Form 8-K

8-K — Lumen Technologies, Inc.

Accession: 0001193125-26-157915

Filed: 2026-04-16

Period: 2026-04-14

CIK: 0000018926

SIC: 4813 (TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE))

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 — d144157d8k.htm (Primary)

EX-10.1 (d144157dex101.htm)

GRAPHIC (g144157g0415100155161.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d144157d8k.htm · Sequence: 1

8-K

false 0000018926 0000018926 2026-04-14 2026-04-14 0000018926 us-gaap:CommonStockMember 2026-04-14 2026-04-14 0000018926 us-gaap:PreferredStockMember 2026-04-14 2026-04-14

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):

April 14, 2026

Lumen Technologies, Inc.

(Exact name of registrant as specified in its charter)

Louisiana

001-7784

72-0651161

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

100 CenturyLink Drive

Monroe, Louisiana

71203

(Address of principal executive offices)

(Zip Code)

(318) 388-9000

(Telephone number, including area code)

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

Common Stock, no par value per share

LUMN

New York Stock Exchange

Preferred Stock Purchase Rights

N/A

New York Stock Exchange

Indicate by check mark whether any 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 ☐

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. ☐

Item 1.01

Entry into a Material Definitive Agreement.

On April 14, 2026, Lumen Technologies, Inc., a Louisiana corporation (“Lumen”), as borrower, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent, entered into the Revolving Credit Agreement (the “Credit Agreement”) providing for a revolving credit facility with commitments of $825 million.

Lumen does not provide security under the Credit Agreement but certain of Lumen’s subsidiaries have provided or, in certain cases after receiving necessary regulatory approvals, will provide an unconditional guarantee of payment of Lumen’s obligations (such entities, the “Lumen Guarantors”) and certain of such guarantees will be secured by a lien on substantially all of the assets of the applicable Lumen Guarantors. Level 3 Parent, LLC, a Delaware limited liability company (“Level 3 Parent”), Level 3 Financing, Inc., a Delaware corporation (“Level 3”), and certain of Level 3’s subsidiaries have provided or, in certain cases after receiving necessary regulatory approvals, will provide, an unconditional guarantee of payment of Lumen’s obligations under the Credit Agreement of up to $150 million, secured by a lien on substantially all of their assets (such entities, the “Level 3 Collateral Guarantors”). The guarantee by the Level 3 Collateral Guarantors may be reduced or terminated under certain circumstances. Qwest Corporation, a Colorado corporation (“Qwest”), and certain of its subsidiaries will provide an unsecured guarantee of collection of Lumen’s obligations under the Credit Agreement (collectively with Qwest, the “Qwest Guarantors”).

Borrowings under the Credit Agreement bear interest, at Lumen’s option, at a rate equal to either (i) Term SOFR (subject to a 0.00% floor) plus 2.75% for Term SOFR loans or (ii) a base rate plus 1.75% for base rate loans. The foregoing interest rates are subject to adjustment based on Lumen’s total net leverage ratio in accordance with the pricing grid in the Credit Agreement. Interest is payable at the end of each interest period. Lumen may prepay amounts outstanding under the Credit Agreement at any time without premium or penalty. The revolving credit facility established under the Credit Agreement matures on April 14, 2029 (subject to a springing maturity in certain circumstances).

Under the Credit Agreement and commencing with the fiscal quarter ended June 30, 2026, Lumen may not permit (i) its maximum total net leverage ratio to exceed 5.25 to 1.00 as of the last day of each fiscal quarter or (ii) its interest coverage ratio as of the last day of any test period to be less than 2.00 to 1.00.

The Credit Agreement contains certain customary affirmative and negative covenants, representations and warranties and events of default (subject, in certain cases, to customary grace and cure periods). If an event of default occurs, the lenders may, among other actions, accelerate the outstanding loans. The Credit Agreement allows Lumen to provide unsecured guarantees to certain notes issued by Qwest and certain Level 3 debt. Lumen may in the future provide unsecured guarantees to certain debt issued by Level 3 in order to simplify its overall reporting obligations.

In connection with entry into the Credit Agreement, the revolving commitments outstanding under the Superpriority Revolving/Term A Credit Agreement, dated as of March 22, 2024, among Lumen, as borrower, the lenders and issuing banks party thereto and Bank of America, N.A., as administrative agent and collateral agent were permanently reduced to zero and terminated.

The foregoing summary of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 2.03.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished with the above-described Current Report on Form 8-K:

Exhibit

No.

Description

10.1

Revolving Credit Agreement, dated as of April 14, 2026, among Lumen Technologies, Inc., as borrower, the lenders and issuing banks party thereto and Bank of America, N.A., as administrative agent and collateral agent.

104

Cover Page Interactive Data File (formatted as Inline XBRL).

Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and other attachments have been omitted from this filing and will be furnished to the Securities and Exchange Commission supplementally upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Lumen Technologies, Inc. has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned officer hereunto duly authorized.

LUMEN TECHNOLOGIES, INC.

Dated: April 16, 2026

By:

/s/ Chris Stansbury

Chris Stansbury

President and Chief Financial Officer

EX-10.1

Filename: d144157dex101.htm · Sequence: 2

EX-10.1

Exhibit 10.1

Execution Version

Published CUSIP Numbers:

Deal: 55024EAH8

Revolving Facility:

55024EAJ4

REVOLVING CREDIT AGREEMENT

dated as of April 14, 2026

among

LUMEN TECHNOLOGIES, INC.,

as the Borrower,

THE LENDERS

PARTY HERETO,

BANK OF AMERICA, N.A.,

as Administrative Agent and as Collateral Agent,

BOFA SECURITIES, INC.,

CITIGROUP

GLOBAL MARKETS INC.,

GOLDMAN SACHS BANK USA,

JPMORGAN CHASE BANK, N.A.,

MORGAN

STANLEY SENIOR FUNDING, INC.

and

WELLS FARGO SECURITIES, LLC,

Joint Lead Arrangers and Joint Bookrunners

and

CITIZENS BANK, N.A.

and

RBC CAPITAL MARKETS1

as Co-Documentation Agents

RBC Capital Markets is a brand name for the capital markets activities of Royal Bank of Canada and its

affiliates.

TABLE OF CONTENTS

PAGE

ARTICLE I

DEFINITIONS

Section 1.01.

Defined Terms

Section 1.02.

Terms Generally; GAAP

Section 1.03.

Timing of Payment or Performance

Section 1.04.

Times of Day

Section 1.05.

Classification of Loans and Borrowings

Section 1.06.

Interest Rates

Section 1.07.

Divisions

Section 1.08.

Letter of Credit Amounts

Section 1.09.

Effectuation of Transactions

ARTICLE II

THE CREDITS

Section 2.01.

Commitments

Section 2.02.

Loans and Borrowings

Section 2.03.

Requests for Borrowings

Section 2.04.

[Reserved]

Section 2.05.

Letters of Credit

Section 2.06.

Funding of Borrowings

Section 2.07.

Interest Elections

Section 2.08.

Termination and Reduction of Commitments

Section 2.09.

Repayment of Loans; Evidence of Debt

Section 2.10.

Repayment of Revolving Facility Loans and Prepayment and Termination Procedures

Section 2.11.

Prepayment of Loans and Termination of Commitments

Section 2.12.

Fees

Section 2.13.

Interest

Section 2.14.

Alternate Rate of Interest

Section 2.15.

Increased Costs

Section 2.16.

Break Funding Payments

Section 2.17.

Taxes

100

Section 2.18.

Payments Generally; Pro Rata Treatment; Sharing of Set-offs

105

Section 2.19.

Mitigation Obligations; Replacement of Lenders

107

Section 2.20.

Illegality

108

Section 2.21.

Incremental Revolving Commitments

109

Section 2.22.

Extensions of Loans and Commitments

111

Section 2.23.

Refinancing Amendments

114

Section 2.24.

Defaulting Lenders

117

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.01.

Organization; Powers

120

Section 3.02.

Authorization

120

Section 3.03.

Enforceability

121

Section 3.04.

Governmental Approvals

121

Section 3.05.

Financial Statements

121

Section 3.06.

No Material Adverse Effect

121

Section 3.07.

Title to Properties; Possession Under Leases.

121

Section 3.08.

Subsidiaries

121

Section 3.09.

Litigation; Compliance with Laws

122

Section 3.10.

Federal Reserve Regulations

122

Section 3.11.

Investment Company Act

122

Section 3.12.

Use of Proceeds

123

Section 3.13.

Taxes

123

Section 3.14.

No Material Misstatements

123

Section 3.15.

Employee Benefit Plans

124

Section 3.16.

Environmental Matters

124

Section 3.17.

Security Documents

125

Section 3.18.

Solvency

126

Section 3.19.

Labor Matters

126

Section 3.20.

Insurance

126

Section 3.21.

Intellectual Property; Licenses, Etc.

126

Section 3.22.

Communications and Regulatory Matters

127

Section 3.23.

USA PATRIOT Act

127

Section 3.24.

Anti-Corruption Laws and Sanctions

127

Section 3.25.

EEA Financial Institutions

128

ARTICLE IV

CONDITIONS OF LENDING

Section 4.01.

Closing Date

128

Section 4.02.

[Reserved]

130

Section 4.03.

Subsequent Credit Events

130

ARTICLE V

AFFIRMATIVE COVENANTS

Section 5.01.

Existence; Business and Properties

131

Section 5.02.

Insurance

132

Section 5.03.

Taxes

133

Section 5.04.

Financial Statements, Reports, Etc.

133

Section 5.05.

Litigation and Other Notices

136

Section 5.06.

Compliance with Laws

136

Section 5.07.

Maintaining Records; Access to Properties and Inspections

137

Section 5.08.

Use of Proceeds

137

Section 5.09.

Compliance with Environmental Laws

137

Section 5.10.

Further Assurances; Additional Security

137

Section 5.11.

Ratings

140

Section 5.12.

Restricted and Unrestricted Subsidiaries

140

Section 5.13.

Post-Closing

140

ARTICLE VI

NEGATIVE COVENANTS

Section 6.01.

Indebtedness

141

Section 6.02.

Liens

149

Section 6.03.

[Reserved]

154

Section 6.04.

Investments, Loans and Advances

155

Section 6.05.

Mergers, Consolidations, Sales of Assets and Acquisitions

159

Section 6.06.

Restricted Payments

164

Section 6.07.

Transactions with Affiliates

166

Section 6.08.

Business of the Borrower and the Subsidiaries; Etc.

168

Section 6.09.

Restrictions on Subsidiary Distributions and Negative Pledge Clauses

169

Section 6.10.

[Reserved]

171

Section 6.11.

Fiscal Quarter and/or Fiscal Year

171

Section 6.12.

Financial Covenants

172

ARTICLE VII

EVENTS OF DEFAULT

Section 7.01.

Events of Default

172

Section 7.02.

[Reserved]

175

Section 7.03.

Application of Funds

175

ARTICLE VIII

THE AGENTS

Section 8.01.

Appointment

176

Section 8.02.

Delegation of Duties

178

Section 8.03.

Exculpatory Provisions

178

Section 8.04.

Reliance by Agents

179

Section 8.05.

Notice of Default

180

Section 8.06.

Non-Reliance on Agents and Other Lenders

180

Section 8.07.

Indemnification

181

Section 8.08.

Agent in Its Individual Capacity

182

iii

Section 8.09.

Successor Administrative Agent

182

Section 8.10.

Arrangers, Co-Documentation Agents, etc.

183

Section 8.11.

Security Documents and Collateral Agent

183

Section 8.12.

Right to Realize on Collateral, Enforce Guarantees, and Credit Bidding

184

Section 8.13.

Withholding Tax

186

Section 8.14.

Secured Cash Management Agreements and Secured Hedge Agreements

187

Section 8.15.

Certain ERISA Matters

187

ARTICLE IX

MISCELLANEOUS

Section 9.01.

Notices; Communications

188

Section 9.02.

Survival of Agreement

190

Section 9.03.

Binding Effect

190

Section 9.04.

Successors and Assigns

190

Section 9.05.

Expenses; Indemnity

197

Section 9.06.

Right of Set-off

199

Section 9.07.

Applicable Law

200

Section 9.08.

Waivers; Amendment

200

Section 9.09.

Interest Rate Limitation

205

Section 9.10.

Entire Agreement

205

Section 9.11.

WAIVER OF JURY TRIAL

205

Section 9.12.

Severability

206

Section 9.13.

Counterparts

206

Section 9.14.

Headings

206

Section 9.15.

Jurisdiction; Consent to Service of Process

207

Section 9.16.

Confidentiality

207

Section 9.17.

Platform; Borrower Materials

209

Section 9.18.

Release of Liens and Guarantees

209

Section 9.19.

USA PATRIOT Act Notice; Beneficial Ownership Regulation Notice

213

Section 9.20.

Agency of the Borrower for the Loan Parties

213

Section 9.21.

No Advisory or Fiduciary Responsibility

213

Section 9.22.

Payments Set Aside

214

Section 9.23.

Acknowledgement and Consent to Bail-In of Affected Financial Institutions

214

Section 9.24.

Electronic Execution of Assignments and Certain Other Documents

215

Section 9.25.

Acknowledgement Regarding Any Supported QFCs

215

Section 9.26.

FCC and State PUC Compliance

216

Section 9.27.

[Reserved]

217

Section 9.28.

Recovery of Erroneous Payments

217

Section 9.29.

Regulated Subsidiaries

217

Exhibits and Schedules

Exhibit A

Form of Assignment and Acceptance

Exhibit B

Form of Incremental Assumption Agreement

Exhibit C

Form of Solvency Certificate

Exhibit D-1

Form of Borrowing Request

Exhibit D-2

Form of Letter of Credit Request

Exhibit E

Form of Interest Election Request

Exhibit F

[Reserved]

Exhibit G

Form of Subordinated Intercompany Note

Exhibit H

Form of Promissory Note

Exhibit I

Form of Perfection Certificate

Exhibit J-1

Form of U.S. Tax Certificate (For Non-U.S. Lendersthat are not

Partnerships for U.S. Federal Income Tax Purposes)

Exhibit J-2

Form of U.S. Tax Certificate (For Non-U.S. Lendersthat are

Partnerships for U.S. Federal Income Tax Purposes)

Exhibit J-3

Form of U.S. Tax Certificate (For Non-U.S. Participants that are not

Partnerships for U.S. Federal Income Tax Purposes)

Exhibit J-4

Form of U.S. Tax Certificate (For Non-U.S. Participants that are

Partnerships for U.S. Federal Income Tax Purposes)

Schedule 2.01

Commitments

Schedule 2.05

Existing Letters of Credit

Schedule 3.04

Governmental Approvals

Schedule 3.08(a)

Subsidiaries

Schedule 3.08(b)

Equity Interests

Schedule 3.16

Environmental Matters

Schedule 3.20

Insurance

Schedule 3.21

Intellectual Property

Schedule 5.13

Post-Closing

Schedule 6.01(a)

Indebtedness

Schedule 6.01(u)

Existing Unsecured Debt

Schedule 6.02

Liens

Schedule 6.04

Investments

Schedule 6.07

Affiliate Transactions

Schedule 9.01

Notice Information

REVOLVING CREDIT AGREEMENT, dated as of April 14, 2026 (this

“Agreement”), among Lumen Technologies, Inc., a Louisiana corporation (the “Borrower”), Bank of America, N.A., as Administrative Agent and as Collateral Agent, and each Issuing Bank and Lender party hereto from

time to time.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto hereby

covenant and agree as follows:

ARTICLE I

DEFINITIONS

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

“ABR” shall mean for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate

plus 1/2 of 1.00%, (b) the rate of interest in effect for such day as publicly announced from time to time by the Administrative Agent as its “prime rate,” (c) Term SOFR for a one-month

Interest Period plus 1.00% and (d) 1.00%. The “prime rate” is a rate of interest per annum publicly announced by the Administrative Agent and set based upon various factors including the Administrative Agent’s costs and

desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by the Administrative Agent

shall take effect at the opening of business on the day specified in the public announcement of such change. If ABR is being used as an alternate rate of interest pursuant to Section 2.14, then ABR shall be the greater of

clauses (a), (b) and (d) above and shall be determined without reference to clause (c) above. “ABR” when used with respect to any Loan or Borrowing, refers to

whether such Loan, or the Loans included in such Borrowing, bear interest by reference to the ABR.

“ABR Borrowing”

shall mean a Borrowing comprised of ABR Loans.

“ABR Loan” shall mean any Revolving Facility Loan bearing interest at a

rate determined by reference to the ABR in accordance with the provisions of Article II.

“Administrative Agent” shall mean Bank of America, N.A., in its capacity as administrative agent under any of the Loan

Documents, or any successor administrative agent.

“Administrative Agent Fee Letter” shall mean that certain

Administrative Agent Fee Letter, dated as of the Closing Date, between the Borrower and the Administrative Agent (as may be amended, restated, supplemented or otherwise modified).

“Administrative Agent Fees” shall have the meaning assigned to such term in Section 2.12(c).

“Administrative Questionnaire” shall mean an Administrative Questionnaire

in the form supplied by the Administrative Agent.

“Affected Financial Institution” shall mean (a) any EEA

Financial Institution or (b) any UK Financial Institution.

“Affiliate” shall mean, when used 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.

“Agents” shall mean the Administrative Agent and the Collateral Agent.

“Agreement” shall have the meaning assigned to such term in the introductory paragraph of this Agreement, as may be

amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Anti-Corruption Laws”

shall mean laws or rules related to bribery or anti-corruption, including the United States Foreign Corrupt Practices Act of 1977, as amended, and the UK Bribery Act 2010.

“Applicable Commitment Fee” shall mean for any day (i) with respect to any Revolving Facility Commitments in effect on

the Closing Date, (A) from the Closing Date to the date on which the Administrative Agent receives a certificate pursuant to Section 5.04(c) for the first fiscal quarter ending after the Closing Date, 0.375% per annum, and

(B) thereafter, the percentages per annum set forth under the caption “Applicable Commitment Fee” in the table included in the definition of “Applicable Margin” based on the Total Net Leverage Ratio as set forth in the

most recent certificate received by the Administrative Agent pursuant to Section 5.04(c) (subject to any increases or decreases as set forth in the definition of “Applicable Margin”); and (ii) with respect to any Other

Revolving Facility Commitments, the “Applicable Commitment Fee” set forth in the applicable Extension Amendment or Refinancing Amendment (as applicable).

“Applicable Margin” shall mean for any day:

(a) with respect to any Revolving Facility Loan under the Revolving Facility in effect on the Closing Date, (A) from the Closing Date to

the date on which the Administrative Agent receives a certificate pursuant to Section 5.04(c) for the first fiscal quarter ending after the Closing Date, 2.75% per annum in the case of any Term SOFR Loan and 1.75% per annum in the case of any

ABR Loan, and (B) thereafter, the following percentages per annum set forth below under the caption “ABR Loans” or “Term SOFR Loans,” as the case may be, based upon the Total Net Leverage Ratio as set forth in the most

recent certificate received by the Administrative Agent pursuant to Section 5.04(c);

Level

Total Net Leverage Ratio

Term SOFR Loans

ABR

Loans

Applicable

Commitment

Fee

> 4.50 to 1.00

3.00%

2.00%

0.40%

< 4.50 to 1.00 and > 3.50 to 1.00

2.75%

1.75%

0.375%

III

< 3.50 to 1.00 and > 2.50 to 1.00

2.50%

1.50%

0.35%

< 2.50 to 1.00

2.25%

1.25%

0.30%

Any increase or decrease in the Applicable Margin or Applicable Commitment Fee resulting from a

change in the Total Net Leverage Ratio shall become effective as of the first Business Day immediately following the date a certificate is delivered pursuant to Section 5.04(c); provided, however, that if such

certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, pricing Level I shall apply as of the first Business Day after the date on which such certificate was required to have been

delivered and in each case shall remain in effect until the date on which such certificate is delivered. In the event that the Borrower or the Administrative Agent determines that any financial statement or certificate delivered pursuant to

Section 5.04(c) is inaccurate, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin or Applicable Commitment Fee for any period (an “Applicable Period”) than the Applicable Margin

and/or Applicable Commitment Fee applied for such Applicable Period, then (a) the Borrower shall promptly following such determination deliver to the Administrative Agent correct financial statements and certificates required by

Section 5.04(c) for such Applicable Period, (b) the Applicable Margin and Applicable Commitment Fee for such Applicable Period shall be determined as if the Total Net Leverage Ratio were determined based on the amounts

set forth in such correct financial statements and certificates and (c) the Borrower shall promptly (and in any event within ten Business Days) following delivery of such corrected financial statements and certificates pay to the Administrative

Agent the accrued additional interest and fees owing as a result of such increased Applicable Margin and Applicable Commitment Fee for such Applicable Period.

(b) with respect to any Other Revolving Loan, the “Applicable Margin” set forth in the Incremental Assumption Agreement, Extension

Amendment or Refinancing Amendment (as applicable) relating thereto.

“Approved Fund” shall have the meaning assigned

to such term in Section 9.04(b)(ii).

“Arrangers” shall mean, collectively, BofA Securities,

Inc., Citigroup Global Markets Inc., Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc. And Wells Fargo Securities, LLC.

“Asset Sale” shall mean (a) any Disposition (including any sale and

lease-back of assets and any lease of Real Property) to any person of any asset or assets of the Borrower or any Subsidiary and (b) any sale of any Equity Interests by any Subsidiary to a person other than the Borrower or a Subsidiary.

“Assignee” shall have the meaning assigned to such term in Section 9.04(b)(i).

“Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an Assignee, and accepted

by the Administrative Agent and the Borrower (if required by Section 9.04), substantially in the form of Exhibit A or such other form (including electronic documentation generated by use of an

electronic platform) as shall be approved by the Administrative Agent and reasonably satisfactory to the Borrower.

“Auto-Extension Letter of Credit” shall have the meaning assigned that term in Section 2.05(b).

“Availability Period” shall mean, with respect to any Class of Revolving Facility Commitments, the period from

and including the Closing Date (or, if later, the effective date for such Class of Revolving Facility Commitments) to but excluding the earlier of the Maturity Date for such Class and, in the case of each of the Revolving Facility Loans,

Revolving Facility Borrowings and Letters of Credit under any Class of Revolving Facility Commitments, the date of termination of the Revolving Facility Commitments of such Class.

“Available Unused Commitment” shall mean, with respect to a Revolving Facility Lender under any Class of Revolving

Facility Commitments at any time, an amount equal to the amount by which (a) the applicable Revolving Facility Commitment of such Revolving Facility Lender at such time exceeds (b) the applicable Revolving Facility Credit Exposure of such

Revolving Facility Lender at such time.

“Bail-In Action” shall mean 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” shall mean, (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, rule, regulation 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).

“Bankruptcy Code” shall mean Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in

effect, and any successor thereto.

“Beneficial Ownership Certification” shall mean a certification regarding

beneficial ownership required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” shall mean 31

C.F.R. § 1010.230.

“Benefit Plan” shall mean 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”.

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States of America.

“Board of Directors” shall mean, as to any person, the board of directors, the board of managers, the sole manager or other

governing body of such person or (other than for purposes of the definition of “Change of Control”) any duly appointed committee thereof.

“Borrower” shall have the meaning assigned to such term in the preamble hereto.

“Borrower Materials” shall have the meaning assigned to such term in Section 5.04.

“Borrowing” shall mean a group of Loans of a single Class and Type, and made on a single date and, in the case of Term

SOFR Loans, as to which a single Interest Period is in effect.

“Borrowing Minimum” shall mean (a) in the case of

Term SOFR Loans, $5,000,000 and (b) in the case of ABR Loans, $1,000,000.

“Borrowing Multiple” shall mean

(a) in the case of Term SOFR Loans, $1,000,000 and (b) in the case of ABR Loans, $250,000.

“Borrowing

Request” shall mean a request by the Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit D-1 or another form

(including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) approved by the Administrative Agent and appropriately completed and signed by a Responsible Officer of the Borrower.

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which commercial banks are authorized

to close under the laws of, or are in fact closed in, the state where the Administrative Agent’s Lending Office is located.

“Capital Expenditures” shall mean, for any person in respect of any period, the aggregate of all expenditures incurred by

such person during such period that, in accordance with GAAP, are or should be included in “additions to property, plant or equipment” or similar items reflected in the statement of cash flows of such person; provided, that

Capital Expenditures for the Borrower and the Subsidiaries shall not include:

(a)

expenditures to the extent made with proceeds of the issuance of Qualified Equity Interests of the Borrower or

capital contributions to the Borrower;

(b)

expenditures of proceeds of insurance settlements, condemnation awards and other settlements in respect of

lost, destroyed, damaged or condemned assets, equipment or other property to the extent such expenditures are made to replace or repair such lost, destroyed, damaged or condemned assets, equipment or other property or otherwise to acquire, maintain,

develop, construct, improve, upgrade or repair assets or properties useful in the business of the Borrower and the Subsidiaries;

(c)

interest capitalized during such period;

(d)

expenditures that are accounted for as capital expenditures of such person and that actually are paid for by a

third party (excluding the Borrower or any Subsidiary) and for which none of the Borrower or any Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such third party or any other

person (whether before, during or after such period);

(e)

the book value of any asset owned by such person prior to or during such period to the extent that such book

value is included as a capital expenditure during such period as a result of such person reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period; provided, that

any expenditure necessary in order to permit such asset to be reused shall be included as a Capital Expenditure during the period that such expenditure actually is made;

(f)

the purchase price of equipment purchased during such period to the extent that the consideration therefor

consists of any combination of (i) used or surplus equipment traded in at the time of such purchase, (ii) the proceeds of a concurrent sale of used or surplus equipment, in each case, in the ordinary course of business or (iii) assets

Disposed of pursuant to Section 6.05(m);

(g)

Investments in respect of a Permitted Business Acquisition; or

(h)

the purchase of property, plant or equipment made with proceeds from any Asset Sale.

“Capitalized Lease Obligations” shall mean, at the time any determination thereof is to be made, the amount of the

liability in respect of a finance lease that would at such time be required to be capitalized and reflected as a liability on the balance sheet (excluding the footnotes thereto) in accordance with GAAP; provided, that all obligations

of any person that are or would be characterized as operating lease obligations in accordance with GAAP on October 31, 2016 (whether or not such operating lease obligations were in effect on such date) may, in the sole discretion of the

Borrower, continue to be accounted for as operating lease obligations (and not as Capitalized 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 Capitalized Lease Obligations.

“Cash Collateralize” shall mean to pledge and deposit with or deliver to

the Collateral Agent, for the benefit of one or more of the Issuing Banks or Lenders, as collateral for Revolving L/C Exposure or obligations of the Lenders to fund participations in respect of Revolving L/C Exposure, cash or deposit account

balances or, if the Collateral Agent and each Issuing Bank shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Collateral Agent and each applicable

Issuing Bank. “Cash Collateral” and “Cash Collateralization” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Management Agreement” shall mean any agreement to provide to the Borrower or any Subsidiary cash management services

for collections, treasury management services (including controlled disbursement, overdraft, automated clearing house fund transfer services, return items and interstate depository network services), any demand deposit, payroll, trust or operating

account relationships, commercial credit cards, merchant card, purchase or debit cards, non-card e-payables services, and other cash management services, including

electronic funds transfer services, lockbox services, stop payment services and wire transfer services and including any Outside LC Facility.

“Cash Management Bank” shall mean (i) any person that, at the time it enters into a Cash Management Agreement (or on

the Closing Date), is an Agent, a Lender or an Affiliate of any such person and (ii) any Outside LC Facility Issuer, in each case, in its capacity as a party to such Cash Management Agreement.

“CFC” shall mean a “controlled foreign corporation” within the meaning of section 957(a) of the Code.

“Change in Law” shall mean (a) the adoption of any law, rule, treaty or regulation after the Closing Date,

(b) any change in law, rule, treaty or regulation or in the interpretation or application thereof by any Governmental Authority after the Closing Date or (c) compliance by any Lender or Issuing Bank (or, for purposes of

Section 2.15(b), by any Lending Office of such Lender or Issuing Bank or by such Lender’s or Issuing Bank’s holding company, if any) with any written request, guideline or directive (whether or not having the

force of law) of any Governmental Authority made or issued after the Closing Date; provided, that notwithstanding anything herein to the contrary, (x) all requests, rules, guidelines or directives under or issued in connection with the

Dodd-Frank Wall Street Reform and Consumer Protection Act, all interpretations and applications thereof and any compliance by a Lender with any request or directive relating thereto and (y) all requests, rules, guidelines or directives

promulgated under or in connection with, all interpretations and applications of, and any compliance by a Lender with any request or directive relating to the Bank for International Settlements, the Basel Committee on Banking Supervision (or any

successor or similar authority) or the United States of America or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case under clauses (x) and (y) be deemed to be a “Change in

Law,” regardless of the date enacted, adopted or issued but only to the extent it is the general policy of an Issuing Bank or Lender to impose applicable increased costs or costs in connection with capital adequacy requirements similar to

those described in clauses (a) and (b) of Section 2.15 generally on other similarly situated borrowers under similar circumstances under agreements permitting such impositions.

“Change of Control” shall mean

(a)

the acquisition of ownership, directly or indirectly, beneficially (within the meaning of the Exchange Act and

the rules of the SEC thereunder as in effect on the date hereof) or of record, by any person (within the meaning of the Exchange Act and the rules of the SEC thereunder as in effect on the date hereof) or group (within the meaning of the Exchange

Act and the rules of the SEC thereunder as in effect on the date hereof) of Equity Interests representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower, unless the

Borrower becomes a direct or indirect wholly-owned Subsidiary of a holding company (i.e., a parent company) and the direct or indirect holders of Equity Interests of such holding company immediately following that transaction are

substantially the same as the holders of the Borrower’s Equity Interests (and in the same proportion) immediately prior to that event; or

(b)

occupation of a majority of the seats (other than vacant seats) on the Board of Directors of the Borrower by

persons who (i) were not members of the Board of Directors of the Borrower on the Closing Date and (ii) whose election to the Board of Directors of the Borrower or whose nomination for election by the stockholders of the Borrower was not

approved by a majority of the members of the Board of Directors of the Borrower then still in office who were either members of the Board of Directors on the Closing Date or whose election or nomination for election was previously so approved.

“Charges” shall have the meaning assigned to such term in Section 9.09.

“Class” shall mean, (a) when used in respect of any Loan or Borrowing, whether such Loan or the Loans comprising

such Revolving Facility Loans or Other Revolving Loans established as a separate Class; and (b) when used in respect of any Commitment, whether such Commitment is in respect of a commitment to make Revolving Facility Loans or Other Revolving

Loans of a specified Class.

“Closing Date” shall mean April 14, 2026.

“CME” shall mean CME Group Benchmark Administration Limited.

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

“Co-Documentation Agents” shall mean, collectively Citizens Bank, N.A. and RBC

Capital Markets.

“Collateral” shall mean all the “Collateral” as defined in any Security Document and

shall also include all other property that is subject to any Lien in favor of the Collateral Agent or any Subagent or the LVLT Collateral Agent or any subagent thereof, in each case, for the benefit of the Secured Parties pursuant to any Security

Document; provided, that

notwithstanding anything to the contrary herein or in any Security Document or other Loan Document, (x) in no case shall the Collateral include any Excluded Property and

(y) notwithstanding anything to the contrary set forth in any other agreement or document, a LVLT Collateral Guarantor shall not be required to grant a Lien over any property of such LVLT Collateral Guarantor unless such property is subject to

a Lien in favor of any LVLT Secured Debt.

“Collateral Agent” shall mean the Administrative Agent, acting in its

capacity as collateral agent for the Secured Parties, together with its successors and permitted assigns in such capacity.

“Collateral Agreement” shall mean the Collateral Agreement, dated as of the Closing Date, as may be amended, restated,

amended and restated, supplemented or otherwise modified from time to time, among each Collateral Guarantor and the Collateral Agent.

“Collateral and Guarantee Requirement” shall mean the requirement that (in each case, subject to

(x) Sections 5.10(g), (i), (j), and (l), (y) Schedule 5.13 and (z) Section 9.29 (which, for the avoidance of doubt, shall override any

conflicting part of the applicable clauses of this definition of “Collateral and Guarantee Requirement”)):

(a)

on the Closing Date, to the extent not previously delivered, the Collateral Agent or the LVLT Collateral Agent,

as applicable, shall have received from:

(i) the Borrower and each Lumen Collateral Guarantor, a

counterpart of the Collateral Agreement,

(ii) each LVLT Collateral Guarantor, a counterpart of the LVLT Collateral

Agreement,

(iii) each Lumen Guarantor, a counterpart of the Lumen Guarantee Agreement,

(iv) each QC Guarantor, a counterpart of the QC Guarantee Agreement and

(v) each LVLT Guarantor, a counterpart of the LVLT Guarantee Agreement,

in each case duly executed and delivered on behalf of such person;

(b)

on the Closing Date, to the extent not previously delivered, (i)(x) all outstanding Equity Interests directly

owned by the Collateral Guarantors, other than Excluded Securities, and (y) all Indebtedness owing to any Collateral Guarantor, other than Excluded Securities, shall have been pledged or assigned for security purposes pursuant to the Security

Documents and (ii) the Collateral Agent shall have received certificates, updated share registers (where necessary under the laws of any applicable jurisdiction in order to create a perfected security interest in such

Equity Interests) or other instruments (if any) representing such Equity Interests and any notes or other instruments required to be delivered pursuant to the applicable Security Documents,

together with stock powers, note endorsements or other instruments of transfer with respect thereto (as applicable) endorsed in blank;

(c)

in the case of any person that becomes a Guarantor after the Closing Date, the Agents shall have received:

(i) a supplement to the applicable Subsidiary Guarantee Agreement,

(ii) in the case of a Lumen Collateral Guarantor, supplements to the Collateral Agreement and, subject to clause (f),

any other Security Documents, if applicable, in the form specified therefor or otherwise reasonably acceptable to the Collateral Agent and

(iii) in the case of a LVLT Collateral Guarantor, supplements to the LVLT Collateral Agreement and, subject to clause

(f), any other LVLT Security Documents, if applicable, in the form specified therefor or otherwise reasonably acceptable to the LVLT Collateral Agent, in each case, duly executed and delivered on behalf of such Guarantor;

(d)

(i) all outstanding Equity Interests of any person that becomes a Guarantor after the Closing Date and that are

held by a Collateral Guarantor and (ii) all Equity Interests directly acquired by a Collateral Guarantor after the Closing Date, in each case other than Excluded Securities, shall have been pledged pursuant to the Security Documents, together

with stock powers or other instruments of transfer with respect thereto (as applicable) endorsed in blank;

(e)

except as otherwise contemplated by this Agreement or any Security Document, all documents and instruments,

including Uniform Commercial Code financing statements, and filings with the United States Copyright Office and the United States Patent and Trademark Office, and all other actions reasonably requested by the Collateral Agent (including those

required by applicable Requirements of Law) to be delivered, filed, registered or recorded to create the Liens intended to be created by the Security Documents (in each case, including any supplements thereto) and perfect such Liens to the extent

required by, and with the priority required by, the Security Documents, shall have been delivered, filed, registered or recorded or delivered to the Collateral Agent for filing, registration or the recording substantially concurrently with, or

promptly following, the execution and delivery of each such Security Document;

(f)

[reserved];

(g)

[reserved];

(h)

evidence of the insurance (if any) and endorsements required by the terms of

Section 5.02 hereof shall have been received by the Collateral Agent; and

(i)

after the Closing Date, the Collateral Agent shall have received (i) such other Security Documents as may

be required to be delivered pursuant to Section 5.10 or the Security Documents required to be delivered pursuant to Section 3.3 of the Collateral Agreement), and (ii) upon reasonable request

by the Collateral Agent, evidence of compliance with any other requirements of Section 5.10.

The foregoing provisions shall not require the creation or perfection of pledges of or security interests in particular assets if and for so

long as, in the good faith judgment of the Borrower and the Collateral Agent, the cost of creating or perfecting such pledges or security interests in such assets shall be excessive in view of the benefits to be obtained by the Lenders therefrom.

Without limiting the foregoing, the Collateral Agent may agree to forego making any filing in the United States Patent and Trademark Office with respect to any Intellectual Property of any Collateral Guarantor if the Borrower and the Collateral

Agent determine in good faith that such Intellectual Property, taken together with all other Intellectual Property as to which such filings are not made pursuant to this sentence, (a) is not material to the operations of the Borrower and its

Subsidiaries, taken as a whole, and (b) is not a material portion of all of the Collateral based on value. The Collateral Agent may grant extensions of time for the perfection of security interests in particular assets (including extensions

beyond the Closing Date for the perfection of security interests in the assets of the Loan Parties on such date) where it determines that perfection cannot be accomplished without undue effort or expense by the time or times at which it would

otherwise be required by this Agreement or the Security Documents.

Notwithstanding any provision of this definition or otherwise in this

Agreement or any other Loan Document to the contrary, (i) no Excluded Subsidiary shall be required to become a party to any Subsidiary Guarantee Agreement, the Collateral Agreement, the LVLT Collateral Agreement or any other Security Document

or to Guarantee or create Liens on its assets to secure the Obligations and (ii) the Collateral granted by a LVLT Collateral Guarantor shall only secure Obligations in respect of the LVLT Limited Guarantee.

“Collateral Guarantors” shall mean each Lumen Collateral Guarantor and each LVLT Collateral Guarantor. Notwithstanding

anything herein or any other Loan Document to the contrary, in no event shall QC, QCF or any of their respective subsidiaries be required to become Collateral Guarantors and the Collateral portion of the Collateral and Guarantee Requirement shall

not apply to such entities.

“Collateral Matters Certificate” shall have the meaning assigned to such term in

Section 9.18(d).

“Commitment Fee” shall have the meaning assigned to such term in

Section 2.12(a).

“Commitments” shall mean with respect to any Lender, such Lender’s

Revolving Facility Commitment and/or Other Revolving Facility Commitment.

“Commodity Exchange Act” shall mean the Commodity Exchange Act

(7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Conforming Changes”

shall mean, with respect to the use, administration of or any conventions associated with SOFR or any proposed Successor Rate or Term SOFR, as applicable, any conforming changes to the definitions of “ABR”, “SOFR”,

“Term SOFR” and “Interest Period”, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definitions

of “Business Day” and “U.S. Government Securities Business Day”, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the reasonable

discretion of the Administrative Agent (in consultation with the Borrower), to reflect the adoption and implementation of such applicable rate(s) and to permit the administration thereof by the Administrative Agent in a manner substantially

consistent with market practice (or, if the Administrative Agent reasonably determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such rate exists, in

such other manner of administration as the Administrative Agent reasonably determines (in consultation with the Borrower) is reasonably necessary in connection with the administration of this Agreement and any other Loan Document).

“Consolidated Debt” shall mean, as of any date of determination for any person, the sum of (without duplication) the

principal amount of all Indebtedness of the type set forth in clauses (a), (b), (c), (d), (e) (to the extent related to any Indebtedness that would otherwise constitute Consolidated Debt), (f) and

(k) of the definition of “Indebtedness” of such person and its Subsidiaries determined on a consolidated basis on such date; provided, that the amount of any Indebtedness with respect to which the applicable obligors

have entered into currency hedging arrangements shall be calculated giving effect to such currency hedging arrangements; provided, further, that (x) any Indebtedness under any Qualified Receivable Facility and (y) other than for

purposes of calculating the Priority Leverage Ratio, any Qualified Securitization Facility or Qualified Digital Products Facility, in each case, shall not constitute Consolidated Debt.

“Consolidated Interest Coverage Ratio” shall mean on any date the ratio of:

(i) EBITDA of the Borrower to

(ii) consolidated cash interest expense of the Borrower and its Subsidiaries, in each case, for the most recently ended Test

Period on or prior to such date;

provided, that the Consolidated Interest Coverage Ratio shall be determined on a Pro Forma Basis;

provided, further, that consolidated cash interest expense pursuant to clause (ii) shall exclude, without duplication, amortization of original issue discount and deferred financing fees and expensing of any bridge or other

financing fees and commissions, discounts, yield and other fees and charges related to any Qualified Receivable Facility, Qualified Securitization Facility or Qualified Digital Products Facility.

“Consolidated Net Income” shall mean, with respect to any person for any

period, the aggregate Net Income of such person and its subsidiaries for such period, on a consolidated basis, in accordance with GAAP; provided, that the Net Income for such period of any person that is not a subsidiary of such person, or is

an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be included only to the extent of the amount of dividends or distributions or other payments actually paid in cash, Permitted Investments or other cash

equivalents (or to the extent converted into cash, Permitted Investments or other cash equivalents) to the referent person or a Subsidiary thereof in respect of such period.

“Consolidated Priority Debt” shall mean, on any date, Consolidated Debt of the Borrower on such date after

deducting, without duplication, the amount of any Indebtedness otherwise included in Consolidated Debt of the Borrower consisting of unsecured Indebtedness of the Borrower that is not Guaranteed by any Subsidiary of the Borrower; provided

that, for the avoidance of doubt, any Indebtedness under any Qualified Securitization Facilities and Qualified Digital Products Facilities shall constitute Consolidated Priority Debt.

“Consolidated Total Assets” shall mean, as of any date of determination, the total assets of the Borrower and the

Subsidiaries, determined on a consolidated basis in accordance with GAAP, but excluding amounts attributable to Investments in Unrestricted Subsidiaries, as set forth on the consolidated balance sheet of the Borrower as of the last day of the Test

Period ending immediately prior to such date for which financial statements of the Borrower have been delivered (or were required to be delivered) pursuant to Section 5.04(a) or 5.04(b), as applicable. Consolidated

Total Assets shall be determined on a Pro Forma Basis.

“Consolidated Working Capital” shall mean, with respect to the

Borrower and the Subsidiaries on a consolidated basis at any date of determination, Current Assets at such date of determination minus Current Liabilities at such date of determination; provided, that increases or decreases in Consolidated

Working Capital shall be calculated without regard to any changes in Current Assets or Current Liabilities as a result of (a) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent

or (b) the effects of purchase accounting.

“Control” shall mean the possession, directly or indirectly, of the

power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting power or securities, by contract or otherwise, and “Controlling,” “Controls” and

“Controlled” shall have meanings correlative thereto.

“Credit Event” shall mean the funding of any

Loan (but excluding, for the avoidance of doubt, any continuation of a Loan or conversion of a Loan from one Type to another) and/or any L/C Credit Extension.

“Current Assets” shall mean, with respect to the Borrower and the

Subsidiaries on a consolidated basis at any date of determination, the sum of (a) all assets (other than cash, Permitted Investments or other cash equivalents) that would, in accordance with GAAP, be classified on a consolidated balance sheet

of the Borrower and the Subsidiaries as current assets at such date of determination, other than amounts related to current or deferred Taxes based on income or profits, and (b) gross accounts receivable comprising part of (x) the

Receivables (except those subject to any Qualified Receivable Facility), (y) the Securitization Assets (except those subject to any Qualified Securitization Facility), or (z) the Digital Products (except those subject to any Qualified Digital

Products Facility).

“Current Liabilities” shall mean, with respect to the Borrower and the Subsidiaries on a

consolidated basis at any date of determination, all liabilities that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Borrower and the Subsidiaries as current liabilities at such date of determination, other than

(a) the current portion of any Indebtedness, (b) accruals of Interest Expense (excluding Interest Expense that is due and unpaid), and (c) accruals for current or deferred Taxes based on income or profits.

“Daily Simple SOFR” with respect to any applicable determination date shall mean the SOFR published on such date on the

Federal Reserve Bank of New York’s website (or any successor source).

“Debtor Relief Laws” shall mean the

Bankruptcy Code 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 of America or

other applicable jurisdictions from time to time in effect.

“Default” shall mean any event or condition that upon

notice, lapse of time or both would constitute an Event of Default.

“Defaulting Lender” shall mean, subject to

Section 2.24, any Lender that

(a)

has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such

Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing within such two (2) Business Days of the applicable funding date that such failure is the result of such Lender’s

good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in reasonable detail in such writing) has not been satisfied or

(ii) pay to the Administrative Agent, any Issuing Bank or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within two (2) Business Days of the date when

due,

(b)

has notified the Borrower, the Administrative Agent or any Issuing Bank in writing that it does not intend or

expect to comply with its funding obligations hereunder or generally under other agreements in which it commits to extend credit, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s

obligation to fund a Loan hereunder and states that such position is based on such Lender’s good faith determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically

identified in reasonable detail in such writing or public statement) cannot be satisfied),

(c)

has failed, within three (3) Business Days after written request by the Administrative Agent or the

Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided, that such Lender shall cease to be a Defaulting Lender pursuant to this clause

(d)

has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any

Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar person charged with reorganization or liquidation of its business or assets, including the

Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action;

provided, that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in

that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States of America

or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through

(d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.24) upon delivery of written notice of such determination to the

Borrower, each Issuing Bank and each Lender.

“Designated Non-Cash

Consideration” shall mean the Fair Market Value of non-cash consideration received by the Borrower or one of its Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration by the Borrower, setting forth such valuation, less the amount of cash, Permitted Investments or other cash equivalents received in connection with a subsequent disposition of such Designated Non-Cash Consideration.

“Digital Product” shall mean the bona fide products,

applications, platforms, software or intellectual property related to or used in connection with the development, adoption, implementation or operation of ExaSwitch or Black Lotus Labs digital products or digital businesses or any other digital

business of the Borrower and its Subsidiaries, including artificial intelligence, machine learning, data analytics, automation technologies, and related digital or network infrastructure, including fiber optic and copper cables, conduit and other

network and connectivity-related assets (including, without limitation, lateral connections, extensions and new build-outs connecting to data centers or similar facilities), and any related tools, services or technologies, in each case as determined

in good faith by the Borrower.

“Digital Product Assets” shall mean (x) Securitization Assets and

(y) Digital Products.

“Digital Products Subsidiary” shall mean any Special Purpose Entity established in

connection with a Qualified Digital Products Facility. For the avoidance of doubt, a “Digital Products Subsidiary” includes a LVLT Digital Products Subsidiary.

“Disinterested Director” shall mean, with respect to any person and transaction, a member of the Board of Directors of such

person who does not have any material direct or indirect financial interest in or with respect to such transaction.

“Dispose” or “Disposed of” shall mean to convey, sell, lease, sell and lease-back, assign, transfer or

otherwise dispose of any property, business or asset. The term “Disposition” shall have a correlative meaning to the foregoing.

“Disqualified Lender” shall mean those bona fide competitors of the Borrower and any Affiliates thereof (other than any

Affiliates that are banks, financial institutions, bona fide debt funds or investment vehicles that are engaged in making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary

course), in each case, that are specified in writing by a Responsible Officer of the Borrower to the Administrative Agent and the Lenders from time to time following the Closing Date; provided, that no update to the list of Disqualified Lenders

shall (a) be effective prior to three Business Days after receipt thereof by the Administrative Agent (it being understood and agreed that the Borrower authorizes distribution of any such list to the Lenders) or (b) apply retroactively to

disqualify any persons that (x) have previously acquired an assignment or participation interest under this agreement or (y) are party to a pending assignment or participation under this Agreement; provided that, for purposes of this

clause (y), an assignment or participation shall be deemed “pending” only upon delivery to the Administrative Agent of an Assignment and Acceptance or the applicable participation agreement, as applicable, that has been duly executed but

has not yet become effective in accordance with Section 9.04.

“Disqualified Stock” shall mean, with respect to

any person, any Equity Interests of such person that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition

(a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests of the Borrower), pursuant to a sinking fund obligation or otherwise, (b) is redeemable at the option of the holder thereof (other than solely for

Qualified Equity Interests of the Borrower), in whole or in part, (c) provides for the scheduled, mandatory payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests

that would constitute Disqualified Stock, in the case of each of the foregoing clauses (a), (b), (c) and (d), prior to the date that is ninety-one (91) days after the Latest

Maturity Date in effect at the time of issuance thereof and

except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior

repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments (provided, that only the portion of the Equity Interests that so mature or are mandatorily redeemable, are so

convertible or exchangeable or are so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock). Notwithstanding the foregoing: (i) any Equity Interests issued to any employee or to any plan for

the benefit of employees of the Borrower or the Subsidiaries or by any such plan to such employees shall not constitute Disqualified Stock solely because they may be required to be repurchased by the Borrower in order to satisfy applicable statutory

or regulatory obligations or as a result of such employee’s termination, death or disability and (ii) any class of Equity Interests of such person that by its terms requires such person to satisfy its obligations thereunder by delivery of

Equity Interests that are not Disqualified Stock shall not be deemed to be Disqualified Stock.

“Dollars” or

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

“Domestic Subsidiary” shall mean any

Subsidiary that is organized under the laws of the United States of America, any state thereof or the District of Columbia (excluding, for the avoidance of doubt, Puerto Rico or any other territory of the United States of America).

“Double-Dip Provision” shall have the meaning assigned thereto in

Section 6.01.

“EBITDA” shall mean for any period and for any person,

(a)

Consolidated Net Income of such person for such period adjusted, without duplication, to exclude the effect of

(i) any non-cash losses resulting from requirements to mark-to-market Hedging Agreements,

(ii) any

expense items relating to mergers or acquisitions (including, for the avoidance of doubt, divestitures), including severance, retention and integration costs and change of control payments; provided, that adjustments pursuant to this

clause (ii) for any period shall be consistent with those reported in such person’s public reports in accordance with Regulation G and shall not exceed 10% of EBITDA of such person for the last four fiscal quarters

(to be calculated after giving effect to adjustments pursuant to this clause (ii)),

(iii)

[reserved],

(iv) any gains or losses in connection with the repurchase or retirement of Indebtedness,

(v) any loss reflected in such Consolidated Net Income for such period all or any portion of which is reasonably expected to

be paid or

reimbursed by an insurer, indemnitor or other third party source; provided, that, to the extent that the claim for all or any portion of any such reasonably expected payment or

reimbursement is not accepted by the applicable insurer, indemnitor or other third party source within 180 days of the loss event, there shall be a corresponding deduction from EBITDA of such person; provided, further, that recognition

or receipt of all or any portion of any such reasonably expected payment or reimbursement from the applicable insurer, indemnitor or other third party source shall be deducted from EBITDA to the extent reflected in net income,

(vi) any other non-cash losses or expenses (other than write-downs or write-offs of

current assets or non-cash losses or expenses representing an accrual for a future cash outlay) reflected in such Consolidated Net Income for such period,

(vii) gains or losses from marking to market portfolio assets until recognized for income tax purposes,

(viii) without duplication of any other exclusions in this definition of “EBITDA,” any extraordinary or other non-recurring non-cash income, expenses, gain or loss; provided, that any cash payments received or made as result of such gain or loss (regardless of when the gain or

loss was incurred) shall be included in the calculation of EBITDA for the period in which they are received or made (unless previously included for purposes of this calculation),

(ix) any gain or loss on the disposition of investments, and

(x) (i) losses or discounts in connection with any Qualified Receivable Facility, Qualified Securitization Facility, Qualified

Digital Products Facility or otherwise in connection with factoring arrangements or the sale or contribution of Receivables, Securitization Assets or Digital Products and (ii) amortization of capitalized fees, in each case in connection with

any Qualified Receivable Facility, Qualified Securitization Facility, or Qualified Digital Products Facility,

plus,

(b)

to the extent deducted in determining such Consolidated Net Income for such period, the aggregate amount of

(i) interest expense, excluding the amortization or write-off

of Indebtedness discount or premiums and Indebtedness issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including, if applicable, Loans),

(ii) income tax expense,

(iii) depreciation and amortization, and

(iv) any non-cash charges to Consolidated Net Income relating to the establishment of

reserves and any income relating to the release of such reserves; provided, that EBITDA shall be reduced by any cash expended that reduces the amount of any reserve.

Notwithstanding anything to the contrary herein or in any other Loan Document, the calculation of the EBITDA component in the definitions of

Priority Leverage Ratio, Total Net Leverage Ratio and Total Leverage Ratio shall exclude EBITDA attributable to Receivables Subsidiaries, Securitization Subsidiaries and Digital Products Subsidiaries; provided, that EBITDA may be increased by

the amount of cash actually received by the Borrower or any other Subsidiary (other than a Receivables Subsidiary, Securitization Subsidiary or Digital Products Subsidiary) from a Receivables Subsidiary, Securitization Subsidiary or Digital Products

Subsidiary (whether in the form of fees, dividends or otherwise) and attributable to the Net Income of such Subsidiary or, to the extent not attributable to the Net Income of such Subsidiary, the operation of the assets of such Subsidiary;

provided, that, for the avoidance of doubt, EBITDA shall not be increased by the net proceeds from the incurrence of any Indebtedness by a Receivables Subsidiary, Securitization Subsidiary or Digital Products Subsidiary.

“EEA Financial Institution” shall mean (a) any credit institution or investment firm established in any EEA Member

Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any

financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent;

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

“EEA Resolution Authority” shall mean 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.

“Environment” shall mean ambient and indoor air, surface water and groundwater (including potable water, navigable water

and wetlands), the land surface or subsurface strata, natural resources such as flora and fauna, the workplace or as otherwise defined in any Environmental Law.

“Environmental Laws” shall mean all applicable laws (including common law), rules, regulations, codes, ordinances, orders,

binding agreements, decrees or judgments, promulgated or entered into by or with any Governmental Authority, relating in any way to the Environment, preservation or reclamation of natural resources, any Hazardous Materials or to public or employee

health and safety matters (to the extent relating to the Environment or Hazardous Materials).

“Environmental Permits” shall have the meaning assigned to such term in

Section 3.16.

“Equity Interests” of any person shall mean any and all shares, interests,

rights to purchase or otherwise acquire, warrants, options, participations or other equivalents of or interests in (however designated) equity or ownership of such person, including any preferred stock (including any preferred equity certificates

(and any other similar instruments)), any limited or general partnership interest and any limited liability company membership interest, and any securities or other rights or interests convertible into or exchangeable for any of the foregoing.

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

any final regulations promulgated and the rulings issued thereunder.

“ERISA Affiliate” shall mean any trade or

business (whether or not incorporated) that, together with the Borrower or a Subsidiary, 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” shall mean (a) any

Reportable Event or the requirements of Section 4043(b) of ERISA apply with respect to a Plan; (b) with respect to any Plan, the failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of

ERISA, whether or not waived; (c) a determination that any Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the

Code); (d) 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, the failure to make by its due date a required installment

under Section 430(j) of the Code with respect to any Plan or the failure to make by its due date any required contribution to a Multiemployer Plan; (e) the incurrence by the Borrower, a Subsidiary or any ERISA Affiliate of any liability

under Title IV of ERISA with respect to the termination of any Plan or Multiemployer Plan; (f) the receipt by the Borrower, a Subsidiary or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to

terminate any Plan or to appoint a trustee to administer any Plan under Section 4042 of ERISA; (g) the incurrence by the Borrower, a Subsidiary or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal

from any Plan or Multiemployer Plan; (h) the receipt by the Borrower, a Subsidiary or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower, a Subsidiary or any ERISA Affiliate of any notice, concerning

the impending 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, or in “endangered” or “critical”

status, within the meaning of Section 432 of the Code or Section 305 of ERISA; (i) the conditions for imposition of a lien under Section 303(k) of ERISA or Section 430(k) of the Code shall have been met with respect to any

Plan; or

(j) the withdrawal of any of the Borrower, a Subsidiary or any ERISA Affiliate from a Plan subject to Section 4063 of ERISA during a plan year in which such entity was a

“substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA.

“EU Bail-In Legislation Schedule” shall mean 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” shall have the meaning assigned to such term in Section 7.01.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Excluded Property” shall have the meaning assigned to such term in the Collateral Agreement or the LVLT Collateral

Agreement, as applicable.

“Excluded Securities” shall have the meaning assigned to such term in the Collateral

Agreement or the LVLT Collateral Agreement, as applicable.

“Excluded Subsidiary” shall mean, subject to

Section 9.18(b), any of the following:

(a)

each Immaterial Subsidiary,

(b)

each Domestic Subsidiary that is not a Wholly-Owned Subsidiary (for so long as such Subsidiary remains a non-Wholly-Owned Subsidiary); provided, that such Subsidiary is a bona fide joint venture established for legitimate business purposes and not in connection with any liability management transaction,

(c)

each (i) Domestic Subsidiary that is prohibited from Guaranteeing or granting Liens to secure the

Obligations by any Requirement of Law or that would require consent, approval, license or authorization of a Governmental Authority to Guarantee or grant Liens to secure the Obligations (unless such consent, approval, license or authorization has

been received) and (ii) Regulated Subsidiary to the extent the Borrower has notified the Administrative Agent that, in the Borrower’s good faith judgment, having such Regulated Subsidiary Guarantee or grant Liens to secure the Obligations

would result in adverse regulatory consequences, be prohibited without regulatory approval or would impair the conduct of the business of such Subsidiary or the Borrower and its Subsidiaries taken as a whole,

(d)

each Domestic Subsidiary that is prohibited by any applicable contractual requirement (other than pursuant to

any agreement solely with the Borrower, any other Subsidiary of the Borrower or any Affiliate of the foregoing) from Guaranteeing or granting Liens to secure the Obligations on the Closing Date or at the time such Subsidiary becomes a Subsidiary not

in violation of Section 6.09(c) (and for so long as such restriction or any replacement or renewal thereof is in effect),

(e)

any Foreign Subsidiary,

(f)

any Domestic Subsidiary (i) that is an FSHCO or (ii) that is a Subsidiary of a Foreign Subsidiary

that is a CFC,

(g)

any other Domestic Subsidiary with respect to which the Administrative Agent and the Borrower reasonably agree

that the cost or other consequences (including tax consequences) of providing a Guarantee of or granting Liens to secure the Obligations are likely to be excessive in relation to the value to be afforded thereby,

(h)

each Unrestricted Subsidiary,

(i)

each Insurance Subsidiary,

(j)

with respect to any Obligations in respect of the Revolving Facility (and any Extended Revolving Facility

Commitments, Replacement Revolving Facility Commitments and Permitted Refinancing Indebtedness in respect thereof), each Exempted Subsidiary that is an “Excluded Subsidiary” (or equivalent term) under the LVLT Credit Agreement as in

effect on the Existing Credit Agreement Closing Date, and

(k)

any Special Purpose Entity, including any Receivables Subsidiary or Securitization Subsidiary or Digital

Products Subsidiary;

provided that, subject to the immediately succeeding proviso, in no event shall any

Subsidiary be an Excluded Subsidiary if it incurs or guarantees Indebtedness under any Other First Lien Debt, any Permitted Junior Debt, any LVLT Secured Debt or any Indebtedness of QC or any Subsidiary of QC (or, in each case, any subsequent

refinancing thereof) (except with respect to a Special Purpose Entity that has incurred Indebtedness pursuant to a Qualified Receivable Facility, a Qualified Securitization Facility or a Qualified Digital Products Facility permitted under

Section 6.01(aa) or (cc), as applicable); provided, however, that, for the avoidance of doubt and notwithstanding the foregoing or anything herein to the contrary, if a Subsidiary has incurred or guaranteed such other Indebtedness

but has not received all applicable regulatory approvals to become a Guarantor hereunder, such Subsidiary will continue to be an Excluded Subsidiary until such Guarantor has received all applicable regulatory approvals to so become a Guarantor

hereunder.

“Excluded Swap Obligation” shall mean, 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 or official interpretation of any thereof) by virtue of (a) such Guarantor’s failure for any reason to constitute an “eligible contract

participant” as defined in the Commodity Exchange Act and the regulations thereunder or (b) in the case of a Swap Obligation subject to a clearing requirement pursuant to Section 2(h) of the Commodity Exchange Act (or any successor

provision thereto), because such Guarantor is a “financial entity,” as defined in

Section 2(h)(7)(C)(i) of the Commodity Exchange Act (or any successor provision thereto), in each case at the time the Guarantee of such Guarantor or the grant of such security interest

becomes effective with respect to such Swap Obligation, unless otherwise agreed between the Administrative Agent and the Borrower. 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” shall mean, with respect to the Administrative Agent, any Lender or any other recipient of any payment to

be made by or on account of any obligation of any Loan Party hereunder or under any other Loan Document, (a) Taxes imposed on or measured by its overall net income (however denominated, and including, for the avoidance of doubt, franchise and

similar Taxes imposed on it in lieu of net income Taxes) and branch profits Taxes, in each case by a jurisdiction (including any political subdivision thereof) as a result of such recipient being organized in, having its principal office in, or in

the case of any Lender, having its applicable lending office in, such jurisdiction, or as a result of any other present or former connection between such recipient and such jurisdiction (other than any such connection arising solely from or with

respect to any Loan Document or any transaction pursuant to any Loan Document), (b) U.S. federal withholding Tax imposed on any payment by or on account of any obligation of any Loan Party hereunder or under any other Loan Document to a Lender

(other than to the extent such Lender is an assignee pursuant to a request by the Borrower under Section 2.19(b) or 2.19(c)) pursuant to laws in force at the time such Lender acquires the applicable interest in the

applicable Commitment or, if such Lender acquires an applicable interest in a Loan other than by funding such Loan pursuant to a prior Commitment, on the date such Lender acquires the applicable interest in such Loan (or designates a new lending

office), except to the extent that such Lender (or its assignor, if any) was entitled, immediately prior to the designation of a new lending office (or assignment), to receive additional amounts or indemnification payments from any Loan Party with

respect to such withholding Tax pursuant to Section 2.17, (c) any withholding Tax imposed on any payment by or on account of any obligation of any Loan Party hereunder or under any other Loan Document that is attributable

to such recipient’s failure to comply with Section 2.17(d) or Section 2.17(f), (d) any U.S. federal backup withholding under Section 3406 of the Code or (e) any Tax imposed under

FATCA.

“Exempted Subsidiaries” shall mean each of LVLT and its Subsidiaries.

“Existing Credit Agreement” shall mean the Superpriority Revolving/Term A Credit Agreement, dated as of March 22, 2024

(the “Existing Credit Agreement Closing Date”), by and among the Borrower, the lenders from time to time party thereto, the issuing banks from time to time party thereto and Bank of America, N.A., as administrative agent and

collateral agent, as amended by that certain Limited Waiver and Amendment No. 1, dated as of December 16, 2025, as amended by that certain Amendment No. 2, dated as of February 24, 2026, and as may be further amended, restated,

supplemented or otherwise modified from time to time prior to the Closing Date.

“Existing Credit Agreement Closing Date” shall have the meaning set forth

in the definition of “Existing Credit Agreement”.

“Existing Credit Agreement Refinancing” means the

refinancing in full and termination of the Existing Credit Agreement, together with the release of all liens thereunder.

“Existing QC Debt” shall mean:

(i)

the 7.375% notes due 2030 issued by QC,

(ii)

the 7.750% notes due 2030 issued by QC,

(iii)

the 6.500% notes due 2056 issued by QC, and

(iv)

the 6.750% notes due 2057 issued by QC.

“Existing Unsecured Notes” shall mean, individually or collectively, as the context may require, in each case in an

aggregate principal amount outstanding as of the Closing Date after giving effect to the Transactions:

(i)

6.875% Senior Debentures due 2028,

(ii)

4.500% Senior Notes due 2029,

(iii)

5.375% Senior Notes due 2029,

(iv)

7.600% Senior Notes due 2039, and

(v)

7.650% Senior Notes due 2042.

“Extended Revolving Facility Commitment” shall have the meaning assigned to such term in

Section 2.22(a).

“Extended Revolving Loan” shall have the meaning assigned to such term in

Section 2.22(a).

“Extending Lender” shall have the meaning assigned to such term in

Section 2.22(a).

“Extension” shall have the meaning assigned to such term in

Section 2.22(a).

“Extension Amendment” shall have the meaning assigned to that term in

Section 2.22(b).

“Facility” shall mean the respective facility and commitments utilized in

making Loans and credit extensions hereunder, it being understood that, as of the Closing Date there is one Facility (i.e., the Revolving Facility) and thereafter, the term “Facility” may include any other Class of Commitments and

the extensions of credit thereunder.

“Fair Market Value” shall mean, with respect to any asset or property,

the price that could be negotiated in an arms’-length transaction between a willing seller and a willing buyer, neither of whom is under undue pressure or compulsion to complete the transaction (as determined in good faith by the management of

the Borrower), including reliance on the most recent real property tax bill or assessment in the case of Real Property.

“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or

successor version that is substantively comparable and not materially more onerous to comply with), or any current or future Treasury regulations promulgated thereunder or official administrative interpretations thereof and any agreements entered

into pursuant to Section 1471(b)(1) of the Code, such Code section as of the date of this Agreement (or any amended or successor version described above), or any legislation, rules, practice or other official administrative guidance adopted

pursuant to any intergovernmental agreement implementing the foregoing.

“FCC” shall mean the United States Federal

Communications Commission or its successor.

“FCC License” shall mean any permit, license, authorization,

certification, plan, directive, consent order or consent decree of or from the FCC, in each case, in connection with the operation of the business of the Borrower or any of its Subsidiaries, all renewals and extensions thereof, and all applications

filed with the FCC for which the Borrower or any of its Subsidiaries is an applicant.

“Federal Funds Rate” shall mean,

for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding

such day; provided, that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and

(b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to the Administrative Agent on

such day on such transactions as determined by the Administrative Agent; provided, that if the Federal Funds Rate on any day would otherwise be less than 0%, then the Federal Funds Rate on such day shall be deemed to be 0%.

“Fees” shall mean the Commitment Fees, the L/C Participation Fees, the Issuing Bank Fees, the Administrative Agent Fees and

any other fee payable hereunder or under any other Loan Document.

“Financial Covenant Event of Default” shall mean any

default in the due observance or performance by the Borrower or any other Loan Party of any Financial Covenant.

“Financial

Covenants” shall mean the covenants of the Borrower set forth in Section 6.12.

“Financial Officer” of any person shall mean the chief financial officer,

principal accounting officer, treasurer, assistant treasurer, controller or other executive responsible for the financial affairs of such person.

“Fitch” shall mean Fitch Inc., a subsidiary of Fimalac, S.A. or, if Fitch Inc. shall cease rating debt securities having a

maturity at original issuance of at least one year and such ratings business shall have been transferred to a successor person, such successor person.

“Foreign Lender” shall mean a Lender that is not a U.S. Person.

“Foreign Subsidiary” shall mean any Subsidiary that is not a Domestic Subsidiary.

“Fronting Exposure” shall mean, at any time there is a Defaulting Lender, with respect to any Issuing Bank, such Defaulting

Lender’s Revolving Facility Percentage of Revolving L/C Exposure with respect to Letters of Credit issued by such Issuing Bank other than such Revolving L/C Exposure as to which such Defaulting Lender’s participation obligation has been

reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“FSHCO” shall mean any

Domestic Subsidiary that owns no material assets other than the Equity Interests of one or more Foreign Subsidiaries that are CFCs or Equity Interests of one or more other FSHCOs.

“GAAP” shall mean generally accepted accounting principles in effect from time to time in the United States of America,

applied on a consistent basis, subject to the provisions of Section 1.02.

“Governmental

Authority” shall mean any federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory or legislative body.

“Guarantee” of or by any person (the “guarantor”) shall mean (a) any obligation, contingent or

otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another 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, (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 so as to enable the primary obligor to pay such Indebtedness or other obligation or (iv) entered into for the purpose of assuring in any other manner the holders of such Indebtedness or other obligation of the payment thereof or

to protect such holders against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of the guarantor securing any Indebtedness or other obligation (or any existing right, contingent or otherwise, of the holder of

Indebtedness or other obligation to be secured by such a Lien) of any other person, whether or not such Indebtedness or other obligation is assumed by the guarantor (other than Liens on Equity Interests of Unrestricted Subsidiaries

securing Indebtedness of such Unrestricted Subsidiaries); provided, that the term “Guarantee” shall not include endorsements of instruments for deposit or collection in the

ordinary course of business or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or Disposition of assets permitted by this Agreement (other than such obligations with

respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the Indebtedness or other obligation in respect of which such Guarantee is made or, if not stated or determinable,

the maximum reasonably anticipated liability in respect thereof as determined by such person in good faith. The amount of the Indebtedness or other obligation subject to any Guarantee provided by any person for purposes of clause

(b) above shall (unless the applicable Indebtedness has been assumed by such person or is otherwise recourse to such person) be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness or other

obligation and (ii) the Fair Market Value of the property encumbered thereby. “Guaranteed” and “Guaranteeing” shall have meanings correlative thereto.

“guarantor” shall have the meaning assigned to such term in the definition of the term “Guarantee.”

“Guarantors” shall mean (a) each Lumen Guarantor, (b) each QC Guarantor and (c) each LVLT Guarantor.

“Hazardous Materials” shall mean all pollutants, contaminants, wastes, chemicals, materials, substances and constituents,

including, without limitation, explosive or radioactive substances or petroleum by products or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas or pesticides, fungicides, fertilizers or other

agricultural chemicals, of any nature subject to regulation or which can give rise to liability under any Environmental Law.

“Hedge Bank” shall mean any person that is (or any Affiliate of any person that is) an Agent or a Lender on the Closing

Date (or any person that becomes an Agent or Lender or Affiliate thereof after the Closing Date) and that enters into or has entered into a Hedging Agreement with the Borrower or any of its Subsidiaries, in each case, in its capacity as a party to

such Hedging Agreement.

“Hedging Agreement” shall mean any agreement with respect to any swap, forward, future or

derivative transaction, or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic,

financial or pricing risk or value, or credit spread transaction, repurchase transaction, reserve repurchase transaction, securities lending transaction, weather index transaction, spot contracts, fixed price physical delivery contracts, or any

similar transaction or any combination of these transactions, in each case of the foregoing, whether or not exchange traded; provided, that no phantom stock or similar plan providing for payments only on account of services provided by

current or former directors, officers, employees or consultants of the Borrower or any of the Subsidiaries shall be a Hedging Agreement.

“Honor Date” shall have the meaning given such term in

Section 2.05(c).

“Immaterial Subsidiary” shall mean any Subsidiary of the Borrower that

(i) did not, as of the last day of the fiscal quarter of the Borrower most recently ended for which financial statements have been (or were required to be) delivered pursuant to Section 5.04(a) or 5.04(b), have

(x) assets with a value equal to or in excess of 5.0% of Consolidated Total Assets or (y) operating revenue which is equal to or greater than 5.0% of the consolidated operating revenues of the Borrower and its Subsidiaries on such date

determined on a Pro Forma Basis, and (ii) taken together with all Immaterial Subsidiaries, did not, as of the last day of the fiscal quarter of the Borrower most recently ended for which financial statements have been (or were required to be)

delivered pursuant to Section 5.04(a) or 5.04(b), have (x) assets with a value equal to or in excess of 10.0% of Consolidated Total Assets or (y) operating revenue which is equal to or greater than 10.0% of

the consolidated operating revenues of the Borrower and its Subsidiaries on such date determined on a Pro Forma Basis.

“Increased Amount” of any Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any

accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness or in the form of common stock of the Borrower, the accretion of original issue

discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies.

“Incremental Amount” shall mean, at any time, the sum of the Incremental Free and Clear Amount and the Incremental Ratio

Amount. For the avoidance of doubt (x) with respect to any Incremental Facility or Incremental Equivalent Debt incurred utilizing clause (i) in this definition, the Borrower (or in the case of Incremental Equivalent Debt, the applicable

Loan Parties) shall be deemed to have incurred such Incremental Facility or Incremental Equivalent Debt in reliance on the Incremental Ratio Amount to the maximum extent permitted hereunder prior to any incurrence in reliance on the Incremental Free

and Clear Amount, unless otherwise determined by the Borrower, and (y) no Indebtedness incurred utilizing the Incremental Amount shall rank senior to any Loan Obligations in right of payment or with respect to lien priority.

“Incremental Assumption Agreement” shall mean an Incremental Assumption Agreement substantially in the form of Exhibit

B hereto, among the Borrower and, if applicable, one or more Incremental Revolving Facility Lenders and acknowledged by the Administrative Agent; provided that such acknowledgment shall not be a condition to the effectiveness of such

Incremental Assumption Agreement.

“Incremental Equivalent Debt” shall have the meaning assigned to such term in

Section 6.01(v).

“Incremental Facility” shall mean the Incremental Revolving Commitments and

the Incremental Loans made thereunder.

“Incremental Free and Clear Amount” shall mean, at any time, the excess

(if any) of:

(a)

an aggregate principal amount not to exceed the greater of (x) $625,000,000 and (y) 20.0% of Pro Forma LTM

EBITDA; less

(b)

the aggregate principal amount of all Incremental Revolving Commitments and Incremental Equivalent Debt, in

each case, incurred or established after the Closing Date utilizing the Incremental Free and Clear Amount.

“Incremental Loan” shall mean Revolving Facility Loans made by one or more Revolving Facility Lenders to the Borrower

pursuant to an Incremental Revolving Commitment.

“Incremental Ratio Amount” shall mean, at any time, such aggregate

principal amount so long as immediately after giving effect to the incurrence thereof and the use of proceeds of the loans thereunder, the Priority Leverage Ratio is not greater than 4.10 to 1.00. For the purposes of the definition of

“Incremental Ratio Amount”, Priority Leverage Ratio shall (x) assume that the portion of the aggregate Revolving Facility Commitments (including any Incremental Revolving Commitment) that is in excess of $1,250,000,000 is fully

drawn (but, for the avoidance of doubt, amounts under the initial $1,250,000,000 of the Revolving Facility shall only be included in the calculation of the Priority Leverage Ratio to the extent actually drawn), and (y) exclude any Indebtedness

incurred in reliance on clause (a) of the definition of “Incremental Free and Clear Amount”.

“Incremental

Revolving Commitment” shall mean the commitment of any Lender, established pursuant to Section 2.21, to make Revolving Facility Loans (solely in the form of an increase to the Revolving Facility) to the Borrower

and to acquire risk participations in Letters of Credit (if applicable), in each case, under the Revolving Facility as provided herein. For the avoidance of doubt, the Borrower shall only be permitted to incur Incremental Revolving Commitments in

the form of an increase to the Revolving Facility.

“Incremental Revolving Facility Lender” shall mean a Lender with an

Incremental Revolving Commitment or an outstanding Incremental Loan.

“Indebtedness” of any person shall mean, without

duplication,

(a)

all obligations of such person for borrowed money,

(b)

all obligations of such person evidenced by bonds, debentures, notes or similar instruments (except any such

obligation issued in the ordinary course of business with a maturity date of no more than six months in a transaction intended to extend payment terms of trade payables or similar obligations to trade creditors incurred in the ordinary course of

business),

(c)

all obligations of such person under conditional sale or other title retention agreements relating to property

or assets purchased by such person (except any such obligation that constitutes a trade payable or similar obligation to a trade creditor incurred in the ordinary course of business),

(d)

all obligations of such person issued or assumed as the deferred purchase price of property or services (except

any such balance that (i) constitutes a trade payable or similar obligation to a trade creditor incurred in the ordinary course of business, (ii) any earn-out obligations until such obligation

becomes a liability on the balance sheet of such person in accordance with GAAP and (iii) liabilities accrued in the ordinary course of business) which purchase price is due more than six months after the date of placing the property in service

or taking delivery and title thereto,

(e)

all Guarantees by such person of Indebtedness of others,

(f)

all Capitalized Lease Obligations of such person, including any Capitalized Lease Obligations arising from a

Sale and Leaseback Transaction,

(g)

obligations under any Hedging Agreements, to the extent the foregoing would appear on a balance sheet of such

person as a liability,

(h)

the principal component of all obligations, contingent or otherwise, of such person as an account party in

respect of letters of credit,

(i)

the principal component of all obligations of such person in respect of bankers’ acceptances,

(j)

the amount of all obligations of such person with respect to the redemption, repayment or other repurchase of

any Disqualified Stock (excluding accrued dividends that have not increased the liquidation preference of such Disqualified Stock) and

(k)

all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right,

contingent or otherwise, to be secured by) any Lien on property owned or acquired by such person (other than Liens on Equity Interests of Unrestricted Subsidiaries securing Indebtedness of such Unrestricted Subsidiaries), whether or not the

Indebtedness secured thereby has been assumed.

The amount of Indebtedness of any person for purposes of

clause (k) above shall (unless such Indebtedness has been assumed by such person or is otherwise recourse to such person) be deemed to be equal to the lesser of (x) the aggregate unpaid amount of such Indebtedness and

(y) the Fair Market Value of the property encumbered thereby.

Notwithstanding anything in this Agreement to the contrary,

Indebtedness shall not include, and shall be calculated without giving effect to:

(i) the effects of Financial Accounting

Standards Board Accounting Standards Codification 825 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Agreement as a result of accounting for any

embedded derivatives created by the terms of such Indebtedness and any such amounts that would have constituted Indebtedness for purposes of this Agreement but for the application of this sentence shall not be deemed an incurrence of Indebtedness

for purposes of this Agreement, and

(ii) obligations in respect of Third Party Funds.

“Indemnified Taxes” shall mean all (a) Taxes imposed on or with respect to any payment by or on account of any

obligation of any Loan Party hereunder or under any other Loan Document other than Excluded Taxes and (b), to the extent not otherwise described in (a), Other Taxes.

“Indemnitee” shall have the meaning assigned to such term in Section 9.05(b).

“Information” shall have the meaning assigned to such term in Section 3.14(a).

“Insolvency or Liquidation Proceeding” shall mean:

(a)

any voluntary or involuntary case or proceeding under any Debtor Relief Law with respect to any Loan Party now

or hereafter in effect;

(b)

any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any

receivership, liquidation, reorganization or other similar case or proceeding with respect to any Loan Party or with respect to a material portion of their respective assets, in each case, except as permitted under this Agreement;

(c)

any general composition of liabilities or similar arrangement relating to any Loan Party, whether or not under

a court’s jurisdiction or supervision;

(d)

any liquidation, dissolution, reorganization or winding up of any Loan Party, whether voluntary or involuntary,

whether or not under a court’s jurisdiction or supervision, and whether or not involving insolvency or bankruptcy; or

(e)

any general assignment for the benefit of creditors or any other marshalling of assets and liabilities of any

Loan Party.

“Insurance Subsidiary” shall have the meaning assigned to such term in

Section 6.04(x).

“Intellectual Property” shall mean the following intellectual property

rights, both statutory and common law rights, if applicable: (a) copyrights, registrations and applications for registration thereof, (b) trademarks, service marks, trade names, slogans, domain names, logos, trade dress and registrations

and applications of registrations thereof, (c) patents, as well as any reissued and reexamined patents and extensions corresponding to the patents and any patent applications, as well as any related continuation, continuation in part and

divisional applications and patents issuing therefrom and (d) trade secrets and confidential information, including ideas, designs, concepts, compilations of information, methods, techniques, procedures, processes and other know-how, whether or not patentable.

“Intercreditor Agreement” shall have the meaning assigned to such term in

Section 8.11.

“Interest Election Request” shall mean a request by the Borrower to convert or

continue a Borrowing in accordance with Section 2.07 and substantially in the form of Exhibit E or another form (including any form on an electronic platform or electronic transmission system)

approved by the Administrative Agent.

“Interest Expense” shall mean, with respect to any person for any period, the

sum of, without duplication,

(a)

net interest expense of such person for such period on a consolidated basis, including (i) the

amortization of debt discounts, (ii) the amortization of all fees (including fees with respect to Hedging Agreements) payable in connection with the incurrence of Indebtedness to the extent included in interest expense, (iii) the portion

of any payments or accruals with respect to Capitalized Lease Obligations allocable to interest expense and (iv) net payments and receipts (if any) pursuant to interest rate hedging obligations, and excluding unrealized mark-to-market gains and losses attributable to such hedging obligations, amortization of deferred financing fees and expensing of any bridge or other financing fees,

(b)

capitalized interest of such person, whether paid or accrued, and

(c)

commissions, discounts, yield and other fees and charges incurred for such period, including any losses in

connection with Qualified Receivable Facilities, Qualified Securitization Facilities, and Qualified Digital Products Facilities.

For purposes of the foregoing, gross interest expense shall be determined after giving effect to any net payments made or received and costs

incurred by the Borrower and the Subsidiaries with respect to Hedging Agreements, and interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Borrower to be the rate of interest implicit

in such Capitalized Lease Obligation in accordance with GAAP.

“Interest Payment Date” shall mean,

(a)

as to any Term SOFR Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of

the Facility under which such Loan was made; provided, that if any Interest Period for a Term SOFR Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest

Payment Dates; provided, further, that if such date is not a Business Day, the Interest Payment Date shall be the next succeeding Business Day; and

(b)

as to any ABR Loan, the last Business Day of each March, June, September and December and the Maturity Date of

the applicable Facility under which such Loan was made.

“Interest Period” shall mean, as to each Term SOFR Loan, the period

commencing on the date such Term SOFR Loan is disbursed or converted to or continued as a Term SOFR Loan and ending on the date one, three or six months thereafter, as selected by the Borrower in its Borrowing Request or Interest Election Request,

or such other period that is twelve months or less requested by the Borrower and consented to by the Administrative Agent and all applicable Lenders; provided, that:

(a)

any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next

succeeding Business Day unless, in the case of a Term SOFR Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(b)

any Interest Period pertaining to a Term SOFR Loan that begins on the last Business Day of a calendar month (or

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

(c)

no Interest Period for any Loan shall extend beyond the Maturity Date of the Facility under which such Loan was

made.

“Investment” shall have the meaning assigned to such term in

Section 6.04.

“ISP” shall mean, with respect to any Letter of Credit, the

“International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuer Documents” shall mean with respect to any Letter of Credit, the Letter of Credit Request, and any other document,

agreement and instrument entered into by the applicable Issuing Bank and the Borrower (or any Subsidiary) or in favor of such Issuing Bank and relating to such Letter of Credit.

“Issuing Bank” shall mean (i) each person listed as having a Letter of Credit Commitment on Schedule 2.01 and

(ii) each other Issuing Bank designated pursuant to Section 2.05(k), in each case in its capacity as an issuer of Letters of Credit hereunder, and its successors in such capacity. An Issuing Bank may, in its

discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“Issuing Bank Fees” shall have the meaning assigned to such term in Section 2.12(b).

“Junior Debt Restricted Payment” shall mean, any payment or other distribution (whether in cash, securities or other

property), directly or indirectly made by the Borrower or any of its Subsidiaries, of or in respect of principal of or interest on any Subordinated Indebtedness (excluding unsubordinated Indebtedness of the Borrower that is not Guaranteed by any

Subsidiary, except by one or more Guarantors on a subordinated basis) (each of the foregoing, a “Junior Financing”); provided that the following shall not constitute a Junior Debt Restricted Payment:

(a)

Refinancings with any Permitted Refinancing Indebtedness permitted to be incurred under

Section 6.01;

(b)

payments of regularly-scheduled interest and fees due thereunder, other

non-principal payments thereunder, any mandatory prepayments of principal, interest and fees thereunder, scheduled payments thereon necessary to avoid the Junior Financing from constituting “applicable

high yield discount obligations” within the meaning of Section 163(i)(l) of the Code, and, to the extent this Agreement is then in effect, principal on the scheduled maturity date of any Junior Financing;

(c)

payments or distributions in respect of all or any portion of the Junior Financing with the proceeds from an

issuance, sale or exchange by the Borrower of Qualified Equity Interests within eighteen months prior thereto; or

(d)

the conversion of any Junior Financing to Qualified Equity Interests of the Borrower.

“Junior Financing” shall have the meaning assigned to such term in the definition of the term “Junior Debt Restricted

Payment.”

“Junior Liens” shall mean Liens on the Collateral that are junior to the Liens thereon securing the

Obligations, pursuant to a Permitted Junior Intercreditor Agreement (it being understood that Junior Liens are not required to rank equally and ratably with other Junior Liens, and that Indebtedness secured by Junior Liens may be secured by Liens

that are senior in priority to, or rank equally and ratably with, or junior in priority to, other Liens constituting Junior Liens), which Permitted Junior Intercreditor Agreement (together with such amendments to the Security Documents and any other

Intercreditor Agreements, if any, as are reasonably necessary or advisable (and reasonably acceptable to the Collateral Agent) to give effect to such Liens) shall be entered into in connection with a permitted incurrence of any such Liens (unless a

Permitted Junior Intercreditor Agreement and/or Security Documents (as applicable) covering such Liens are already in effect).

“L/C Advance” shall mean, with respect to each Revolving Facility Lender, such Lender’s funding of its participation

in any L/C Borrowing in accordance with its Revolving Facility Percentage.

“L/C Borrowing” shall mean an extension of

credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Facility Borrowing.

“L/C Credit Extension” shall mean, with respect to any Letter of Credit, the issuance thereof or extension of the expiry

date thereof, or the increase of the amount thereof.

“L/C Obligations” shall mean, as at any date of determination, the

aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of

Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.08. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount

may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“L/C Participation Fee” shall have the meaning assigned to such term in Section 2.12(b).

“Latest Maturity Date” shall mean, at any date of determination, the latest Maturity Date then in effect on such date of

determination.

“Lender” shall mean each financial institution listed on Schedule 2.01, as well as any person

that becomes a “Lender” hereunder pursuant to Section 9.04, Section 2.21, Section 2.22 or Section 2.23. The term

“Lenders” shall include any Issuing Bank if the context so requires.

“Lender Party” and “Lender

Recipient Party” means collectively, the Lenders and the Issuing Banks.

“Lending Office” shall mean, as to

any Lender, the applicable branch, office or Affiliate of such Lender designated by such Lender to make Loans.

“Letter of

Credit” shall mean any standby letter of credit issued hereunder, providing for the payment of cash upon the honoring of a presentation thereunder and shall include the Existing Letters of Credit.

“Letter of Credit Commitment” shall mean, as to any Issuing Bank, the amount set forth on Schedule 2.01 opposite

such Issuing Bank’s name or, in the case of an Issuing Bank that becomes an Issuing Bank after the Closing Date, the amount notified in writing to the Administrative Agent by the Borrower and such Issuing Bank; provided that the Letter

of Credit Commitment of any Issuing Bank may be increased or decreased if agreed in writing between the Borrower and such Issuing Bank (each acting in its sole discretion) and notified in writing to the Administrative Agent by such persons.

“Letter of Credit Expiration Date” shall mean, with respect to any Revolving Facility, the fifth Business Day prior to the

Maturity Date for such Revolving Facility.

“Letter of Credit Request” shall mean a request by the Borrower

substantially in the form of Exhibit D-2 or such other form (including any form on an electronic platform or electronic transmission system as shall be approved by the

applicable Issuing Bank) as shall be approved by the applicable Issuing Bank.

“Letter of Credit Sublimit” shall mean $665,000,000.00, as such amount

may be reduced pursuant to Section 2.08. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Facility.

“Lien” shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien, hypothecation, pledge, charge,

security interest or similar monetary encumbrance in or on such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the

same economic effect as any of the foregoing) relating to such asset; provided, that in no event shall an operating lease or an agreement to sell be deemed to constitute a Lien.

“Limited Condition Transaction” shall mean (a) any acquisition, including by means of a merger, amalgamation or

consolidation, by the Borrower or one or more of its Subsidiaries, the consummation of which is not conditioned upon the availability of, or on obtaining, third party financing or in connection with which any fee or expense would be payable by the

Borrower or its Subsidiaries to the seller or target in the event financing to consummate the acquisition is not obtained as contemplated by the definitive acquisition agreement, (b) any declaration of any dividend by the Board of Directors of

the Borrower or any Subsidiary that is payable within 60 days of the date of declaration and/or (c) any irrevocable notice of prepayment, redemption, purchase, repurchase, defeasance or satisfaction and discharge of Indebtedness of the Borrower

or any of its Subsidiaries.

“Loan Documents” shall mean:

(a)

this Agreement,

(b)

the Lumen Guarantee Agreement,

(c)

the QC Guarantee Agreement,

(d)

the LVLT Guarantee Agreement,

(e)

the Security Documents,

(f)

each Incremental Assumption Agreement,

(g)

each Extension Amendment,

(h)

each Refinancing Amendment,

(i)

any Intercreditor Agreement or joinder thereto,

(j)

any Note issued under Section 2.09(e),

(k)

the Letters of Credit and

(l)

any amendments, modifications or supplements hereto or to any other Loan Document or waivers hereof or to any