Cumulative Credit pursuant to the definition thereof.
(c) The
Borrower may at any time after the Amendment Effective Date designate any subsidiary as a Liberty Subsidiary pursuant to the requirements
therefor set forth in Section 6.11 (it being understood that for purposes of this clause (c), references to New Subsidiary set
forth in the definition of “Liberty Subsidiary Designation” shall be deemed to be references to such subsidiary). At the
time of a Liberty Subsidiary Designation, neither the Borrower nor any Subsidiary shall have any direct or indirect obligation to (x) make
additional Investments (other than Investments permitted under Section 7.4) in any Liberty Subsidiary; (y) maintain or preserve
the financial condition of any Liberty Subsidiary or cause any Liberty Subsidiary to achieve any specified levels of operating results;
or (z) be party to any agreement, contract, arrangement or understanding with such New Liberty Subsidiary unless the terms of any
such agreement, contract, arrangement or understanding are in compliance with this Agreement.
(d) The
Borrower may redesignate (a “Redesignation”) any Liberty Subsidiary (A) as a Subsidiary if all Liens and Indebtedness
of such Liberty Subsidiary outstanding immediately following such Redesignation would, if incurred at such time, have been permitted
to be incurred by a Subsidiary for all purposes of this Agreement or (B) as an Unrestricted Subsidiary if all Liens and Indebtedness
of such Liberty Subsidiary outstanding immediately following such Redesignation would, if incurred at such time, have been permitted
to be incurred by an Unrestricted Subsidiary for all purposes of this Agreement.
(e) Each
Designation, Revocation, Liberty Subsidiary Designation and Redesignation will be effective as of the date of the Borrower’s delivery
to the Administrative Agent of a certificate executed by a Responsible Officer of the Borrower certifying compliance with the applicable
requirements of Section 6.11 (in the case of a Liberty Subsidiary Designation) and this Section 6.16 in connection
with such Designation, Revocation, Liberty Subsidiary Designation or Redesignation.
(f) Not
later than the 30th day after the date of a Revocation or Redesignation, as applicable, the Borrower shall cause Subsidiary resulting
therefrom to comply with the provisions of Section 6.11 as if such Subsidiary was formed or acquired on the date of such Revocation
or Redesignation.
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Section 6.17 CoBank
Equity and Security.
(a) So
long as CoBank (or its affiliate) is a Lender hereunder, the Borrower shall (i) maintain its status as an entity eligible to borrow
from CoBank (or its affiliate) and (ii) acquire equity in CoBank in such amounts and at such times as CoBank may require in accordance
with CoBank’s Bylaws and Capital Plan (as each may be amended from time to time), except that the maximum amount of equity that
the Borrower may be required to purchase in CoBank in connection with the Loans made by CoBank (or its affiliate) may not exceed the
maximum amount permitted by the Bylaws and Capital Plan on the Amendment Effective Date. The Borrower acknowledges receipt of a copy
of (x) CoBank’s most recent annual report, and if more recent, CoBank’s latest quarterly report and (y) CoBank’s
Bylaws and Capital Plan, which describe the nature of all of the CoBank Equities as well as capitalization requirements, and agrees to
be bound by the terms thereof.
(b) Each
party hereto acknowledges that CoBank’s Bylaws and Capital Plan (as each may be amended from time to time) shall govern (i) the
rights and obligations of the parties with respect to the CoBank Equities and any patronage refunds or other distributions made on account
thereof or on account of the Borrower’s patronage with CoBank, (ii) the Borrower’s eligibility for patronage distributions
from CoBank (in the form of CoBank Equities and cash) and (iii) patronage distributions, if any, in the event of a sale of a participation
interest. CoBank reserves the right to assign or sell participations in all or any part of its (or its affiliate’s) Commitments
or outstanding Loans hereunder on a non-patronage basis.
(c) Notwithstanding
anything herein or in any other Loan Document, each party hereto acknowledges that: (i) CoBank has a statutory first Lien pursuant
to the Farm Credit Act of 1971 (as amended from time to time) on all CoBank Equities that the Borrower may now own or hereafter acquire,
which statutory Lien shall be for CoBank’s (or its affiliate’s) sole and exclusive benefit; (ii) during the existence
of any Event of Default, CoBank may at its sole discretion, but shall not be required to, foreclose on its statutory first Lien on the
CoBank Equities and/or set off the value thereof or of any cash patronage against the Obligations; (iii) during the existence of
any Event of Default, CoBank may at its sole discretion, but shall not be required to, without notice except as required by applicable
law, retire and cancel all or part of the CoBank Equities owned by or allocated to the Borrower in accordance with the Farm Credit Act
of 1971 (as amended from time to time) and any regulations promulgated pursuant thereto in total or partial liquidation of the Obligations
for such value as may be required pursuant applicable law and CoBank’s Bylaws and Capital Plan (as each may be amended from time
to time); (iv) the CoBank Equities shall not constitute security for the Obligations due to the Administrative Agent, any other
Lender or any other Secured Party; (v) to the extent that any of the Loan Documents create a Lien on the CoBank Equities, such
Lien shall be for CoBank’s (or its affiliate’s) sole and exclusive benefit and shall not be subject to pro rata sharing hereunder;
(vi) any setoff effectuated pursuant to the preceding clauses (ii) or (iii) may be undertaken whether or not the Obligations
are currently due and payable; and (vii) CoBank shall have no obligation to retire the CoBank Equities upon any Event of Default,
Default or any other default by the Borrower or any other Loan Party, or at any other time, either for application to the Obligations
or otherwise. The Borrower acknowledges that any corresponding tax liability associated with CoBank’s application of the value
of the CoBank Equities to any portion of the Obligations is the sole responsibility of the Borrower.
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ARTICLE 7
NEGATIVE COVENANTS
Until the Commitments have
expired or been terminated and the principal of and interest on each Loan and all fees and other amounts payable hereunder (other than
contingent or indemnification obligations not then due) shall have been paid in full in cash and all Letters of Credit have expired (or
have been cash collateralized or otherwise provided for in full in a manner reasonably satisfactory to the Issuing Bank) and all LC Disbursements
have been reimbursed, the Borrower covenants and agrees with the Credit Parties that:
Section 7.1 Indebtedness.
The Borrower will not, and
will not permit any Subsidiary to, create, incur, assume any Indebtedness, except each of the following:
(a) Indebtedness
under the Loan Documents;
(b) Indebtedness
existing on the Amendment Effective Date and, to the extent in excess of $2,500,000, set forth in Schedule 7.1, and Other Refinancing
Indebtedness with respect thereto;
(c) Indebtedness
(i) of the Borrower owed to any Subsidiary Guarantor, (ii) of any Subsidiary owed to the Borrower or any Subsidiary Guarantor,
(iii) of any Excluded Subsidiary owed to any Subsidiary or the Borrower, and (iv) Indebtedness of any Loan Party to any Subsidiary
that is not a Guarantor, so long as such Indebtedness in this clause (iv) is subordinated in right of payment to the Obligations
on terms reasonably satisfactory to the Administrative Agent (including pursuant to any global intercompany note in form and substance
reasonably acceptable to the Administrative Agent);
(d) Guarantees
(i) by the Borrower of Indebtedness of any Subsidiary Guarantor, (ii) by any Subsidiary Guarantor of Indebtedness of the
Borrower or any other Subsidiary Guarantor, and (iii) by any Excluded Subsidiary of Indebtedness of the Borrower or any Subsidiary;
(e) Indebtedness
(whether secured or unsecured) of the Borrower or any Subsidiary under Hedging Agreements entered into for non-speculative purposes;
(f) unsecured
Indebtedness of the Borrower not in excess of $600,000,000 in aggregate principal amount in respect of the Senior Notes;
(g) unsecured
Indebtedness of the Borrower that constitutes Other Replacement Debt in respect of the Senior Notes (the principal amount of which may
be increased in the same transaction to the extent permitted by Section 7.1(p)); provided that (i) the Other Refinancing
Condition shall have been satisfied and (ii) immediately after the incurrence thereof, no Event of Default shall or would exist;
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(h) (A) Indebtedness
(whether secured or unsecured) of Excluded Subsidiaries in an aggregate principal amount outstanding not to exceed the greater of (x) $400,000,000
and (y) 100.0% of Trailing Adjusted Operating Cash Flow (such amount measured solely when incurred, created or assumed) in connection
with Permitted NMTC Transactions; provided that immediately before and immediately after the incurrence thereof, no Default shall
or would exist, and (B) guarantees by any Loan Party of any such Indebtedness;
(i) Indebtedness
consisting of unsecured guaranties by the Borrower and/or the Subsidiary Guarantors of Indebtedness permitted under Section 7.1(f),
Section 7.1(g), or Section 7.1(p);
(j) Indebtedness
(whether secured or unsecured) of one or more of the Excluded Subsidiaries not in excess of the greater of (x) $132,000,000 and
(y) 33.0% of Trailing Adjusted Operating Cash Flow in aggregate principal amount at any one time outstanding (such amount measured
solely when incurred, created or assumed); provided that immediately before and immediately after the incurrence thereof, no Event
of Default shall or would exist, and any Other Refinancing Indebtedness with respect thereto;
(k) Indebtedness
of a Person who becomes a Subsidiary in connection with an Acquisition permitted by Section 7.5(e) or assumed by the Borrower
or any Subsidiary in connection with an Acquisition permitted by Section 7.5(e), provided that (i) such Indebtedness
is not incurred in contemplation of such Acquisition, (ii) the aggregate principal amount of all such Indebtedness under this Section 7.1(k) shall
not exceed the sum of (1) the greater of (x) $32,000,000 and (y) 8.0% of Trailing Adjusted Operating Cash Flow at any
one time outstanding (such amount measured solely when incurred, created or assumed) plus (2) an unlimited amount, so long as (x) in
the case of Indebtedness incurred under this clause (k) that is secured by a Lien on any of the Collateral on an equal priority
basis or senior priority basis with the Liens securing the First Lien Obligations or secured by assets of the Borrower and the Subsidiaries
that are not Collateral, the First Lien Leverage Ratio, calculated on a Pro Forma Basis, does not exceed 4.00 to 1.00, (y) in the
case of Indebtedness incurred under this clause (k) that is secured by a Lien on any of the Collateral on a basis that is junior
in priority to the Liens on the Collateral securing the First Lien Obligations under this Agreement, the Secured Leverage Ratio, calculated
on a Pro Forma Basis, does not exceed 4.50 to 1.00 and (z) in the case of Indebtedness incurred under this clause (k) that
is unsecured, the Total Leverage Ratio, calculated on a Pro Forma Basis, does not exceed 6.50 to 1.00 and (iii) if any Indebtedness
incurred under this clause (k) is secured by Liens on the Collateral, the holders of such Indebtedness (or an agent on their behalf)
shall have entered into the applicable Intercreditor Agreement (or, if such Intercreditor Agreement shall then exist, shall have become
a party to and otherwise bound by the terms thereof), and in each case any Other Refinancing Indebtedness with respect thereto;
(l) (x) Indebtedness
incurred by the Borrower or any Subsidiary prior to or within 180 days after the acquisition, lease, construction, repair, replacement
or improvement of fixed or capital assets in order to finance such acquisition, lease, construction, repair, replacement or improvement
(whether through the direct purchase of property or the Equity Interests of any person owning such property) and (y) Capital Lease
Obligations, in an aggregate principal amount under this clause (l) not to exceed the greater of (x) $132,000,000 and (y) 33.0%
of Trailing Adjusted Operating Cash Flow at any one time outstanding (such amount measured solely when incurred, created or assumed),
and any Other Refinancing Indebtedness with respect thereto; provided that, with respect to Indebtedness incurred in accordance
with clause (y), immediately before and immediately after the incurrence thereof, no Event of Default shall or would exist;
146
(m) Capital
Lease Obligations of the Borrower or any one or more of the Subsidiary Guarantors to any one or more of the Excluded Subsidiaries (other
than an Unrestricted Subsidiary) in an aggregate principal amount not to exceed the greater of (x) $64,000,000 and (y) 16.0%
of Trailing Adjusted Operating Cash Flow at any one time outstanding (such amount measured solely when incurred, created or assumed);
provided that (i) each such Capital Lease Obligation shall be on terms and conditions not less favorable to the Borrower
or such Subsidiary Guarantor than could be obtained on an “arm’s length” basis from unrelated third parties and (ii) immediately
before and immediately after the incurrence thereof, no Event of Default shall or would exist;
(n) Indebtedness
incurred in connection with Sale and Leaseback Transactions involving any Tower (excluding antennae and electronic communications equipment),
which, to the extent secured by Liens, is secured solely by one or more Towers and the proceeds thereof; provided that (i) the
aggregate principal amount of all such Indebtedness shall not exceed the greater of (x) $160,000,000 and (y) 40.0% of Trailing
Adjusted Operating Cash Flow at any one time outstanding (such amount measured solely when incurred, created or assumed), and (ii) immediately
before and immediately after the incurrence thereof, no Event of Default shall or would exist, and any Other Refinancing Indebtedness
with respect thereto;
(o) Indebtedness
(whether secured or unsecured) of the Borrower or any of the Subsidiaries in an aggregate principal amount not to exceed the greater
of (x) $26,800,000 and (y) 6.7% of Trailing Adjusted Operating Cash Flow at any one time outstanding (such amount measured
solely when incurred, created or assumed), and any Other Refinancing Indebtedness with respect thereto; provided that immediately
before and immediately after the incurrence thereof, no Event of Default shall or would exist;
(p) unsecured
Indebtedness of the Borrower or any of the Subsidiaries; provided that (i) all such Indebtedness incurred after the Amendment
Effective Date shall have a final stated maturity date that is no earlier than the Existing Revolving Facility Maturity Date, (ii) immediately
before and immediately after the incurrence thereof, no Event of Default shall or would exist and (iii) immediately after giving
Pro Forma Effect thereto, the Total Leverage Ratio would not exceed 6.50:1.00, and any Other Refinancing Indebtedness with respect thereto;
(q) Indebtedness
of the Borrower and the Subsidiaries incurred after the Amendment Effective Date in respect of Investments made after the Amendment Effective
Date and permitted by Section 7.4(h);
(r) obligations
of the Borrower or any of the Subsidiaries owed to the Borrower or any of the Subsidiaries under services agreements for the provision
of network capacity to the extent characterized as Capital Lease Obligations;
147
(s) Indebtedness
of any one or more Securitization Entities in connection with one or more Securitizations with an aggregate principal amount not in excess
of the greater of (x) $200,000,000 and (y) 50.0% of Trailing Adjusted Operating Cash Flow at any one time outstanding (such
amount measured solely when incurred, created or assumed), and any Other Refinancing Indebtedness with respect thereto;
(t) secured
Indebtedness of the Borrower or any of the Subsidiaries; provided that (i) all such Indebtedness incurred after the Amendment
Effective Date shall have a final stated maturity date that is no earlier than the Existing Revolving Facility Maturity Date, (ii) immediately
before and immediately after the incurrence thereof, no Event of Default shall or would exist, (iii) immediately after giving Pro
Forma Effect thereto, (x) in the case of Indebtedness incurred under this clause (t) that is secured by a Lien on any of
the Collateral on an equal priority basis or senior priority basis with the Liens securing the First Lien Obligations or secured by assets
of the Borrower and the Subsidiaries that are not Collateral, the First Lien Leverage Ratio, calculated on a Pro Forma Basis, would not
exceed 4.00 to 1.00 or (y) in the case of Indebtedness incurred under this clause (t) that is secured by a Lien on any of
the Collateral on a basis that is junior in priority to the Liens on the Collateral securing the First Lien Obligations under this Agreement,
the Secured Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 4.50 to 1.00, and (iv) if any Indebtedness incurred
under this clause (t) is secured by Liens on the Collateral, the holders of such Indebtedness (or an agent on their behalf) shall
have entered into the applicable Intercreditor Agreement (or, if such Intercreditor Agreement shall then exist, shall have become a party
to and otherwise bound by the terms thereof), and any Other Refinancing Indebtedness with respect thereto;
(u) Indebtedness
in an aggregate principal amount (such outstanding amount measured solely when incurred, created or assumed) not to exceed 100% of the
Net Proceeds received by the Borrower after the Amendment Effective Date from the issuance and sale of its Qualified Equity or any cash
contribution to its common equity that, in each case, is Not Otherwise Applied, and any Other Refinancing Indebtedness with respect thereto;
(v) Permitted
Incremental Equivalent Debt and any Other Refinancing Indebtedness with respect thereto;
(w) Indebtedness
consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in
each case, in the ordinary course of business; and
(x) to
the extent constituting Indebtedness, (i) obligations in an aggregate amount not exceeding $350,000,000 related to grants or awards
from governmental entities, non-profit entities or other foundations and (ii) guarantees by any Loan Party of any such Indebtedness;
For purposes of determining
compliance with this Section 7.1: (i) in the event that an item of Indebtedness (or any portion thereof) at any time, whether
at the time of incurrence or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of
more than one of the categories of permitted Indebtedness described in clauses (a) through (x) above, the Borrower, in its
sole discretion, may divide and classify and may subsequently re-divide and reclassify, such item of Indebtedness (or any portion thereof)
and will only be required to include the amount and type of such Indebtedness (or a portion thereof) in such of the above clauses as
determined by the Borrower at such time; provided that all Indebtedness incurred hereunder on the Amendment Effective Date will,
at all times, be treated as incurred on the Amendment Effective Date under Section 7.1(a) and may not be reclassified; and
(ii) the Borrower is entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described
in the first paragraph of this Section 7.1 in accordance with Section 1.6, subject to the proviso to the preceding clause
(i).
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This Agreement will not treat
(1) unsecured Indebtedness as subordinated or junior in right of payment to secured Indebtedness merely because it is unsecured
or (2) senior Indebtedness as subordinated or junior in right of payment to any other senior Indebtedness merely because it has
a junior priority with respect to the same collateral.
The accrual of interest, the
accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be an incurrence
of Indebtedness for purposes of this Section 7.1. The principal amount of any non-interest-bearing Indebtedness or other discount
security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrower
dated such date prepared in accordance with GAAP.
Section 7.2 Liens.
The Borrower will not, and
will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter
acquired by it, except:
(a) Liens
created under the Loan Documents;
(b) Permitted
Encumbrances;
(c) any
Lien on any property or asset of the Borrower or any Subsidiary to the extent existing on the Amendment Effective Date and, to the extent
securing Indebtedness in an aggregate principal amount in excess of $2,500,000, set forth in Schedule 7.2; provided that
such Lien shall secure only those obligations which it secured on the Amendment Effective Date and any extensions, renewals and replacements
thereof that do not increase the amount thereof, other than accrued interest, fees, premiums (if any) and penalties thereon and reasonable
fees and expenses associated with any such extension, renewal or replacement;
(d) (i) Liens
to secure the Indebtedness permitted by Section 7.1(e), (k)(ii)(1), (k)(2)(x), (k)(2)(y), (l), (m), (n), (o), (r), (t) or
(v), (ii) Liens (other than Liens on Collateral) to secure the Indebtedness permitted by Section 7.1(h) or (j) and
(iii) Liens securing grants or awards from governmental entities, non-profit entities or other foundations so long as the aggregate
repayment obligations (if any) due and payable under such grants or awards do not exceed $350,000,000 at any one time outstanding (such
amount measured solely when any such repayment obligation becomes due and payable);
149
(e) any
Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property
or asset of any Person that becomes a Subsidiary after the Amendment Effective Date prior to the time such Person became or becomes a
Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such
Person becoming a Subsidiary, as applicable, (ii) such Lien shall not apply to any other property or assets of the Borrower or
any Subsidiary (plus (A) improvements on such property, accessions, proceeds, replacements or distributions in respect thereof,
and (B) if such Liens encumbered types of assets, additional assets of that same type) and (iii) such Lien shall secure only
the Indebtedness and other obligations that it secures on the date of such acquisition or the date such Person becomes a Subsidiary,
as applicable, and any Other Refinancing Indebtedness in respect of such Indebtedness;
(f) any
encumbrance or restriction (including, without limitation, put and call agreements and transfer restrictions, but not other Liens) with
respect to the Equity Interest of any joint venture or similar arrangement created pursuant to the joint venture or similar agreements
with respect to such joint venture or similar arrangement;
(g) Liens
in an aggregate amount not exceeding the greater of (x) $20,000,000 and (y) 5.0% of Trailing Adjusted Operating Cash Flow
at any one time outstanding (such amount measured solely when incurred, created or assumed);
(h) Liens
on Equity Interests of Unrestricted Subsidiaries securing obligations of such Unrestricted Subsidiaries;
(i) Liens
on the property of any Securitization Entity pursuant to a Securitization, the sale of accounts receivable pursuant to a Securitization
and Liens resulting from the characterization of such sale as secured indebtedness; and
(j) any
modifications, replacements, renewals or extensions (or successive modifications, replacements, renewals or extensions), in whole or
in part, of any Liens referred to in any of clauses (c), (d) or (e); provided, that any such Lien will be limited to all
or part of the same property that secured the original Lien (plus (i) improvements on such property, accessions, proceeds, replacements
or distributions in respect thereof, and (ii) if such Liens encumbered types of assets, additional assets of that same type).
For purposes of determining
compliance with this Section 7.2, (i) a Lien need not be incurred solely by reference to one clause described in the preceding
paragraph, but is permitted to be incurred in part under any combination thereof and of any other available exemption and (ii) in
the event that a Lien (or any portion thereof) meets the criteria of one or more of the clauses described in the preceding paragraph,
the Borrower will, in its sole discretion, be entitled to divide, classify or reclassify, in whole or in part, any such Lien (or any
portion thereof) among one or more of such clauses in any manner at any time in accordance with Section 1.6; provided that
the Liens securing Indebtedness incurred hereunder on the Amendment Effective Date will, at all times, be treated as incurred under clause
(a) of the preceding paragraph and may not be reclassified in accordance with Section 1.6.
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Section 7.3 Fundamental
Changes.
(a) The
Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person
to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of related
transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired), or liquidate or dissolve,
except that, provided that both immediately before and after giving effect thereto, no Event of Default shall or would exist:
(i) the
Borrower may merge or consolidate with any Person; provided that (x) (a) the Borrower shall be the surviving entity
thereof or (b) if the surviving entity is not the Borrower (such other person, the “Successor Borrower”), (i) the
Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof or the District of
Columbia, (ii) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other
Loan Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (iii) each
Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement hereto confirmed that its Guarantee
hereunder shall apply to any Successor Borrower’s obligations under this Agreement, (iv) each Guarantor, unless it is the
other party to such merger or consolidation, shall have by a supplement to any applicable Security Document affirmed that its obligations
thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (iii) and (v) the Successor Borrower shall have
delivered to the Administrative Agent (1) a certificate of a Responsible Officer stating that such merger or consolidation does
not violate this Agreement or any other Loan Document and (2) if requested by the Administrative Agent, an opinion of counsel to
the effect that such merger or consolidation does not create a Default under this Agreement and covering such other matters as the Administrative
Agent may reasonably request (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be
substituted for, the Borrower under this Agreement), (y) immediately after giving effect thereto, the Borrower or the Successor
Borrower, as applicable, shall be in compliance on a Pro Forma Basis with the Financial Covenant as of the most recent fiscal quarter
end (assuming, for purposes of the Financial Covenant, that all mergers, acquisitions and dispositions consummated since the first day
of such fiscal quarter, had occurred on the first day of such fiscal quarter) and (z) to the extent reasonably requested by the
Administrative Agent at least 10 Business Days prior to the consummation of such transaction, the Administrative Agent shall have received
at least three Business Days prior to such consummation all documentation and other information in respect of the Successor Borrower
required under applicable “know your customer” and Anti-Money Laundering Laws;
(ii) (A) any
Subsidiary may merge or consolidate with or into the Borrower in a transaction in which the Borrower is the surviving Person, (B) any
Subsidiary Guarantor may merge or consolidate with or into any Subsidiary in a transaction in which a Subsidiary Guarantor is the surviving
Person, and (C) any Excluded Subsidiary may merge or consolidate with or into any other Subsidiary (including another Excluded
Subsidiary) in a transaction in which such other Subsidiary is the surviving Person;
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(iii) any
Subsidiary may merge or consolidate with any other Person; provided that (x) either such Subsidiary is the surviving Person
and such merger or consolidation is not prohibited by Section 7.5 or (y) such other Person is the surviving Person and either
such merger or consolidation is not prohibited by Section 7.7 or such merger or consolidation is not prohibited by Section 7.5;
provided, further, that if such Subsidiary was a Subsidiary Guarantor and such other Person is the surviving Person, (a) such
surviving Person shall be an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia,
(b) such successor Person shall, to the extent required by, and in accordance with, Section 6.11, become a Subsidiary Guarantor
by expressly assuming all the obligations of applicable Subsidiary Guarantor under this Agreement and the other Loan Documents pursuant
to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent;
(iv) (A) the
Borrower may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to any Subsidiary Guarantor, (B) any
Subsidiary Guarantor may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to any
other Subsidiary Guarantor (upon voluntary liquidation or dissolution or otherwise), and (C) any Excluded Subsidiary may sell,
transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or any Subsidiary (upon voluntary liquidation
or dissolution or otherwise);
(v) any
Subsidiary may sell, transfer, lease or otherwise dispose of its assets, provided that such sale, transfer, lease or other disposition
is permitted by (i) Section 7.7 (other than Section 7.7(c)(ii)) or (ii) Section 7.8 (other than Section 7.8(n)(ii));
and
(vi) any
Subsidiary may liquidate, wind up or dissolve so long as (A) the assets of any such Subsidiary that is a Subsidiary Guarantor are
transferred to the Borrower or another Subsidiary Guarantor, or (B) the assets of any such Subsidiary that is an Excluded Subsidiary
are transferred to the Borrower or a Subsidiary;
provided
further that, any determination as to whether a Person (including the Borrower or any Subsidiary) has sold, transferred, leased or otherwise
disposed of all or substantially all of its assets in connection with any transaction shall exclude from such determination all Liberty
Dividend Assets involved in such transaction. Notwithstanding anything herein to the contrary, any transaction by the Borrower or any
Subsidiary the purpose of which is to redomesticate such entity in any United States jurisdiction (including any state or territory thereof
or the District of Columbia) shall be permitted under the Loan Documents so long as such redomestication is for a bona fide business
purpose.
(b) The
Borrower will not, and will not permit any Subsidiary thereof to, engage in any business other than businesses of the type conducted
by the Borrower and the Subsidiaries on the Amendment Effective Date, the ownership of the Equity Interests of any Liberty Subsidiary
or the Contributed Ventures Assets, and businesses which are now, or which in the future shall have become, reasonably related thereto
or a reasonable extension thereof, and any other Similar Business.
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Section 7.4 Investments.
The Borrower will not, and
will not permit any Subsidiary to, purchase, hold or acquire (including pursuant to any merger) any Equity Interest, evidences of indebtedness
or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make any loans or advances to,
or make any Guarantee of any obligations of, any other Person (all of the foregoing, “Investments”), except:
(a) Investments
in Cash Equivalents;
(b) (i) Investments
existing on, or contractually committed as of, the Amendment Effective Date and, to the extent the Fair Market Value of any such Investment
is in excess of $2,500,000, set forth on Schedule 7.4, (ii) Investments existing on the Amendment Effective Date by the
Borrower in the Equity Interests of any subsidiary and of any Subsidiary in any subsidiary, and (iii) Investments in CoBank Equities
and any other stock or securities of, or Investments in, CoBank or its investment services or programs;
(c) Investments
by any Person in existence at the time such Person becomes a Subsidiary; provided such Investment was not made in connection with
or anticipation of such Person becoming a Subsidiary;
(d) Investments
permitted by (i) Section 7.3, (ii) Section 7.5 (other than Section 7.5(d)) or (iii) Section 7.9;
(e) Investments
(i) made by the Borrower in any Subsidiary Guarantor, (ii) made by any Subsidiary Guarantor in the Borrower or any other
Subsidiary Guarantor, (iii) made by any Excluded Subsidiary in any other Excluded Subsidiary, or (iv) by any Subsidiary in
any Loan Party;
(f) loans,
advances and Guarantees of Indebtedness permitted by Section 7.1;
(g) Guarantees
by the Borrower or any Subsidiary to the extent that, immediately before and immediately after giving Pro Forma Effect thereto (i) no
Default shall or will exist, and (ii) the Secured Leverage Ratio would not be greater than 4.00:1.00;
(h) Investments
(other than Guarantees) by the Borrower and the Subsidiaries to the extent that immediately before and immediately after giving effect
thereto no Default shall or would exist, and
(i) immediately
before and immediately after giving Pro Forma Effect thereto the Secured Leverage Ratio would not be greater than 4.00:1.00, or
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(ii) immediately
after giving effect thereto (1) the aggregate outstanding principal balance of all debt Investments (valued at the time of the
making thereof) made pursuant to this Section 7.4(h)(ii) since the Amendment Effective Date would not exceed the greater
of (x) $32,000,000 and (y) 8.0% of Trailing Adjusted Operating Cash Flow, and (2) the aggregate outstanding amount
of all other Investments (valued at the time of the making thereof) made pursuant to this Section 7.4(h)(ii) since the Amendment
Effective Date would not exceed the greater of (x) $32,000,000 and (y) 8.0% of Trailing Adjusted Operating Cash Flow;
(i) Investments
under Hedging Agreements permitted hereunder;
(j) Investments
arising out of the receipt by the Borrower or any Subsidiary of non-cash consideration for any sale of assets permitted under Section 7.7;
(k) Investments
arising out of the receipt by the Borrower or any Subsidiary of Restricted Payments permitted under Section 7.8 (other than Section 7.8(n)(iii))
or from any Liberty Subsidiary;
(l) Investments
by the Borrower or any Subsidiary in an amount not to exceed the Cumulative Credit at the time of the making of such Investment (measured
as of the date such Investment is made); provided that no Event of Default has occurred and is continuing or would result therefrom;
(m) Investments
pursuant to Permitted NMTC Transactions;
(n) Investments
received in connection with the bankruptcy or reorganization of suppliers and customers of the Borrower or any Subsidiary in settlement
of obligations and disputes;
(o) Investments
in Excluded Subsidiaries to the extent funded with the proceeds of a concurrent distribution from one or more Excluded Subsidiaries;
(p) loans
and advances to employees in the ordinary course of business not in excess of the greater of (x) $20,000,000 and (y) 5.0%
of Trailing Adjusted Operating Cash Flow in aggregate principal amount outstanding at any one time (such amount measured solely when
such loans or advances are made);
(q) [reserved];
(r) Investments
between or among the Borrower, the Subsidiaries and the Liberty Subsidiaries for cash management purposes in the ordinary course of business;
(s) Investments
to the extent that payment for such Investments is made with Qualified Equity of the Borrower that is Not Otherwise Applied;
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(t) Investments
by the Borrower or any Subsidiary in a Liberty Subsidiary (x) with the proceeds of any contribution to the common equity capital
of the Borrower or the sale of Equity Interests of the Borrower permitted under Section 7.7 or (y) that consists of a capital
contribution (by means of any transfer of cash or other property) by the Borrower or any Subsidiary, the proceeds of which are then promptly
used by such Liberty Subsidiary to make a capital contribution, dividend or distribution to a Subsidiary;
(u) [reserved];
and
(v) Investments
in Unrestricted Subsidiaries or in joint ventures in an amount outstanding pursuant to this clause (v) (valued at the time of the
making thereof,) not to exceed the greater of (x) $12,000,000 and (y) 3.0% of Trailing Adjusted Operating Cash Flow; provided
that in the case of clauses (h), (l), (o) and (v) above, no Investment in an Unrestricted Subsidiary made pursuant to any
such clause may be in the form of intellectual property that is material to the business of the Borrower and its Subsidiaries. For the
avoidance of doubt, the outstanding amount of any Investment made pursuant to this Section 7.4 shall be reduced by any returns
on such Investments received by the Borrower or any Subsidiary without duplication of any returns on Investments that increase the Cumulative
Credit.
For purposes of determining
compliance with this Section 7.4, (i) an Investment need not be incurred solely by reference to one clause described in the
preceding paragraph, but is permitted to be incurred in part under any combination thereof and of any other available exemption and (ii) in
the event that an Investment (or any portion thereof) meets the criteria of one or more of the clauses described in the preceding paragraph,
the Borrower will, in its sole discretion, be entitled to divide, classify or reclassify, in whole or in part, any such Investment (or
any portion thereof) among one or more of such clauses in any manner at any time.
Section 7.5 Acquisitions.
The Borrower will not, and
will not permit any Subsidiary to (i) purchase or otherwise acquire (in any one transaction or any series of related transactions
and, including by merger, consolidation or otherwise) (1) all or substantially all of the property of any Person or (2) any
business or division of any Person, or (ii) cause any Person to become a Subsidiary thereof (each of the transactions described
in clauses (i) and (ii) immediately above, an “Acquisition”), except:
(a) Acquisitions
by (i) the Borrower from any Subsidiary Guarantor, (ii) any Subsidiary Guarantor from the Borrower or any other Subsidiary,
and (iii) the Borrower or any Subsidiary Guarantor from any Subsidiary or, in the case of Permitted NMTC Transactions, NMTC Subsidiary;
(b) Acquisitions
by any Excluded Subsidiary from any other Excluded Subsidiary; provided that after giving effect to any such Acquisition no Unrestricted
Subsidiary shall own any intellectual property that is material to the business of the Borrower and its Subsidiaries;
(c) Acquisitions
by the Borrower or any Subsidiary involving consideration to be paid by the Borrower and the Subsidiaries in an amount not to exceed
the Cumulative Credit at the time of the making of such Acquisition (measured as of the date such Acquisition is made); provided
that no Event of Default has occurred and is continuing or would result therefrom;
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(d) Acquisitions
permitted by Section 7.4 (other than Section 7.4(d)(ii));
(e) Acquisitions
by the Borrower or any Subsidiary, if each of the following conditions is met:
(i) immediately
before and immediately after giving effect thereto no Default shall or would exist;
(ii) the
Board of Directors of the Person to be acquired shall not have indicated publicly its opposition to the consummation of such transaction
(which opposition has not been publicly withdrawn);
(iii) all
transactions in connection therewith shall be consummated in accordance with all applicable requirements of law (including, without limitation,
all State Law and State Regulations);
(iv) [reserved];
and
(v) (A) immediately
before and immediately after giving Pro Forma Effect to such transaction, the Secured Leverage Ratio would not be greater than 4.00:1.00,
or (B) immediately after giving effect thereto, the aggregate consideration paid by the Borrower and the Subsidiaries pursuant
to this Section 7.5(e)(v)(B) since the Amendment Effective Date would not exceed the greater of (x) $32,000,000 and
(y) 8.0% of Trailing Adjusted Operating Cash Flow (such amount measured solely when any such Acquisition is consummated);
provided
that the aggregate amount of Acquisitions of Subsidiaries of the Borrower that are not Subsidiary Guarantors under this clause (e) shall
not exceed the greater of (x) $32,000,000 and (y) 8.0% of Trailing Adjusted Operating Cash Flow (such amount measured solely
when such Acquisition is consummated);
(f) Acquisitions
arising out of the receipt by the Borrower or any Subsidiary of property or assets pursuant to an asset sale made by a Liberty Subsidiary;
and
(g) Acquisitions
made on or prior to the Amendment Effective Date in compliance with the Existing Credit Agreement.
For purposes of determining
compliance with this Section 7.5, (i) an Acquisition need not be incurred solely by reference to one clause described in
the preceding paragraphs, but is permitted to be incurred in part under any combination thereof and of any other available exemption
and (ii) in the event that an Acquisition (or any portion thereof) meets the criteria of one or more of the clauses described in
the preceding paragraphs, the Borrower will, in its sole discretion, be entitled to divide, classify or reclassify, in whole or in part,
any such Acquisition (or any portion thereof) among one or more of such clauses in any manner at any time.
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Section 7.6 [Reserved].
Section 7.7 Dispositions.
The Borrower will not, and
will not permit any Subsidiary to, Dispose (including pursuant to a merger or a Division) of any asset (other than cash and Cash Equivalents),
including any Equity Interest (but not including the issuance of any Equity Interest of the Borrower), and the Borrower will not permit
any Subsidiary to issue any Equity Interest, except:
(a) (i) sales,
transfers, leases and other dispositions of used or surplus equipment or other obsolete or, in the reasonable judgment of Borrower, unnecessary
assets, (ii) the licensing of intellectual property by the Borrower to any Subsidiary Guarantor, (iii) the substantially
contemporaneous exchange of equipment by any Subsidiary for property of a like kind, to the extent that the equipment received by such
Subsidiary in such exchange is of a value equivalent to the value of the equipment exchanged (provided that after giving effect
to such exchange, the value of the property subject to perfected first priority Liens in favor of the Administrative Agent under the
Security Documents is not materially reduced), and (iv) the sale, transfer or other disposition of property and inventory in the
ordinary course of business;
(b) sales,
transfers, leases and other dispositions (i) made by the Borrower to any Subsidiary Guarantor, (ii) made by any Subsidiary
to the Borrower or any Subsidiary Guarantor, and (iii) made by any Excluded Subsidiary to any other Excluded Subsidiary or to the
Borrower or any Subsidiary;
(c) (i) Liens
permitted by Section 7.2, (ii) sales, transfers, leases and other dispositions permitted by Section 7.3 (other than
Section 7.3(a)(iii)(y) (solely as it refers to this Section 7.7)), (iii) Investments permitted by Section 7.4,
(iv) Acquisitions permitted by Section 7.5, (v) Sale and Leaseback Transactions permitted by Section 7.6, and
(vi) Restricted Payments permitted by Section 7.8 (other than Section 7.8(n)(vi));
(d) the
sale, transfer, lease and other disposition or abandonment of intellectual property that is, in the reasonable judgment of the Borrower,
no longer economically practicable to maintain or useful in the conduct of the business of the Borrower and the Subsidiary Guarantors
taken as a whole;
(e) the
sale or discount, in each case without recourse and in the ordinary course of business, of overdue accounts receivable arising in the
ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice
(and not part of any bulk sale or financing of receivables);
(f) sales
of accounts receivable, proceeds thereof and interests therein under any Securitization;
(g) issuances
of Equity Interests (i) by any Subsidiary (x) to the Borrower or any Subsidiary or (y) to any other Person so long
as the issuance of such Equity Interests are made pro rata based on the ownership of the Equity Interests of such Subsidiary immediately
prior to such issuance, (ii) by any Excluded Subsidiary to any other Excluded Subsidiary (other than any Unrestricted Subsidiary)
or to the Borrower or any Subsidiary and (iv) by GCI Holdings to Ventures Holdco or any other Liberty Subsidiary (provided that
such other Liberty Subsidiary pledges such Equity Interests pursuant to the Ventures Holdco Pledge Agreement or another pledge agreement
in form and substance substantially similar to the Ventures Holdco Pledge Agreement);
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(h) any
sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;
(i) issuances
of Equity Interests by any Subsidiary to the extent arising out of (i) an Investment by the Borrower or any other Subsidiary permitted
by Section 7.4, (ii) a sale, transfer or other disposition by the Borrower or any Subsidiary permitted by Section 7.7(j),
or (iii) a Restricted Payment made by the Borrower or any Subsidiary permitted by Section 7.8;
(j) sales,
transfers, leases and other dispositions of assets by the Borrower or any Subsidiary and issuances of Equity Interests by a Subsidiary,
if each of the following conditions is met:
(i) immediately
before and immediately after giving effect thereto, no Default shall exist or would occur;
(ii) the
aggregate consideration received by the Borrower and the Subsidiaries in connection therewith shall not be less than the Fair Market
Value of the property transferred by the Borrower and the Subsidiaries in connection therewith;
(iii) the
terms thereof shall be “arm’s length”; and
(iv) immediately
before and immediately after giving Pro Forma Effect thereto, the Secured Leverage Ratio would not be greater than 4.00:1.00;
(k) sales,
transfers, leases and other dispositions of Real Property owned by the Borrower or any Subsidiary as of the Amendment Effective Date
or Towers in a Sale and Leaseback Transaction to the extent that the incurrence of Indebtedness and Liens with respect to such transaction
are permitted by Section 7.1 and Section 7.2;
(l) sales,
transfers, leases and other dispositions of Equity Interests of any Liberty Subsidiary by the Borrower or any Subsidiary;
(m) the
Disposition of property; provided that (i) except in the case of a Permitted Asset Swap, at least 75% of the consideration
received in connection therewith consists of cash or Cash Equivalents (provided, however, that (x) any Designated
Non-Cash Consideration received by the Borrower or the applicable Subsidiary having an aggregate Fair Market Value, taken together with
all other Designated Non-Cash Consideration received pursuant to this subclause (i) that is at that time outstanding, not in excess
of the greater of (1) $32,000,000 and (2) 8.0% of Trailing Adjusted Operating Cash Flow, calculated at the time of the receipt
of the Designated Non-Cash Consideration (with the Fair Market Value of each item of Designated Non-Cash Consideration being measured
at the time received and without giving effect to subsequent changes in value), shall be deemed to be cash consideration, (y) any
securities, notes or other obligations or assets received by the Borrower or any Subsidiary from such transferee or in connection with
such Disposition (including earn-outs and similar obligations) that are converted by the Borrower or a Subsidiary into cash or Cash Equivalents,
or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received)
within 180 days following the closing of such Disposition, shall be deemed to be cash consideration in an amount equal to the amount
of such cash consideration and (z) any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance
sheet provided hereunder or in the footnotes thereto) of the Borrower or such Subsidiary, other than liabilities that are by their terms
subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition
and for which the Borrower or such Subsidiary shall have been validly released by the applicable creditors in writing shall be deemed
to be cash consideration in an amount equal to the liabilities so assumed), (ii) at the time of such Disposition no Event of Default
exists or would result therefrom and (iii) the Net Proceeds thereof are applied in accordance with Section 2.7(c);
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(n) (i) any
termination of any lease in the ordinary course of business, (ii) any expiration of any option agreement in respect of real or
personal property and (iii) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual
rights or litigation claims (including in tort) in the ordinary course of business; and
(o) terminations
or unwinds of Hedging Agreements; provided that notwithstanding the foregoing, in no event shall the Borrower or any Subsidiary
dispose of, contribute or otherwise transfer to an Unrestricted Subsidiary any intellectual property that is material to the business
of the Borrower and its Subsidiaries.
Section 7.8 Restricted
Payments.
The Borrower will not, and
will not permit any Subsidiary to, declare or make, or agree to pay for or make any Restricted Payment, except:
(a) the
Borrower may declare and pay dividends and other distributions with respect to its Equity Interests payable solely in common Equity Interests;
(b) (i) any
Subsidiary may declare and make Restricted Payments to the Borrower or any other Subsidiary, and (ii) any Excluded Subsidiary may
declare and pay Restricted Payments to the Borrower or any Subsidiary;
(c) any
Subsidiary that is not a Wholly Owned Subsidiary may declare and pay cash dividends to its equity holders generally so long as the Borrower
(or a Subsidiary thereof which owns the equity interests in the Subsidiary paying such dividend) receives at least its proportional share
thereof (based upon its relative holding of the equity interests in the Subsidiary paying such dividend and taking into account the relative
preferences, if any, of the various classes of Equity Interests issued by such Subsidiary);
(d) all
Restricted Payments made on or prior to the Amendment Effective Date in compliance with the Existing Credit Agreement;
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(e) the
Borrower may declare and pay Restricted Payments directly or indirectly to any direct or indirect parent of the Borrower (A) to
permit payment of franchise and similar Taxes, and other fees and expenses, required to maintain its corporate existence, (B) for
any taxable period (or portion thereof) for which the Borrower and/or any of its subsidiaries are members of a consolidated, combined
or similar income, franchise, or similar Tax group for U.S. federal and/or applicable state or local income, franchise, or similar Tax
purposes of which a current or former direct or indirect parent of the Borrower (or the successor thereto) is the common parent (a “Tax
Group”) or for which the Borrower is a disregarded entity or a partnership owned directly or indirectly by a corporate parent
(a “Corporate Parent”), to pay the portion of any consolidated, combined or similar U.S. federal, state or local income,
franchise, or similar Taxes of such Tax Group (either directly or through a payment under the GCI Divestiture Tax Sharing Agreement),
or the portion of the U.S. federal, state or local income, franchise, or similar Taxes of such Corporate Parent (or any consolidated,
combined or similar income, franchise or similar Tax group of which such Corporate Parent is a member), as applicable, for such taxable
period (or portion thereof) that are attributable to the income or, for franchise and similar tax purposes, other applicable Tax items
(including, without limitation, gross receipts) of the Borrower and/or its applicable subsidiaries; provided that (i) for any taxable
period, the amount distributable under this Section 7.8(e)(B) to direct or indirect parents of the Borrower, in the aggregate
shall not exceed the amount of such Taxes that the Borrower and/or its applicable subsidiaries would have paid had the Borrower and/or
such subsidiaries, as applicable, been a stand-alone corporate taxpayer (or stand-alone corporate group) for all relevant taxable periods
(or portions thereof) and (ii) distributions in respect of an Unrestricted Subsidiary shall be permitted under this paragraph (e) only
to the extent that cash distributions were made by such Unrestricted Subsidiary to any Loan Party for such purpose, (C) to permit
payments with respect to each applicable taxable year required to be paid by GCI Liberty (or its successor or assign) pursuant to the
GCI Divestiture Tax Receivables Agreement, to the extent such payments (x) are (i) based on actual cash Tax savings resulting
from the basis step-up attributable to elections (including protective elections) under Section 336(e) or 338(h)(10) of
the Code and the US Treasury regulations thereunder (and any comparable provisions of state or local tax law) in connection with the
GCI Spin-Off and (ii) attributable (based on the computation set forth in the GCI Divestiture Tax Receivables Agreement) to the
portion of such basis step-up resulting from Applicable Taxes exceeding $420,000,000, or (y) consist of any interest on any payments
permitted to be funded under clause (x), excluding, for the avoidance of doubt, any payments of any accelerated lump sum amount (resulting
from any early termination of the GCI Divestiture Tax Receivables Agreement or otherwise) to the extent such accelerated lump sum amount
exceeds the amount that would have been payable under the GCI Divestiture Tax Receivables Agreement with respect to the applicable taxable
year in the absence of such acceleration, and (D) without duplication of any amounts otherwise permitted under Section 7.8(e)(A),
(B) or (C), to permit any payment required to be made by GCI Liberty (or its successor or assign), in connection with any dispute
under the GCI Divestiture Tax Sharing Agreement, of GCI Liberty’s portion of the costs of any mediator or independent accountant;
(f) the
Borrower or any Subsidiary may make Restricted Payments in an aggregate amount not to exceed the Cumulative Credit at such time; provided
that Restricted Payments made pursuant to this clause (f) with the OCF Builder Prong or the Starter Prong of the Cumulative
Credit shall only be permitted (A) so long as no Event of Default has occurred and is continuing or would result therefrom and
(B) if, after giving Pro Forma Effect to such Restricted Payment, the Secured Leverage Ratio would not exceed 4.50 to 1.00;
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(g) the
Borrower or any Subsidiary may declare and pay Restricted Payments; provided that (i) immediately before and immediately
after giving effect thereto no Default shall or would exist, and (ii)(A) immediately before and after giving Pro Forma Effect thereto
the Secured Leverage Ratio would not exceed 4.00:1.00, or (B) immediately after giving effect thereto, the amount of all Restricted
Payments made pursuant to this Section 7.8(g)(ii)(B) since the Amendment Effective Date would not exceed the greater of (x) $20,000,000
and (y) 5.0% of Trailing Adjusted Operating Cash Flow in the aggregate (such amount measured solely when any such Restricted Payment
is made);
(h) the
distribution, as a dividend or otherwise, or other transfer or disposition of shares of Equity Interests in (i) Unrestricted Subsidiaries
(other than Unrestricted Subsidiaries substantially all the assets of which are cash and Cash Equivalents) or, (ii) if immediately
before and after giving Pro Forma Effect thereto the Secured Leverage Ratio would not exceed 4.00:1.00, Liberty Subsidiaries;
(i) the
Borrower or any Subsidiary may declare or pay Restricted Payments between or among the Borrower, any Subsidiary or any Liberty Subsidiary
for cash management purposes in the ordinary course of business;
(j) any
Subsidiary may declare or pay Restricted Payments to a Liberty Subsidiary the proceeds of which are then promptly used to declare or
pay, as applicable, a Restricted Payment to the Borrower or any Subsidiary Guarantor;
(k) the
Borrower or any Subsidiary may declare or pay Restricted Payments with the proceeds of any dividend, distribution or capital contribution
received by the Borrower or such Subsidiary from a Liberty Subsidiary; provided that at the time of such dividend, distribution
or capital contribution from such Liberty Subsidiary and after giving effect thereto (x) no Default or Event of Default shall have
occurred and be continuing and (y) the Secured Leverage Ratio shall not exceed 4.50:1.00;
(l) the
Borrower may declare or pay any Restricted Payment in cash, provided that (x) immediately before and immediately after giving effect
to such Restricted Payment no Default shall exist or would occur, and (y) the proceeds thereof are used promptly (i) for
the payment of principal and interest payments then due and owing in respect of Indebtedness of its parent companies or (ii) to
fund any amounts payable pursuant to preferred stock issued by its parent companies;
(m) [reserved];
(n) to
the extent constituting a Restricted Payment, Restricted Payments may be made under any transactions permitted by (i) Section 7.1,
(ii) Section 7.3 (other than Section 7.3(a)(v)(ii)), (iii) Section 7.4, (iv) Section 7.5, (v) Section 7.6,
(vi) Section 7.7 (other than Section 7.7(c)(vi)) and (vii) Section 7.9; and
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(o) the
Borrower or any Subsidiary may make Restricted Payments that are used to purchase, redeem, retire, acquire, cancel or terminate Equity
Interests of the Borrower or any Parent Company, as the case may be, held by officers, directors or employees or former officers, directors
or employees (or their transferees, estates or beneficiaries under their estates); provided, however, that the amount paid in connection
with all such Restricted Payments pursuant to this clause (o) shall not exceed in any fiscal year the greater of (x) $15,000,000
(with unused amounts in any fiscal year permitted to be applied in any subsequent fiscal year) and (y) 5.0% of Trailing Adjusted
Operating Cash Flow (such amount measured solely when made)
Section 7.9 Prepayments.
The Borrower will not, and
will not allow any Subsidiary to, (x) prepay any interest owing under the Senior Notes or Other Replacement Debt or (y) voluntarily
prepay, repurchase, redeem of defease any principal in respect of the Senior Notes or Other Replacement Debt, in each case other than:
(a) prepayments,
repurchases, redemptions or defeasances of any Senior Notes or Other Replacement Debt prior to the stated maturity thereof, in an amount
not to exceed the Cumulative Credit at such time; provided that prepayments made pursuant to this clause (a) with the OCF
Builder Prong or the Starter Prong of the Cumulative Credit shall only be permitted (i) so long as no Event of Default has occurred
and is continuing or would result therefrom and (ii) if, after giving Pro Forma Effect to such prepayment, repayment, repurchase,
redemption or defeasance the Secured Leverage Ratio would not be greater than 4.50 to 1.00;
(b) with
the proceeds of one or more Loans and/or cash on hand, provided that immediately before and immediately after giving Pro Forma
Effect to each such prepayment, the Secured Leverage Ratio would not be greater than 4.00:1.00; or
(c) in
connection with the prepayment of such Indebtedness with cash proceeds from Other Replacement Debt.
Section 7.10 Transactions
with Affiliates.
The Borrower will not, and
will not permit any Subsidiary to, sell, transfer, lease or otherwise dispose of (including pursuant to a merger) any property or assets
to, or purchase, lease or otherwise acquire (including pursuant to a merger) any property or assets from, or otherwise engage in any
other transactions with, any Affiliate thereof (including any Liberty Subsidiary) involving aggregate payments or Fair Market Value in
respect of each such transaction or series of related transactions in excess of the greater of (i) $32,000,000 and (ii) 8.0%
of Trailing Adjusted Operating Cash Flow, except (a) as set forth on Schedule 7.10, (b) for general corporate services
in the ordinary course of business, including the provision of insurance, (c) transactions between or among the Borrower and any
Subsidiary or Subsidiaries, (d) transactions between the Borrower or any Subsidiary and any Liberty Subsidiary at prices and on
terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an “arm’s length”
basis from unrelated third parties, (e) transactions that are in the ordinary course of business at prices and on terms and conditions
not less favorable to the Borrower or such Subsidiary than could be obtained on an “arm’s length” basis from unrelated
third parties, (f) any transaction or series of transactions (including any contract or agreement) with any Liberty Subsidiary
contemplated by, or entered into pursuant to or in connection with, the Reorganization Agreement (including any tax sharing arrangement),
(g) [reserved], (h) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant
to, or the funding of, employment arrangements, equity purchase agreements, stock options and stock ownership plans approved by the board
of directors of the Borrower, (i) the payment of fees, reasonable out-of-pocket costs and indemnities to directors, officers, consultants
and employees of the Borrower and the Subsidiaries in the ordinary course of business, (j) any transaction or series of transactions
(including any contract or agreement) in connection with the Predecessor Liberty Broadband Merger as contemplated by the Predecessor
Liberty Broadband Merger Agreement or the GCI Spin-Off as contemplated by the Liberty Broadband Merger Agreement, (k) transactions
entered into by any Person prior to the time such Person became a Subsidiary or was merged or consolidated into the Borrower or a Subsidiary
(so long as such transactions were not entered into in contemplation of such event), (l) transactions where the only consideration
paid by any Loan Party is Qualified Equity of the Borrower, and (m) the Permitted NMTC Transactions; provided that this
Section shall not apply to (x) any Restricted Payment made by the Borrower to its parent to the extent permitted under Section 7.8,
(y) any transaction between or among the Borrower and/or any Subsidiary, or between or among the Borrower and/or any Subsidiary
and any Liberty Subsidiary (in each case not involving any other Affiliate) to the extent permitted under Sections 7.1, 7.3, 7.4, 7.5,
7.6, 7.7, 7.8, 7.9 or 7.11 or (z) the guarantees permitted under Section 7.1(i).
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Section 7.11 Restrictive
Agreements.
The Borrower will not, and
will not permit any Subsidiary Guarantor to enter into any agreement or other arrangement binding on the Borrower or such Subsidiary
Guarantor that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to
create or incur any Lien (other than Liens prohibited under any cable television Franchise agreement relating to the Borrower or any
Subsidiary Guarantor) upon any of its property or assets, unless such agreement or arrangement does not prohibit, restrict or impose
any condition that has not been satisfied upon the ability of any Loan Party to create or incur any Lien in favor of the Secured Parties
created under the Loan Documents), or (b) the ability of any Subsidiary Guarantor to pay dividends or make other distributions
with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or
to Guarantee Indebtedness of the Borrower or any Subsidiary Guarantor; provided that (i) the foregoing shall not apply to
restrictions and conditions imposed by law or by the Loan Documents, (ii) the foregoing shall not apply to (x) restrictions
and conditions existing on the Amendment Effective Date identified on Schedule 7.11 (but shall apply to any amendment or modification
materially expanding the scope of any such restriction or condition) and (y) any restriction that is not materially more restrictive
(as determined by the Borrower in good faith) than the most restrictive restrictions applicable to such Person existing on the Amendment
Effective Date, (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to
the sale of a Subsidiary or Liberty Subsidiary or all or substantially all of its assets pending such sale, provided that such
restrictions and conditions apply only to the Subsidiary or the Liberty Subsidiary that is to be sold and such sale is permitted hereunder,
(iv) the foregoing shall not apply to restrictions or conditions imposed on any Person that becomes a Subsidiary after the Amendment
Effective Date; provided that (1) such restrictions and conditions exist at the time such Person becomes a Subsidiary and
are not created in contemplation of or in connection with such Person becoming a Subsidiary, and (2) so long as any such restriction
or condition exists, such Person shall be an Excluded Subsidiary, (v) clause (a) of this Section 7.11 shall not apply
to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions
or conditions apply only to the property or assets securing such Indebtedness, (vi) the foregoing shall not apply to restrictions
and conditions imposed by any agreement, document or instrument relating to any Securitization, (vii) the foregoing shall not apply
to restrictions and conditions imposed by law or by the definitive documentation governing (w) the Senior Notes, (x) Permitted
Incremental Equivalent Debt, (y) any Indebtedness incurred in accordance with any of clauses (e), (k), (l), (m), (n), (o), (r),
or (t) of Section 7.1, and (z) Other Refinancing Indebtedness, (viii) clause (a) of this Section 7.11
shall not apply to customary provisions in agreements restricting the assignment of such agreements, (ix) [reserved], (x) the
foregoing shall not apply to (a) restrictions on cash or other deposits imposed by customers under contracts entered into in the
ordinary course of business, (b) customary restrictions and conditions contained in agreements and documents related to Liens permitted
by Section 7.2, so long as (1) such restrictions or conditions relate only to the specific asset subject to such Lien, and
(2) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 7.11,
and (c) customary restrictions contained in leases, subleases, licenses otherwise permitted hereby as long as such restrictions
relate to the assets subject thereto, (xi) the Permitted NMTC Transactions and (xii) any agreement, which in the good faith
judgment of the Borrower, will not impair the Borrower’s ability to perform it obligations under this Agreement or are not more
restrictive, taken as whole, than the terms of this Agreement.
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Section 7.12 [Reserved].
Section 7.13 Amendment
of Material Documents.
The Borrower will not, and
will not permit any Subsidiary to, amend, supplement or otherwise modify, or waive any of its rights under, its certificate of formation,
operating agreement or other organizational documents, in each case other than amendments, modifications or waivers that would not reasonably
be expected to materially and adversely affect the Credit Parties.
Section 7.14 [Reserved].
Section 7.15 First
Lien Leverage Ratio.
Commencing with the first fiscal
quarter ending after the Amendment Effective Date, the Borrower will not permit the First Lien Leverage Ratio to be greater than 4.00:1.00
as of the last day of any Test Period.
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ARTICLE 8
EVENTS OF DEFAULT
Section 8.1 Events
of Default.
If any of the following events
(each an “Event of Default”) shall occur:
(a) the
Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the
same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;
(b) the
Borrower shall fail to pay any interest on any Loan or on any reimbursement obligation in respect of any LC Disbursement or any fee,
commission or any other amount (other than an amount referred to in clause (a) of this Article) payable under any Loan Document,
when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five Business Days;
(c) any
representation or warranty made or deemed made by or on behalf of any Loan Party or Liberty Subsidiary in any Loan Document or any amendment
or modification thereof or waiver thereunder, or in any certificate furnished pursuant to any Loan Document or any amendment or modification
thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made and, to the extent
capable of being cured, such incorrect representation and warranty shall remain incorrect in any material respect for a period of 30
days after written notice thereof from the Administrative Agent to the Borrower;
(d) any
Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 6.2(a), Section 6.3
(solely with respect to the existence of the Borrower), 6.8 or 6.14 or in Article 7, or in Article 11; provided that
a default under the Financial Covenant (a “Financial Covenant Event of Default”) shall not constitute an Event of
Default with respect to any Non-Financial Covenant Facility unless and until the Lenders holding more than 50% of the Financial Covenant
Credit Exposures of all Lenders shall have accelerated the maturity of any Loan (other than a Loan under a Non-Financial Covenant Facility)
outstanding; provided, further, that any Financial Covenant Event of Default is subject to cure pursuant to Section 8.2;
(e) any
Loan Party or Liberty Subsidiary shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document
to which it is a party (other than those specified in clause (a), (b) or (d) of this Section 8.1), and such failure
shall continue unremedied for a period of 30 days after written notice thereof from the Administrative Agent to the Borrower;
(f) the
Borrower or any Subsidiary shall fail to make any payment (whether of principal or interest, and regardless of amount) in respect of
any Material Obligations when and as the same shall become due and payable (after giving effect to any applicable grace period);
(g) any
event or condition occurs that results in, or entitles any Person other than the Borrower or a Subsidiary to cause, (x) the acceleration
of any Material Obligation prior to its scheduled maturity or (y) the early termination of the purchase of accounts receivable
under any Securitization constituting Material Obligations; provided that this clause (g) shall not apply to (i) Material
Obligations owed by any Unrestricted Subsidiary, (ii) secured Indebtedness that becomes due solely as a result of the voluntary
sale, transfer or other disposition of the property or assets securing such Indebtedness, or (iii) Indebtedness that becomes due
as a result of the Borrower or such Subsidiary giving a voluntary notice of prepayment with respect thereto and in accordance with the
terms thereof;
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(h) an
involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or
other relief in respect of the Borrower or any Material Subsidiary or its debts, or of a substantial part of its assets, under any Federal,
state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Material Subsidiary or for a substantial part
of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving
or ordering any of the foregoing shall be entered;
(i) the
Borrower or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization
or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent
to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 8.1(h),
(iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official
for the Borrower or any Material Subsidiary, or for a substantial part of its assets, (iv) file an answer admitting the material
allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or
(vi) take any action for the purpose of effecting any of the foregoing;
(j) the
Borrower or any Material Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become
due;
(k) one
or more judgments for the payment of money in an aggregate amount in excess of $100,000,000 shall be rendered against the Borrower or
any Subsidiary, or any combination thereof (to the extent not fully covered by insurance without taking into account any applicable deductibles)
and the same shall remain undischarged, unpaid or unbonded for a period of 60 consecutive days during which execution shall not be effectively
stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any Subsidiary
to enforce any such judgment;
(l) an
ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred and are continuing, would reasonably
be expected to result in a Material Adverse Effect;
(m) any
Loan Document shall cease, for any reason, to be in full force and effect (other than pursuant to the terms hereof or thereof), or any
Loan Party or any Liberty Subsidiary shall so assert in writing;
(n) any
Lien on any material portion of the Collateral purported to be created under any Security Document shall cease to be, or shall be asserted
by any Loan Party or Liberty Subsidiary in writing not to be, a valid and, except to the extent otherwise permitted by the applicable
Security Document, perfected Lien on any Collateral, with the priority required by the applicable Security Document, except (i) as
a result of the sale or other disposition of the applicable Collateral in a transaction permitted under the Loan Documents or (ii) (A) as
a result of the Administrative Agent’s failure to maintain possession of any stock certificates, promissory notes or other instruments
delivered to it under any Security Document or failure to file a Uniform Commercial Code filing (including any continuation statement),
(B) a Uniform Commercial Code filing having lapsed because a Uniform Commercial Code continuation statement was not filed
in a timely manner or (C) any foreclosure, distraint, sale or similar proceedings have been commenced
with respect to any Collateral;
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(o) one
or more Authorizations of the Borrower or any of its Subsidiaries to own or operate all or any portion of the Communications Business
is not renewed, expires, or is terminated, suspended or revoked, and such nonrenewal, expiration, termination, suspension or revocation
would reasonably be expected to have a Material Adverse Effect; or
(p) a
Change in Control shall have occurred;
then, and in every such event (other than an
event described in clause (h) or (i) of this Section 8.1 with respect to the Borrower), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the request of Lenders holding more than 50% of the Total
Credit Exposure of all Classes affected thereby, taken as a whole, shall, by notice to the Borrower, take either or both of the following
actions, at the same or different times: (i) except for Commitments for which no Event of Default has occurred, terminate the Commitments,
and thereupon such Commitments shall terminate immediately and (ii) except for Loans for which no Event of Default has occurred,
declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due
and payable may thereafter be declared to be due and payable), and thereupon the principal of such Loans so declared to be due and payable,
together with accrued interest thereon and all fees and other obligations of each Loan Party with respect thereto accrued under the Loan
Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (h) or (i) of this
Section 8.1, such Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued
interest thereon and all fees and other obligations of each Loan Party accrued under the Loan Documents, shall automatically become due
and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower and the
Guarantors.
Notwithstanding anything
in the Loan Documents to the contrary (A) if an Event of Default occurs and is continuing, (x) only the Administrative Agent
(on behalf of the Credit Parties) may pursue any available remedy (including enforcement on any Collateral) to collect on the payment
of principal, premium, if any, or interest on the Loans or enforce the performance of any provision of the Loan Documents and (y) no
Credit Party (other than the Administrative Agent) may institute any proceeding with respect to the Loan Documents or for any remedy
hereunder or thereunder and (B) no Default or Event of Default shall be deemed to have occurred under the Loan Documents if such
underlying Default or Event of Default is cured prior to the acceleration of the scheduled maturity of the Loans.
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Section 8.2 Borrower’s
Right to Equity Cure.
Notwithstanding anything
to the contrary contained in this Article 8, in the event of any Event of Default or potential Event of Default under the Financial
Covenant with respect to any fiscal quarter, at any time after the end of such fiscal quarter and until the expiration of the fifteenth
(15th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter or
fiscal year pursuant to Section 6.1, if the Borrower receives a Specified Equity Contribution, the Borrower may apply the amount
of the net cash proceeds thereof to increase Adjusted Operating Cash Flow with respect to such applicable quarter solely for determining
compliance with the Financial Covenant with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter
for which the Specified Equity Contribution cure right was exercised and not for any other purpose under this Agreement; provided that:
(i) such net cash proceeds are actually received by the Borrower as Qualified Equity in cash (including through capital contribution
of such net cash proceeds to the Borrower) no later than fifteen (15) days after the date on which financial statements are required
to be delivered with respect to such fiscal quarter pursuant to Section 6.1; (ii) in each period of four consecutive fiscal
quarters, there shall be at least two fiscal quarters in which no Specified Equity Contribution is made; (iii) no more than five
Specified Equity Contributions shall be made in the aggregate during the term of this Agreement; (iv) the amount of any Specified
Equity Contribution shall be no more than the amount required to cause the Borrower to be in pro forma compliance with the Financial
Covenant for any applicable period; (v) all Specified Equity Contributions used for purposes of this Section 8.2 shall be
disregarded for purposes of determining any financial ratio-based conditions, baskets with respect to the covenants contained in this
Agreement and the calculation of the Cumulative Credit and the application of the pricing grid in the definition of “Applicable
Margin”; (vi) there shall be no pro forma reduction in Indebtedness with the proceeds of any Specified Equity Contribution
for determining compliance with the Financial Covenant for the four fiscal quarter period ending as of the end of the fiscal quarter
for which the Specified Equity Contribution was made (but any such reduction shall be given effect in calculations of the Financial Covenant
in subsequent fiscal quarters); and (vii) no Revolving Lender shall be required to make any extension of credit (including the
extension of a Letter of Credit) under the Existing Revolving Facility during the fifteen (15) day period referred to above unless the
Borrower has received the proceeds of any Specified Equity Contribution. No Agent or Lender shall take any action to foreclose on, or
take possession of, the Collateral, accelerate any Obligations, terminate any Commitments or otherwise exercise any remedies under any
Loan Document or any applicable law on the basis of a breach of the Financial Covenant (or any other Default or Event of Default as a
result thereof), unless and until the 15 day period referred to above has expired and the Borrower has not received the Specified Equity
Contribution. Notwithstanding anything herein to the contrary, unless and until the 15 day period referred to above has expired and the
Borrower has not received the Specified Equity Contribution, no Event of Default shall be deemed to have arisen as a result of a Financial
Covenant Event of Default.
Section 8.3 Borrower’s
Right to Cure Generally.
(a) With
respect to any Default or Event of Default, the words “exists”, “is continuing” or similar expressions with respect
thereto shall mean that the Default or Event of Default has occurred and has not yet been cured or waived. If, prior to the taking of
any action under Section 8.1 (or the occurrence of any event set forth in the proviso thereto), any Default or Event of Default
occurs due to (i) the failure by any Loan Party to take any action by a specified time, such Default or Event of Default shall
be deemed to have been cured at the time, if any, that the applicable Loan Party takes such action or (ii) the taking of any action
by any Loan Party that is not then permitted by the terms of this Agreement or any other Loan Document, except as set forth in Section 8.3(b),
such Default or Event of Default shall be deemed to be cured on the earlier to occur of (x) the date on which such action would
be permitted at such time to be taken under this Agreement and the other Loan Documents pursuant to an applicable amendment or waiver
permitting such action and (y) the date on which such action is unwound or otherwise modified to the extent necessary for such
revised action to be permitted at such time by this Agreement and the other Loan Documents; provided that an Event of Default
resulting from the failure to deliver a notice pursuant to Section 6.2(a) shall cease to exist and be cured in all respects
if the Default or Event of Default giving rise to such notice requirement shall have ceased to exist and/or be cured.
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(b) Notwithstanding
anything to the contrary in this Section 8.3, an Event of Default (the “Initial Default”) may not be cured pursuant
to this Section 8.3:
(i) if
the taking of any action by any Loan Party or Subsidiary of a Loan Party that is not permitted during, and as a result of, the continuance
of such Initial Default directly results in the cure of such Initial Default and the applicable Loan Party or Subsidiary had actual knowledge
at the time of taking any such action that the Initial Default had occurred and was continuing;
(ii) in
the case of an Event of Default under Section 8.1(n) that directly results in material impairment of the rights and remedies
of the Lenders and the Administrative Agent under the Loan Documents and that is incapable of being cured;
(iii) in
the case of an Event of Default under Section 8.1(e) arising due to the failure to perform or observe Section 6.5 that
directly results in a Material Adverse Effect and the ability of the Borrower and the other Loan Parties (taken as a whole) to perform
their respective payment obligations under any Loan Document to which the Borrower or any of the other Loan Parties is a party; or
(iv) in
the case of an Initial Default for which (i) the Borrower failed to give notice to the Administrative Agent and the Lenders of
such Initial Default in accordance with Section 6.2(a) of this Agreement and (ii) a Financial Officer or the general
counsel or chief legal officer of the Borrower had actual knowledge of such failure to give such notice.
ARTICLE 9
THE ADMINISTRATIVE AGENT
Each Credit Party hereby irrevocably
appoints the Administrative Agent as its agent 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, together with such actions and powers as are reasonably
incidental thereto.
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 such Person and its Affiliates may accept deposits from, lend money to and generally engage
in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.
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The Administrative Agent shall
not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the
Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and
is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required
to exercise in writing by the Required Lenders (or such other number or percentage of the Credit Parties as shall be necessary under
the circumstances as provided in Section 10.2 or otherwise in this Agreement), and (c) except as expressly set forth herein
and in the other Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure
to disclose, any information relating to the Borrower, any of the Subsidiaries, any of the Liberty Subsidiaries or any Loan Party that
is communicated to or obtained by the Person serving as 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 with the consent or at the request of the Required Lenders (or such
other number or percentage of the Credit Parties as shall be necessary under the circumstances as provided in Section 10.2 or otherwise
in this Agreement) or 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 written notice thereof is given to the Administrative Agent by the Borrower or a Credit
Party (and, promptly after its receipt of any such notice, it shall give each Credit Party and the Borrower notice thereof), and 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 any Loan Document, (ii) the contents of any certificate, report or other document
delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other
terms or conditions set forth therein, (iv) the validity, enforceability, effectiveness or genuineness thereof or any other agreement,
instrument or other document or (v) the satisfaction of any condition set forth in Article 5 or elsewhere herein, other than
to confirm receipt of items expressly required to be delivered to the Administrative Agent.
The Administrative Agent shall
be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument,
document or other writing believed by it to be genuine and to have been signed or sent 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 be made by the proper Person, and shall not
incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Loan Parties),
independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance
with the advice of any such counsel, accountants or experts.
The Administrative Agent may
perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative
Agent, provided that no such delegation shall serve as a release of the Administrative Agent or waiver by any Loan Party of any rights
hereunder. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through
their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the
Related Parties of the Administrative Agent and any such sub-agent.
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The Administrative Agent may
resign from the performance of all its respective functions and duties hereunder or under the other Loan Documents at any time by giving
30 days’ prior written notice to the Lenders and the Borrower. If the Administrative Agent becomes subject to a Lender-Related
Distress Event, then the Administrative Agent may be removed as the Administrative Agent at the reasonable request of the Required Lenders.
If the Administrative Agent becomes subject to an Agent-Related Distress Event, then the Borrower may remove the Administrative Agent
from such role upon five days’ prior written notice to the Lenders. Such resignation or removal shall take effect upon the appointment
of a successor Administrative Agent as provided below (or, if no successor has been appointed, on the 30th Business Day after the relevant
notice).
Upon any such notice of resignation
by, or notice of removal of, the Administrative Agent, the Required Lenders shall have the right, with the consent of the Borrower (which
consent shall not be unreasonably withheld, conditioned or delayed), unless an Event of Default shall have occurred and be continuing,
in which case no consent of the Borrower shall be required, to appoint a successor from among the Lenders reasonably acceptable to the
Borrower. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days
after the date such notice of resignation was given by the Administrative Agent or such notice of removal was given by the Required Lenders,
as applicable, then the Administrative Agent may, on behalf of the Credit Parties, appoint a successor Administrative Agent reasonably
acceptable to the Borrower (which consent shall not be unreasonably withheld, conditioned or delayed), unless an Event of Default shall
have occurred and be continuing, in which case no consent of the Borrower shall be required, from among the Lenders or an Affiliate of
any such Lender with minimum capital and undivided surplus of not less than $500,000,000. Upon the acceptance of its appointment as Administrative
Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties
of the retiring or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from its duties
and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to
its predecessor unless otherwise agreed in writing between the Borrower and such successor. After the Administrative Agent’s resignation
or removal hereunder, the provisions of this Article and Section 10.3 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 it was acting as Administrative Agent.
Each Credit Party acknowledges
that it has, independently and without reliance upon the Administrative Agent or any other Credit Party or any of their Affiliates and
based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.
Each Credit Party also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Credit
Party or any of their Affiliates 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 any Loan Document, any related agreement or any document
furnished thereunder.
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Notwithstanding anything in
any Loan Document to the contrary, no Agent (other than the Administrative Agent) or Arranger, in each case acting in such capacity,
shall have any duty or obligation under the Loan Documents.
The Administrative Agent is
hereby authorized, without further consent of any Lender or any other Secured Party, to enter into or acknowledge and consent to any
Intercreditor Agreement, or amend, renew, extend, supplement, restate, replace, waive or otherwise modify any Intercreditor Agreement
to the extent such Intercreditor Agreement (as it may be amended, renewed, extended, supplemented, restated, replaced, waived or otherwise
modified) is expressly contemplated by the terms hereof, and the parties hereto acknowledge that such Intercreditor Agreement is binding
upon them. Each Secured Party (a) hereby irrevocably makes such authorization and agrees that it will be bound by and will take
no actions contrary to the provisions of the Intercreditor Agreements, (b) hereby authorizes and instructs the Administrative Agent
to enter into the Intercreditor Agreements and to subject the Liens on the Collateral securing the Obligations to the provisions thereof,
(c) hereby irrevocably agrees that the Administrative Agent may rely exclusively on a certificate of a Responsible Officer of the
borrower as to whether such Intercreditor Agreement is expressly contemplated by the terms hereof and whether any related Liens or Indebtedness
are permitted, and (d) without any further consent of the Lenders, hereby authorizes and instructs the Administrative Agent to
negotiate, execute and deliver on behalf of the Secured Parties any Intercreditor Agreement or any amendment (or amendment and restatement)
to the Security Documents or any Intercreditor Agreement expressly contemplated hereunder (including any such amendment (or amendment
and restatement) of any Intercreditor Agreement to provide for the incurrence of any Indebtedness expressly permitted hereunder to be
secured on a junior lien or pari passu basis to any of the Obligations). Each Secured Party acknowledges and agrees that the Administrative
Agent (or one or more of its affiliates) may (but are not obligated to) act as the “Debt Representative” or like term for
the holders of Credit Agreement Refinancing Indebtedness under the security agreements with respect thereto or any Intercreditor Agreement
then in effect. Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees
not to assert against any Agent or any of its affiliates any claims, causes of action, damages or liabilities of whatever kind or nature
relating thereto.
Each Lender and the Issuing
Bank irrevocably authorizes the Administrative Agent, at its option and in its discretion (i) to release any Lien on any property
granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Commitments and payment in full
of all Obligations (other than contingent or indemnification obligations not then due) and the expiration, termination or cash collateralization
of all Letters of Credit, (B) that is sold or otherwise transferred or to be sold or otherwise transferred as part of or in connection
with any sale or other transfer permitted under the Loan Documents to a Person that is not a Loan Party, (C) to the extent such
property constitutes Excluded Property or Excluded Collateral pursuant to clause (a) of such definition, or (D) if approved,
authorized or ratified in writing by the Required Lenders (or all Lenders if required by Section 10.2); and (ii) to release
any Subsidiary, Subsidiary Guarantor or Liberty Subsidiary from its obligations under the Loan Documents if (A) such Person ceases
to be a Subsidiary (including because such Subsidiary is designated as an Unrestricted Subsidiary) or Liberty Subsidiary, respectively,
as a result of a transaction permitted hereunder, (B) such Person has become an Excluded Subsidiary pursuant to a transaction that
is not prohibited by this Agreement and the Borrower has elected to consummate such release (other than upon the basis of such Person
becoming a non-Wholly Owned Subsidiary as a result of the sale of its Equity Interests for less than Fair Market Value or in a transaction
that is not for bona fide business purposes (other than solely to release such Person from its Guarantee of the Obligations)), or (C) the
Borrower has elected to cause any such Person that is a Liberty Subsidiary to cease being a Subsidiary Guarantor and such Person would
not then be required to become a Subsidiary Guarantor pursuant to Section 6.11. Upon request by the Administrative Agent at any
time, the Required Lenders (or all Lenders to the extent explicitly required by the terms of this Agreement) will confirm in writing
the Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Loan Party
or Liberty Subsidiary from its obligations under the Loan Documents pursuant to this Article 9.
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The use of a Platform in connection
with this Agreement or any other Loan Document is provided “as is” and “as available.” The Agents do not warrant
the accuracy or completeness of any electronic communications made on the Platform, or the adequacy of the Platform and expressly disclaim
liability for errors or omissions in such electronic communications. No warranty of any kind, express, implied or statutory, including,
without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom
from viruses or other code defects, is made by any Agent in connection with such electronic communications or the Platform.
To the extent required by any
applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding
Tax. If any taxing authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for
the account of any Lender for any reason (including, without limitation, because the appropriate documentation was not delivered or not
properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption
from, or reduction of withholding Tax ineffective), such Lender shall, within ten (10) days after written demand therefor, indemnify
and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any Loan Party
pursuant to Section 3.7) for all amounts paid, directly or indirectly, by the Administrative Agent as Taxes or otherwise, together
with all expenses incurred, including legal expenses and any other out-of-pocket expenses, whether or not such Tax was correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to
any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent
to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document or from any
other sources against any amount due the Administrative Agent under this paragraph. The agreements in this paragraph shall survive the
resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the repayment,
satisfaction or discharge of all other obligations under any Loan Document. For purposes of this paragraph, the term “Lender”
includes any Issuing Bank and any Swingline Lender.
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ARTICLE 10
MISCELLANEOUS
Section 10.1
Notices.
Except in the case of notices
and other communications expressly permitted to be given by telephone (and subject to the last paragraph of this Section 10.1),
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 facsimile or electronic mail, as follows:
(a) if
to any Loan Party, to it at 2550 Denali Street, Suite 1000, Anchorage, Alaska 99503, Attention of Chief Financial Officer (Facsimile
No. (907) 868-5676), with a copy (which shall not constitute notice) to Robert Wann, O’Melveny & Myers LLP, 1301
Avenue of the Americas, 17th Floor, New York, New York 10019, Email Address: rwann@omm.com;
(b) if
to the Administrative Agent, the Issuing Bank or the Swingline Lender, to it at 1301 Avenue of the Americas, New York, New York 10019-6022,
Attention of: Media & Communications Group (Facsimile No. (212) 261-3288), with a copy to Cahill Gordon & Reindel
LLP, 32 Old Slip, New York, New York 10005, Attention of Sean Davis, Esq. (Email Address:
sdavis@cahill.com) and Mark Loftus, Esq. (Email Address: mloftus@cahill.com); and
(c) if
to any other Credit Party, to it at its address (or facsimile number or email address) set forth in its Administrative Questionnaire.
Any party hereto may change its address, facsimile
number or email address for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications
given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.
Documents required to be delivered
pursuant to Sections 6.1 and 6.2 may be delivered by e-mail or facsimile. Promptly after receipt thereof by the Administrative Agent,
the Administrative Agent shall post such documents electronically with notice of such posting to each Lender and if so posted, shall
be deemed to have been delivered on the date on which such documents are posted on the Platform, if any, to which each Lender has access
(whether a commercial, third-party website or whether sponsored by the Administrative Agent). The Administrative Agent’s obligation
to deliver information pursuant to this Section 10.1 may be discharged by posting such information on the Platform in accordance
with the remaining provisions of this paragraph. The Loan Parties hereby acknowledge that (i) the Administrative Agent will make
available to the Lenders on a confidential basis materials and/or information provided by or on behalf of the Borrower hereunder (collectively,
“Materials”) by posting the Materials on the Platform and (ii) certain of the Lenders may be “public-side”
Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or any subsidiary
thereof) (each, a “Public Lender”). The Borrower shall mark Materials that the Borrower intends to be made available
to Public Lenders clearly and conspicuously as “PUBLIC.” By designating Materials as “PUBLIC,” the Borrower authorizes
such Materials to be made available to a portion of the Platform designated “Public Investor,” which is intended to
contain only information that is either publicly available or not material information (though it may be sensitive and proprietary) with
respect to such Person or its securities for purposes of United States Federal and State securities laws. Any Materials not marked “PUBLIC”
shall be treated as if they contain material non-public information with respect to the Borrower and the subsidiaries thereof or their
securities. Notwithstanding the foregoing, the Borrower is under no obligation to mark any Materials as “PUBLIC.”
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Section 10.2 Waivers;
Amendments.
(a) No
failure or delay by any Credit Party in exercising any right or power under any Loan Document shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right
or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the
Credit Parties under the Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have.
No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective
unless the same shall be permitted by clause (b) of this Section 10.2, and then such waiver or consent shall be effective
only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a
Loan or the issuance, amendment, extension or renewal of a Letter of Credit shall not be construed as a waiver of any Default, regardless
of whether any Credit Party may have had notice or knowledge of such Default at the time.
(b) Except
as provided in Section 2.13, Section 2.14, Section 2.15 and Section 3.10, neither any Loan Document nor any provision
thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, the
Subsidiary Guarantors and the Required Lenders or by the Borrower, the Subsidiary Guarantors and the Administrative Agent with the consent
of the Required Lenders; provided that no such agreement shall (i) increase or extend any Commitment of any Lender without
the written consent of such Lender, (ii) reduce the principal amount of any Loan or any reimbursement obligation with respect to
an LC Disbursement, or reduce the rate of any interest thereon (other than any waiver of default interest payable pursuant to Section 3.1(b)),
or reduce any fees payable hereunder, without the written consent of each Credit Party directly and adversely affected thereby, (iii) postpone
any scheduled principal payment date (other than mandatory prepayments) or postpone any other payment at stated maturity of any Loan
or the date of payment of any reimbursement obligation with respect to an LC Disbursement, any interest (other than any waiver of default
interest) or any fees payable hereunder, or reduce (other than any waiver of default interest) the amount of, or waive or excuse any
such payment, without the written consent of each Credit Party directly and adversely affected thereby, (iv) change any provision
hereof in a manner that would alter the pro rata sharing of payments required by Section 2.11(b) or Section 2.11(c),
the application of mandatory prepayments required by Section 2.7, the application of payments under Section 2.11(b), or the
pro rata reduction of Commitments required by Section 2.5(c), without the written consent of each Credit Party directly and adversely
affected thereby, provided that no consent of a Lender shall be required under this clause (iv) if, contemporaneously with
the effectiveness of such amendment, the Commitments of such Lender are terminated, and all principal and interest on such Lender’s
Loans and all fees and other amounts payable to such Lender hereunder (other than contingent or indemnification obligations not then
due) are paid in full, (v) change any of the provisions of this Section 10.2(b) or reduce the number or percentage
set forth in the definition of the term “Required Lenders” or in any other provision hereof specifying the number or percentage
of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without
the written consent of each Lender in the group of Lenders to which such number or percentage applies (it being understood that an amendment
shall not be deemed to change such provisions to the extent it effects an increase or decrease in the commitment of any Lender(s) or
in the aggregate amount of the commitments of any Class), (vi) release any Subsidiary Guarantor from its Guarantee hereunder (except
as expressly provided herein or in the Security Documents), or limit its liability in respect of such Guarantee, without the written
consent of each Lender that is a beneficiary of such Guarantee, (vii) release all or substantially all of the Collateral from the
Liens of the Loan Documents, without the written consent of each Lender that is a beneficiary of such Collateral, or (viii) expressly
change or waive any condition precedent in Section 5.2 to any Revolving Borrowing under an Existing Revolving Facility without
the written consent of the Majority Facility Lenders with respect to such Existing Revolving Facility; and provided, further,
that, notwithstanding the above provision of this Section 10.2(b), (A) no such agreement shall amend, modify or otherwise
affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder without the prior written
consent of the Administrative Agent, the Issuing Bank or the Swingline Lender, as applicable, (B) any waiver, amendment or modification
of this Agreement that by its terms affects one or more Classes of Lenders (but not of all Classes of Lenders) may be effected by an
agreement or agreements in writing entered into by the Borrower, the Subsidiary Guarantors and the Lenders holding the requisite percentage
in interest of Total Credit Exposures of all affected Classes, taken as a whole, and (C) any waiver, amendment or modification
with respect to the Financial Covenant, any amendment or modification of a defined term used in the Financial Covenant (solely in respect
of the use of such defined term in the Financial Covenant) and any waiver, amendment or modification with respect to the remedies of
the Lenders under the Financial Covenant Facility arising pursuant to Section 8.1 shall require the consent only of the Borrower
and the Lenders holding more than 50% of the Financial Covenant Credit Exposures of all Classes subject to the Financial Covenant, taken
as a whole.
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(c) In
connection with any proposed amendment, modification, waiver or termination (a “Proposed Change”) requiring the consent
of all Lenders (or all Lenders of one or more affected Classes of Lenders), if the consent of the Required Lenders (or the consent of
Lenders of the affected Classes holding more than 50% of the Total Credit Exposures of all Lenders of such Classes, taken as a whole)
to such Proposed Change is obtained, but the consent to such Proposed Change of other Lenders whose consent is required is not obtained
(any such Lender whose consent is so required but not so obtained being referred to as a “Non-Consenting Lender”),
then, so long as the Lender that is acting as Administrative Agent is not a Non-Consenting Lender, the Borrower may, at its sole expense
and effort, upon notice to such Non-Consenting Lenders and the Administrative Agent, require each of the Non-Consenting Lenders to assign
and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.4), all its interests,
rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender,
if a Lender accepts such assignment) and that shall consent to the Proposed Change; provided that (i) the Borrower shall
have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, the Issuing Bank
and the Swingline Lender), which consent(s) shall not unreasonably be withheld, conditioned or delayed, (ii) each Non-Consenting
Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements,
accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) the Borrower or such assignee
shall have paid to the Administrative Agent the processing and recordation fee specified in Section 10.4(b).
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(d) Notwithstanding
anything to the contrary contained in this Section 10.2, this Agreement may be amended (or amended and restated) with the written
consent of the Required Lenders, the Administrative Agent, the Borrower, the Parent and the Subsidiary Guarantors (a) to add one
or more additional credit facilities to this Agreement (it being understood that no Lender shall have any obligation to provide or to
commit to provide all or any portion of any such additional credit facility) and to permit the extensions of credit from time to time
outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the
other Loan Documents with the Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders
holding such credit facilities in any determination of the Required Lenders.
(e) Notwithstanding
anything to the contrary contained in this Section, the Administrative Agent (in its sole discretion) and the Borrower are authorized
to amend this Agreement or any other Loan Document, without the consent of any other party, to the extent necessary to (i) to cure
any ambiguity, omission, error, defect, inconsistency, obvious error or any error or omission of a technical or immaterial nature or
any necessary or desirable technical change, or (ii) to cause the Loan Document to be consistent with this Agreement.
(f) Any
Lender may authorize the Administrative Agent to sign any amendment, modification or waiver hereto in any authorization form agreed to
by the Borrower and the Administrative Agent and no Lender shall be entitled to see any other Lender’s authorization form.
(g) Notwithstanding
the foregoing, no Lender consent is required to effect any amendment or supplement to any Intercreditor Agreement permitted under this
Agreement that is for the purpose of adding the holders of any Indebtedness as expressly contemplated by the terms of such Intercreditor
Agreement permitted under this Agreement, as applicable (it being understood that any such amendment or supplement may make such other
changes to the applicable Intercreditor Agreement as, in the good faith determination of the Administrative Agent, are required to effectuate
the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Lenders); provided
that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder or under any
other Loan Document without the prior written consent of the Administrative Agent. Any Intercreditor Agreement proposed to be entered
into by the Administrative Agent shall be posted to the Lenders not less than five Business Days before execution thereof and, if the
Required Lenders shall not have objected to such changes within five Business Days after posting, then the Required Lenders shall be
deemed to have agreed that the Administrative Agent’s entry into such Intercreditor Agreement is reasonable and to have consented
to such Intercreditor Agreement and to the Administrative Agent’s execution thereof (it being understood that no affirmative agreement
by or affirmative consent from the Required Lenders is required for the Administrative Agent to enter into such Intercreditor Agreement).
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Section 10.3 Expenses;
Indemnity; Damage Waiver.
(a) The
Borrower shall pay (i) all reasonable and documented out-of-pocket costs and expenses incurred by any Agent, any Arranger and their
respective Affiliates, including the reasonable fees, charges and disbursements of counsel for any Agent and any Arranger in connection
with the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions of any Loan Document
(provided that, except as otherwise agreed in writing by the Borrower, the Borrower shall only obligated to pay the fees, charges
and disbursements of one primary counsel for the Agents, the Arrangers, and their respective Affiliates, collectively, and, if necessary,
the fees, charges and of one local counsel per material jurisdiction that is reasonably necessary), (ii) all reasonable and documented
out-of-pocket costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any
Letter of Credit or any demand for payment thereunder, and (iii) all reasonable and documented out-of-pocket costs and expenses
incurred by any Arranger or any Credit Party (limited, in the case of legal counsel, to the fees, charges and disbursements of one primary
counsel for the Arrangers and the Credit Parties (and, if necessary, the fees, charges and of one local counsel per material jurisdiction
that is reasonably necessary) and, if an actual or perceived conflict exists, reasonably necessary additional counsel for the affected
Arrangers and Credit Parties) in connection with the enforcement or protection of its rights in connection with the Loan Documents during
the continuation of an Event of Default, including its rights under this Section 10.3, or in connection with the Loans made or
Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket costs and expenses incurred during any
workout, restructuring or negotiation in respect of such Loans or Letters of Credit.
(b) The
Borrower shall indemnify each Arranger, each Credit Party and each Related Party of each Arranger and each Credit Party (each such Person
being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including the reasonable fees, charges and disbursements of counsel for the Indemnitees (unless an
actual or perceived conflict exists, in which case, reasonable fees, charges and disbursements of reasonably necessary additional counsel
for the affected Indemnitees shall be covered) incurred by or asserted against any Indemnitee arising out of, in connection with, or
as a result of (i) the execution or delivery of any Loan Document or any agreement or instrument contemplated thereby, the performance
by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other
transactions contemplated thereby, (ii) any Loan or Letter of Credit or the use of the proceeds thereof including any refusal of
the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do
not strictly comply with the terms of such Letter of Credit, (iii) any actual or alleged presence or release of Hazardous Materials
on or from any property owned or operated by the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way
to the Borrower or any of the Subsidiaries or (iv) any other actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party
thereto, 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 bad faith, gross negligence or willful misconduct of such Indemnitee or, in the case of clause (iv) immediately
above, to have resulted from a material breach of the obligations of such Indemnitee under the Loan Documents, or (y) arose from
any claim, actions, suits, inquiries, litigation, investigation or proceeding that does not involve an act or omission of the Loan Parties
and is brought by an Indemnitee against another Indemnitee other than in their capacities as such and other than in their capacity acting
as Agent or Arranger or similar role. Each Indemnitee shall endeavor to give prompt notice to the Borrower of any claim against such
Indemnitee that may give rise to an indemnification claim against the Borrower under this Section 10.3, provided that such
Indemnitee shall have no liability to the Borrower for such the failure to give any such notice. This Section 10.3(b) shall
not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.
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(c) To
the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent under clause (a) or
(b) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent an amount equal to the product
of such unpaid amount multiplied by a fraction, the numerator of which is such Lender’s Total Credit Exposure and the denominator
of which is the aggregate Total Credit Exposure of all Lenders (in each case determined as of the time that the applicable unreimbursed
expense or indemnity payment is sought or, in the event that no Lender shall have any Total Credit Exposure at such time, as of the last
time at which any Lender had a Total Credit Exposure); provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as applicable, was incurred by or asserted against the Administrative Agent in its capacity as such. To
the extent that the Borrower fails to pay any amount required to be paid by it to the Issuing Bank or the Swingline Lender under clause
(a) or (b) of this Section 10.3, each Revolving Lender severally agrees to pay to the Issuing Bank or the Swingline
Lender, as applicable, an amount equal to the product of such unpaid amount multiplied by a fraction, the numerator of which is such
Revolving Lender’s Revolving Credit Exposure of the applicable Facility plus the unused portion of its Revolving Commitment of
the applicable Facility and the denominator of which is the aggregate Revolving Credit Exposure of all Lenders of such Facility plus
the aggregate unused amount of all Revolving Commitments of such Facility (in each case determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought or, in the event that no Revolving Lender shall have any Revolving Credit Exposure
or unused Revolving Commitment at such time, as of the last time at which any Revolving Lender had any Revolving Credit Exposure or unused
Revolving Commitment); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense,
as applicable, was incurred by or asserted against the Issuing Bank or the Swingline Lender, as the case may be, in its capacity as such.
(d) To
the extent permitted by applicable law, no Loan Party and no Credit Party shall assert, and each Loan Party and each Credit Party hereby
waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed
to direct and actual damages) arising out of, in connection with, or as a result of, any Loan Document or any agreement, instrument or
other document contemplated thereby, the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof; provided
that nothing contained in this clause (d) shall limit the Borrower’s indemnification obligations under the Loan Documents
to the extent such special, indirect, consequential and punitive damages are included in any third party claim in connection with which
any Indemnitee is entitled to indemnification hereunder.
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(e) No
Indemnitee referred to in Section 10.3 shall be liable for any damages arising from the use by unintended recipients of any information
or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with
this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided, that this paragraph shall
not, as to any Indemnitee, be available to the extent such damages (x) are determined by a court of competent jurisdiction by final
and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or (y) have
resulted from a material breach of the obligations of such Indemnitee under the Loan Documents as determined by a court of competent
jurisdiction by final and nonappealable judgment.
(f) All
amounts due under this Section 10.3 shall be payable promptly but in no event later than 30 calendar days after written demand
therefor.
Section 10.4 Successors
and Assigns.
(a) Successors
and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns permitted hereby, except that no Loan Party may assign or otherwise transfer any of its rights
or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise
transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with Section 2.13 or in accordance
with the provisions of clause (b) of this Section 10.4, (ii) by way of participation in accordance with the provisions
of clause (d) of this Section 10.4 or (iii) by way of pledge or assignment of a security interest subject to the restrictions
of clause (f) of this Section 10.4 (and any other attempted assignment or transfer by any party hereto shall be null and
void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby, Participants to the extent provided in clause (d) of this Section 10.4
and, to the extent expressly contemplated hereby, the Related Parties of each Credit Party) any legal or equitable right, remedy or claim
under or by reason of this Agreement.
(b) Assignments
by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Commitments and the Loans and obligations in respect of its LC Exposure and Swingline Exposure
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 Commitments and the Loans and obligations in
respect of its LC Exposure and Swingline Exposure at the time owing to it 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
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(B) in
any case not described in clause (b)(i)(A) of this Section 10.4, the aggregate amount of the Commitment (which for this purpose
includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the
Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to
such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Acceptance,
as of the Trade Date) shall not be less than $2,000,000, in the case of any assignment in respect of Revolving Commitments and Revolving
Loans, or $1,000,000, in the case of any assignment in respect of Term Loans, unless the Administrative Agent consents (such consent
not to be unreasonably withheld or delayed) and, so long as no Event of Default has occurred and is continuing, the Borrower consents
(in its sole discretion).
(ii) Proportionate
Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights
and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not
prohibit any Lender from assigning all or a portion of its rights and obligations among such Loans or Commitments on a non-pro rata basis.
(iii) Required
Consents. No consent shall be
required for any assignment except to the extent required by clause (b)(i)(B) of this Section 10.4 and, in addition:
(A) the
consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default
pursuant to Section 8.1(a), 8.1(h) or 8.1(i) has occurred and is continuing at the time of such assignment or (y) such
assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented
to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 10 Business Days after having
received notice thereof;
(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) an unfunded Term Loan Commitment, a Revolving Commitment or a Revolving Loan 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) a funded Term Loan to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and
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(C) the
consent of the Issuing Bank (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) and the
Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Class of
Revolving Commitments.
(iv) Assignment
and Acceptance. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance,
together with a processing and recordation fee of $5,000, and the assignee, if it is not a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire.
(v) No
Assignment to Certain Parties. Except as permitted under Section 2.7(j) and Section 10.4(g), no such assignment
shall be made to any Loan Party, any of its subsidiaries or any of their respective Affiliates.
(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 clause (c) of this Section 10.4, from and after the effective date specified
in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned
by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement,
such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.5, 3.6, 3.7 and 10.3 with
respect to claims arising from facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer
by a Lender of rights or obligations under this Agreement that does not comply with this clause (b) shall be treated for purposes
of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) of this
Section 10.4.
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(c) Register.
The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower (and, to the extent the Borrower is
a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes),
shall maintain at one of its offices in New York, New York a copy of each Assignment and Acceptance delivered to it and a register for
the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans (and related interest)
owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register
shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name
is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice
to the contrary. The Register shall be available for inspection by the Borrower and any Lender (with respect to its own interest only),
at any reasonable time and from time to time upon reasonable prior notice.
(d) Participations.
Any Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, any Issuing Bank or the Swingline
Lender, sell participations to any Person (other than a natural person, any Loan Party, any of its subsidiaries or any of their respective
Affiliates) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this
Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s
obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and each Credit Party shall continue
to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this 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 Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that
such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification
or waiver described in the first proviso in Section 10.2(b) that directly affects such Participant. Subject to clause (e) of
this Section 10.4, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.5, 3.6 and 3.7 subject
to the requirements and limitations therein, including the requirements under Sections 3.7(e), (f) and (i) (it being understood
that the documentation required under Sections 3.7(e), (f) and (i) shall be delivered to the participating Lender) to the
same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this Section 10.4;
provided that the Participant shall be subject to the provisions of Sections 3.8 and 3.9 as if it were an assignee under clause
(b) of this Section. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable
efforts to cooperate with the Borrower to effectuate the provisions of Section 3.9 with respect to any Participant. To the extent
permitted by law, each Participant also shall be entitled to the benefits of Section 10.8 as though it were a Lender; provided
such Participant agrees to be subject to Section 2.11(c) as though it were a Lender. Each Lender that sells a participation
shall, acting solely for this purpose as a non-fiduciary agent of the Borrower (and, to the extent the Borrower is a disregarded entity
for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes), maintain a register
on which it enters the name and address of each Participant and the principal amounts (and related interest) of each Participant’s
interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided
that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant
or any information relating to a Participant’s interest in any Commitments, Loans, or its other obligations under any Loan Document)
to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, or other obligation is
in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register
shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register
as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of
doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant
Register.
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(e) Limitations
upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 3.5 or 3.7 than the applicable
Lender would have been entitled to receive with respect to the participation sold to such Participant, except to the extent such greater
payment results from a Change in Law that occurs after the Participant acquired the applicable participation.
(f) Certain
Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
to secure obligations of such Lender, including 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) Certain
Assignments or Purchases of Term Loans. Notwithstanding anything to the contrary contained in this Section 10.4 or any other
provision of this Agreement, so long as no Event of Default has occurred and is continuing or would result therefrom, at any time, any
Lender may assign all or any portion of its Term Loans to the Borrower or any of its subsidiaries (subject to recordation thereof in
the Register) through (x) Dutch auctions open to all Lenders on a pro rata basis in accordance with the provisions described in
Section 2.7(j) or (y) notwithstanding Sections 2.7, 2.11 and this Section 10.4, open market purchases on a non-pro
rata basis; provided that:
(i) if
the assignee is the Borrower or a subsidiary of the Borrower, upon such assignment, transfer or contribution, the applicable assignee
shall automatically be deemed to have contributed or transferred the principal amount of such Term Loans, plus all accrued and unpaid
interest thereon, to the Borrower; or (y) if the assignee is the Borrower (including through contribution or transfers set forth
in clause (x)), (1) the principal amount of such Term Loans, along with all accrued and unpaid interest thereon, so contributed,
assigned or transferred to the Borrower shall be deemed automatically cancelled and extinguished on the date of such contribution, assignment
or transfer, (2) the aggregate outstanding principal amount of Term Loans of the remaining Lenders shall reflect such cancellation
and extinguishing of the Term Loans then held by the Borrower and (3) the Borrower shall promptly provide notice to the Administrative
Agent of such contribution, assignment or transfer of such Term Loans, and the Administrative Agent, upon receipt of such notice, shall
reflect the cancellation of the applicable Term Loans in the Register;
(ii) purchases
of Term Loans pursuant to this clause (g) may not be funded with the proceeds of Revolving Loans; and
(iii) it
shall be a condition precedent to each assignment of Term Loans to the Borrower or a subsidiary of the Borrower that either (x) the
assignee represents in the applicable Assignment and Acceptance that it is not in possession of material non-public information (within
the meaning of United States federal and state securities laws) with respect to the Borrower, its subsidiaries or their respective securities
(or, if the Borrower is not at the time a public reporting company, material information of a type that would not be reasonably expected
to be publicly available if the Borrower were a public reporting company) that (A) has not been disclosed to the assigning Lender
or the Lenders generally (other than because any such Lender does not wish to receive material non-public information with respect to
the Borrower or its subsidiaries (or, if the Borrower is not at the time a public reporting company, material information of a type that
would not be reasonably expected to be publicly available if the Borrower were a public reporting company)) and (B) could reasonably
be expected to have a material effect upon, or otherwise be material to, the assigning Lender’s decision make such assignment or
(y) the assignor shall deliver to the Administrative Agent and the Borrower a customary Big Boy Letter.
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Notwithstanding anything
in the Loan Documents to the contrary, the Credit Parties acknowledge and agree (x) that privately negotiated purchases of Loans
by the Borrower or any of its subsidiaries are considered open market purchases for all purposes of the Loan Documents and (y) such
Credit Parties will not to assert a claim in contravention of the foregoing clause (x).
Section 10.5 Survival.
All covenants, agreements,
representations and warranties made by the Loan Parties herein and in the certificates or other instruments executed and delivered by
any Loan Party in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon
by the other parties hereto and shall survive the execution and delivery of any Loan Document and the making of any Loans and the issuance
of any Letter of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that any Credit
Party may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder,
and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any LC Disbursement or
any fee or any other amount payable under the Loan Documents is outstanding and unpaid (other than contingent or indemnification obligations
not then due) or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of
Sections 3.5, 3.6, 3.7 and 10.3, 10.9, 10.10 and Article 9 shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the Loans and the LC Disbursements, the expiration or termination
of the Letters of Credit and the termination of the Commitments or the termination of this Agreement or any provision hereof.
Section 10.6 Counterparts;
Integration; Effectiveness.
This Agreement may be executed
in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which,
when taken together, shall constitute a single contract. This Agreement and any separate letter agreements with respect to fees payable
to any Credit Party 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. Delivery of an executed counterpart of
this Agreement by facsimile transmission or other electronic transmission (including any electronic signature covered by the U.S. federal
ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com)
shall be effective as delivery of a manually executed counterpart of this Agreement.
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Section 10.7 Severability.
In the event any one or more
of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood
that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision
in any other jurisdiction).
Section 10.8 Right
of Setoff.
If an Event of Default under
Section 8.1(a) or (f) shall have occurred and be continuing, each of the Lenders and their respective Affiliates is
hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to setoff and apply any and all
deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by it to
or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under
this Agreement held by it, irrespective of whether or not it shall have made any demand under this Agreement and although such obligations
may be unmatured. Each Lender and Affiliate agrees to notify the Borrower and the Administrative Agent promptly after any such setoff
and application; provided that the failure to give such notice shall not affect the validity of such setoff and application. The
rights of each of the Lenders and their respective Affiliates under this Section 10.8 are in addition to other rights and remedies
(including other rights of setoff) that they may have.
Section 10.9 Governing
Law; Waiver of Jury Trial.
THIS AGREEMENT AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY
OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR, TO ITS KNOWLEDGE, OTHERWISE, THAT SUCH OTHER
PARTY 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 TO WHICH IT IS A PARTY BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.9.
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Section 10.10 Submission
To Jurisdiction; Waivers.
Each party hereto hereby irrevocably
and unconditionally:
(a) submits
for itself and its property in any legal action or proceeding (whether in tort, law or in equity) relating
to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect
thereof, to the exclusive jurisdiction of the courts of the State of New York located in the Borough of Manhattan, the courts of the
United States for the Southern District of New York located in the Borough of Manhattan, and appellate courts from any thereof;
(b) consents
that any such action or proceeding (whether in tort, law or in equity) may be brought in such courts
and waives any objection that it may now or hereafter have to the venue of any such action or proceeding (whether
in tort, law or in equity) in any such court or that such action or proceeding was brought in an inconvenient court and agrees
not to plead or claim the same;
(c) agrees
that service of process in any such action or proceeding (whether in tort, law or in equity) may
be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid,
(d) to
it at its address set forth in Section 10.1 or at such other address of which the Administrative Agent shall have been notified
pursuant thereto;
(e) agrees
that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right
to sue in any other jurisdiction; and
(f) waives,
to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding (whether
in tort, law or in equity) referred to in this Section 10.10 any special, exemplary, punitive or consequential damages.
Section 10.11 Headings.
Article and Section headings
and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the
construction of, or be taken into consideration in interpreting, this Agreement.
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Section 10.12 Interest
Rate Limitation.
Notwithstanding anything herein
to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts that are
treated as interest on such Loan under applicable law (for purposes of this Section 10.12, collectively, the “charges”),
shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or
reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder,
together with all of the charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest
and the charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section 10.12
shall be cumulated, and the interest and the charges payable to such Lender in respect of other Loans or periods shall be increased (but
not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate
to the date of repayment, shall have been received by such Lender.
Section 10.13 Patriot
Act and Beneficial Ownership Regulation.
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 Borrower
that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
“Patriot Act”) and the requirements of the Beneficial Ownership Regulation, it is required to obtain, verify and record
information that identifies the Borrower, which information includes the name, address and tax identification number of the Borrower
and other information regarding the Borrower that will allow such Lender or the Administrative Agent, as applicable, to identify the
Borrower in accordance with the Patriot Act and the Beneficial Ownership Regulation. This notice is given in accordance with the requirements
of the Patriot Act and the Beneficial Ownership Regulation and is effective as to the Lenders and the Administrative Agent.
Section 10.14 Confidentiality.
(a) Each
of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including
accountants, legal counsel, service providers and other advisors (it being understood that the Persons to whom such disclosure is made
will be informed of the confidential nature of such Information and instructed to keep such Information confidential and the disclosing
party will be responsible for any disclosure by such Persons), (ii) to the extent requested by any regulatory authority (including
any self-regulatory authority having supervisory jurisdiction over such Person), (iii) to the extent required by applicable laws
or regulations or by any subpoena or similar legal process, (iv) to any other party to this Agreement, (v) in connection
with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or
the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as
those of this Section, to (A) any assignee under Section 10.4 or Participant in (or trustee for such assignee or Participant),
or any prospective assignee under Section 10.4 or Participant in (or trustee for such assignee or Participant), any of its
rights or obligations under this Agreement (including any such parties’ potential investors and investment advisors) or (B) any
actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations,
(vii) with the consent of the Borrower, or (viii) to the extent such Information (A) becomes publicly available other
than as a result of a breach of this Section 10.14 or an agreement described in clause (vi) above or (B) becomes available
to the Administrative Agent, the Issuing Bank or any Lender on a non-confidential basis from a source other
than the Borrower and the known Affiliates and representatives thereof (other than a source actually known by such disclosing Person
to be bound by confidentiality obligations with respect thereto). For the purposes of this Section 10.14, “Information”
means all information received from or on behalf of the Borrower relating to the Borrower, any Loan Party or any of their Affiliates
or their respective businesses, other than any such information that is available to the Administrative Agent, Issuing Bank or
Lender on a non-confidential basis prior to disclosure by or on behalf of the Borrower (other than from a source actually known by such
party to be bound by confidentiality obligations). Any Person required to maintain the confidentiality of Information as provided
in this Section 10.14 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree
of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. For the
avoidance of doubt, nothing herein prohibits any individual from communicating or disclosing information regarding suspected violations
of laws, rules, or regulations to a governmental, regulatory, or self-regulatory authority (any such entity, a “Regulatory Authority”)
without any notification to any person to the extent that any such prohibition on disclosure set forth in this Section 10.14(a) shall
be prohibited by the laws or regulations applicable to such Regulatory Authority.
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(b) EACH
LENDER ACKNOWLEDGES THAT CONFIDENTIAL INFORMATION AS DEFINED IN THIS SECTION 10.14 FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE
MATERIAL NON-PUBLIC INFORMATION CONCERNING THE LOAN PARTIES AND THEIR AFFILIATES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT
HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC
INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.
(c) ALL
INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE LOAN PARTIES OR THE ADMINISTRATIVE AGENT PURSUANT
TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC
INFORMATION ABOUT THE BORROWER, THE OTHER LOAN PARTIES AND THEIR AFFILIATES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER
REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE DELIVERED TO THE ADMINISTRATIVE
AGENT A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS
COMPLIANCE PROCEDURES AND APPLICABLE LAW.
Section 10.15 Acknowledgment
Regarding Any Supported QFCs.
To the extent that the Loan
Documents provide support, through a guarantee or otherwise, for any Swap Obligation or any other agreement or instrument that is a QFC
(such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge
and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance
Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder,
the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions
below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the
State of New York and/or of the United States or any other state of the United States):
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(a) In
the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest
and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or
such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S.
Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property)
were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of
a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that
might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted
to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported
QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the
foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event
affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.
(b) As
used in this Section 10.15, the following terms have the following meanings:
“BHC Act
Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with,
12 U.S.C. 1841(k)) of such party.
“Covered
Entity” means any of the following:
(i) a
“covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(ii) a
“covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(iii) a
“covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§
252.81, 47.2 or 382.1, as applicable.
“QFC”
has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C.
5390(c)(8)(D).
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Section 10.16 No
Fiduciary Duty.
Each Loan Party agrees that
in connection with all aspects of the transactions contemplated hereby and any communications in connection therewith, such Loan Party
and its Affiliates, on the one hand, and each Agent, each Arranger and each other Credit Party, and their respective Affiliates, on the
other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of any
Agent, any Arranger or any other Credit Party, or any of their respective Affiliates, and no such duty will be deemed to have arisen
in connection with any such transactions or communications. Each of the Borrower and the Administrative Agent acknowledge that each Lender
and their respective Affiliates may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their
respective Affiliates.
Section 10.17 [Reserved].
Section 10.18 Acknowledgement
and Consent to Bail-In of Affected Financial Institutions.
Notwithstanding anything to
the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges
that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured,
may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges
and agrees to be bound by:
(a) the
application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder
which may be payable to it by any party hereto that is an Affected Financial Institution; and
(b) the
effects of any Bail-In Action on any such liability, including, if applicable:
(i) a
reduction in full or in part or cancellation of any such liability;
(ii) a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other
instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any
other Loan Document; or
(iii) the
variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution
Authority.
191
Section 10.19 Certain
ERISA Matters.
(a) Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from
the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the
Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least
one of the following is and will be true:
(i) such
Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit
Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters
of Credit, the Commitments or this Agreement,
(ii) the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent
qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts),
PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption
for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined
by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and
performance of the Loans, the Letters of Credit, the Commitments and this Agreement,
(iii) (A) such
Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of
PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into,
participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies
the requirements of subsections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such
Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance
into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or
(iv) such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and
such Lender.
(b) In
addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender
or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately
preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto,
to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party
hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any
other Loan Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s
entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement
(including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document
or any documents related hereto or thereto).
192
Section 10.20 Erroneous
Payments
(a) If
the Administrative Agent notifies a Lender, Issuing Bank or Secured Party, or any Person who has received funds on behalf of a
Lender, Issuing Bank or Secured Party (any such Lender, Issuing Bank, Secured Party or other recipient, a “Payment
Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice
under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any of its
Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not
known to such Lender, Issuing Bank, Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as
a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous
Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times
remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of
the Administrative Agent, and such Lender, Issuing Bank or Secured Party shall (or, with respect to any Payment Recipient who received
such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return
to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same
day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous
Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in
same day funds 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 from time to time in effect. A notice of the Administrative Agent to any Payment Recipient
under this clause (a) shall be conclusive, absent manifest error.
(b) Without
limiting immediately preceding clause (a), each Lender, Issuing Bank or Secured Party, or any Person who has received funds on
behalf of a Lender, Issuing Bank or Secured Party, hereby further agrees that if it receives a payment, prepayment or repayment
(whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative
Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice
of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment
or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative
Agent (or any of its Affiliates), or (z) that such Lender, Issuing Bank or Secured Party, or other such recipient, otherwise
becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:
(i) (A) in
the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation
from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)),
in each case, with respect to such payment, prepayment or repayment; and
193
(ii) such
Lender, Issuing Bank or Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to)
promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Administrative Agent of its receipt
of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent
pursuant to this Section 10.20(b).
(c) Each
Lender, Issuing Bank or Secured Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts
at any time owing to such Lender, Issuing Bank or Secured Party under any Loan Document, or otherwise payable or distributable
by the Administrative Agent to such Lender, Issuing Bank or Secured Party from any source, against any amount due to the Administrative
Agent under immediately preceding clause (a) or under the indemnification provisions of this Agreement.
(d) In
the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor
by the Administrative Agent in accordance with immediately preceding clause (a), from any Lender or Issuing Bank that has received such
Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on
its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative
Agent’s notice to such Lender or Issuing Bank at any time, (i) such Lender or Issuing Bank shall be deemed to have assigned
its Loans (but not its Commitments) of the relevant Class with respect to which such Erroneous Payment was made (the “Erroneous
Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative
Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous
Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative
Agent in such instance), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Acceptance (or, to
the extent applicable, an agreement incorporating an Assignment and Acceptance by reference pursuant to a Platform as to which the Administrative
Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender or Issuing Bank
shall deliver any promissory notes evidencing such Loans to the Borrower or the Administrative Agent, (ii) the Administrative Agent
as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition,
the Administrative Agent as the assignee Lender shall become a Lender or Issuing Bank, as applicable, hereunder with respect to such
Erroneous Payment Deficiency Assignment and the assigning Lender or assigning Issuing Bank shall cease to be a Lender or Issuing Bank,
as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations
under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender
or assigning Issuing Bank, and (iv) the Administrative Agent may reflect in the Register its ownership interest in the Loans subject
to the Erroneous Payment Deficiency Assignment. The Administrative Agent may, in its discretion, sell any Loans acquired pursuant to
an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing
by the applicable Lender or Issuing Bank shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the
Administrative Agent shall retain all other rights, remedies and claims against such Lender or Issuing Bank (and/or against any recipient
that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the
Commitments of any Lender or Issuing Bank and such Commitments shall remain available in accordance with the terms of this Agreement.
In addition, each party hereto agrees that, except to the extent that the Administrative Agent has sold a Loan (or portion thereof) acquired
pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Administrative Agent may be equitably subrogated,
the Administrative Agent shall be contractually subrogated to all the rights and interests of the applicable Lender, Issuing Bank
or Secured Party under the Loan Documents with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation
Rights”).
194
(e) The
parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the
Borrower or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount
of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any other Loan Party
for the purpose of paying, prepaying, repaying, discharging or otherwise satisfying any Obligations owed by the Borrower or any other
Loan Party.
(f) To
the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives,
and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim
by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based
on “discharge for value” or any similar doctrine.
(g) Each
party’s obligations, agreements and waivers under this Section 10.20 shall survive the resignation or replacement of the
Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or Issuing Bank, the termination of the
Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.
Section 10.21 Intercreditor
Agreement.
Notwithstanding anything to
the contrary set forth herein, to the extent the Borrower and the Administrative Agent enter into an Intercreditor Agreement (or the
Borrower acknowledges and consents to such Intercreditor Agreement in writing) in accordance with the terms hereof, this Agreement will
be subject to the terms and provisions of such Intercreditor Agreement. In the event of any inconsistency between the provisions of this
Agreement and any such Intercreditor Agreement, the provisions of such Intercreditor Agreement shall govern and control. The Lenders
acknowledge and agree that the Administrative Agent is authorized to, and the Administrative Agent agrees that with respect to any applicable
secured Indebtedness permitted to be incurred under this Agreement, upon request by the Borrower, it shall, enter into a Intercreditor
Agreement in accordance with the terms hereof. The Lenders authorize the Administrative Agent to (a) enter into any such Intercreditor
Agreement, (b) bind the Lenders on the terms set forth in such Intercreditor Agreement and (c) perform and observe its obligations
under such Intercreditor Agreement.
195
ARTICLE 11
GUARANTEE
Section 11.1 Guarantee;
Fraudulent Transfer, Etc.; Contribution.
(a) Guarantee.
Each Guarantor unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a
surety, the Obligations (other than Obligations which constitute Excluded Swap Obligations). Each Guarantor further agrees that the Obligations
may be extended or renewed, in whole or in part, without notice to or further assent from it and that it will remain bound upon its guarantee
notwithstanding any extension or renewal of any Obligation.
(b) Guarantee
of Payment; Continuing Guarantee. Each Guarantor further agrees that its guarantee hereunder constitutes a guarantee of payment when
due and not of collection, and waives any right to require that any resort be had by the Administrative Agent or any other Secured Party
to any of the security held for payment of the Obligations or to any balance of any deposit account or credit on the books of the Administrative
Agent or any other Secured Party in favor of the Borrower or any other Person. Subject to Section 11.8, each Guarantor further
agrees that its guarantee is a continuing guarantee of the Obligations whenever arising.
(c) Fraudulent
Transfer. Anything in this Article 11 to the contrary notwithstanding, (i) the obligations of each Subsidiary Guarantor
hereunder shall be limited to a maximum aggregate amount equal to the greatest amount that would not render such Subsidiary Guarantor’s
obligations hereunder subject to avoidance as a fraudulent transfer, obligation or conveyance under Section 548 of Title 11 of
the United States Code or any provisions of applicable state law (collectively, the “Fraudulent Transfer Laws”), in
each case after giving effect to all other liabilities of such Subsidiary Guarantor, contingent or otherwise, that are relevant under
the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Subsidiary Guarantor (A) in respect of intercompany
debt owed or owing to the Borrower or Affiliates of the Borrower to the extent that such debt would be discharged in an amount equal
to the amount paid by such Subsidiary Guarantor hereunder and (B) under any Guarantee of senior unsecured debt or Indebtedness
subordinated in right of payment to the Obligations, which Guarantee contains a limitation as to maximum amount similar to that set forth
in this clause (i), pursuant to which the liability of such Subsidiary Guarantor hereunder is included in the liabilities taken into
account in determining such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions
of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of such Subsidiary
Guarantor pursuant to (I) applicable law or (II) any agreement providing for an equitable allocation among such Subsidiary
Guarantor and other Affiliates of the Borrower of obligations arising under guarantees by such parties (including the agreements described
in Section 11.1(d)) and (ii) the Borrower expressly subordinates any and all rights of subrogation, reimbursement, indemnity,
exoneration, contribution or any other claim that it may now or hereafter have against any Loan Party, any other guarantor or any other
Person directly or contingently liable for the Obligations, or against or with respect to the property of any other Loan Party, such
other guarantor or such other Person, arising from the existence or performance hereof, including, but not limited to, in the event that
any money or property shall be transferred to any Credit Party by the Borrower pursuant to this Article 11 in reduction of the
Obligations or otherwise.
196
(d) Contributions.
In addition to all rights of indemnity and subrogation the Subsidiary Guarantors may have under applicable law (but subject to this clause
(d)), the Borrower agrees that (i) in the event a payment shall be made by any Subsidiary Guarantor hereunder, the Borrower shall
indemnify such Subsidiary Guarantor for the full amount of such payment, and such Subsidiary Guarantor shall be subrogated to the rights
of the Person to whom such payments shall have been made to the extent of such payment, and (ii) in the event that any assets of
any Subsidiary Guarantor shall be sold pursuant to any Loan Document to satisfy any claim of any Secured Party, the Borrower shall indemnify
such Subsidiary Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold. Each Subsidiary
Guarantor (a “Contributing Subsidiary Guarantor”) agrees (subject to this clause (d)) that, in the event a payment
shall be made by any other Subsidiary Guarantor hereunder or assets of any other Subsidiary Guarantor shall be sold pursuant to any Loan
Document to satisfy a claim of any Secured Party and such other Subsidiary Guarantor (the “Claiming Subsidiary Guarantor”)
shall not have been fully indemnified by the Borrower as provided in this clause (d), the Contributing Subsidiary Guarantor shall indemnify
the Claiming Subsidiary Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market
value of such assets, as applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing
Subsidiary Guarantor on the Amendment Effective Date and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors
on the Amendment Effective Date (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 11.9,
the date of the Guarantee Supplement executed and delivered by such Subsidiary Guarantor). Any Contributing Subsidiary Guarantor making
any payment to a Claiming Subsidiary Guarantor pursuant to this clause (d) shall be subrogated to the rights of such Claiming Subsidiary
Guarantor under this clause (d) to the extent of such payment. Notwithstanding any provision of this clause (d) to the contrary,
all rights of the Subsidiary Guarantors under this clause (d) and all other rights of indemnity, contribution or subrogation under
applicable law or otherwise shall be fully subordinated to the payment in full in cash of the Obligations. No failure on the part of
the Borrower or any Subsidiary Guarantor to make the payments required by this clause (d) (or any other payments required under
applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Subsidiary Guarantor with respect to its
obligations under this clause (d), and each Subsidiary Guarantor shall remain liable for the full amount of the obligations of such Subsidiary
Guarantor under this clause (d).
Section 11.2 Obligations
Not Waived.
To the fullest extent permitted
by applicable law, each Guarantor waives presentment to, demand of payment from, and protest to any Loan Party of any of the Obligations,
and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. To the fullest extent permitted by applicable
law, the obligations of each Guarantor hereunder shall not be affected by (i) the failure of the Administrative Agent or any other
Secured Party to assert any claim or demand or to enforce or exercise any right or remedy against the Borrower or any other Guarantor
under the provisions of this Agreement or any other Loan Document, or otherwise, (ii) any rescission, waiver, amendment or modification
of, or any release from, any of the terms or provisions of this Article 11, any other Loan Document, any Guarantee or any other
agreement, including with respect to any other Guarantor under this Article 11, (iii) the failure to perfect any security
interest in, or the release of, any of the security held by or on behalf of the Administrative Agent or any other Secured Party, or (iv) any
other circumstance that would constitute a surety defense (other than payment in full in cash of all of the Obligations).
197
Section 11.3 Security.
Each Guarantor authorizes the
Administrative Agent and each other Secured Party to (i) take and hold security for the payment of the obligations under the provisions
of this Article 11 pursuant to the Security Documents and exchange, enforce, waive and release any such security, (ii) apply
such security and direct the order or manner of sale thereof in accordance with the Loan Documents and (iii) release or substitute
any one or more endorsees, other Guarantors or other obligors.
Section 11.4 No
Discharge or Diminishment of Guarantee.
The obligations of each Guarantor
hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the payment in full
in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and
shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality
or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor
hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any other Secured Party
to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver
or modification of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations,
or by any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise
operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations).
Section 11.5 Defenses
of Borrower Waived.
To the fullest extent permitted
by applicable law, each of the Guarantors waives any defense based on or arising out of any defense of the Borrower or any other Loan
Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability
of the Borrower or any other Loan Party, other than the payment in full in cash of the Obligations. The Administrative Agent and the
other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial
sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other
accommodation with the Borrower or any Guarantor or exercise any other right or remedy available to them against the Borrower or any
Guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have
been fully paid in cash. Pursuant to applicable law, each Guarantor waives any defense arising out of any such election even though such
election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or
remedy of such Guarantor against the Borrower or any other Guarantor, as applicable, or any security.
198
Section 11.6 Agreement
to Pay; Subordination.
In furtherance of the foregoing
and not in limitation of any other right that the Administrative Agent or any other Secured Party has at law or in equity against any
Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Obligation (other than Excluded Swap
Obligations) when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each
Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Party as
designated thereby in cash the amount of such unpaid Obligations. Upon payment by any Guarantor of any sums to the Administrative Agent
or any Secured Party as provided above, all rights of such Guarantor against the applicable Loan Party arising as a result thereof by
way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right
of payment to the prior payment in full in cash of the Obligations. In addition, any debt or Lien of the Borrower or any other Loan Party
now or hereafter held by any Guarantor is hereby subordinated in right of payment and priority to the prior payment in full in cash of
the Obligations and the Liens created under the Loan Documents (provided that payments on such debt may be made at any time when
no Event of Default has occurred and is continuing). If any amount shall erroneously be paid to any Guarantor on account of (i) such
subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such debt of the Borrower or such other Loan Party,
such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Administrative Agent to
be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.
Section 11.7 Information.
Each Guarantor assumes all
responsibility for being and keeping itself informed of each Loan Party’s financial condition and assets, and of all other circumstances
bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks that such Guarantor assumes and
incurs hereunder, and agrees that none of the Administrative Agent or the other Secured Parties will have any duty to advise any of the
Guarantors of information known to it or any of them regarding such circumstances or risks.
Section 11.8 Termination.
(a) The
guarantees made hereunder (i) shall terminate when all the Obligations have been paid in full in cash (other than contingent or
indemnification obligations not then due), all Letters of Credit have expired and all LC Disbursements have been reimbursed, and the
Lenders have no further commitment to lend or otherwise extend credit under this Agreement and (ii) shall continue to be effective
or be reinstated, as applicable, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored
by any Secured Party or any Guarantor upon the bankruptcy or reorganization of any Loan Party or otherwise.
(b) If
any Equity Interest in any Subsidiary Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by
the Loan Documents and, immediately after giving effect thereto, such Subsidiary Guarantor shall no longer be a subsidiary, then the
obligations of such Subsidiary Guarantor under this Article 11 shall be automatically released.
199
Section 11.9 Additional
Guarantors.
Upon execution and delivery
after the Amendment Effective Date by the Administrative Agent and a Subsidiary of a Guarantee Supplement, such Subsidiary shall become
a Subsidiary Guarantor hereunder with the same force and effect as if originally named as a Subsidiary Guarantor herein. The execution
and delivery of any Guarantee Supplement shall not require the consent of any other Loan Party. The rights and obligations of each Guarantor
hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Guarantor as a party to this Agreement.
Section 11.10 Keepwell.
Each Qualified ECP Guarantor
hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be
needed from time to time by each other Loan Party to honor all of its Guarantee obligations under this Article 11 in respect of
Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.10 for the maximum
amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.10, or its Guarantee
obligations under this Article 11, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and
not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and
effect until such Qualified ECP Guarantor’s obligations under this Article 11 terminate pursuant to Section 11.8. Each
Qualified ECP Guarantor intends that this Section 11.10 constitute, and this Section 11.10 shall be deemed to constitute,
a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of
the Commodity Exchange Act.
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- Definition
Area code of city
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No definition available.
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- Definition
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
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No definition available.
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Period Type:
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- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
No definition available.
+ Details
Name:
dei_DocumentType
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Data Type:
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- Definition
Address Line 1 such as Attn, Building Name, Street Name
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No definition available.
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Name:
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- Definition
Name of the City or Town
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No definition available.
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Name:
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Data Type:
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Balance Type:
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- Definition
Code for the postal or zip code
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No definition available.
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Namespace Prefix:
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Data Type:
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Balance Type:
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- Definition
Name of the state or province.
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No definition available.
+ Details
Name:
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Namespace Prefix:
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Data Type:
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Balance Type:
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- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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Data Type:
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Balance Type:
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Period Type:
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X
- Definition
Indicate if registrant meets the emerging growth company criteria.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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- Definition
Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 7A
-Section B
-Subsection 2
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- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
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dei_EntityFileNumber
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Data Type:
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Balance Type:
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Period Type:
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X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
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Namespace Prefix:
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Data Type:
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- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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Period Type:
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- Definition
Local phone number for entity.
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No definition available.
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Namespace Prefix:
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Data Type:
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Balance Type:
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
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Namespace Prefix:
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Data Type:
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Balance Type:
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- Definition
Title of a 12(b) registered security.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
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- Definition
Name of the Exchange on which a security is registered.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
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- Definition
Trading symbol of an instrument as listed on an exchange.
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No definition available.
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
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