Exhibit 10.1

CREDIT AGREEMENT

DATED AS OF MARCH 2, 2011

among

SUREWEST COMMUNICATIONS

as Borrower,

COBANK, ACB

as Administrative Agent, Lead Arranger, Bookrunner, Issuing Lender, Swingline Lender

and a Lender,

ROYAL BANK OF CANADA

as Syndication Agent, Bookrunner, Lead Arranger and a Lender

UNION BANK, N.A.

as Documentation Agent, Lead Arranger and a Lender

and

the other Lenders referred to herein

TABLE OF CONTENTS

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SCHEDULES

EXHIBITS

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INDEX OF DEFINED TERMS

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CREDIT AGREEMENT

This CREDIT AGREEMENT is entered into as of March 2, 2011, to be effective on the Effective Date, among SUREWEST COMMUNICATIONS, a California corporation (“Borrower”), each Subsidiary of Borrower which is or hereafter becomes a guarantor of the Secured Obligations (individually, a “Guarantor” and, collectively, “Guarantors”; and together with Borrower, individually a “Loan Party” and, collectively, “Loan Parties”), COBANK, ACB (individually, “CoBank” and, as Administrative Agent, “Administrative Agent”), in its capacity as Administrative Agent, Lead Arranger, as Bookrunner, as Issuing Lender, as Swingline Lender and as a Lender, ROYAL BANK OF CANADA, as Syndication Agent, Bookrunner, Lead Arranger and a Lender, UNION BANK, N.A., as Documentation Agent, Lead Arranger and a Lender, and each such other Lender as may from time to time become a party to this Agreement.  Capitalized terms used and not otherwise defined herein shall have the meanings given to them in Subsection 10.1 of this Agreement.

R E C I T A L S:

WHEREAS, Borrower desires (A) that CoBank continue the fixed rate loan under Borrower’s current credit facility as the Term Loan A Facility under this Agreement, and (B) that Lenders extend to Borrower (i) a Revolving Loan Facility, with a $6,000,000 Swingline Loan Commitment and a $5,000,000 commitment for the issuances of Letters of Credit, each as a subfacility to the Revolving Loan Facility, the proceeds of which will be used for general corporate purposes including, but not limited to, working capital and capital expenditures, for the issuance and reimbursement of Letters of Credit and other lawful corporate purposes, and (ii) a Term Loan B Facility, the proceeds of which will be used to refinance existing debt, to finance capital expenditures and to fund the costs and expenses associated with the Revolving Loan Facility, the Term Loan A Facility and the Term Loan B Facility; and

WHEREAS, each Loan Party intends to secure all of the Secured Obligations by granting to Administrative Agent, for the benefit of the Secured Parties, a first priority security interest in and lien upon substantially all of its respective now owned or hereafter acquired personal property and certain of its real property (subject to the exceptions set forth in this Agreement and the other Loan Documents).

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

SECTION 1

AMOUNTS AND TERMS OF FACILITIES

1.1.                              Facilities.  Subject to the terms and conditions of this Agreement and in reliance upon the representations, warranties and covenants of the Loan Parties contained herein and in the other Loan Documents:

(A)          Term Loan A Facility.  CoBank previously has lent to Borrower its Pro Rata Share of the Term Loan A Commitment.  Amounts borrowed under this Subsection 1.1(A) that are repaid or prepaid may not be reborrowed.

(B)           Term Loan B Facility.  Each Lender, severally and not jointly, agrees to lend to Borrower its Pro Rata Share of the Term Loan B Commitment, as follows:  (i) on the Effective Date, its Pro Rata Share (as set forth on Schedule 1.1(A) hereto) of a single advance in a principal amount equal to One Hundred Seventy Million Dollars ($170,000,000), or such lesser amount as may be requested by Borrower, and (ii) from time to time during the Term Loan B Availability Period, its Pro Rata Share (as set forth on Schedule 1.1(B) hereto) of one or more additional advances (each such advance, a “Delayed Draw Advance”) in an aggregate principal amount for all Delayed Draw Advances not to exceed the remaining Twenty Million Dollars ($20,000,000) (the “Delayed Draw Amount”) of the Term Loan B Commitment; provided, for each advance under clauses (i) and (ii) of this Subsection 1.1(B), all conditions precedent set forth in Subsections 7.1 and 7.2 and, with respect to advances under clause (ii) of this Subsection 1.1(B) only, 7.3, are satisfied or waived as provided herein; and provided, further, that each Delayed Draw Advance shall be in a minimum principal amount of $5,000,000.  Amounts borrowed under this Subsection 1.1(B) that are repaid or prepaid may not be reborrowed.

On the Term Loan A Maturity Date, the Term Loan B Commitment will be increased by Forty Million Dollars ($40,000,000), the Term Loan A will be converted to a Term Loan B borrowing, and the Term Loan A Commitment shall terminate and neither CoBank nor any other Lender shall have any further obligation to make or maintain Loans under the Term Loan A Commitment.  As a result of the Term Loan A, which is lent to Borrower solely by CoBank, being converted to a Term Loan B borrowing on the Term Loan A Maturity Date, for the period prior to the Term Loan A Maturity Date, each Lender’s Pro Rata Share of the Term Loan B Commitment shall be as set forth on Schedule 1.1(A) hereto, and for the period commencing on the Term Loan A Maturity Date and terminating on the Term Loan B Maturity Date, each Lender’s Pro Rata Share of the Term Loan B Commitment shall be as set forth on Schedule 1.1(B) hereto.

(C)           Revolving Loan Facility.  Each Lender, severally and not jointly, agrees to lend to Borrower, from time to time during the period commencing on the date all conditions precedent set forth in Subsections 7.1 and 7.2 are satisfied or waived as provided herein and ending on the Business Day immediately preceding the Revolving Loan Expiration Date, its Pro Rata Share of each Revolving Loan (other than any Swingline Loan); provided that no Lender shall be required at any time to lend more than its respective Pro Rata Share of the Available Revolving Loan Commitment; and provided, further, that at any one time the aggregate principal amount of all

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Revolving Credit Obligations may not exceed the Revolving Loan Commitment.  Within the limits of the Available Revolving Loan Commitment and this Subsection 1.1(C) and Subsections 1.6, 1.7 and 1.8, amounts borrowed under this Subsection 1.1(C) may be prepaid and reborrowed at any time up to the Business Day immediately preceding the Revolving Loan Expiration Date.

(D)                               Swingline Loans.

(1)           Subject to the terms and conditions hereof, from time to time at any time during which the CoBank Cash Management Agreement is in effect but in no event later than the Business Day immediately preceding the Revolving Loan Expiration Date, Swingline Lender may, in reliance upon the agreements of the other Lenders set forth herein, in its sole discretion, and subject to the terms and provisions of the CoBank Cash Management Agreement, make swing line advances to Borrower in an aggregate principal amount not to exceed the Swingline Loan Commitment (each, individually, a “Swingline Loan” and, collectively, the “Swingline Loans”); provided, that at any one time the aggregate principal amount of the Revolving Credit Obligations outstanding may not exceed the Revolving Loan Commitment.  Within the limits of and subject to the Available Revolving Loan Commitment, this Subsection 1.1(D) and Subsections 1.6, 1.7 and 1.8, amounts borrowed under this Subsection 1.1(D) may be repaid or prepaid and, at any time during which the CoBank Cash Management Agreement is in effect up to and including the Business Day immediately preceding the Revolving Loan Expiration Date, reborrowed.  If at any time the aggregate principal balance of the Swingline Loans then outstanding exceeds the Swingline Loan Commitment, Borrower shall be deemed to have requested Administrative Agent to make a Revolving Loan in the amount of the difference in the manner and pursuant to the terms of Subsection 1.1(D)(2).

(2)           Any outstanding Swingline Loan shall be payable by Borrower on demand by Swingline Lender, a copy of which demand also shall be delivered by Swingline Lender to Administrative Agent.  If Borrower fails to so reimburse Swingline Lender on demand (without limiting Swingline Lender’s remedies with respect to Borrower in the case of any Lender’s failure to advance under this Subsection 1.1(D)(2)), Borrower shall be automatically deemed to have requested Administrative Agent to make a Revolving Loan in the aggregate amount of the Swingline Loan. Each Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Subsection 1.1(D)(2).  Administrative Agent shall promptly notify each Lender of the amount of such payment due and each such Lender, on the next Business Day, shall deliver to Administrative Agent an amount equal to its Pro Rata Share thereof in same day funds.  Each Lender hereby absolutely and unconditionally agrees to pay to Swingline Lender such Lender’s Pro Rata Share of each such payment due.  In addition to the foregoing, if for any reason any Lender fails to make payment to Swingline Lender of any amount due under this Subsection 1.1(D)(2), such Lender shall be deemed, at the option of Swingline Lender, to have unconditionally and irrevocably purchased from Swingline Lender, without recourse or warranty, an undivided interest and participation in the Swingline Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Base Rate for each day during the period commencing on the date of demand and ending on the date such amount is received.  Each Lender acknowledges and agrees that its obligations to fund Revolving Loans and/or to acquire participations pursuant to this Subsection 1.1(D)(2) in respect of the Swingline Loan are absolute and unconditional and shall not be affected by any circumstance whatsoever, including the

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occurrence and continuance of a Default or an Event of Default or any failure by Borrower to satisfy any of the conditions set forth in Section 7.  If any Lender fails to make available to Swingline Lender the amount of such Lender’s Pro Rata Share of any payments due as provided in this Subsection 1.1(D)(2), Swingline Lender shall be entitled to recover such amount on demand from such Lender together with interest at the Base Rate. On the Revolving Loan Expiration Date, if not sooner demanded, Borrower shall repay in full the outstanding principal amount of the Swingline Loan.

(3)           The Swingline Loan shall accrue interest from the date made as a Base Rate Loan, at the sum of the Base Rate plus the Base Rate Margin applicable from time to time as provided in Subsection 1.2(B).  Until each Lender funds its Pro Rata Share of its Revolving Loan or purchases a participation pursuant to Subsection 1.1(D)(2), interest in respect of the Swingline Loan, or the applicable portion thereof, shall be solely for the account of Swingline Lender. Notwithstanding any other provision of this Agreement, Borrower shall make all payments of principal and interest in respect of the Swingline Loans directly to Swingline Lender.

(4)           Borrower may request Swingline Loans without regard to minimum amounts. Borrower may request Swingline Loans by email or by such other methods as shall have been approved in writing in advance by Swingline Lender provided such request is made by an employee or representative of Borrower designated in writing by Borrower as authorized to make such a request and is made not later than 3:00 p.m. (New York, New York time) on the day of the proposed Swingline Loan; provided that if such request is made by telephone, fax or email, upon request, Borrower shall promptly confirm such request in writing to Swingline Lender and Administrative Agent. Swingline Loans also may be made automatically on any day as and to the extent provided in the CoBank Cash Management Agreement, so long as the CoBank Cash Management Agreement is in effect.  Notwithstanding any other provision of this Agreement, Borrower shall make all payments of principal and interest in respect of Swingline Loans directly to Swingline Lender by such method and to such account or place as Swingline Lender may from time to time designate in writing.

(5)           The Swingline Loan may be prepaid by Borrower at any time without penalty.

(E)                                 Letters of Credit.  The Revolving Loan Commitment may, in addition to advances as Revolving Loans, be utilized, upon the request of Borrower, for the issuance of irrevocable letters of credit (individually, a “Letter of Credit” and, collectively, the “Letters of Credit”) by Issuing Lender for the account of Borrower or any of its Subsidiaries.  Immediately upon the issuance by Issuing Lender of a Letter of Credit, and without further action on the part of Administrative Agent or any Lender with a Pro Rata Share of the Revolving Loan Commitment, each such Lender shall be deemed to have purchased from Issuing Lender a participation in such Letter of Credit equal to such Lender’s Pro Rata Share of the Revolving Loan Commitment of the aggregate amount available to be drawn under such Letter of Credit.  Each Letter of Credit shall reduce the amount available under the Revolving Loan Commitment by the maximum amount capable of being drawn under such Letter of Credit.

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(1)        Maximum Amount.  The aggregate amount of Letter of Credit Liability with respect to all Letters of Credit outstanding at any time for the account of Borrower or any of its Subsidiaries may not exceed $5,000,000, and the aggregate amount of Letter of Credit Liability with respect to all Letters of Credit outstanding for the account of Borrower or any of its Subsidiaries plus the aggregate principal amount of all other Revolving Credit Obligations may not exceed the Revolving Loan Commitment.

(2)        Reimbursement.  Borrower is irrevocably and unconditionally obligated without presentment, demand, protest or other formalities of any kind to reimburse Issuing Lender in immediately available funds for any amounts paid by Issuing Lender with respect to a Letter of Credit issued hereunder for the account of Borrower or any of its Subsidiaries.  Borrower hereby authorizes and directs Administrative Agent, at Administrative Agent’s option, to make a Revolving Loan (but not a Swingline Loan) in the amount of any payment made by Issuing Lender with respect to any Letter of Credit issued for the account of Borrower or any of its Subsidiaries.  If the Letter of Credit is payable in a foreign currency, the amount owed by Borrower in connection with such Letter of Credit shall equal an amount in United States Dollars equivalent to Issuing Lender’s actual cost of settling its obligation under such Letter of Credit in such foreign currency.  All amounts paid by Issuing Lender with respect to any Letter of Credit that are not immediately repaid by Borrower or that are not repaid with a Revolving Loan shall bear interest at the sum of the Base Rate plus the Base Rate Margin applicable from time to time as provided in Subsection 1.2(B). Each Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Subsection 1.1(E)(2).  In the event Administrative Agent elects not to debit Borrower’s account and Borrower fails to reimburse Issuing Lender in full on the date of any payment in respect of a Letter of Credit issued for the account of Borrower or any of its Subsidiaries, Administrative Agent shall promptly notify each Lender of the amount of such unreimbursed payment and the accrued interest thereon and each such Lender, on the next Business Day, shall deliver to Administrative Agent an amount equal to its Pro Rata Share thereof in same day funds, by wire transfer to Administrative Agent’s account by no later than 1:00 p.m. (New York, New York time).  Each Lender hereby absolutely and unconditionally agrees to pay to Issuing Lender upon demand by Issuing Lender such Lender’s Pro Rata Share of each payment made by Issuing Lender in respect of a Letter of Credit and not immediately reimbursed by Borrower.  Each Lender acknowledges and agrees that its obligations to acquire participations pursuant to this Subsection 1.1(E)(2) in respect of Letters of Credit and to make the payments to Issuing Lender required by the preceding sentence are absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or an Event of Default or any failure by Borrower to satisfy any of the conditions set forth in Subsection 7.2.  If any Lender fails to make available to Issuing Lender the amount of such Lender’s Pro Rata Share of any payments made by Issuing Lender in respect of a Letter of Credit as provided in this Subsection 1.1(E)(2), Administrative Agent may elect to debit the segregated accounts described in Subsection 1.18(A)(x) by such amount and pay such amount to Issuing Lender.  If  Administrative Agent does not so elect or if the funds in such account are insufficient, Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest at the Base Rate.

(3)        Conditions of Issuance of Letters of Credit.  In addition to all other terms and conditions set forth in this Agreement, the issuance by the Issuing Lender of any Letter of

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Credit shall be subject to the conditions precedent that the Letter of Credit shall support a transaction entered into in the ordinary course of Borrower’s or any of its Subsidiaries’ businesses, shall be in an amount equal to or greater than $50,000 (or such lesser amount as agreed to by the Issuing Lender in its sole discretion) and shall be in such form and contain such terms and conditions as are reasonably satisfactory to Administrative Agent and the Issuing Lender; provided, however, that any Letter of Credit issued by the Issuing Lender prior to the Effective Date may be in an amount less than $50,000.  The expiration date of each Letter of Credit must be on a date which is the earlier of one year from its date of issuance or the 30th day before the date set forth in clause (iii) of the definition of the term Revolving Loan Expiration Date, or such other date as agreed to by both Administrative Agent and Issuing Lender, in their sole discretion.

(4)        Request for Letters of Credit.  Borrower must give Administrative Agent and Issuing Lender at least three Business Days’ prior written notice, which notice will be irrevocable, specifying the date a Letter of Credit is requested to be issued and the amount and the currency in which such Letter of Credit is payable, identifying the beneficiary and describing the nature of the transactions proposed to be supported thereby.  Any notice requesting the issuance of a Letter of Credit shall be accompanied by the form of the Letter of Credit to be provided by Issuing Lender.  Borrower must also complete any application procedures and documents required by Issuing Lender in connection with the issuance of any Letter of Credit, including a certificate regarding Borrower’s compliance with the provisions of Subsection 7.2 of this Agreement.

(5)        Borrower Obligations Absolute.  The obligations of Borrower under this Subsection 1.1(E) are irrevocable, will remain in full force and effect until Issuing Lender and Lenders have no further obligations to make any payments or disbursements under any circumstances with respect to any Letter of Credit, shall be absolute and unconditional, shall not be subject to counterclaim, setoff or other defense or any other qualification or exception whatsoever and shall be paid in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances:

(a)        Any lack of validity or enforceability of this Agreement, any of the other Loan Documents or any documents or instruments relating to any Letter of Credit;

(b)        Any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations in respect of any Letter of Credit or any other amendment, modification or waiver of or any consent to or departure from any Letter of Credit, any documents or instruments relating thereto, or any Loan Document in each case whether or not Borrower or its Subsidiaries has notice or knowledge thereof;

(c)        The existence of any claim, setoff, defense or other right that Borrower or its Subsidiaries may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), Administrative Agent, Issuing Lender, any Lender or any other Person, whether in connection with this Agreement, any other Loan Document, any Letter of Credit, the transactions contemplated hereby or any other related or unrelated transaction or transactions (including any underlying transaction between Borrower or its Subsidiaries and the beneficiary named in any such Letter of Credit);

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(d)        Any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, any errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, telecopier or otherwise, or any errors in translation or in interpretation of technical terms;

(e)        Payment under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit;

(f)        Any defense based upon the failure of any drawing under any Letter of Credit to conform to the terms of such Letter of Credit (provided that any draft, certificate or other document presented pursuant to such Letter of Credit appears on its face to comply with the terms thereof), any nonapplication or misapplication by the beneficiary or any transferee of the proceeds of such drawing or any other act or omission of such beneficiary or transferee in connection with such Letter of Credit;

(g)        The exchange, release, surrender or impairment of any collateral or other security for the obligations;

(h)        The occurrence of any Default or Event of Default; or

(i)         Any other circumstance or event whatsoever, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, Borrower or any of its Subsidiaries.

Any action taken or omitted to be taken by the Issuing Lender under or in connection with any Letter of Credit, if taken or omitted in the absence of gross negligence or willful misconduct, is binding upon Borrower and its Subsidiaries and shall not create or result in any liability of the Issuing Lender to Borrower or any of its Subsidiaries.  It is expressly agreed that, for purposes of determining whether a wrongful payment under a Letter of Credit resulted from the Issuing Lender’s gross negligence or willful misconduct, none of the following shall be deemed to constitute gross negligence or willful misconduct by Issuing Lender: (i)  Issuing Lender’s acceptance of documents that appear on their face to comply with the terms of such Letter of Credit, without responsibility for further investigation, (ii)  Issuing Lender’s exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect (so long as such document appears on its face to comply with the terms of such Letter of Credit), and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever, and (iii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof.

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(6)        Obligations of Issuing Lender.  Issuing Lender (if other than Administrative Agent) hereby agrees that it will not issue a Letter of Credit hereunder until it has provided Administrative Agent with written notice specifying the amount and intended issuance date of such Letter of Credit and Administrative Agent has returned a written acknowledgment of such notice to Issuing Lender.  Issuing Lender (if other than Administrative Agent) further agrees to provide to Administrative Agent:  (i) a copy of each Letter of Credit issued by Issuing Lender promptly after its issuance; (ii) a monthly report summarizing available amounts under Letters of Credit issued by Issuing Lender, the dates and amounts of any draws under such Letters of Credit, the effective date of any increase or decrease in the face amount of any Letters of Credit during such month and the amount of any unreimbursed draws under such Letters of Credit; and (iii) such additional information reasonably requested by Administrative Agent from time to time with respect to the Letters of Credit issued by Issuing Lender.

(7)        ISP.  Unless otherwise expressly agreed by Issuing Lender and Borrower when a Letter of Credit is issued, the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) (“ISP”) shall apply to each Letter of Credit.

(8)        Evergreen Letters of Credit.  If Borrower so requests in any applicable Letter of Credit application, Issuing Lender agrees to issue a Letter of Credit that has automatic renewal provisions (each, an “Evergreen Letter of Credit”); provided that any such Evergreen Letter of Credit must permit Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued.  Unless otherwise directed by Issuing Lender, Borrower shall not be required to make a specific request to Issuing Lender for any such renewal.  Notwithstanding anything to the contrary contained herein, Issuing Lender shall have no obligation to permit the renewal of any Evergreen Letter of Credit at any time.

(F)         Notes.  Borrower shall execute and deliver to each requesting Lender a Revolving Note, a Term Loan A Note, a Term Loan B Note and a Swingline Note, each dated the Effective Date, in the principal amount of such Lender’s Pro Rata Share of the Revolving Loan Commitment, the Term Loan A Commitment, the Term Loan B Commitment and the Swingline Loan Commitment, respectively, as set forth on Schedule 1.1(A) hereto.  On the Term Loan A Maturity Date, at CoBank’s request, Borrower shall execute and deliver to CoBank a new Term Loan B Note in the principal amount of CoBank’s Pro Rata Share of the Term Loan B Commitment as set forth on Schedule 1.1(B) hereto, and CoBank shall deliver to Borrower the Term Loan A Note and Term Loan B Note delivered by Borrower to CoBank on the Effective Date.

(G)        Loans.  Loans will be made available by wire transfer of immediately available funds; provided however, Swingline Loans will be made available as provided in the CoBank Cash Management Agreement.  Wire transfers will be made to such account or accounts as may be authorized by Borrower.

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1.2.        Interest.

(A)        Interest Options.  From the date each Loan is made, based upon Borrower’s election at such time and from time to time thereafter (as provided in Subsection 1.3 and subject to the conditions set forth in such Subsection 1.3 and Subsection 1.2(G)), each Loan shall accrue interest as follows:

(1)        as a Base Rate Loan, at the sum of the Base Rate plus the Base Rate Margin applicable from time to time as provided in Subsection 1.2(B); or

(2)        as a LIBOR Loan, for the applicable Interest Period, at the sum of LIBOR plus the LIBOR Margin applicable to such Loan from time to time as provided in Subsection 1.2(B);

provided, that (i) each Swingline Loan shall accrue interest only pursuant to Subsection 1.2(A)(1), (ii) the Term Loan A shall accrue interest at a fixed rate per annum equal to the sum of 6.2860% plus the Fixed Rate Margin applicable from time to time as provided in Subsection 1.2(B), (iii) for the Interpolated Term Loan B LIBOR Period, the Term Loan B shall accrue interest at a rate per annum equal to the sum of (a) the rate determined based on a linear interpolation between LIBOR for an interest period of one (1) month and LIBOR for an interest period of three (3) months plus (b) the LIBOR Margin applicable from time to time as provided in Subsection 1.2(B), and (iv) for the Interpolated Term Loan A LIBOR Period, if any, at a rate per annum equal to the sum of (x) the rate determined based on a linear interpolation between (I) LIBOR for an interest period that is the next shortest interest period presented by the Reuters Screen LIBOR01 to the duration of the Interpolated Term Loan A LIBOR Period and (II) LIBOR for an interest period that is the next longest interest period presented by the Reuters Screen LIBOR01 to the duration of the Interpolated Term Loan A LIBOR Period plus (y) the LIBOR Margin applicable from time to time as provided in Subsection 1.2(B).

Except as otherwise provided in Subsections 1.2(E) and 6.6, interest on all Obligations (other than the interest payments required pursuant to this Subsection 1.2(A)) not paid when due will accrue interest at the Base Rate plus 3.25% per annum.

(B)        Applicable Margins.  Initially, and continuing through the day immediately preceding the first Adjustment Date that occurs on or after the Effective Date, the applicable LIBOR Margin, Base Rate Margin and Fixed Rate Margin shall be 3.75%, 2.75% and 2.00% per annum, respectively.  Commencing on such Adjustment Date, the applicable LIBOR Margin, Base Rate Margin and Fixed Rate Margin shall be for each Calculation Period the applicable per annum percentage set forth in the pricing table below opposite the applicable Leverage Ratio of Borrower; provided, that in the event that (i) Administrative Agent shall not receive the financial statements or Compliance Certificate required pursuant to Subsections 4.4(A), 4.4(B) and 4.4(C) when due, or (ii) an Event of Default occurs, then from such due date or date and until the fifth Business Day following Administrative Agent’s receipt of such overdue financial statements and Compliance Certificate or for so long as such Event of Default continues, the applicable LIBOR Margin, Base Rate Margin and Fixed Rate Margin shall be 4.25%, 3.25% and 2.50%, respectively.

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TERM LOANS AND REVOLVING LOAN PRICING TABLE

If, as a result of any restatement of or other adjustment to any financial statements referred to above or for any other reason, Administrative Agent determines in good faith that (i) the Leverage Ratio as calculated by Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Leverage Ratio would have resulted in different pricing for any period, then (1) if the proper calculation of the Leverage Ratio would have resulted in higher pricing for such period, Borrower shall automatically and retroactively be obligated to pay to Administrative Agent, promptly on demand by Administrative Agent, an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period; and (2) if the proper calculation of the Leverage Ratio would have resulted in lower pricing for such period, Administrative Agent and Lenders shall have no obligation to repay any interest to Borrower; provided that if, as a result of any restatement or other event a proper calculation of the Leverage Ratio would have resulted in higher pricing for one or more periods and lower pricing for one or more other periods (due to the shifting of income or expenses from one period to another period or any similar reason), then the amount payable by Borrower pursuant to clause (1) above shall be based upon the excess, if any, of the amount of interest that should have been paid for all applicable periods over the amount of interest paid for all such periods.

(C)        Interest Periods.  Each LIBOR Loan may be obtained for a one, two, three or six month period or, if available to all Lenders under the applicable facility, nine or 12 month period (each such period being an “Interest Period”); provided, that a LIBOR Loan under the Term Loan B may be obtained for an Interest Period commencing on the Effective Date and expiring on May 31, 2011 (such period, the “Interpolated Term Loan B LIBOR Period”); provided, further, if at any time Borrower elects to convert the Term Loan A to a LIBOR Loan, a LIBOR Loan under the Term Loan A may be obtained for an Interest Period commencing on the conversion date and expiring on the Term Loan A Maturity Date (the “Interpolated Term Loan A LIBOR Period”).  With respect to all LIBOR Loans:

(1)        the Interest Period will commence on the date that any LIBOR Loan is made or the date on which all or any portion of any Base Rate Loan or the Term Loan A is converted into a LIBOR Loan, or, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the day on which the immediately preceding Interest Period expires;

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(2)        if the Interest Period would otherwise expire on a day that is not a Business Day, then it will expire on the next Business Day, provided, that if any Interest Period would otherwise expire on a day that is not a Business Day and such day is a day of a calendar month after which no further Business Day occurs in such month, such Interest Period shall expire on the Business Day next preceding such day;

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

(4)        no Interest Period shall be selected for any LIBOR Loan under the Term Loan B Facility if, in order to make scheduled repayments required pursuant to Subsection 1.6(A)(1), repayment of all or any portion of the LIBOR Loan prior to the expiration of such Interest Period would be necessary; and

(5)        no Interest Period shall be selected under the Revolving Loan Facility that extends beyond the date set forth in clause (iii) of the definition of Revolving Loan Expiration Date, and no Interest Period shall be selected under the Term Loan B Facility that extends beyond the date set forth in clause (ii) of the definition of Term Loan B Maturity Date.

(D)        Calculation and Payment.  Interest on all Loans and all Obligations and the amount of any fees set forth in Subsection 1.4 shall be calculated on the basis of a 360-day year for the actual number of days elapsed.  The date of funding or conversion of a LIBOR Loan to a Base Rate Loan and the first day of an Interest Period with respect to a LIBOR Loan shall be included in the calculation of interest.  The date of payment of any Loan, the last day of an Interest Period with respect to a LIBOR Loan and the Term Loan A Maturity Date with respect to the Term Loan A shall be excluded from the calculation of interest; provided, if a Loan is repaid on the same day that it is made, one day’s interest shall be charged.

Interest accruing on Base Rate Loans is payable in arrears on each of the following dates or events: (i) the last day of each calendar quarter, (ii) the prepayment (including the payment of any Swingline Loan pursuant to Subsection 1.1(D)(2)) of such Loan (or portion thereof) and (iii) the Term Loan B Maturity Date or the Revolving Loan Expiration Date, as applicable, whether by acceleration or otherwise.  Interest accruing on each LIBOR Loan is payable in arrears on each of the following dates or events: (i) the last day of each applicable Interest Period (including the last day of the Interpolated Term Loan A LIBOR Period and the Interpolated Term Loan B LIBOR Period), (ii) if the Interest Period is longer than three months, on each three-month anniversary of the commencement date of such Interest Period, (iii) the prepayment of such Loan (or portion thereof) and (iv) the Term Loan B Maturity Date or the Revolving Loan Expiration Date, as applicable, whether by acceleration or otherwise.  Interest accruing on the Term Loan A is payable on (i) the last day of each calendar quarter, (ii) the prepayment of such Loan, (iii) the date of any conversion of the Term Loan A to a LIBOR Loan, and (iv) the Term Loan A Maturity Date, whether by acceleration or otherwise.

Interest accruing pursuant to Subsection 1.2(E) is payable on demand.

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(E)         Default Rate of Interest.  At the election of Administrative Agent or Requisite Lenders, after the occurrence of an Event of Default and for so long as it continues, all Loans and other Obligations shall bear interest at rates that are 2.00% in excess of the rates otherwise in effect, including, without limitation, rates in effect pursuant to the proviso in the second sentence of Subsection 1.2(B), with respect to such Loans and other Obligations.  Interest accruing pursuant to this Subsection 1.2(E) is payable on demand.

(F)         Excess Interest.  Notwithstanding anything to the contrary set forth herein, the aggregate interest, fees and other amounts required to be paid by Borrower to Lenders or any Lender hereunder are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the Indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to be paid to Lenders or any Lender for the use or the forbearance of the Indebtedness or Obligations evidenced hereby exceed the maximum permissible under Applicable Law.  If under or from any circumstances whatsoever, fulfillment of any provision hereof or of any of the other Loan Documents at the time of performance of such provision shall be due, shall involve exceeding the limit of such as is validity prescribed by Applicable Law then the obligation to be fulfilled shall automatically be reduced to the limit of such validity and if under or from any circumstances whatsoever Lenders or any Lender should ever receive as interest any amount which would exceed the highest lawful rate, the amount of such interest that is excessive shall be applied to the reduction of the principal balance of the Obligations evidenced hereby and not to the payment of interest.  Additionally, should the method used for calculating interest (i.e., using a 360-day year) be unlawful, such calculation method shall be automatically changed to a 365-6-day year or such other lawful calculation method as is reasonably acceptable to Administrative Agent.  This provision shall control every other provision of this Agreement and all provisions of every other Loan Document.

(G)        Selection, Conversion or Continuation of Loans; LIBOR Availability.  Provided that no Event of Default has occurred and is then continuing and except as provided in Subsection 1.1(D), Borrower shall have the option to (i) select all or any part of a new borrowing to be (a) a Base Rate Loan in a principal amount equal to $100,000 or any whole multiple of $5,000 in excess thereof, or (b) a LIBOR Loan in a principal amount equal to $1,000,000 or any whole multiple of $100,000 in excess thereof, (ii) convert at any time all or any portion of a Base Rate Loan in a principal amount equal to $1,000,000 or any whole multiple of $100,000 in excess thereof into a LIBOR Loan, (iii) upon the expiration of its Interest Period, continue any LIBOR Loan in a principal amount equal to $1,000,000 or any whole multiple of $100,000 in excess thereof into one or more LIBOR Loans for such new Interest Period(s) as selected by Borrower, and (iv) upon payment of any applicable Breakage Fees required by Subsection 1.4(C), convert all, but not less than all, of the Term Loan A into a LIBOR Loan for an Interest Period equal to the Interpolated Term Loan A LIBOR Period.  During any period in which any Event of Default is continuing, as the Interest Periods for LIBOR Loans then in effect expire, such Loans shall be converted into Base Rate Loans and, unless otherwise agreed to by Requisite Lenders, the LIBOR option will not be available to Borrower until all Events of Default are cured or waived.  Each LIBOR Loan shall be made under either the Revolving Loan Facility, the Term Loan A Facility or the Term Loan B Facility, but a single LIBOR Loan may not be made under more than one Facility concurrently.  In the event Borrower fails to elect a LIBOR Loan upon any advance hereunder, upon the termination of any Interest Period (including the termination of the Interpolated Term Loan A LIBOR Period, if any, and the Interpolated Term Loan B LIBOR Period), or, with respect to the principal amount of the

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Term Loan A, upon its conversion to a Term Loan B borrowing on the Term Loan A Maturity Date, Borrower shall be deemed to have elected to have such amount constitute a Base Rate Loan.  Notwithstanding the foregoing, there may be no more than a total of five LIBOR Loans outstanding under each of the Revolving Loan Facility and the Term Loan B Facility at any one time, and no more than a single LIBOR Loan outstanding under the Term Loan A Facility at any one time.

1.3.         Notice of Borrowing, Conversion or Continuation of Loans.  Whenever Borrower desires to request a Loan (other than a Swingline Loan) pursuant to Subsection 1.1 or to convert or continue Base Rate Loans, LIBOR Loans (other than Swingline Loans) or the Term Loan A pursuant to Subsection 1.2(G), Borrower shall give Administrative Agent irrevocable prior written notice in the form attached hereto as Exhibit 1.3 (a “Notice of Borrowing/Conversion/Continuation”), (i) if requesting a borrowing of a Base Rate Loan (or any portion thereof), not later than 1:00 p.m. (New York, New York time), one Business Day before the proposed borrowing is to be effective, or (ii) if requesting the continuation of the fixed rate loan under Borrower’s current credit facility as the Term Loan A under this Agreement on the Effective Date or a borrowing of, a conversion to or a continuation of a LIBOR Loan (including a conversion of the Term Loan A to a LIBOR Loan for the Interpolated Term Loan A LIBOR Period), not later than 1:00 p.m. (New York, New York time), three Banking Days before the proposed borrowing, conversion or continuation is to be effective.  If Borrower elects to convert any LIBOR Loan to a Base Rate Loan, Borrower shall endeavor to notify Administrative Agent of such election not later than 1:00 p.m. (New York, New York time) three Banking Days before such conversion.  Each Notice of Borrowing/Conversion/Continuation shall specify (a) the Loan (or portion thereof) to be converted or continued and, with respect to any LIBOR Loan to be advanced, converted or continued, the last day of the current Interest Period therefore, (b) the effective date of such borrowing, conversion or continuation (which shall be a Business Day, and in the case of a LIBOR Loan, also a Banking Day), (c) the principal amount of such Loan to be borrowed, converted or continued, (d) the Interest Period to be applicable to any new LIBOR Loan, and (e) the Facility under which such borrowing, conversion or continuation is to be made.  Upon satisfaction of the notice requirement set forth in this Subsection 1.3, and the other applicable conditions set forth in this Agreement, Administrative Agent shall make the Loan, or requested conversion or continuation, on the requested effective date.

1.4.        Fees and Expenses.

(A)        Loan Commitment Fees.

(1)        Revolving Loan Commitment Fee.  From the Effective Date through the Revolving Loan Expiration Date, Borrower shall pay to Administrative Agent, for the benefit of all Lenders that are not Defaulting Lenders (based upon their respective Pro Rata Shares of the Revolving Loan Commitment) a fee in an amount equal to (i) the Revolving Loan Commitment less the sum of (a) the average daily outstanding balance of Revolving Loans (other than Swingline Loans) plus (b) the average daily outstanding Letter of Credit Liability, in each case during the preceding calendar quarter multiplied by (ii) 0.50% per annum, calculated on the basis of a 360-day year for the actual number of days elapsed.  Such fee is to be paid quarterly in arrears on the last day of each calendar quarter for such calendar quarter (or portion thereof), with the final such payment due on the Revolving Loan Expiration Date.

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(2)           Delayed Draw Commitment Fee.  For the period commencing on May 31, 2011 through the expiration of the Term Loan B Availability Period, Borrower shall pay to Administrative Agent, for the benefit of all Lenders that are not Defaulting Lenders (based upon their respective Pro Rata Shares of the Term Loan B Commitment), a fee in an amount equal to (i) the average daily balance of the undrawn portion of the Delayed Draw Amount during the preceding calendar quarter multiplied by (ii) 0.50% per annum, calculated on the basis of a 360-day year for the actual number of days elapsed.  Such fee is to be paid quarterly in arrears on the last day of each calendar quarter for such calendar quarter (or portion thereof), with the final such payment due on the expiration of the Term Loan B Availability Period.

(3)           Ticking Fee.  For the period commencing on the Closing Date through the Effective Date, Borrower shall pay to Administrative Agent, for the benefit of all Lenders that are not Defaulting Lenders (based upon their respective Pro Rata Shares of the Commitments), a fee in an amount equal to (i) the aggregate amount of the Commitments (excluding the Term Loan A Commitment) multiplied by (ii) 0.15% per annum, calculated on the basis of a 360-day year for the actual number of days elapsed.  Such fee is to be paid quarterly in arrears commencing on March 31, 2011.

(B)           Certain Other Fees.  Borrower shall pay to Administrative Agent the fees specified in that certain letter agreement, dated December 3, 2010, and accepted and agreed to by Borrower on December 16, 2010, from Administrative Agent to Borrower, in such amounts and at such times as specified in such letter agreement.

(C)           Breakage Fee.  Upon any repayment or payment of (i) a LIBOR Loan on any day that is not the last day of the Interest Period applicable thereto (including any payment of the LIBOR Loan under the Term Loan A, if any, on any day other than the last day of the Interpolated Term Loan A LIBOR Period, and any payment of the initial LIBOR Loan under the Term Loan B on any day other than the last day of the Interpolated Term Loan B LIBOR Period), or (ii) the Term Loan A on any day other than the Term Loan A Maturity Date (in each case, regardless of the source of such repayment or prepayment and whether voluntary, mandatory, by acceleration or otherwise), or upon the conversion of the Term Loan A to a LIBOR Loan, Borrower shall (a) pay to Administrative Agent, not for the benefit of Lenders, an administrative fee of $300, and (b) pay to Administrative Agent, for the benefit of all affected Lenders, an amount (the “Breakage Fee”) equal to (x) the present value of any losses, expenses and liabilities (including any loss (including interest paid but excluding the loss of any applicable margin) sustained by each such affected Lender in connection with the good faith re-employment of such funds) that any such affected Lender may sustain as a result of the payment or conversion, as applicable, of such LIBOR Loan or Term Loan A on such day plus (y) in the case of the Term Loan A only, a per annum yield of ½ of 1 percent (0.50%) on the amount of the Term Loan A for the period remaining to the Term Loan A Maturity Date.

(D)          Expenses and Attorneys Fees.  Borrower agrees to pay promptly all reasonable out-of-pocket fees, costs and expenses (including those of external attorneys) incurred by Administrative Agent and Lead Arranger in connection with (i) any matters contemplated by or arising out of the Loan Documents, and (ii) the continued administration of the Loan Documents, including any such fees, costs and expenses incurred in perfecting, maintaining, determining the

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priority of and releasing any security and any tax payable in connection with any Loan Documents and any amendments, modifications and waivers.  In addition to fees due under Subsections 1.4(A) and (B), Borrower shall also reimburse on demand Administrative Agent for its out-of-pocket expenses (including reasonable attorneys’ fees and expenses) incurred in connection with the transactions contemplated herein.  In addition to fees due under Subsections 1.4(A) and (B), Borrower agrees to pay promptly (i) all reasonable fees, costs and expenses incurred by Administrative Agent in connection with any amendment, supplement, waiver or modification of any of the Loan Documents and (ii) all reasonable out-of-pocket fees, costs and expenses incurred by each of Administrative Agent and Lenders in connection with any Default or Event of Default and any enforcement of collection proceeding resulting therefrom or any workout or restructuring of any of the transactions hereunder or contemplated thereby or any action to enforce any Loan Document or to collect any payments due from Borrower.  All fees, costs and expenses for which Borrower is responsible under this Subsection 1.4(D) shall be deemed part of the Obligations when incurred, payable upon demand and in accordance with the second paragraph of Subsection 1.5.

(E)           Letter of Credit Fees.  Borrower shall pay Administrative Agent for the account of all Lenders (other than Defaulting Lenders) committed to make Revolving Loans (based upon their respective Pro Rata Shares) an annual fee for each Letter of Credit from the date of issuance to the date of termination in an amount equal to the applicable LIBOR Margin multiplied by the face amount of such Letter of Credit.  Such fee shall be payable to Administrative Agent for the benefit of all Lenders committed to make Revolving Loans (based upon their respective Pro Rata Shares).  Such fee is to be paid quarterly in arrears on the last day of each calendar quarter and upon the termination of the Letter of Credit.  With respect to each Letter of Credit, Borrower shall also pay Administrative Agent, for the benefit of Issuing Lender issuing such Letter of Credit an issuance fee equal to 0.125% of the face amount of such Letter of Credit, which amount shall be paid upon the date of issuance and, if the expiration date of such Letter of Credit is later than one year from its date of issuance, upon each anniversary of the date of issuance during the term of such Letter of Credit.

1.5.          Payments.  Other than as provided in Subsection 1.1(D), all payments by Borrower of the Obligations shall be made in same day funds and delivered to Administrative Agent, for the benefit of Administrative Agent and Lenders, as applicable, by wire transfer to the following account or such other place as Administrative Agent may from time to time designate:

Borrower shall receive credit on the day of receipt for funds received by Administrative Agent by 1:00 p.m. (New York, New York time) on any Business Day.  Funds received on any Business Day after such time shall be deemed to have been paid on the next Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the payment shall be due on the next succeeding Business Day and such extension of time shall be included in the computation of the amount of interest and fees due hereunder.

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At any time that funds have been drawn thereunder, Borrower authorizes Lenders to make (but Lenders shall not be obligated to make) a Base Rate Loan under the Revolving Loan Facility, on the basis of their respective Pro Rata Shares of the Revolving Loan Commitment, for Letter of Credit Liability payments.  Following an Event of Default, Borrower authorizes Lenders to make (but Lenders shall not be obligated to make) a Base Rate Loan under the Revolving Loan Facility for the payment of interest, commitment fees and Breakage Fees.  Prior to an Event of Default, other fees, costs and expenses (including those of attorneys) reimbursable pursuant to Subsections 1.4(A), 1.4(B), 1.4(D) and 1.4(E) or elsewhere in any Loan Document may be debited to Base Rate Loans under the Revolving Loan Facility after 15 days’ notice to Borrower.  After the occurrence of an Event of Default, any such other fees, costs and expenses may be debited to Base Rate Loans under the Revolving Loan Facility without notice to Borrower or any other Loan Party.

To the extent Borrower makes a payment or payments to Administrative Agent for the ratable benefit of Lenders or for the benefit of Administrative Agent in its individual capacity, which payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or proceeds repaid, the Obligations or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or proceeds had not been received by Administrative Agent.

Each payment received by Administrative Agent under this Agreement or any Note for the account of any Lender shall be remitted by Administrative Agent to such Lender promptly after Administrative Agent’s receipt thereof, and such remittance shall be made in immediately available funds for the account of such Lender for the Loans or other obligation in respect of which such payment is made.

1.6.          Repayments and Reduction of Term Loan B Commitment and Revolving Loan Commitment and Related Mandatory Repayments.

(A)          Scheduled Repayments of the Term Loan B and Termination of Revolving Loan Commitment.

(1)           Term Loan B.  Commencing on September 30, 2011, and on each December 31, March 31, June 30 and September 30 thereafter, in addition to any prepayments or repayments made or required pursuant to Subsection 1.7, Borrower shall repay the aggregate outstanding principal balance of the Term Loan B in equal quarterly principal payments on each such date in the amount of $3,750,000.  The outstanding principal balance of the Term Loan B not sooner due and payable will become due and payable on the Term Loan B Maturity Date.

(2)           Revolving Loan Commitment.  In addition to any reductions pursuant to Subsections 1.6(B) and 1.6(C), the Revolving Loan Commitment and the Swingline Loan Commitment shall be permanently reduced and terminated in full on the Revolving Loan Expiration Date, and any outstanding principal balance of the Revolving Loans (including any Swingline Loans) not sooner due and payable will become due and payable on the Revolving Loan Expiration Date.

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All repayments of the Facilities pursuant to this Subsection 1.6(A) shall be applied in accordance with Subsection 1.8, and shall be accompanied by any applicable Breakage Fees and any other fees required pursuant to Subsection 1.4.

(B)           Reductions Resulting From Mandatory Repayments.  The Revolving Loan Commitment also will be permanently reduced to the extent and in the amount that Borrower is required, pursuant to Subsection 1.8, to apply mandatory repayments to be made pursuant to Subsections 1.7(B), 1.7(C), 1.7(D) and 1.7(E) to the Revolving Loan Facility (whether or not any Revolving Loans are then outstanding and available to be repaid).  All reductions provided for in this Subsection 1.6(B) shall be in addition to the voluntary reductions provided for in Subsection 1.6(C) and, accordingly, may result in the termination of the Revolving Loan Commitment prior to the date set forth in clause (iii) of the definition of the Revolving Loan Expiration Date.

(C)           Voluntary Reduction of Loan Commitments.

(1)           Borrower shall have the right, upon at least three Business Days’ prior written notice to Administrative Agent, to terminate or permanently reduce the then unused portion of the Revolving Loan Commitment.  Each reduction shall be in a minimum amount of at least $1,000,000, or any whole multiple of $250,000 in excess thereof, and shall be applied as to each Lender based upon its Pro Rata Share. Notwithstanding the foregoing, no reduction of the Revolving Loan Commitment shall be permitted if, after giving effect thereto and to any prepayment made therewith, the Revolving Credit Obligations would exceed the Revolving Loan Commitment, as so reduced.  All reductions to the Revolving Loan Commitment elected under this Subsection 1.6(C)(1) shall be in addition to the reductions in the Revolving Loan Commitment provided for in Subsections 1.6(A)(2) and 1.6(B) and, accordingly, may result in the termination of the Revolving Loan Commitment prior to the date set forth in clause (iii) of the definition of the Revolving Loan Expiration Date.

(2)           Borrower shall have the right, upon at least three Business Days’ prior written notice to Administrative Agent and Swingline Lender, to terminate or permanently reduce the then unused portion of the Swingline Loan Commitment; provided, however, if the CoBank Cash Management Agreement is in effect, Borrower may not reduce the Swingline Loan Commitment without the prior written consent of Swingline Lender (which consent shall be in the sole discretion of Swingline Lender).  All reductions to the Swingline Loan Commitment elected under this Subsection 1.6(C)(2) shall be in addition to the reductions in the Swingline Loan Commitment provided for in Subsections 1.6(A)(2), 1.6(B), and 1.6(E) and, accordingly, may result in the termination of the Swingline Loan Commitment prior to the date set forth in clause (iii) of the definition of the Revolving Loan Expiration Date.  Notwithstanding the foregoing, no reduction to the Swingline Loan Commitment shall be permitted if, after giving effect thereto and to any prepayment made in connection therewith, the aggregate principal balance of all Swingline Loans outstanding at such time would exceed the Swingline Loan Commitment as so reduced or the aggregate principal balance of all Revolving Credit Obligations at such time would exceed the Revolving Loan Commitment, as so reduced.

(D)          Mandatory Repayments.  If at any time the aggregate outstanding amount of Revolving Credit Obligations exceeds the Revolving Loan Commitment, Borrower shall repay

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promptly the Revolving Loans (other than Swingline Loans), in an amount at least sufficient to reduce the aggregate principal balance of such Revolving Credit Obligations to the amount of the Revolving Loan Commitment, and until such repayment is made, Lenders shall not be obligated to make any additional Loans under any Facility.  If any such excess remains after repayment in full of the aggregate outstanding Revolving Loans (other than Swingline Loans), Borrower shall repay Swingline Loans to the extent required to eliminate such excess.  Any repayments pursuant to this Subsection 1.6(D) shall be paid and applied in accordance with Subsection 1.8 and must be accompanied by accrued interest on the amount repaid and any applicable Breakage Fees and any other fees required pursuant to Subsection 1.4.

(E)           Application of Reduction of the Revolving Loan.  If a reduction in the Revolving Loan Commitment pursuant to Subsections 1.6(B) and/or 1.6(C) would cause the Revolving Loan Commitment to be less than the Swingline Loan Commitment, then the Swingline Loan Commitment will simultaneously with such reduction of the Revolving Loan Commitment be permanently reduced such that the Swingline Loan Commitment does not exceed the reduced Revolving Loan Commitment.

1.7.          Voluntary Prepayments and Other Mandatory Repayments.

(A)          Voluntary Prepayment of Loans.  Subject to the provisions of this Subsection 1.7(A) and Subsection 1.8, at any time, Borrower may prepay any Base Rate Loan, in whole or in part, without penalty.  Subject to the provisions of Subsection 1.8, payment of applicable Breakage Fees and the notice requirement set forth in this Subsection 1.7(A), at any time Borrower may prepay any LIBOR Loan, in whole or in part.  Notwithstanding anything to the contrary contained herein, Borrower may not prepay the Term Loan A except in connection with a prepayment in full of all Loans outstanding under the Facilities, and then only upon payment of applicable Breakage Fees and compliance with the notice requirement set forth in this Subsection 1.7(A).  Notice of any prepayment of (i) a Base Rate Loan (other than a Swingline Loan) shall be given not later than 1:00 p.m. (New York, New York time) on the Business Day that is the date of prepayment, and (ii) a LIBOR Loan or the Term Loan A shall be given not later than 1:00 p.m. (New York, New York time) on the third Business Day preceding the date of prepayment.  All prepayment notices shall be irrevocable.  All prepayments shall be accompanied by accrued interest on the amount prepaid and any applicable Breakage Fees.

(B)           Repayments from Insurance Proceeds.  Borrower shall repay the Loans in an amount equal to the Net Proceeds received by any Loan Party or any Subsidiary of any Loan Party which are insurance proceeds from any Asset Disposition; provided, however, that if no Event of Default has occurred and is continuing, Borrower shall not be required to repay the Loans with such Net Proceeds if such Loan Party or such Subsidiary applies such Net Proceeds to repair or replace the lost, damaged or destroyed property (or to acquire similar property) within 270 days of receipt by such Loan Party or such Subsidiary of such Net Proceeds; provided, however, that (i) any new assets purchased with such Net Proceeds (other than any real property that does not constitute Material Owned Property) must be subject to the Lien of Administrative Agent under the Security Documents, subject only to Permitted Encumbrances, and (ii) until so reinvested, such Net Proceeds shall be deposited and held in a deposit account of which Administrative Agent has “control” (as defined in Article 9 of the Uniform Commercial Code in effect in the State of Colorado).  If upon the expiration

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of such 270-day period any of such Net Proceeds have not been so applied, Borrower immediately shall repay the Loans in an amount equal to such remaining Net Proceeds.  All such repayments shall be applied in accordance with Subsection 1.8.  All such repayments shall be accompanied by accrued interest on the amount repaid and any applicable Breakage Fees.

(C)           Repayments from Asset Dispositions.  Promptly upon receipt by any Loan Party or any Subsidiary of any Loan Party of Net Proceeds of an Asset Disposition, other than insurance proceeds reinvested pursuant to Subsection 1.7(B) or Net Proceeds of Asset Dispositions permitted pursuant to Subsection 3.6, without the consent of Administrative Agent (unless pursuant to Subsection 3.6(viii) Borrower is required to apply such proceeds to the repayment of the Loans pursuant to this Subsection 1.7(C)), Borrower shall repay the Loans in an amount equal to the Net Proceeds received by any Loan Party or any Subsidiary of any Loan Party; provided, however, that if no Event of Default has occurred and is continuing, Borrower shall not be required to repay the Loans with such Net Proceeds if such Loan Party or such Subsidiary reinvests such Net Proceeds in assets used or useful in the business of such Loan Party or such Subsidiary within 270 days of receipt by such Loan Party or such Subsidiary of such Net Proceeds; provided, however, that (i) any new assets purchased with such Net Proceeds (other than any real property that does not constitute Material Owned Property) must be subject to the Lien of Administrative Agent under the Security Documents, subject only to Permitted Encumbrances, and (ii) until so reinvested, such Net Proceeds shall be deposited and held in a deposit account of which Administrative Agent has “control” (as defined in Article 9 of the Uniform Commercial Code in effect in the State of New York).  If upon the expiration of such 270-day period any of such Net Proceeds have not been so applied, Borrower immediately shall repay the Loans in an amount equal to such remaining Net Proceeds.  All such prepayments shall be paid and  applied in accordance with Subsection 1.8.  All such repayments shall be accompanied by accrued interest on the amount repaid and any applicable Breakage Fees.

(D)          Repayments from Debt Issuances.  Immediately upon receipt by any Loan Party or any Subsidiary of any Loan Party of Net Proceeds relating to the issuance by any Loan Party or any Subsidiary of any Loan Party of any public or private debt (other than Indebtedness permitted to be incurred under Subsection 3.1), Borrower shall be obligated to repay the Loans in an amount equal to all such Net Proceeds.  All such prepayments shall be paid and applied in accordance with Subsection 1.8 and shall be accompanied by accrued interest on the amount prepaid and any applicable Breakage Fees.

(E)           Repayments from Equity Issuances.  Immediately upon receipt by any Loan Party or any Subsidiary of any Loan Party of Net Proceeds relating to the issuance by any Loan Party or any Subsidiary of any Loan Party of any ownership interest or rights therein (other than issuances permitted under Subsection 3.4), Borrower shall be obligated to repay the Loans in an amount equal to all such Net Proceeds; provided, however, that Borrower shall not be required to prepay the Loans with any Net Proceeds received from the issuance by any Loan Party or any Subsidiary of any Loan Party of any ownership interest in any Loan Party or any Subsidiary of any Loan Party or rights therein, so long as no Default or Event of Default exists before or will result from such issuance.  All such repayments shall be paid and applied in accordance with Subsection 1.8 and shall be accompanied by accrued interest on the amount prepaid and any applicable Breakage Fees.

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1.8.          Application of Prepayments and Repayments; Payment of Breakage Fees, Etc.  Subject to the last sentence of this Subsection 1.8, all prepayments pursuant to Subsection 1.7(A) to be applied to the Loans shall be applied as Borrower shall direct (provided, however, in the absence of any direction from Borrower, Swingline Lender may apply any such prepayments to the Swingline Loans), and shall be accompanied by payment of all applicable Breakage Fees and accrued interest on the amount prepaid or repaid.  Each repayment made pursuant to Subsection 1.7(B) through 1.7(E) shall be applied first, to all fees and expenses of Administrative Agent, second, to all applicable Breakage Fees and accrued interest on the amount repaid, third, pro rata to the outstanding principal balance of the Term Loan A Facility and the Term Loan B Facility, fourth, to repay the Revolving Loans (other than the Swingline Loans) and fifth, to repay the Swingline Loans.  All prepayment and repayments made pursuant to Subsections 1.6 and 1.7 shall first be applied to such of the applicable type of Loans of a Facility as Borrower shall direct in writing and, in the absence of such direction, shall first be applied to Base Rate Loans and then to such LIBOR Loans or the Term Loan A as Borrower and CoBank shall agree (in the absence of agreement, such prepayments and repayments shall be applied to the LIBOR Loans and the Term Loan A on which the lowest amount of Breakage Fees would be due).  All prepayments and repayments applied to the Term Loan B shall be applied to reduce the remaining principal installments under the Term Loan B in the inverse order of maturity.

1.9.          Loan Accounts.  Administrative Agent will maintain loan account records for (i) all Loans, interest charges and payments thereof, (ii) all Letter of Credit Liability, (iii) the charging and payment of all fees, costs and expenses and (iv) all other debits and credits pursuant to this Agreement. All entries in the loan account records shall be made in accordance with Administrative Agent’s customary accounting practices as in effect from time to time.  Absent manifest error, the balance in the loan accounts shall be presumptive evidence of the amounts due and owing to Lenders, provided that any failure by Administrative Agent to maintain such records shall not limit or affect Borrower’s obligation to pay.  During the continuance of an Event of Default, Borrower irrevocably waives the right to direct the application of any and all payments and Borrower hereby irrevocably agrees that Administrative Agent and Lenders shall have the continuing exclusive right to apply and reapply payments in any manner it or they deem appropriate.

1.10.        Changes in LIBOR Rate Availability.  If with respect to any proposed Interest Period, Administrative Agent or any Lender (after consultation with Administrative Agent) determines that deposits in dollars (in the applicable amount) are not being offered in the relevant market for such Interest Period, or Lenders having a Pro Rata Share of more than 50% under a Facility determine (and notify Administrative Agent) that the LIBOR rate applicable pursuant to Subsection 1.2(A) for any requested Interest Period with respect to a proposed LIBOR Loan under such Facility does not adequately and fairly reflect the cost to such Lenders of funding such Loan, Administrative Agent shall forthwith give notice thereof to Borrower and Lenders, whereupon and until such affected Lender or Lenders notifies Administrative Agent, and Administrative Agent notifies Borrower and the other Lenders that the circumstances giving rise to such situation no longer exist, the obligations of any affected Lender to make its portion of such type of LIBOR Loan shall be suspended and such affected Lender shall make its Pro Rata Share of such type of LIBOR Loan as a Base Rate Loan or such other type of Loan as permitted by Administrative Agent.  Any Lender may, in its sole

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discretion, waive the benefits and provisions of this Subsection with respect to any proposed Interest Period.

If the introduction of, or any change in, any Applicable Law or treaty or any change in the interpretation or administration thereof by any Governmental Authority, central bank, quasi-governmental entity or comparable agency charged with the interpretation or administration thereof or compliance by any Lender with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank, quasi-governmental agency or comparable agency (collectively, a “Change of Law”; and, for the avoidance of doubt, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and all requests, rules, guidelines and directives promulgated thereunder, are deemed to have been introduced or adopted after the date hereof, regardless of the date enacted, adopted, issued, promulgated or  implemented), shall make it unlawful or impossible for one or more Lenders to honor its obligations hereunder to make or maintain any LIBOR Loan, such Lender shall promptly give notice thereof to Administrative Agent, and Administrative Agent shall promptly give notice thereof to Borrower and all other Lenders.  Thereafter, until such Lender or Lenders notifies Administrative Agent, and Administrative Agent notifies Borrower and the other Lenders that such circumstances no longer exist, (i) the obligations of such Lender or Lenders to make LIBOR Loans and the right of Borrower to convert any Loan of such Lender or Lenders to a LIBOR Loan or continue any Loan of such Lender or Lenders as a LIBOR Loan shall be suspended and (ii) if any Lender may not lawfully continue to maintain a LIBOR Loan to the end of the then current Interest Period applicable thereto, such Lender’s Loan shall immediately be converted to a Base Rate Loan.

1.11.        Capital Adequacy and Other Adjustments.

(A)          If any Change of Law would increase the reserve requirement or otherwise increase the cost (other than amounts governed by Subsection 1.14) to any Lender of making or maintaining a LIBOR Loan, then Administrative Agent, on behalf of all affected Lenders, shall submit a certificate to Borrower setting forth the amount and demonstrating the calculation of such increased cost.  Administrative Agent may seek recovery of such additional amounts from Borrower only to the extent it seeks recovery for such amounts from similarly situated borrowers.  Borrower shall pay the amount of such increased cost to Administrative Agent for the benefit of the affected Lenders within 15 days after receipt of such certificate.  Such certificate shall, absent manifest error, be final, conclusive and binding for all purposes.  There is no limitation on the number of times such a certificate may be submitted.

(B)           In the event that any Lender shall have determined that any Change of Law regarding capital adequacy, reserve requirements or similar requirements or compliance by any Lender or any entity controlling such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be maintained by such Lender or any entity controlling such Lender and thereby reducing the rate of return on such Lender’s or such entity’s capital as a consequence of its obligations hereunder, then Borrower shall from time to time within 15 days after notice and demand from such Lender (together with the certificate referred to in the

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next sentence and with a copy to Administrative Agent), pay to Administrative Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction. A Lender may seek recovery of such additional amounts from Borrower only to the extent it seeks recovery for such amounts from similarly situated borrowers.  A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such Lender to Borrower and Administrative Agent shall, absent manifest error, be final, conclusive and binding for all purposes.  There shall be no limitation on the number of times such a certificate may be submitted.

(C)           Notwithstanding any other provision of this Agreement, Borrower shall not be obligated to pay any increased costs suffered or incurred by a Lender under this Subsection 1.11 more than 180 days prior to the date that such Lender obtained knowledge of the circumstances giving rise to such increased costs; provided, however, that if any Change of Law giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect.  Any Lender which becomes aware of (i) any Change of Law that will make it unlawful or impossible for such Lender to make or maintain any LIBOR Loan or (ii) any Change of Law or other event or condition that will obligate Borrower to pay any amount pursuant to this Subsection 1.11 shall notify Borrower and Administrative Agent thereof as promptly as practical.  If any Lender has given notice of any such Change of Law or other event or condition and thereafter becomes aware that such Change of Law or other event or condition has ceased to exist, such Lender shall notify Borrower and Administrative Agent thereof as promptly as practical.  Each Lender affected by any Change of Law which makes it unlawful or impossible for such Lender to make or maintain any LIBOR Loan or to which Borrower is obligated to pay any amount pursuant to this Subsection 1.11 shall use reasonable commercial efforts (including changing the jurisdiction of its applicable lending office) to avoid the effect of such Change of Law or to avoid or materially reduce any amounts which Borrower is obligated to pay pursuant to this Subsection 1.11 if, in the reasonable opinion of such Lender, such efforts would not be disadvantageous to such Lender or contrary to such Lender’s normal lending practices.

1.12.        Optional Prepayment/Replacement of Lender in Respect of Increased Costs.  If (a) any Lender shall become a Defaulting Lender at any time, (b) any Lender shall suspend its obligation to make or maintain LIBOR Loans pursuant to Subsection 1.11 for a reason which is not applicable to any other Lender, or (c) any Lender shall demand any payment under Subsection 1.11, 1.13 or 1.14 for a reason which is not applicable to any other Lender, then, unless such Lender (an “Affected Lender”) has theretofore taken steps to remove or cure, and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts or for such illegality or impossibility, Borrower may, at its option, notify Administrative Agent and such Affected Lender of its intention to do the following:  Borrower may obtain, at Borrower’s expense, a replacement Lender (“Replacement Lender”) for such Affected Lender, which Replacement Lender shall be reasonably satisfactory to Administrative Agent.  In the event Borrower obtains a Replacement Lender within 180 days following notice of its intention to do so, the Affected Lender shall sell and assign its Loans and its obligations under the Loan Commitments to such Replacement Lender at a price of par plus accrued interest and other amounts due to such Affected Lender, provided that Borrower has reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment.

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1.13.        Taxes: No Deductions.

(A)          Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.

(1)           Any and all payments by or on account of any Obligation of Borrower hereunder or under any other Loan Document shall to the extent permitted by Applicable Laws be made free and clear of and without reduction or withholding for any Taxes.  If, however, Applicable Law requires Borrower or Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Applicable Law as determined by Borrower or Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to Subsection 1.13(E).

(2)           If Borrower or Administrative Agent shall be required by the IRC to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (i) Administrative Agent shall withhold or make such deductions as are determined by Administrative Agent to be required based upon the information and documentation it has received pursuant to Subsection 1.13(E), (ii) Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the IRC, and (iii) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Subsection) Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made; provided, however, to the extent Borrower has an obligation under Applicable Law to perform the duties described in (i) and (ii) above and the performance of such duties by the Administrative Agent does not relieve Borrower of such obligation or of its liability for failure to perform such obligation, Borrower shall perform the duties described in (i) and (ii) above so long as Borrower has provided notice to Administrative Agent prior to undertaking such duties.

(B)           Payment of Other Taxes by Borrower.

Without limiting the provisions of Subsection 1.13(A), Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with Applicable Law.

(C)           Tax Indemnification.

(1)           Without limiting the provisions of Subsections 1.13(A) or 1.13(B), Borrower shall indemnify Administrative Agent and each Lender, and shall make payment in respect thereof within 10 days after demand therefore, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Subsection 1.13) withheld or deducted by Borrower or Administrative Agent (to the extent that such amounts have not been paid by Borrower under Subsection 1.13(A)) or paid in connection with any Loan Document by Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, Borrower shall not be obligated to

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indemnify Administrative Agent or such Lender for any penalties, interest or expenses relating to Indemnified Taxes or Other Taxes arising from Administrative Agent’s or such Lender’s, as the case may be, gross negligence or willful misconduct. Administrative Agent and each Lender agree to give notice to Borrower of any claim for Indemnified Taxes or Other Taxes as promptly as practicable and in no event later than 120 days after such Administrative Agent or such Lender, as the case may be, has knowledge of such claim.  A certificate as to the amount of such payment or liability and setting forth in reasonable detail the calculation and basis for such payment or liability delivered to Borrower by a Lender (with a copy to Administrative Agent), or by Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.  Administrative Agent and each Lender agree to contest, with the cooperation and at the expense of Borrower, any Indemnified Taxes or Other Taxes that Administrative Agent or such Lender, as the case may be, determines in its sole discretion and good faith not to have been correctly or legally assessed.

(2)           Without limiting the provisions of Subsections 1.13(A) or 1.13(B), each Lender shall, and does hereby, indemnify Borrower and, to the extent not otherwise indemnified by Borrower hereunder, Administrative Agent and shall make payment in respect thereof within 10 days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges and disbursements of any counsel for Borrower or Administrative Agent) incurred by or asserted against Borrower or Administrative Agent by any Governmental Authority as a result of the failure by such Lender to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender to Borrower or Administrative Agent pursuant to Subsection 1.13(E).  Each Lender hereby authorizes Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to Administrative Agent under this Subsection 1.13(C)(2).  The agreements in this Subsection 1.13(C)(2) shall survive the resignation and/or replacement of Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Loan Commitments and the repayment, satisfaction or discharge of all other Obligations.

(D)          Evidence of Payments.  Upon request by Borrower or Administrative Agent, as the case may be, after any payment of Taxes by Borrower or by Administrative Agent to a Governmental Authority as provided in this Subsection 1.13, Borrower shall deliver to Administrative Agent or Administrative Agent shall deliver to Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Applicable Law to report such payment or other evidence of such payment reasonably satisfactory to Borrower or Administrative Agent, as the case may be.

(E)           Status of Lenders; Tax Documentation.

(1)           Each Lender shall deliver to Borrower and to Administrative Agent, at the time or times prescribed by Applicable Law or when reasonably requested by Borrower or Administrative Agent, such properly completed and executed documentation prescribed by Applicable Law or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit Borrower or Administrative Agent, as the case may be, to determine (i) whether or not payments made hereunder or under any other Loan Documents are subject to Taxes, (ii) if applicable, the required rate of withholding or deduction, and (iii) such Lender’s entitlement to

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any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction.

(2)           Without limiting the generality of the foregoing, if Borrower is resident for tax purposes in the United States of America,

(a)           any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the IRC shall deliver to Borrower and Administrative Agent executed originals of Internal Revenue Service Form W-9 or such other documentation or information prescribed by Applicable Law or reasonably requested by Borrower or Administrative Agent as will enable Borrower or Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and

(b)           each Foreign Lender that is entitled under the IRC or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to Borrower and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter, within 10 days of the reasonable request of Borrower or Administrative Agent whenever a lapse in time or change in circumstances renders such forms, certificates, or other evidence obsolete or inaccurate) whichever of the following is applicable:

(I)            executed originals of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States of America is a party,

(II)           executed originals of Internal Revenue Service Form W-8ECI,

(III)         executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation, including executed originals where required,

(IV)         in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the IRC, (a) a certificate to the effect that such Foreign Lender is not (i) a “bank” within the meaning of section 881(c)(3)(A) of the IRC, (ii) a “10 percent shareholder” of Borrower within the meaning of section 881(c)(3)(B) of the IRC, or (iii) a “controlled foreign corporation” described in section 881(c)(3)(C) of the IRC and (b) executed originals of Internal Revenue Service Form W-8BEN, or

(V)           executed originals of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such

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supplementary documentation as may be prescribed by Applicable Law to permit Borrower or Administrative Agent to determine the withholding or deduction required to be made.

(3)           If a payment made to a Lender under any Loan Document would be subject to United States of America withholding Tax imposed by FATCA if such Lender fails to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the IRC, as applicable), such Lender shall deliver to the Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the IRC) and such additional documentation reasonably requested by the Withholding Agent as may be necessary for the Withholding Agent to comply with its obligations under FATCA, to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Notwithstanding any other provision of this Subsection 1.13(E)(3), a Lender shall not be required to deliver any form pursuant to this Subsection 1.13(E)(3) that such Lender is otherwise prohibited from delivering pursuant to Applicable Law.

(4)           Each Lender shall promptly (1) notify Borrower and Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption, reduction or compliance with FATCA as described in Subsection 1.13(E)(3), and (2) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its lending office to Administrative Agent) to avoid any requirement of Applicable Law of any jurisdiction that Borrower or Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.

(F)           Treatment of Certain Refunds.  If Administrative Agent or any Lender shall become aware that it is entitled to claim a refund from a Governmental Authority in respect of the Indemnified Taxes or Other Taxes paid by Borrower pursuant to this Subsection 1.13, Administrative Agent or such Lender shall promptly notify Borrower of the availability of such refund claims and, if Administrative Agent or such Lender, as applicable, determines in good faith that making a claim for a refund will not have an adverse effect on its Taxes or business operations, shall, within 60 days after receipt of a request by Borrower, make a claim to such Governmental Authority for such refund.  Unless required by Applicable Law, at no time shall Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender.  If Administrative Agent or any Lender determines in good faith, in its reasonable discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by Borrower or with respect to which Borrower has paid additional amounts pursuant in this Subsection 1.13, it shall pay to Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by Borrower under this Subsection 1.13 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses incurred by Administrative Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that Borrower, upon the request of Administrative Agent or such Lender,

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agrees to repay the amount paid over to Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to Administrative Agent or such Lender in the event Administrative Agent or such Lender is required to repay such refund to such Governmental Authority.  This subsection shall not be construed to require Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to Borrower or any other Person.

1.14.        Changes in Tax Laws.  In the event that, subsequent to the Closing Date, (i) any changes in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Administrative Agent or any Lender with any request or directive (whether or not having the force of law) from any Governmental Authority (collectively, a “Change in Tax Law”):

(a)           does or shall subject Administrative Agent or any Lender to any tax of any kind whatsoever with respect to this Agreement, the other Loan Documents or any Loans made or any Letters of Credit issued hereunder, or change the basis of taxation of payments to Administrative Agent or such Lender of principal, fees, interest or any other amount payable hereunder (except Tax Liabilities covered by Subsection 1.13 and the imposition or, or any change in the rate of, any Excluded Tax payable by such Lender); or

(b)           does or shall impose on Administrative Agent or any Lender any other condition or increased cost in connection with the transactions contemplated hereby;

and the result of any of the foregoing is to increase the cost to Administrative Agent or any such Lender of making or continuing any Loan or of issuing any Letters of Credit hereunder, or to reduce any amount receivable hereunder, then, in any such case, Borrower shall promptly pay to Administrative Agent or such Lender, upon its demand, any additional amounts necessary to compensate such Lender, on an after-tax basis, for such additional cost or reduced amount receivable, as determined by Administrative Agent or such Lender with respect to this Agreement or the other Loan Documents. If Administrative Agent or such Lender becomes entitled to claim any additional amounts pursuant to this Subsection 1.14, it shall promptly notify Borrower (through Administrative Agent) of the event by reason of which Administrative Agent or such Lender has become so entitled.  A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Administrative Agent or such Lender to Borrower shall, absent manifest error, be final, conclusive and binding for all purposes.  There is no limitation on the number of times such a certificate may be submitted.

1.15.        Mitigation Obligations.  If any Lender requires Borrower to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Subsection 1.13 or 1.14, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Subsection 1.13 or 1.14, as the case may be, in the future and (ii) would not subject such Lender to any

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unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.  Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

1.16.        Term of This Agreement.  All of the Obligations shall become due and payable as otherwise set forth herein, but in any event, all of the remaining Obligations shall become due and payable on the Term Loan B Maturity Date.  Until all Obligations (other than unasserted contingent payment obligations that by their nature survive termination of the Loan Documents) have been paid and satisfied in full in cash, all Letters of Credit have been terminated and each of the Loan Commitments has been terminated, this Agreement shall remain in full force and effect.

1.17.        Letter of Credit Liability.  Upon the occurrence and during the continuance of an Event of Default, and in the event any Letters of Credit are outstanding at the time that Borrower terminates the Revolving Loan Commitment, then (a) with respect to each such Letter of Credit, Borrower shall either (i) deliver to Administrative Agent for the benefit of all Lenders with a Revolving Loan Commitment a letter of credit in the same currency that such Letter of Credit is payable, with a term that extends 60 days beyond the expiration date of such Letter of Credit, issued by a bank satisfactory to Administrative Agent and in an amount equal to 105% of the aggregate outstanding Letter of Credit Liability with respect to such Letter of Credit, which letter of credit shall be drawable by Administrative Agent to reimburse payments of drafts drawn under such Letter of Credit and to pay any fees and expenses related thereto or (ii) immediately deposit with Administrative Agent an amount equal to the aggregate outstanding Letter of Credit Liability to enable Administrative Agent to make payments under the Letters of Credit when required and such amount shall become immediately due and payable, and (b) Borrower shall prepay the fees payable under Subsection 1.4(E) with respect to all such Letters of Credit for the full remaining terms of such Letters of Credit.  Upon termination of any such Letter of Credit, the unearned portion of such prepaid fee attributable to such Letter of Credit shall be refunded to Borrower.

1.18.        Defaulting Lenders; Letters of Credit.

(A)          Cash Collateralized.  If any Lender becomes, and during the period it remains, a Defaulting Lender, Issuing Lender (x) if any Letter of Credit is at the time outstanding, may by notice to Borrower and such Defaulting Lender through Administrative Agent, require Borrower or such Defaulting Lender to cash collateralize the obligations of Borrower to Issuing Lender in respect of such Letter of Credit in an amount equal to the Pro Rata Share of the Letter of Credit Liability (contingent or otherwise) of such Defaulting Lender, as the case may be, in respect thereof, and (y) will not be required to issue any Letter of Credit or to amend or extend any outstanding Letter of Credit unless Issuing Lender is reasonably satisfied that any exposure that would result therefrom is eliminated or fully covered, whether by cash collateralization or otherwise; provided that, at Borrower’s option, instead of such cash collateralization, Borrower may, by notice to Administrative Agent and Issuing Lender, elect to reallocate all or any part of such Defaulting Lender’s Pro Rata Share of the Letter of Credit Liability with respect to such Letter of Credit among all Lenders with a Pro Rata Share of the Revolving Loan Commitment that are not Defaulting Lenders but only to the extent

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