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Published CUSIP Number:  17187MAK6

Revolving Commitment CUSIP Number:  17187MAL4

Tranche B Term Loan CUSIP Number:  17187MAM2

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CREDIT AGREEMENT

This CREDIT AGREEMENT (as amended, modified, restated or supplemented from time to time, this “Agreement”) is entered into as of October 2, 2017, by and among CINCINNATI BELL INC., an Ohio corporation (together with any permitted successors and assigns, the “Borrower”), the Guarantors (as defined herein), the Lenders (as defined herein), PNC BANK, NATIONAL ASSOCIATION, as a Swingline Lender, and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, Collateral Agent, a Swingline Lender and an L/C Issuer.

In consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto covenant and agree as follows:

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

As used in this Agreement, the following terms shall have the meanings set forth below:

“1993 Senior Notes” means the Borrower’s 7¼% Senior Notes due 2023.

“2016 Senior Notes” means the Borrower’s 7% Senior Notes due 2024.

“Acquisition” means, with respect to any Person, the acquisition by such Person, in a single transaction or in a series of related transactions, of all or substantially all of the Capital Stock or all or substantially all of the Property, or a business unit, division, product line or line of business, of another Person, whether or not involving a merger or consolidation with such other Person and whether for cash, property, services, assumption of Indebtedness, securities or otherwise.

“Acquisition Agreement Representations” means such of the representations and warranties made by or with respect to the Person or business being acquired in the applicable acquisition agreement, merger agreement or stock purchase agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or an Affiliate of the Borrower) has the right to terminate its (or its Affiliates’) obligations under the applicable agreement or decline to consummate such acquisition as a result of a breach of such representations and warranties in such applicable agreement.

“Additional Revolving Lender” means any Revolving Lender or Eligible Assignee who agrees to provide Revolving Commitments in accordance with the provisions of Section 2.16 in connection with a request for a Revolving Commitment Increase.

“Administrative Agent” means Morgan Stanley Senior Funding, Inc. in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02, or such other domestic address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

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

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agent Parties” has the meaning specified in Section 11.02(c).

“Agents” means, collectively, the Administrative Agent, the Collateral Agent and any other sub-agent appointed in accordance with this Agreement.

“Aggregate Revolving Commitments” means, as of any date, the Revolving Commitments of all the Lenders on such date.  The amount of the Aggregate Revolving Commitments in effect on the Closing Date is $200,000,000.

“Agreement” has the meaning assigned to such term in the heading hereof.

“Alternative Currency” means, in the case of Letters of Credit, Canadian Dollars, Euros, Sterling and each other currency that is approved in accordance with Section 1.07.

“Alternative Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

“Applicable Percentage” means as to each Lender, (a) with respect to such Lender’s Revolving Commitment at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Revolving Commitments represented by such Lender’s Revolving Commitment at such time subject to adjustment as provided in Section 2.15; provided that if the commitment of each Lender to make Revolving Loans and the obligation of each L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 9.02 or if the Revolving Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments, and (b) with respect to such Lender’s outstanding Tranche B Term Loans at any time, the percentage (carried out to the ninth decimal place), of the aggregate principal amount of the Tranche B Term Loans represented by the Tranche B Term Loans held by such Lender at such time.  The Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“Applicable Prepayment Date” means, in connection with any Disposition Prepayment Event or Involuntary Disposition Prepayment Event, the fifth Business Day following the date on which such Disposition Prepayment Event or Involuntary Disposition Prepayment Event occurs.

“Applicable Rate” means, for the purposes of calculating:

“Application Period” means, in respect of the Net Cash Proceeds of any Disposition and/or any Involuntary Disposition, the period of 18 months (or 24 months, in the case of Net Cash Proceeds which have been committed to be reinvested by the Borrower or any Restricted Subsidiary pursuant to binding agreements entered into prior to the end of such initial 18-month period) following receipt of such Net Cash Proceeds by the Borrower or any Restricted Subsidiary.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arrangers” means Morgan Stanley Senior Funding, Inc., PNC Capital Markets, LLC, Regions Bank, Barclays Bank PLC, Citigroup Global Markets Inc. and Citizens Bank, N.A., acting in their capacities as joint lead arrangers and joint book managers, and “Arranger” means any of them.

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

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit F or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.

“Attributable Indebtedness” means, on any date, in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.

“Attributed Principal Amount” means, on any day, with respect to any Permitted Receivables Financing, the aggregate principal, stated or invested amount of (a) outstanding loans made by Receivables Financiers to the relevant Receivables Financing SPC under such Permitted Receivables Financing or (b) notes, bonds or other debt instruments, beneficial interests in a trust, undivided ownership interests in receivables or other securities issued for cash consideration by the relevant Receivables Financing SPC to Receivables Financiers, in each case the proceeds of which are used to finance, in whole or in part, the purchase by such Receivables Financing SPC of Transferred Assets in such Permitted Receivables Financing.

“Auction” has the meaning specified in Section 11.06(i).

“Auction Manager” means (a) the Administrative Agent or (b) any other financial institution reasonably agreed to by the Borrower and the Administrative Agent (whether or not an Affiliate of the Administrative Agent) to act as an auction manager in connection with any Auction.

“Audited Financial Statements” means the audited consolidated balance sheet of the Borrower and its subsidiaries for the fiscal year ended December 31, 2016, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Borrower and its subsidiaries, including the notes thereto.

“Auto-Extension Letter of Credit” has the meaning specified in Section 2.03(b)(iii).

“Availability Period” means, with respect to the Revolving Commitments, the period from the Closing Date to the earliest of (a) the Maturity Date for the Aggregate Revolving Commitments, (b) the date of termination of the Aggregate Revolving Commitments pursuant to Section 2.06 and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of each L/C Issuer to make L/C Credit Extensions pursuant to Section 9.02.

“Available Amount Basket” means, at any time, an amount equal to, without duplication, the sum of:

Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, consolidation or transfer of assets; plus

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Bankruptcy Code” means the Bankruptcy Code in Title 11 of the United States Code.

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

“Base Rate Committed Loan” means a Committed Loan that is a Base Rate Loan.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Base Rate Revolving Loan” means a Revolving Loan that is a Base Rate Loan.

“Board of Directors” means (a) with respect to a corporation, the board of directors of the corporation or a duly authorized committee thereof, (b) with respect to a partnership, the Board of Directors of the general partner of the partnership, and (c) with respect to any other Person, the board or committee of such Person serving a similar function.

“Borrower” has the meaning specified in the preamble hereto.

“Borrower Cash Collateral” means Cash Collateral provided by the Borrower or another Loan Party to secure the L/C Obligations and Obligations in respect of Swingline Loans, including Cash Collateral so provided in respect of Fronting Exposure attributable to a Defaulting Lender.

“Borrower Materials” has the meaning specified in the final paragraph of Section 7.02.

“Borrowing” means a Committed Borrowing or a Swingline Borrowing, as the context may require.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state of New York or the state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day that is also a London Banking Day.

“Businesses” means, at any time, a collective reference to the businesses operated by the Borrower and its Subsidiaries at such time.

“Calculation Date” means the date of the applicable Specified Transaction which gives rise to the requirement to calculate the financial covenants set forth in Sections 8.11(a) and (b) or the Consolidated Secured Leverage Ratio, the Consolidated Total Leverage Ratio or Consolidated Total Assets on a Pro Forma Basis.

“Calculation Period” means, in respect of any Calculation Date, the period of four fiscal quarters of the Borrower ended as of the last day of the most recent fiscal quarter of the Borrower preceding such Calculation Date for which the Administrative Agent shall have received the Required Financial Information.

“Canadian Dollar” and “C$” mean the lawful currency of Canada.

“Capital Lease” means, as applied to any Person, any lease of any Property (whether real, personal or mixed) by that Person as lessee which, in accordance with GAAP, is required to be accounted for as a capital lease on the balance sheet of that Person, subject to Section 1.03(a).

“Capital Stock” means (a) in the case of a corporation, capital stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership interests (whether general or limited) and (d) in the case of a limited liability company, membership interests.

“Cash Collateralize” means to pledge and deposit with, or deliver to, the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuers or the Swingline Lenders (as applicable) as collateral for L/C Obligations, Obligations in respect of Swingline Loans, or, solely in the case of pledges or deposits made by Lenders, obligations of Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the applicable L/C Issuer or Swingline Lender benefitting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to (a) the Administrative Agent and (b) the applicable L/C Issuer or Swingline Lender.  “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” means, as at any date, (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than two years

from the date of acquisition, (b) Dollar denominated time deposits and certificates of deposit of (i) any Lender, (ii) any domestic commercial bank having capital and surplus in excess of $500,000,000 or a commercial bank organized under the laws of any other country that is a member of the OECD having total assets in excess of $500,000,000 (or its foreign currency equivalent at the time) or (iii) any bank whose short‑term commercial paper rating from S&P is at least A‑1 or the equivalent thereof or from Moody’s is at least P‑1 or the equivalent thereof (or, if at any time neither S&P nor Moody’s shall be rating such obligations, then an equivalent rating from such other nationally recognized rating service acceptable to the Administrative Agent (any such bank being an “Approved Bank”)), in each case with maturities of not more than one year from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A‑2 (or the equivalent thereof) or better by S&P, or P‑2 (or the equivalent thereof) or better by Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, then an equivalent rating from such other nationally recognized rating service acceptable to the Administrative Agent) and maturing within one year of the date of acquisition, (d) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (a) above entered into with (x) any bank meeting the qualifications specified in clause (b) above or (y) any primary government securities dealer reporting to the Market Reports Division of the Federal Reserve Bank of New York, (e) direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing, or subject to tender at the option of the holder thereof, within one year after the date of acquisition thereof; provided that, at the time of acquisition, the long-term debt of such state, political subdivision or public instrumentality has a rating of A (or higher) from S&P, or A‑2 (or higher) from Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, then an equivalent rating from such other nationally recognized rating service acceptable to the Administrative Agent), (f) overnight bank deposits and bankers’ acceptances at any commercial bank organized in the United States having capital and surplus in excess of $500,000,000 or a commercial bank organized under the laws of any other country that is a member of the OECD having total assets in excess of $500,000,000 (or its foreign currency equivalent at the time), (g) deposits available for withdrawal on demand and money market deposit accounts with a commercial bank organized in the United States having capital and surplus in excess of $500,000,000 or a commercial bank organized under the laws of any other country that is a member of the OECD having total assets in excess of $500,000,000 (or its foreign currency equivalent at the time), (h) investments, classified in accordance with GAAP as current assets, in money market funds which comply with the criteria set forth in Securities and Exchange Commission Rule 2a‑7 under the Investment Company Act of 1940, the portfolios of which are limited to investments of the character described in the foregoing clauses (a) through (g), and (i) with respect to any Foreign Subsidiary, other short-term investments that are analogous to the foregoing, are of comparable credit quality and are customarily used by companies in the jurisdiction of such Foreign Subsidiary for cash management purposes.

“CBI Shared Collateral Security and Pledge Agreement” means the CBI Shared Collateral Security and Pledge Agreement, dated as of the Closing Date, by and between the Borrower and the Collateral Agent.

“CBT” means Cincinnati Bell Telephone Company LLC, an Ohio limited liability company and a Wholly Owned Subsidiary of the Borrower.

“CBT 1998 Notes” means CBT’s 6.30% Senior Notes due 2028.

“CBT Shared Collateral Security and Pledge Agreement” means the CBT Shared Collateral Security and Pledge Agreement, dated as of the Closing Date, by and between CBT and the Collateral Agent.

“CFC” means each Person that is a “controlled foreign corporation” within the meaning of Section 957(a) of the Code.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following:  (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, promulgated or issued.

“Change of Control” means an event or series of events by which:

“Channel Financing Facility” means an equipment and inventory financing credit facility, pursuant to which the applicable lender thereunder will make available a revolving credit facility the proceeds of which will be used to fund the purchase from certain designated vendors of Property in the form of (a) equipment (and related services) and/or (b) inventory, including for resale to customers and which credit facility may be secured by a Lien in favor of the applicable lender solely on the Property acquired with such credit facility and the proceeds thereof.

“Class”, when used in reference to any Loan or Borrowing, shall refer to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Tranche B Term Loans, Incremental Term Loans (of the same Class), Extended Term Loans (of the same Extension tranche), revolving loans outstanding under any Extended Revolving Commitment (of the same Extension tranche and any related swingline loans thereunder) and, when used in reference to any Commitment, shall refer to whether such Commitment is a Revolving Commitment, a Tranche B Term Loan Commitment, an Incremental Term Commitment (of the same Class) or an Extended Revolving Commitment (of the same Extension tranche).

“Closing Date” means October 2, 2017.

“Closing Date Transactions” means (a) the entering into by the Loan Parties of the Loan Documents on the Closing Date, (b) the creation of Liens pursuant to the Collateral Documents on the Closing Date and the initial Credit Extension hereunder to occur on the Closing Date, (c) the Company Indebtedness Refinancing, (d) the consummation of the OnX Acquisition and the payment of the OnX Consideration and (e) the payment of fees and expenses in connection with the consummation of the foregoing.

“Code” means the Internal Revenue Code of 1986.

“Collateral” means a collective reference to all Property with respect to which Liens in favor of the Collateral Agent (for the ratable benefit of the Lenders) are purported to be granted pursuant to and in accordance with the terms of the Collateral Documents.

“Collateral Agent” means Morgan Stanley, in its capacity as collateral agent under the Collateral Documents, together with any successors or assigns thereto.

“Collateral Documents” means a collective reference to the Security Agreements and such other security documents as may be executed and delivered by the Loan Parties pursuant to the terms of Sections 7.12 and 7.13.

“Commitment” means, as to each Lender, the Revolving Commitment of such Lender and/or the Tranche B Term Loan Commitment of such Lender.

“Commitment Fee” has the meaning specified in Section 2.09(a).

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

“Committed Loan” means each Revolving Loan and the Tranche B Term Loans.

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

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).

“Communications System” means a system or business (a) providing (or capable of providing) voice, data, Internet access or video transport, connection, monitoring services or other communications, information or entertainment services (including cable television), through any means or medium, to business and residential customers, (b) providing (or capable of providing) facilities, marketing, management, technical and financial (including call rating) or other services to companies providing such transport, connection, monitoring service or other communications and/or information services or (c) that is (or that is capable of) constructing, creating, developing or marketing communications-related network equipment, software and other devices for use in any system or business described above.

“Company Indebtedness Refinancing” means the repayment in full of all Indebtedness outstanding under, and the termination of all commitments, obligations, guarantees and security interests in respect of, the Existing Credit Agreement on the Closing Date (other than contingent obligations not then due and payable that expressly survive repayment in full of the Indebtedness under the Existing Credit Agreement).

“Compliance Certificate” means a certificate substantially in the form of Exhibit D.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated EBITDA” means, for any period, for the Borrower and the Restricted Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus, without duplication,

(a) the following, in each case (other than clause (ix) below and lost profits covered by business interruption insurance as provided under clause (x) below) to the extent deducted in calculating such Consolidated Net Income:

(i)         Consolidated Interest Charges for such period;

(ii)        the provision for Federal, state, local and foreign income taxes paid or accrued by the Borrower and the Restricted Subsidiaries during such period;

(iii)       depreciation and amortization expense for such period;

(iv)       the amount of any call premium, tender premium or other similar expense and other fees and expenses paid or to be paid by the Borrower or any Restricted Subsidiary in connection with the refinancing, repayment, repurchase or extinguishment of any Indebtedness during such period;

(v)        the amount of loss or discount on the sale of Transferred Assets to any Receivables Financing SPC in connection with a Permitted Receivables Financing;

(vi)       extraordinary, unusual or non-recurring losses, charges or expenses for such period, including (A) restructuring charges, accruals and reserves, severance costs (including severance or stay bonuses paid to employees, including related employee benefits attributable to such payments), relocation costs, retention and completion bonuses and integration costs, including any restructuring charges and integration costs related to any acquisition (including the OnX Acquisition and the HCOM Acquisition), project start-up costs, transition costs, costs related to the opening, closure and/or consolidation of offices and facilities (including the termination or discontinuance of activities constituting a business), contract termination costs and recruiting, signing and completion bonuses and expenses, in each case for such period and (B) except to the extent reimbursed from the proceeds of insurance that increased Consolidated Net Income for such period, contract cancellation costs, network reconfiguration costs or costs with respect to acts of god or force majeure, in each case for such period;

(vii)      other non-cash charges, write-downs, expenses, losses or items for such period, including charges arising from, or the impact of, purchase accounting;

(viii)     cash fees, costs, expenses or charges for such period (A) associated with the Transactions, including such fees, costs, expenses or charges (including rating agency fees and related expenses) related to this Agreement and the Loan Documents and (B) related to any equity offering or repurchase, acquisition (including the OnX Acquisition and the HCOM Acquisition), Investment, disposition, recapitalization or restructuring, or the incurrence, repayment, prepayment or repurchase of Indebtedness (including a refinancing thereof) or any

amendments, waivers or other modifications of Indebtedness (in each case, whether or not permitted hereunder and whether or not successful);

(ix)      the full amount of pro forma “run rate” cost savings, operating expense reductions, operational improvements and synergies (net of actual amounts realized) that are reasonably identifiable and factually supportable related to the Transactions or any acquisition (including the OnX Acquisition and the HCOM Acquisition), Investment, disposition, operating improvement, restructuring, cost savings initiative or any similar initiative or transaction, in each case to the extent reasonably expected to be achieved within 24 months of the consummation thereof (in each case, in the good faith determination of a Responsible Officer of the Borrower);

(x)        charges, expenses, losses and lost profits for such period to the extent indemnified or insured by a third party, including expenses covered by indemnification provisions in connection with any acquisition (including the OnX Acquisition), Investment or disposition permitted by this Agreement and lost profits covered by business interruption insurance, in each case, to extent that coverage has not been denied and only so long as such amounts are actually reimbursed to the Borrower or any Restricted Subsidiary during such period or the Borrower reasonably expects that such amounts will be reimbursed within one year after such amount is first added to Consolidated EBITDA (and if not so reimbursed within one year, such amount shall be deducted from Consolidated EBITDA during the next measurement period); it being understood that such amount may subsequently be included in Consolidated EBITDA in a measurement period to the extent of amounts actually reimbursed;

(xi)        charges related to the settlement of any Joint Pole Disputes; provided that the aggregate amount added to Consolidated EBITDA pursuant to this clause (xi) during the term of this Agreement shall not exceed the Maximum Joint Pole Dispute Amount;

(xii)      any losses for such period attributable to early extinguishment of Indebtedness or obligations under any Swap Contract and any unrealized losses for such period attributable to the application of “mark-to-market” accounting in respect of Swap Contracts; and

(xiii)      the cumulative effect for such period of a change in accounting principles;

minus (b) the following, without duplication, in each case to the extent included in calculating such Consolidated Net Income:

(i)         Federal, state, local and foreign income tax credits for such period;

(ii)         all non-cash items increasing Consolidated Net Income during such period;

(iii)       all cash expenditures made during such period in respect of any non-cash item that was added back pursuant to clause (a)(vii) above to Consolidated Net Income in the calculation of Consolidated EBITDA for any prior period;

(iv)       all extraordinary, unusual or non-recurring gains, credits or income for such period;

(v)        any gains for such period attributable to the early extinguishment of Indebtedness or obligations under any Swap Contract;

(vi)       any unrealized gains for such period attributable to the application of “mark-to-market” accounting in respect of Swap Contracts; and

(vii)     the cumulative effect for such period of a change in accounting principles.

“Consolidated Funded Indebtedness” means, as of any date of determination, for the Borrower and the Restricted Subsidiaries on a consolidated basis, without duplication, the sum of (a) the principal portion of all obligations for borrowed money, (b) the principal portion of all obligations evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, (c) the principal portion of all obligations under conditional sale or other title retention agreements relating to Property purchased by the Borrower and the Restricted Subsidiaries (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business), (d) the principal portion of all obligations issued or assumed as the deferred purchase price of Property or services purchased by the Borrower and the Restricted Subsidiaries (other than trade debt incurred in the ordinary course of business and due within six months of the incurrence thereof) which would appear as liabilities on a balance sheet of the Borrower and the Restricted Subsidiaries, (e) the Attributable Indebtedness with respect to Capital Leases, (f) all unreimbursed drawings under financial letters of credit (less the amount of any cash collateral securing any such letters of credit), (g) the principal component or liquidation preference of all preferred Capital Stock issued by such Person and which by the terms thereof could at any time prior to the Maturity Date (other than pursuant to a “change of control”) be (at the request of the holders thereof or otherwise) subject to mandatory sinking fund payments, mandatory redemption or other acceleration, provided that, for the avoidance of doubt, the Permitted Preferred Stock shall not constitute Consolidated Funded Indebtedness, (h) the outstanding Attributed Principal Amount under any Permitted Receivables Financing (regardless of whether incurred by a Restricted Subsidiary or an Unrestricted Subsidiary of the Borrower) (all such Indebtedness of the types described in the foregoing clauses (a) through (h), as to any Person, “Funded Indebtedness”), (i) all Funded Indebtedness of others secured by (or for which the holder of such Funded Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, Property owned or acquired by the Borrower and the Restricted Subsidiaries, whether or not the obligations secured thereby have been assumed and (j) all Guarantees with respect to Funded Indebtedness of another Person.  Notwithstanding anything to the contrary herein, Consolidated Funded Indebtedness will exclude any Indebtedness (“Refinanced Indebtedness”) outstanding on the last day of a fiscal quarter (or any other determination date) which is to be refinanced pursuant to a refinancing permitted under this Agreement with the proceeds (the “Refinancing Proceeds”) of previously incurred refinancing Indebtedness that is included in Consolidated Funded Indebtedness on such date (and such Refinancing Proceeds shall not be included in Unrestricted Cash for the purpose of such calculation); provided that (i) an irrevocable notice of redemption of, or an offer to purchase, such Refinanced Indebtedness has been given or made (and, in the case of an offer to purchase, not withdrawn) on or prior to such date and (ii) Consolidated Funded Indebtedness will be increased by the amount of other Indebtedness temporarily repaid, as of such date, with such Refinancing Proceeds pending their use to fund such redemption or purchase of the Refinanced Indebtedness.

“Consolidated Interest Charges” means, for any period, for the Borrower and the Restricted Subsidiaries on a consolidated basis, the sum, without duplication, of (a) all interest expense of the Borrower and the Restricted Subsidiaries in connection with borrowed money (excluding all Indebtedness and payment obligations referred to in clause (f) of the definition of Indebtedness herein, and including capitalized interest, the interest component under Capital Leases and the implied interest component of Permitted Receivables Financings) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP and (b) the portion of rent expense with respect to such period under Capital Leases that is treated as interest in accordance with GAAP, but excluding in each case for purposes of clauses (a) and (b) above, (i) any amortization of original issue discount, (ii) the interest portion of any deferred payment obligation, (iii) any other interest not payable in cash, (iv) any financing fees or other charges or expenses, or the amortization thereof, incurred in connection with the issuance of any Indebtedness or preferred Capital Stock or the obtaining of any

amendment, waiver or other modification in respect of any Indebtedness or preferred Capital Stock, (v) to the extent included in “interest expense” in accordance with GAAP, any penalties paid or payable in connection with the prepayment of any Indebtedness and (vi) all non‑cash interest expense due to the initial recording of any expense item in respect of an obligation classified as a debt obligation under FASB Interpretation No. 45 and all subsequent non‑cash adjustments to such amount.  For purposes of the foregoing, interest shall be determined after giving effect to any net payments made or received by the Borrower and the Restricted Subsidiaries with respect to Swap Contracts on a consolidated basis for any period.

“Consolidated Interest Coverage Ratio” means, as of the last day of any fiscal quarter of the Borrower, the ratio, for the four fiscal quarter period ending on such date, of (a) Consolidated EBITDA for such period to (b) Consolidated Interest Charges for such period.

“Consolidated Net Income” means, for any period, for the Borrower and the Restricted Subsidiaries on a consolidated basis, net income (excluding extraordinary items) after interest expense, income taxes and depreciation and amortization, all as determined in accordance with GAAP.  For the avoidance of doubt, the net income of any Unrestricted Subsidiary and any other Person (including any Person accounted for by the equity method of accounting) that is not a Restricted Subsidiary shall be included in Consolidated Net Income for any period to the extent of the amount of cash dividends or similar cash distributions actually paid by such Unrestricted Subsidiary or other Person to the Borrower or any Restricted Subsidiary during such period.

“Consolidated Secured Indebtedness” means, as of any date of determination, for the Borrower and the Restricted Subsidiaries on a consolidated basis, without duplication, the sum of the following:  (a) the principal portion of the Obligations under the Loan Documents and (b) the principal portion of Consolidated Funded Indebtedness that is secured by a lien on any assets of the Borrower or its Restricted Subsidiaries (including the Attributed Principal Amount under any Permitted Receivables Financing, but not including any Wireless Leases).

“Consolidated Secured Leverage Ratio” means, as of the last day of any fiscal quarter of the Borrower, the ratio of (a) Consolidated Secured Indebtedness as of such date, minus the lesser of (i) Unrestricted Cash of the Borrower and the Restricted Subsidiaries as of such date and (ii) $50,000,000, to (b) Consolidated EBITDA for the four fiscal quarter period ending on such date.

“Consolidated Total Assets” means, as of the last day of any fiscal quarter of the Borrower, for the Borrower and the Restricted Subsidiaries on a consolidated basis, total assets as determined in accordance with GAAP.

“Consolidated Total Leverage Ratio” means, as of the last day of any fiscal quarter of the Borrower, the ratio of (a) Consolidated Funded Indebtedness as of such date, minus the lesser of (i) Unrestricted Cash of the Borrower and the Restricted Subsidiaries as of such date and (ii) $50,000,000, to (b) Consolidated EBITDA for the four fiscal quarter period ending on such date.

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

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.

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

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

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

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

“Defaulting Lender” means, subject to Section 2.15(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied or (ii) pay to the Administrative Agent, any L/C Issuer, any Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, any L/C Issuer or any Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower) or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Capital Stock in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.  Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the

Administrative Agent to the Borrower, each L/C Issuer, each Swingline Lender and each other Lender promptly following such determination.

“Designated HCOM Subsidiary” means any Subsidiary of the Borrower (a) that is designated by the Borrower as a “Designated HCOM Subsidiary” in a written notice given to the Administrative Agent on or at any time after the Closing Date, (b) was created solely for the purpose of issuing Permitted Escrow Debt and activities reasonably related or incidental thereto, (c) has no assets other than Permitted Escrow Debt Proceeds, (d) has no Indebtedness or liabilities other than Permitted Escrow Debt and liabilities reasonably related or incidental thereto and (e) does not engage in any activities other than issuing Permitted Escrow Debt, holding Permitted Escrow Debt Proceeds, performing its obligations under the HCOM Merger Agreement and activities reasonably related or incidental to the foregoing  (including the assignment of Permitted Escrow Debt and Permitted Escrow Debt Proceeds to the Borrower or any Guarantor, or the merger of such Designated HCOM Subsidiary with and into the Borrower, with the Borrower surviving, in each case, as permitted under Section 2.17 or the return of such Permitted Escrow Debt Proceeds plus the payment of accrued interest, fees and premiums, if any, to the holders of such Permitted Escrow Debt).

“Designated Non-Cash Consideration” means the Fair Market Value of non-cash consideration received by the Borrower or any Restricted Subsidiary in connection with a Disposition pursuant to Section 8.05(b), less the amount of cash or Cash Equivalents received by the Borrower or any Restricted Subsidiary in connection with a subsequent Disposition of any such Designated Non-Cash Consideration.

“Designated Wireless Subsidiary” means any Subsidiary of the Borrower (including, as applicable, Wireless LLC) that is designated by the Borrower in a written notice given to the Administrative Agent, substantially all the Property of which consists of (or will upon prompt completion of transfers and contributions contemplated at the time of such designation consist of) Transitional Wireless Assets and/or cash and Cash Equivalents.

“Discretionary L/C Issuer” has the meaning specified in Section 2.03(b)(v).

“Disposition” or “Dispose” means any disposition (including pursuant to a Sale and Leaseback Transaction) of any or all of the Property (including the Capital Stock of a Subsidiary) of the Borrower or any Restricted Subsidiary whether by sale, lease, licensing, transfer or otherwise; provided, however, that the term “Disposition” shall be deemed to exclude any Equity Issuance.

“Disposition Prepayment Event” means, with respect to any Disposition (other than an Excluded Disposition), the failure of the Loan Parties to apply (or cause to be applied) the Net Cash Proceeds of such Disposition to Eligible Reinvestments during the Application Period, if any, for such Disposition; provided that with respect to any Disposition, no Disposition Prepayment Event shall be deemed to have occurred hereunder during any fiscal year until the aggregate Net Cash Proceeds received with respect to all such Dispositions (other than Excluded Dispositions) consummated during such fiscal year exceeds $50,000,000 in the aggregate, and then only to the extent of such excess.

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures (excluding any maturity as a result of an optional redemption by the issuer thereof or any maturity which results only in the issuance of Capital Stock which is not itself Disqualified Stock) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the Latest Maturity Date; provided, however, that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so

redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock. Notwithstanding the preceding sentence, (i) any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Borrower to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock and (ii) any Capital Stock issued pursuant to any plan for the benefit of employees of the Borrower or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Borrower or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“Dollar” and “$” mean the lawful currency of the United States.

“Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of the United States.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country that is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country that is a parent of an institution described in clause (a) of this definition or (c) any financial institution established in an EEA Member Country that is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.

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

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective Yield” means, as to any Loans of any Class, the effective yield on such Loans as determined by the Borrower and the Administrative Agent, taking into account the applicable interest rate margins, any interest rate floors or similar devices and all fees, including upfront or similar fees or original issue discount (amortized over the shorter of (x) the remaining Weighted Average Life to Maturity of such Loans and (y) the four years following the date of incurrence thereof) payable generally to Lenders making such Loans, but excluding any arrangement fees, structuring fees, commitment fees or any other fees not paid or payable generally to all Lenders ratably.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 11.06(b)(iii) and (v) (subject to such consents, if any, as may be required under Section 11.06(b)(iii)).

“Eligible Reinvestment” means (a) any capital expenditures, (b) any acquisition of assets or any business (or any substantial part thereof) used or useful in the same or a similar line of business as the Borrower and the Restricted Subsidiaries were engaged in on the Closing Date (or any reasonable extensions or expansions thereof) and (c) any Permitted Acquisition.

“EMU Legislation” means the legislative measures of the European Union for the introduction of, changeover to or operation of the Euro in one or more member states.

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

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Restricted Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Issuance” means any issuance by the Borrower or any Restricted Subsidiary to any Person of (a) shares of its Capital Stock, (b) any shares of its Capital Stock pursuant to the exercise of options or warrants, (c) any shares of its Capital Stock pursuant to the conversion of any debt securities to equity or the conversion of any class of equity securities to any other class of equity securities or (d) any options or warrants relating to its Capital Stock.  The term “Equity Issuance” shall not be deemed to include any Disposition.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” means any of the following events that the Borrower knows or could reasonably be expected to know occurred:  (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan or Multiemployer Plan subject to Section 4063 of ERISA during a plan year in which such entity was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations by the Borrower or any ERISA Affiliate that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Sections 4041 or 4041A of ERISA; (e) institution by the PBGC of proceedings to terminate a Pension Plan or Multiemployer Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (g) the determination that any Pension Plan or Multiemployer Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Euro” or “€” means the single currency of the European Union as constituted by the Treaty on European Union and as referred to in the EMU Legislation.

“Eurodollar Rate” means:

provided that (i) to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied to the applicable Interest Period in a manner consistent with market practice; provided, further, that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied to the applicable Interest Period as otherwise reasonably determined by the Administrative Agent, (ii) with respect to Revolving Loans only, if the Eurodollar Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement and (iii) with respect to the Tranche B Term Loans only, if the Eurodollar Rate shall be less than 1%, such rate shall be deemed 1% for purposes of this Agreement.

“Eurodollar Rate Loan” means a Loan that bears interest at a rate based on clause (a) of the definition of Eurodollar Rate.

“Event of Default” has the meaning specified in Section 9.01.

“Excluded Disposition” means, with respect to the Borrower or any Restricted Subsidiary, any Disposition consisting of (a) the sale, lease, license, transfer or other disposition of Property in the ordinary course of such Person’s business, (b) the sale, lease, license, transfer or other disposition of Property no longer used or useful in the conduct of such Person’s business, (c) any sale, lease, license, transfer or other disposition of Property by such Person to any Loan Party, (d) if such Person is an Excluded Subsidiary, any sale, lease, license, transfer or other disposition of Property by such Person to any other Excluded Subsidiary, (e) the sale, lease, transfer or other disposition of equipment that, in the aggregate for all such equipment during any fiscal year, has a Fair Market Value or book value, whichever is greater, of not more than $5,000,000, (f) any Involuntary Disposition by such Person, (g) any Disposition by such Person constituting a Permitted Investment, a Permitted Lien or a Restricted Payment made in compliance with Section 8.06, (h) any Disposition of Transferred Assets by such Person in connection with a Permitted Receivables Financing, (i) the sale or discount without recourse of accounts receivable or notes receivable for collection purposes, or the conversion or exchange of accounts receivable into or for notes receivable in connection with the compromise or collection thereof, each in the ordinary course of business and not intended to constitute a financing arrangement, (j) the disposition of cash, Cash Equivalents or investment securities in the ordinary course of management of the investment portfolio of the applicable Person, (k) any sale or granting of any interest in conduits, fibers, dark fiber or an indefeasible right to use dark fiber or fiber capacity, (l) subleases of real Property and

licenses of Intellectual Property, in each case entered into in the ordinary course of business and not intended to constitute a financing arrangement, (m) Property to the extent that (i) such Property is exchanged for credit against the purchase price of similar or replacement Property and (ii) an amount equal to the net proceeds of such Disposition is applied to the purchase price of similar or replacement Property, (n) any exchange of assets to the extent qualifying for like kind treatment under Section 1031 of the Code, (o) any Disposition attributable to any settlement of any Joint Pole Dispute and (p) any Disposition of the Capital Stock of any Unrestricted Subsidiary.

“Excluded Information” means information regarding the Loans or the Borrower or its Affiliates, or the respective securities of any of the foregoing, that is not known to a Term Lender participating in an assignment to the Borrower or a Restricted Subsidiary pursuant to Section 11.06(i) that may be material to a decision by such Term Lender to participate in such assignment.

“Excluded Subsidiaries” means, subject to Section 7.12, (a) Cincinnati Bell Funding LLC, each Receivables Financing SPC and any other similar special purpose entity created in connection with a Permitted Receivables Financing, (b) each Foreign Subsidiary, (c) any Subsidiary that is a CFC, (d) each Subsidiary that is a Pass-Through Foreign Holdco, (e) any Subsidiary of a Foreign Subsidiary, a CFC or a Pass-Through Foreign Holdco, (f) each Subsidiary that is, or is created or acquired after the Closing Date as, a Joint Venture, or that becomes a Joint Venture as a result of a permitted Disposition, (g) any Designated Wireless Subsidiary, (h) any Unrestricted Subsidiary, (i) any Immaterial Subsidiary and (j) each Subsidiary existing as of the Closing Date or created or acquired after the Closing Date in respect of which (i) the Borrower shall have advised the Administrative Agent that it could or would be a violation of applicable Law for such Subsidiary to become or remain a Loan Party (including under any applicable Law relating to utility or telecommunications businesses that prohibits, restricts or requires the consent or approval of any Governmental Authority for (A) the granting of any Lien or security interest in any Property of such Subsidiary or (B) the incurrence of Indebtedness by such Subsidiary), (ii) the Borrower shall have advised the Administrative Agent that it has not been able obtain any required consent or approval of any Governmental Authority required for such Subsidiary to become or remain a Loan Party or confirmation that such Subsidiary may become or remain a Loan Party (including under any applicable Law relating to utility or telecommunications businesses that prohibits, restricts or requires the consent or approval of any Governmental Authority for (A) the granting of any Lien or security interest in any Property of such Subsidiary or (B) the incurrence of Indebtedness by such Subsidiary) or (iii) the Borrower shall have determined, in consultation with the Administrative Agent, that the contractual, operational, expense, tax or regulatory consequences or difficulty of causing such Subsidiary to become or remain a Guarantor would not, in light of the benefits to accrue to the Lenders, justify such Subsidiary becoming or remaining a Loan Party, and “Excluded Subsidiary” means any one of them.

“Excluded Swap Obligations” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of or the grant under a Loan Document by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act (or the application or official interpretation thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 4.08 and any and all guarantees of such Guarantor’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Guarantor, or grant by such Guarantor of a security interest, becomes effective with respect to such Swap Obligation.  If a Swap Obligation arises under a master agreement governing more than one Swap Contract, such exclusion shall apply to only the portion of such Swap Obligations that is attributable to Swap Contracts for which such Guaranty or security interest becomes illegal.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 11.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii), (a)(iii) or (c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

“Existing Credit Agreement” means that certain Credit Agreement dated as of November 20, 2012 (as amended and/or amended and restated prior to the Closing Date), among the Borrower, as the borrower thereunder, the guarantors from time to time party thereto, the lenders from time to time party thereto, Morgan Stanley, as administrative agent for the lenders, and the various other agents and arrangers party thereto.

“Existing HCOM Credit Agreement” means that certain Credit Agreement dated as of February 24, 2017 (as amended and/or amended and restated prior to the HCOM Closing Date), among HCOM, the guarantors from time to time party thereto, the lenders from time to time party thereto and CoBank, ACB, as administrative agent for the secured parties, a joint lead arranger, bookrunner, an issuing lender and swing line lender, Fifth Third Bank, as joint lead arranger and co-syndicated agent, and MUFG Union Bank, N.A., as a joint lead arranger and co-syndication agent.

“Existing Letters of Credit” means, collectively, (x) the letters of credit described on Schedule 1.01 and (y) from and after the HCOM Closing Date, any letters of credit outstanding pursuant to the Existing HCOM Credit Agreement on the HCOM Closing Date and designated as an “Existing Letter of Credit” by the Borrower to the Administrative Agent, subject to the consent of the applicable L/C Issuer.

“Existing Revolving Borrowings” has the meaning specified in Section 2.16(c).

“Extended Revolving Commitment” has the meaning specified in Section 2.18(a).

“Extended Term Loans” has the meaning specified in Section 2.18(a).

“Extending Revolving Credit Lender” has the meaning specified in Section 2.18(a).

“Extending Term Lender” has the meaning specified in Section 2.18(a).

“Extension” has the meaning specified in Section 2.18(a).

“Extension Offer” has the meaning specified in Section 2.18(a).

“Fair Market Value” means the price that could be negotiated in an arm’s-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in good faith by a Responsible Officer of the Borrower.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b) of the Code.

“Facility” means the Term Loans of any Class, the Aggregate Revolving Commitments, the Swingline Sublimit or the Letter of Credit Sublimit, as the context may require.

“FCC” means the Federal Communications Commission or any successor commission or agency of the United States having jurisdiction over the federal telecommunications licensing of the Borrower or any of its Subsidiaries.

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

“Fee Letter” means the amended and restated arranger fee letter, dated July 24, 2017, among the Borrower and the Arrangers.

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

“Foreign Subsidiary” means any Subsidiary of the Borrower that is not a Domestic Subsidiary.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to an L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations related to such L/C Issuer other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof and (b) with respect to a Swingline Lender, such Defaulting Lender’s Applicable Percentage of Swingline Loans made by such Swingline Lender other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“Fully Satisfied” means, with respect to the Obligations as of any date, that, as of such date, (a) all principal of and interest accrued to such date which constitute Obligations shall have been paid in full in cash, (b) all fees, expenses and other amounts then due and payable which constitute Obligations shall have been paid in cash, (c) all outstanding Letters of Credit shall have been (i) terminated, (ii) fully Cash Collateralized, (iii) secured by one or more letters of credit on terms and conditions, and with one or more financial institutions, reasonably satisfactory to the applicable L/C Issuer(s) or (iv) continued under a credit facility that in part or in whole replaces or refinances this Agreement or otherwise treated in a manner satisfactory to the applicable L/C Issuer(s), in either case, pursuant to an arrangement resulting in the simultaneous termination (in a manner satisfactory to the Administrative Agent, in its sole discretion)

of the participations of the Lenders under this Agreement in such Letters of Credit and (d) the Commitments shall have expired or been terminated in full.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“Funded Indebtedness” has the meaning assigned to such term in the definition of Consolidated Funded Indebtedness in this Section 1.01.

“Funded Participations” has the meaning assigned to such term in Section 2.16(c).

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, as in effect on the Closing Date; provided, however, that the Borrower shall be entitled to adopt and apply, at its sole election, changes in GAAP occurring after the Closing Date (provided that any adoption and application of such changes after the Closing Date shall be irrevocable).

“Governmental Approval” means, with respect to any Person, any license, permit or certificate of public convenience and necessity issued to such Person by the FCC, any State PUC, any Local Authority or any other Governmental Authority in connection with the operation of the Businesses.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra‑national bodies such as the European Union or the European Central Bank).

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease Property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (iv) entered into for the primary purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part) or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien).  The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion or limited amount thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.  The term “Guarantee” as a verb has a corresponding meaning.

“Guarantors” means a collective reference to (a) each of the Subsidiaries of the Borrower identified as “Guarantors” on the signature pages hereto, (b) each other Person that subsequently becomes a Guarantor by executing a Joinder Agreement as contemplated by Section 7.12 or otherwise, (c) with respect to (i) Obligations under any Secured Hedge Agreement, (ii) Obligations under any Treasury Management Agreement between any Loan Party and any Lender or Affiliate of a Lender and (iii) any Swap Obligation of a Specified Loan Party (determined before giving effect to Sections 4.01 and 4.08) under the Guaranty, the Borrower and (d) the successors and permitted assigns of the foregoing, and “Guarantor” means any one of the foregoing, in each case that has not become an Excluded Subsidiary.

“Guaranty” means the Guarantee made by the Guarantors in favor of the Administrative Agent and the Lenders pursuant to Article IV.

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

“HCOM” means Hawaiian Telcom Holdco, Inc., a Delaware corporation.

“HCOM Acquisition” means the Borrower’s Acquisition, directly or indirectly, of HCOM pursuant to the HCOM Merger Agreement.

“HCOM Closing Date” means the date on which the HCOM Acquisition is consummated.

“HCOM End Date” means the earliest of (a) the HCOM Facility Closing Date, (b) the HCOM Closing Date, (c) the termination of the HCOM Merger Agreement in accordance with the terms thereof without the closing of the HCOM Acquisition and (d) January 9, 2019.

“HCOM Equity Consideration” means the Capital Stock of the Borrower to be provided as consideration for the HCOM Acquisition pursuant to the HCOM Merger Agreement.

“HCOM Facility Closing Date” means, if any HCOM Incremental Term Facility is funded pursuant to Section 2.17(f), the date on which the proceeds thereof are released from escrow or otherwise available to be applied by the Borrower to consummate the HCOM Acquisition.

“HCOM L/C Issuer” means Cobank, ACB, as an issuer of Existing Letters of Credit.

“HCOM Incremental Amount” means $350,000,000.

“HCOM Incremental Equivalent Indebtedness” has the meaning specified in Section 2.17(g).

“HCOM Incremental Term Facility” has the meaning specified in Section 2.17(f).

“HCOM Indebtedness Refinancing” means the repayment in full of all Indebtedness outstanding under, and the termination of all commitments, obligations, guarantees and security interests in respect of, the Existing HCOM Credit Agreement (other than contingent obligations not then due and payable that expressly survive repayment in full of the Indebtedness under the Existing HCOM Credit Agreement).

“HCOM Merger Agreement” means that certain Agreement and Plan of Merger (together with the schedules and exhibits thereto) dated as of July 9, 2017, among the Borrower, Twin Acquisition Corp. and HCOM.

“Honor Date” has the meaning specified in Section 2.03(c)(i).

“Immaterial Subsidiary” means any Subsidiary in respect of which (a) the portion of Consolidated Total Assets (determined on a Pro Forma Basis as of the last day of the most recent fiscal quarter of the Borrower with respect to which the Administrative Agent has received the Required Financial Information) attributable thereto (on an unconsolidated basis) is less than 5% of Consolidated Total Assets as of such date or (b) the portion of Consolidated EBITDA (determined on a Pro Forma Basis as of the last day of the most recent fiscal quarter of the Borrower with respect to which the Administrative Agent has received the Required Financial Information for the fiscal quarter ending on such date) attributable thereto (on an unconsolidated basis) for the four fiscal quarter period then ended is less than 5% of Consolidated EBITDA for such four fiscal quarter period; provided that if at the end of or for any fiscal quarter during the term of this Agreement, either (x) the portion of Consolidated Total Assets (determined on a Pro Forma Basis as of the last day of the most recent fiscal quarter of the Borrower with respect to which the Administrative Agent has received the Required Financial Information) attributable to all Immaterial Subsidiaries, taken as a whole (on an unconsolidated basis), shall have exceeded 10% of Consolidated Total Assets as of such date or (y) the portion of Consolidated EBITDA (determined on a Pro Forma Basis as of the last day of the most recent fiscal quarter of the Borrower with respect to which the Administrative Agent has received the Required Financial Information for the fiscal quarter ending on such date) attributable to all Immaterial Subsidiaries, taken as a whole (on an unconsolidated basis), for the four fiscal quarter period then ended shall have exceeded 10% of Consolidated EBITDA for such four fiscal quarter period, then the Borrower shall designate one or more Immaterial Subsidiaries in writing to the Administrative Agent to cease being Immaterial Subsidiaries until such excess has been eliminated (it being understood that no Subsidiary that is not a Wholly Owned Subsidiary or is otherwise an Excluded Subsidiary shall cease to be an Immaterial Subsidiary pursuant to this proviso).

“Impacted Loans” has the meaning specified in Section 3.03.

“Increase Effective Date” has the meaning specified in Section 2.16(b).

“Incremental Acquisition Term Facility” means an Incremental Term Facility designated as an “Incremental Acquisition Term Facility” by the Borrower and the applicable Incremental Term Loan Lenders in the applicable Incremental Facility Agreement, the incurrence of loans under which is conditioned upon the consummation of, and the proceeds of which will be used to finance, one or more Permitted Acquisitions or Permitted Investments (including the refinancing of Indebtedness in connection therewith and the payment of related fees and expenses).

“Incremental Effective Date” means has the meaning specified in Section 2.17(c).

“Incremental Equivalent Indebtedness” has the meaning specified in Section 2.17(g).

“Incremental Facility” means any Incremental Term Facility or any Revolving Commitment Increase.

“Incremental Facility Agreement” means an Incremental Facility Agreement, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent, among the Borrower, the Administrative Agent and one or more Lenders (or Persons that will become Lenders), establishing Incremental Term Commitments or Revolving Commitment Increases and effecting such other amendments hereto and to the other Loan Documents as are contemplated by Section 2.16 or Section 2.17.

“Incremental Limit” means, as of any date of determination, for the purpose of determining the availability to incur an Incremental Facility pursuant to Section 2.16 or Section 2.17 or Incremental Equivalent Indebtedness pursuant to Section 8.03(l)(i), an amount equal to the sum of (a) (i) $200,000,000, minus the sum of (A) the aggregate amount of Revolving Commitment Increases, (B) the aggregate amount of Incremental Term Commitments and (C) the aggregate amount of Incremental Equivalent Indebtedness, in each case established or incurred prior to such date in reliance on this clause (a)(i), plus (ii) in the case of any Incremental Facility or Incremental Equivalent Indebtedness incurred to finance a Permitted Acquisition or Permitted Investment, $150,000,000, minus the sum of (A) the aggregate amount of Revolving Commitment Increases, (B) the aggregate amount of Incremental Term Commitments and (C) the aggregate amount of Incremental Equivalent Indebtedness, in each case established or incurred prior to such date in reliance on this clause (a)(ii), plus (iii) in the case of any HCOM Incremental Term Facility or HCOM Incremental Equivalent Indebtedness, the HCOM Incremental Amount, minus the sum of (A) the aggregate amount of any HCOM Incremental Term Facility and (B) the aggregate amount of HCOM Incremental Equivalent Indebtedness, in each case established or incurred prior to such date in reliance on this clause (a)(iii); (b) such additional amounts as would not cause the Consolidated Secured Leverage Ratio to exceed 1.80 to 1.00 (or, if any HCOM Incremental Term Facility is established pursuant to Section 2.17(f) and the net cash proceeds thereof are or will be used to fund a portion of the HCOM Acquisition, 2.60 to 1.00),  calculated on a Pro Forma Basis after giving effect to any such incurrence (determined without giving effect to the cash proceeds from any such incurrence or any amount incurred simultaneously under clause (a) and assuming for purposes of such calculation that any Revolving Commitment Increase is fully drawn) and the application of proceeds therefrom (and after giving effect to any related Acquisition, Disposition, incurrence or retirement of Indebtedness or other appropriate pro forma event); provided, that it is understood and agreed that amounts under clause (b) may be used prior to using any amounts available under clause (a); and (c) all voluntary prepayments of the Tranche B Term Loans and any Incremental Term Facility originally incurred under clause (a) (in each case, to the extent not financed with long term Indebtedness) and all voluntary permanent commitment reductions of the Aggregate Revolving Commitments prior to the date of any such incurrence (it being understood that (A) the Borrower shall be deemed to have used amounts under clause (b), if available at the time of determination, prior to utilization of amounts under clause (a) or (c) and (B) Loans and Incremental Equivalent Indebtedness, as applicable, may be incurred under clause (b) and one or both of clauses (a) and (c), and proceeds from any such incurrence under such multiple clauses may be utilized in a single transaction by first calculating the incurrence under clause (b) and then calculating the incurrence under clause (a) and/or (c), as applicable, and, for the avoidance of doubt, any such incurrence under clause (a) or (c) shall not be given effect on a Pro Forma Basis for purposes of determining the Consolidated Secured Leverage Ratio for purposes of effectuating the incurrence under clause (b) in such single transaction).

“Incremental Term Commitment” means, as to each Incremental Term Loan Lender in respect of an Incremental Term Facility, its obligation to make Incremental Term Loans to the Borrower pursuant to the applicable Incremental Facility Agreement and Section 2.01(c) or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be increased pursuant to Section 2.17 hereof or as such amount may be otherwise adjusted from time to time in accordance with this Agreement.

“Incremental Term Facility” has the meaning specified in Section 2.17(a).

“Incremental Term Facility Closing Date” means, in respect of any Incremental Term Facility, the date on which all of the conditions to funding of the Incremental Term Loans under such Incremental Term Facility are satisfied and the applicable Lenders advance the applicable Incremental Term Loans.

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

“Incremental Term Loan Lender” means each Lender having an Incremental Term Loan or an Incremental Term Commitment.

“Indebtedness” means, with respect to any Person, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to Property purchased by such Person (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business), (d) all obligations of such Person issued or assumed as the deferred purchase price of Property or services purchased by such Person (other than trade debt incurred in the ordinary course of business and due within six months of the incurrence thereof) which would appear as liabilities on a balance sheet of such Person, (e) the Attributable Indebtedness of such Person with respect to Capital Leases, (f) all net obligations of such Person under Swap Contracts, (g) all direct and contingent reimbursement obligations in respect of financial letters of credit, including, without duplication, all unreimbursed drafts drawn thereunder (less the amount of any cash collateral securing any such letters of credit), (h) the principal component or liquidation preference of all preferred Capital Stock issued by such Person and which by the terms thereof could at any time prior to the Maturity Date (other than pursuant to a “change of control”) be (at the request of the holders thereof or otherwise) subject to mandatory sinking fund payments, mandatory redemption or other acceleration, (i) the outstanding Attributed Principal Amount under any Permitted Receivables Financing, (j) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, Property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed and (k) all Guarantees of such Person with respect to Indebtedness of another Person.  The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitee” has the meaning specified in Section 11.04(b).

“Information” has the meaning specified in Section 11.07.

“Intellectual Property” has the meaning specified in Section 6.17.

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

“Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months (or, to the extent available to all the applicable Lenders, 12 months) thereafter (in each case, subject to the provisions of Section 3.03), as selected by the Borrower

in its Committed Loan Notice, or such other period that is less than 12 months requested by the Borrower and consented to by all the applicable Lenders; provided that:

“Investment” in any Person means (a) any Acquisition of such Person or its Property, (b) any other acquisition of Capital Stock, bonds, notes, debentures, partnership, joint ventures or other ownership interests or other securities of such other Person, (c) any deposit with, or advance, loan or other extension of credit to, such Person (other than deposits made in connection with the purchase of equipment, inventory and supplies in the ordinary course of business) or (d) any other capital contribution to or investment in such Person, including any Guarantee incurred for the benefit of such Person, but excluding any Restricted Payment to such Person.  Investments which are capital contributions or purchases of Capital Stock which have a right to participate in the profits of the issuer thereof or are purchases of other Property shall be valued at the amount (or, in the case of any Investment made with Property other than cash, the Fair Market Value of such Property) actually contributed or paid (including cash and non‑cash consideration and any assumption of Indebtedness) to purchase such Capital Stock or other Property as of the date of such contribution or payment less the amount of all returns of capital in respect of such Investment (including pursuant to the Disposition or liquidation of all or part of such Investment) through and including the date of determination.  Investments which are loans, advances, extensions of credit or Guarantees shall be valued at the principal amount of such loan, advance or extension of credit outstanding as of the date of determination or, as applicable, the principal amount of the loan or advance outstanding as of the date of determination actually guaranteed by such Guarantees.  An exchange of assets will be deemed not to constitute an “Investment” to the extent qualifying for like kind treatment under Section 1031 of the Code.

“Involuntary Disposition” means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any Property of the Borrower or any Restricted Subsidiary.

“Involuntary Disposition Prepayment Event” means, with respect to any Involuntary Disposition, the failure of the Loan Parties to apply (or cause to be applied) an amount equal to the Net Cash Proceeds of such Involuntary Disposition, if any, to make Eligible Reinvestments (including but not limited to the repair or replacement of the Property affected by such Involuntary Disposition) during the Application Period for such Involuntary Disposition; provided that no Involuntary Disposition Prepayment Event shall be deemed to have occurred hereunder during any fiscal year until the aggregate Net Cash Proceeds received with respect to all Involuntary Dispositions occurring during such fiscal year exceeds $50,000,000 in the aggregate, and then only to the extent of such excess.

“IRS” means the United States Internal Revenue Service.

“ISP” means, with respect to any Letter of Credit, 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).

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

“Joinder Agreement” means a Joinder Agreement substantially in the form of Exhibit E hereto, executed and delivered by a new Guarantor in accordance with the provisions of Section 7.12.

“Joint Pole Dispute” means any dispute between the Borrower or any Restricted Subsidiary (or any Person that becomes a Restricted Subsidiary) and any Joint Pole Owner regarding reimbursement of such Joint Pole Owner for a portion of the costs incurred by such Joint Pole Owner to remove, install and/or replace any Joint Poles since January 1, 2012.

“Joint Pole Owner” means any Person that jointly owns any Joint Poles with the Borrower or any Restricted Subsidiary (or any Person that becomes a Restricted Subsidiary), including any telephone, cable, electric or other utility company or any local municipality, county, state or other Governmental Authority.

“Joint Poles” means utility poles that are jointly owned by the Borrower or any Restricted Subsidiary (or any Person that becomes a Restricted Subsidiary) and any Joint Pole Owner.

“Joint Venture” means any corporation, limited liability company, trust, joint venture, company or partnership which is not a Subsidiary as of the Closing Date and in respect of which the Borrower or any Restricted Subsidiary makes (or is deemed to make pursuant to the last paragraph of Section 8.02) an Investment after the Closing Date that results in one or more of the Borrower or any Restricted Subsidiary holding no more than 90% and no less than 10% of the Capital Stock of such Person.

“Latest Maturity Date” means the latest of the Maturity Date for the Aggregate Revolving Commitments, the Maturity Date for the Tranche B Term Loans and the Maturity Date for any Incremental Term Facility applicable to existing Incremental Term Loans, as of any date of determination.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

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

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

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

“L/C Issuer” means Morgan Stanley in its capacity as an issuer of Letters of Credit hereunder, each Discretionary L/C Issuer, and any successor to Morgan Stanley or any Discretionary L/C Issuer that becomes an issuer of Letters of Credit hereunder, and after the HCOM Closing Date, the HCOM L/C Issuer with respect to any Existing Letters of Credit issued by it.

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

“LCT Election” has the meaning specified in Section 1.02(d).

“LCT Test Date” means the date specified in the applicable LCT Election; provided that (a) with respect to any redemption, repurchase, defeasance, satisfaction and discharge or prepayment of Indebtedness, such date shall be the date of the irrevocable notice of such redemption, repurchase, defeasance, satisfaction and discharge or prepayment and (b) with respect to any other Limited Condition Transaction, such date shall be the date of the definitive agreements for such Limited Condition Transaction.

“Lender Cash Collateral” means Cash Collateral provided by a Defaulting Lender to secure such Lender’s obligations to fund its participation in respect of L/C Obligations or Obligations in respect of Swingline Loans.

“Lenders” means a collective reference to the Persons identified as “Lenders” on the signature pages hereto, together with any Person that subsequently becomes a Lender by way of assignment in accordance with the terms of Section 11.06 or pursuant to an Incremental Facility Agreement pursuant to Section 2.16 or Section 2.17, together with their respective successors, other than any Person that ceases to be a Lender as a result of an assignment in accordance with the terms of Section 11.06 or Section 11.13 or an amendment of this Agreement in accordance with the terms of Section 11.01, and “Lender” means any one of them, and, as the context requires, includes each Swingline Lender.

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

“Letter of Credit” means any standby letter of credit issued hereunder and shall include the Existing Letters of Credit.

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

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

“Letter of Credit Expiration Date” means the day that is five Business Days prior to the Latest Maturity Date with respect to the Aggregate Revolving Commitments then in effect (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Sublimit” means an amount equal to $30,000,000.  The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.

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

“License” means any cable television franchise or any wireline telephone, cellular telephone, microwave, personal communications, commercial mobile radio service, broadband, undersea cable or other telecommunications or similar license, authorization, registration, certificate, waiver, certificate of compliance, franchise (including cable television and telecommunications franchise), approval, right of way, material filing, exemption, order, or permit, whether for the acquisition, construction or operation of any Communications System, including the lease of any spectrum (and attendant rights and obligations), or to otherwise provide the services related to any Communications System, granted or issued by the FCC or any applicable State PUC or Local Authority or other Governmental Authority.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“Limited Condition Transaction” means any (a) Investment or Acquisition (whether by merger, amalgamation, consolidation or other business combination or the Acquisition of Capital Stock or otherwise) that the Borrower or any Restricted Subsidiary is contractually committed to consummate (it being understood such commitment may be subject to conditions precedent, which conditions precedent may be amended, satisfied or waived in accordance with the terms of the applicable agreement) and the consummation of which is not conditioned on the availability of, or on obtaining, third party financing or (b) redemption, repurchase, defeasance, satisfaction and discharge or prepayment of Indebtedness requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or prepayment.

“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Term Loan, a Revolving Loan or a Swingline Loan, as the context may require.

“Loan Documents” means this Agreement, each Note, each Letter of Credit, each Joinder Agreement, each Incremental Facility Agreement, the Collateral Documents, the Fee Letter and any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.14 of this Agreement.

“Loan Parties” means, collectively, the Borrower and each Guarantor, and “Loan Party” means any one of them.

“Local Authority” means any local Governmental Authority having utility or communications regulatory authority over the Borrower or any of its Subsidiaries, or any applicable successor agency.

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

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), or condition (financial or otherwise) of the Borrower and the Restricted Subsidiaries, taken as a whole, (b) a material adverse

impairment of the ability of the Loan Parties, taken as a whole, to perform their material obligations under the Loan Documents or (c) a material adverse effect upon the rights or remedies, taken as a whole, of the Administrative Agent or the Lenders under the Loan Documents.

“Material Contract” means, with respect to any Person, each contract or other arrangement to which such Person is a party for which breach, nonperformance, cancellation or failure to renew could reasonably be expected to have a Material Adverse Effect.

“Maturity Date” means (a) as to the Revolving Loans, Swingline Loans and Letters of Credit (and related L/C Obligations), the day that is the fifth anniversary of the Closing Date, (b) as to the Tranche B Term Loans, the day that is the seventh anniversary of the Closing Date; provided that, if more than $50,000,000 in aggregate principal amount of the 2016 Senior Notes (or any permitted refinancing thereof that does not extend the maturity thereof past the seventh anniversary of the Closing Date) remains outstanding on April 15, 2024, the Maturity Date of the Tranche B Term Loans shall be April 15, 2024, and (c) with respect to any Incremental Term Facility, the final maturity specified in the applicable Incremental Facility Agreement; provided that, if the maturity of all or a portion of a Facility is extended pursuant to Section 2.18, the Maturity Date with respect thereto shall be such extended maturity date as determined pursuant to such Section.

“Maximum Joint Pole Dispute Amount” means an amount equal to (a) $7,000,000 multiplied by (b) the number of years in controversy, pro rated for partial years.

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

“Morgan Stanley” means Morgan Stanley Senior Funding, Inc. and its successors.

“Multiemployer Plan” means any employee benefit plan of the type described in Sections 3(37) and 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Multiple Employer Plan” means a Pension Plan which has two or more contributing sponsors (including the Borrower or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“Net Cash Proceeds” means (a) with respect to any Disposition or Involuntary Disposition, the aggregate cash proceeds or Cash Equivalents received by the Borrower or any Restricted Subsidiary in respect of such Disposition or Involuntary Disposition, net of (i) direct costs incurred in connection therewith (including legal, accounting and investment banking fees, and sales commissions), (ii) Taxes paid or reasonably estimated to be payable as a result thereof and (iii) the amount necessary to retire any Indebtedness secured by a Permitted Lien on the related Property (it being understood that “Net Cash Proceeds” shall include any cash or Cash Equivalents actually received upon the sale or other disposition of any non-cash consideration received by any such Borrower or Restricted Subsidiary in any Disposition or Involuntary Disposition) and (b) with respect to the incurrence or issuance of any Indebtedness by the Borrower or any Restricted Subsidiary, the excess of (i) the sum of the cash and Cash Equivalents received in connection with such transaction over (ii) the underwriting discounts and commissions, taxes and fees (including investment banking fees, attorneys’ fees and accountants’ fees) and other reasonable and customary out-of-pocket expenses, incurred by the Borrower or such Restricted Subsidiary in connection therewith.

“Non-Extension Notice Date” has the meaning specified in Section 2.03(b)(iii).

“Non-Pledged Subsidiaries” means, subject to Section 7.12, (a) each Unrestricted Subsidiary, (b) each Subsidiary of an Excluded Subsidiary, (c) Cincinnati Bell Funding LLC, each Receivables Financing SPC and any other similar special purpose entity created in connection with a Permitted Receivables Financing, (d) each Subsidiary that is, or is created or acquired after the Closing Date as, a Joint Venture, or that becomes a Joint Venture as a result of a permitted Disposition and (e) each other Subsidiary existing as of the Closing Date or created or acquired after the Closing Date in respect of which (i) the Borrower shall have advised the Administrative Agent that it could or would be a violation of applicable Law for the Capital Stock of such Subsidiary to be or to remain pledged (including under any applicable Law relating to utility or telecommunications businesses that prohibits, restricts or requires the consent or approval of any Governmental Authority for the pledging of such Capital Stock), (ii) the Borrower shall have advised the Administrative Agent that it has not been able obtain any required consent or approval of any Governmental Authority required for the Capital Stock of such Subsidiary to be or to remain pledged or confirmation that such Capital Stock may be or remain pledged (including under any applicable Law relating to utility or telecommunications businesses that prohibits, restricts or requires the consent or approval of any Governmental Authority for the pledging of such Capital Stock) or (iii) the Borrower shall have determined, in consultation with the Administrative Agent, that the contractual, operational, expense, tax or regulatory consequences or difficulty of the Capital Stock of such Subsidiary being or remaining pledged would not, in light of the benefits to accrue to the Lenders, justify such Capital Stock being or remaining pledged, and “Non‑Pledged Subsidiary” means any one of them.

“Non-Shared Collateral Security and Pledge Agreement” means the Non-Shared Collateral Security and Pledge Agreement, dated as of the Closing Date, among the Loan Parties signatories thereto and the Collateral Agent.

“Note” or “Notes” means the Revolving Notes, the Swingline Note and/or the Tranche B Term Notes, individually or collectively, as appropriate.

“Obligations” means a collective reference to all advances to, and debts, liabilities, obligations, covenants and duties of, the Loan Parties (or any Loan Party, as the context may require) arising under (a) any Loan Document with respect to any Loan or Letter of Credit, (b) any Secured Hedge Agreement and (c) all obligations under any Treasury Management Agreement between any Loan Party and any Lender or Affiliate of a Lender, in each case whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising and including interest, expenses, costs and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; provided, however, that the “Obligations” of a Loan Party shall exclude any Excluded Swap Obligation with respect to such Loan Party.

“OECD” means the Organisation for Economic Co-operation and Development and its successors.

“Officer’s Certificate” means a certificate signed on behalf of the Borrower by a Responsible Officer of the Borrower.

“OnX” means OnX Holdings LLC, a Delaware limited liability company.

“OnX Acquisition” means the Borrower’s Acquisition, directly or indirectly, of OnX pursuant to the OnX Merger Agreement.

“OnX Consideration” means the cash consideration to be paid pursuant to the OnX Merger Agreement.

“OnX Merger Agreement” means that certain Agreement and Plan of Merger (together with the schedules and exhibits thereto) dated as of July 9, 2017, among the Borrower, Yankee Acquisition LLC, MLN Holder Rep LLC, solely in its capacity as representative, and OnX.

“OnX Specified Representations” means such of the representations and warranties made by OnX with respect to OnX in the OnX Merger Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or an Affiliate of the Borrower) has the right to terminate its (or its Affiliates’) obligations under the OnX Merger Agreement or decline to consummate the OnX Acquisition as a result of a breach of such representations and warranties in the OnX Merger Agreement.

“Open Market Purchase” has the meaning specified in Section 11.06(i).

“Operating Lease” means, as applied to any Person, any lease (including leases which may be terminated by the lessee at any time) of any Property (whether real, personal or mixed) which is not a Capital Lease.

“Organization Documents” means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non‑U.S. jurisdiction), (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement, and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Permitted Equity” means any Capital Stock of the Borrower (other than common stock) that (a) is a security that is not guaranteed or secured and ranks junior in right of payment to the Obligations and the Senior Notes in all respects, (b) has a term extending to at least 91 days after Latest Maturity Date in effect on the date of the issuance thereof (or, if such Capital Stock was issued on or prior to the Closing Date, in effect on the Closing Date) and is not mandatorily redeemable or putable prior to such date (other than pursuant to a “change of control”) and (c) if convertible or exchangeable, is convertible or exchangeable into the common stock of the Borrower or other Capital Stock of the Borrower satisfying the conditions of clauses (a) and (b) of this definition.

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06).

“Outstanding Amount” means (a) with respect to Revolving Loans and Swingline Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Revolving Loans or Swingline Loans, as the case may be, occurring on

such date; and (b) with respect to any L/C Obligations on any date, the Dollar Equivalent amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts.

“Participant” has the meaning specified in Section 11.06(d).

“Participant Register” has the meaning specified in Section 11.06(d).

“Pass-Through Foreign Holdco” means any Domestic Subsidiary that has no material assets other than Capital Stock in one or more CFCs or Pass-Through Foreign Holdcos.

“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub.  L. 107-56, signed into law October 26, 2001.

“PBGC” means the United States Pension Benefit Guaranty Corporation.

“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan) that is maintained or is contributed to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.

“Permitted Acquisition” means (a) any Acquisition by the Borrower or any Restricted Subsidiary permitted pursuant to the terms of Section 8.02(h) and (b) the HCOM Acquisition.

“Permitted Escrow Debt” means HCOM Incremental Equivalent Indebtedness or an HCOM Incremental Term Facility that is issued or borrowed, by a Designated HCOM Subsidiary and (a) as to which neither the Borrower nor any Restricted Subsidiary is directly or indirectly liable as a guarantor or otherwise, or constitutes the lender, and (b) the proceeds of which shall be escrowed to finance the  HCOM Indebtedness Refinancing, the consummation of the HCOM Acquisition and the payment of the fees and expenses and premium, if any, incurred in connection with the foregoing.

“Permitted Escrow Debt Proceeds” means the proceeds of any Permitted Escrow Debt, plus an amount sufficient to pay fees, accrued interest, related expenses and premium, if any, in respect of such Permitted Escrow Debt from the issuance thereof to the termination date of such escrow and the applicable escrow account, plus any other amounts required to be deposited in the applicable escrow account pursuant to the terms of the applicable escrow agreement.

“Permitted Intercreditor Agreement” means, with respect to any Indebtedness secured on a pari passu basis with, or a junior basis to, the Obligations, an intercreditor agreement, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent, that contains customary terms and conditions (as determined jointly by the Borrower and the Administrative Agent, in their reasonable discretion) for similar intercreditor agreements between holders of senior secured credit facilities and holders of the same type of Indebtedness as such Indebtedness.

“Permitted Investments” means, at any time, Investments by the Borrower or any Restricted Subsidiary permitted to exist at such time pursuant to the terms of Section 8.02.

“Permitted Liens” means, at any time, Liens in respect of Property of the Borrower or any Restricted Subsidiary permitted to exist at such time pursuant to the terms of Section 8.01.

“Permitted Preferred Stock” means the 6¾% Cumulative Convertible Preferred Stock of the Borrower.

“Permitted Receivables Financing” means any transaction or series of transactions that may be entered into by the Borrower or any Restricted Subsidiary or Unrestricted Subsidiary pursuant to which it may sell, convey, contribute to capital or otherwise transfer (which sale, conveyance, contribution to capital or transfer may include or be supported by the grant of a security interest) Transferred Assets (a) to any Receivables Financier, which transfer is funded in whole or in part, directly or indirectly, by the incurrence or issuance by the transferee or any successor transferee of Indebtedness, fractional undivided interests or other securities that are to receive payments from, or that represent interests in, the cash flow derived from such Transferred Assets or interests in such Transferred Assets or (b) directly to one or more investors or other purchasers (other than the Borrower or any Subsidiary), it being understood that a Permitted Receivables Financing may involve (i) one or more sequential transfers or pledges of the same Transferred Assets, or interests therein, e.g., a sale, conveyance or other transfer to a Receivables Financing SPC followed by a pledge of the Transferred Assets to secure Indebtedness incurred by the Receivables Financing SPC, and all such transfers, pledges and Indebtedness incurrences shall be part of and constitute a single Permitted Receivables Financing and (ii) periodic transfers or pledges of Transferred Assets and/or revolving transactions in which new Transferred Assets, or interests therein, are transferred or pledged upon collection of previously transferred or pledged Transferred Assets, or interests therein; provided that any such transactions shall provide for recourse to such Subsidiary (other than any Receivables Financing SPC) or the Borrower (as applicable) only in respect of the cash flows in respect of such Transferred Assets and to the extent of other customary securitization undertakings.

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

“Platform” has the meaning specified in Section 7.02.

“PNC” means PNC Bank, National Association and its successors.

“Principal Amortization Payment” means a principal payment on the Tranche B Term Loans as set forth in Section 2.07(c).

“Pro Forma Basis” means, in connection with the calculation as of the applicable Calculation Date of the financial covenants set forth in Sections 8.11(a) and (b) or any calculation of the Consolidated Secured Leverage Ratio, the Consolidated Total Leverage Ratio or Consolidated Total Assets for any other purpose under this Agreement (including for purposes of the definition of “Applicable Rate” in this Section 1.01) in respect of a proposed transaction (a “Specified Transaction”) as of the date on which such Specified Transaction is to be effected, the making of such calculation after giving effect on a pro forma basis to:

the applicable Calculation Date (taking into account any Swap Contract applicable to such Indebtedness if such Swap Contract has a remaining term in excess of 12 months)); and

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

“Public Lenders” has the meaning specified in Section 7.02.

“Qualified ECP Guarantor” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Real Properties” means, at any time, a collective reference to each of the facilities and real Properties owned, leased or operated by the Borrower or any Restricted Subsidiary at such time.

“Receivables Financier” means any Person that is not the Borrower or any Subsidiary or Affiliate of the Borrower (other than a Receivables Financing SPC) that acts as the investor or lender with respect to a Permitted Receivables Financing.

“Receivables Financing SPC” means, in respect of any Permitted Receivables Financing, any Subsidiary or Affiliate of the Borrower to which the Borrower or any Restricted Subsidiary sells, contributes or otherwise conveys any Transferred Assets in connection with such Permitted Receivables Financing.

“Recipient” means the Administrative Agent, any Lender, any L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder.

“Refinancing Commitments” means the Refinancing Revolving Commitments and/or Refinancing Term Loan Commitments, as the context may require.

“Refinancing Facility Agreement” means a Refinancing Facility Agreement, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent, among the Borrower, the Administrative Agent and one or more Refinancing Revolving Lenders or Refinancing Term Lenders, establishing Refinancing Revolving Commitments or Refinancing Term Loan Commitments and effecting such other amendments hereto and to the other Loan Documents as are contemplated by Section 2.19.

“Refinancing Indebtedness” means, in respect of any Indebtedness (the “Original Indebtedness”), any Indebtedness that extends, renews, refinances or replaces such Original Indebtedness; provided that (a) the aggregate principal amount of such Refinancing Indebtedness shall not exceed the principal amount of such Original Indebtedness except by an amount not greater than accrued and unpaid interest on such Original Indebtedness, any original issue discount applicable to such Refinancing Indebtedness and any fees, premiums and expenses relating to such extension, renewal or refinancing; (b) the stated

final maturity of such Refinancing Indebtedness shall not be earlier than that of such Original Indebtedness; (c) the Weighted Average Life to Maturity of such Refinancing Indebtedness shall not be shorter than the remaining Weighted Average Life to Maturity of such Original Indebtedness; (d) such Refinancing Indebtedness shall not constitute an obligation (including any Guarantee) of any Subsidiary that shall not have been (or, in the case of after-acquired Subsidiaries, shall not have been required to become) an obligor in respect of such Original Indebtedness; (e) if such Original Indebtedness shall have been subordinated to the Obligations, such Refinancing Indebtedness shall also be subordinated to the Obligations on terms not less favorable in any material respect to the Lenders; (f) if such Original Indebtedness was unsecured, such Refinancing Indebtedness shall be unsecured; (g) if such Original Indebtedness was secured, such Refinancing Indebtedness shall not be secured by any Lien on any asset other than the assets that secured such Original Indebtedness or, to the extent such assets would have been required to secure such Original Indebtedness pursuant to the terms thereof, that are proceeds and products of, or after-acquired property that is affixed or incorporated into, the assets that secured such Original Indebtedness; and (h) if such Original Indebtedness was secured by the Collateral (i) on a pari passu basis with the Obligations, such Refinancing Indebtedness, if secured by the Collateral, shall be secured on a pari passu basis with or on a junior basis to the Obligations or (ii) on a junior basis to the Obligations, such Refinancing Indebtedness, if secured by the Collateral, shall be secured on a junior basis to the Obligations, and, in each case, the secured parties thereunder, or a trustee or collateral agent on their behalf, shall have become a party to a Permitted Intercreditor Agreement with the Administrative Agent and/or the Collateral Agent (and the Administrative Agent and the Collateral Agent hereby agree to execute and deliver, on behalf of the Lenders and the other holders of the Obligations, such Permitted Intercreditor Agreement).

“Refinancing Lender” means a Refinancing Revolving Lender and/or a Refinancing Term Lender, as the context may require.

“Refinancing Loans” means Refinancing Revolving Loans and/or a Refinancing Term Loans, as the context may require.

“Refinancing Revolving Commitments” has the meaning specified in Section 2.19(a).

“Refinancing Revolving Lender” has the meaning specified in Section 2.19(a).

“Refinancing Revolving Loans” has the meaning specified in Section 2.19(a).

“Refinancing Term Lender” has the meaning specified in Section 2.19(a).

“Refinancing Term Loan Commitments” has the meaning specified in Section 2.19(a).

“Refinancing Term Loans” has the meaning specified in Section 2.19(a).

“Register” has the meaning specified in Section 11.06(c).

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

“Remaining Present Value” means, as of any date with respect to any lease, the present value as of such date of the scheduled future lease payments with respect to such lease, determined with a discount rate equal to a market rate of interest for such lease, as reasonably determined by the Borrower at the time such lease is entered into.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

“Repricing Transaction” means (a) any prepayment, repayment or refinancing of the Tranche B Term Loans with the proceeds of any long-term bank debt financing or any other financing similar to such Indebtedness (including by way of conversion by a Lender of its Tranche B Term Loans into new term loans) incurred, for the primary purpose of reducing interest costs, by the Borrower or any Restricted Subsidiary from a substantially concurrent issuance or incurrence of such Indebtedness for which the Effective Yield for the respective Type of such Indebtedness payable thereon on the date of such voluntary prepayment is lower than the Effective Yield on such date for the Tranche B Term Loans of the respective equivalent Type, (b) any amendment or other modification to this Agreement that reduces the Effective Yield in respect of the Tranche B Term Loans or (c) any prepayment made to a Lender as the result of a mandatory assignment of all or a portion of its Tranche B Term Loans pursuant to Section 11.13 following such Lender’s failure to consent to an amendment to this Agreement described in clause (b) of this definition.  Notwithstanding the foregoing, it is understood and agreed that any such transaction (i) in connection with a Change of Control or (ii) in connection with the refinancing or replacement of any Tranche B Term Loans in connection with the financing of a Permitted Acquisition with an aggregate purchase price to be paid by the Borrower or any Restricted Subsidiary in excess of $100,000,000 shall not be a “Repricing Transaction”.

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

“Required Financial Information” means, with respect to each fiscal period or quarter of the Borrower, (a) the financial statements required to be delivered pursuant to subsection (a) or (b) of Section 7.01 for such fiscal period or quarter and (b) the Compliance Certificate of a Responsible Officer of the Borrower required by Section 7.02(a) to be delivered with the financial statements described in clause (a) above.

“Required Lenders” means, at any time, Lenders holding in the aggregate more than 50% of (a) the unfunded Commitments (and participations therein) and the outstanding Loans, L/C Obligations and participations therein or (b) if the Commitments have been terminated, the outstanding Loans, L/C Obligations and participations therein (subject in each case to Section 11.01(c)); provided that whenever there are one or more Defaulting Lenders, the unfunded Commitments (and participations therein) and the outstanding Loans, L/C Obligations and participations therein of each such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modifications pursuant to Section 11.01 (subject in each case to Section 11.01(c))).

“Required Revolving Lenders” means, at any time, Lenders holding in the aggregate more than 50% of (a) the unfunded Revolving Commitments (and participations therein) and the outstanding Revolving Loans, L/C Obligations and participations therein or (b) if the Revolving Commitments have been terminated, the outstanding Revolving Loans, L/C Obligations and participations therein (subject in each case to Section 11.01(c)); provided that whenever there are one or more Defaulting Lenders, the unfunded Revolving Commitments (and participations therein) and the outstanding Revolving Loans, L/C Obligations and participations therein of each such Defaulting Lender shall not be included in determining whether the Required Revolving Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modifications pursuant to Section 11.01 (subject in each case to Section 11.01(c))).

“Required Tranche B Term Lenders” means, at any time, Lenders holding in the aggregate more than 50% of the outstanding Tranche B Term Loans (subject in each case to Section 11.01(c)); provided that whenever there are one or more Defaulting Lenders, the Tranche B Term Loans of each such Defaulting Lender shall not be included in determining whether the Required Tranche B Term Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modifications pursuant to Section 11.01 (subject in each case to Section 11.01(c))).

“Responsible Officer” means the chief executive officer, president, chief financial officer, principal accounting officer, treasurer, assistant treasurer or controller of a Loan Party (or the equivalent of any of the foregoing).  Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Payment” means, with respect to any Person, (a) any dividend or other payment or distribution, direct or indirect, on account of any shares of any class of Capital Stock of such Person, now or hereafter outstanding (including any payment in connection with any dissolution, merger, consolidation or disposition involving the Borrower or any Restricted Subsidiary), or to the holders, in their capacity as such, of any shares of any class of Capital Stock of such Person, now or hereafter outstanding, (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of Capital Stock of such Person, now or hereafter outstanding and (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Capital Stock of such Person, now or hereafter outstanding; provided that no such dividend, distribution, redemption, retirement, acquisition or other payment shall constitute a “Restricted Payment” to the extent made solely with the Capital Stock of such Person (other than Disqualified Stock).  Notwithstanding anything to the contrary herein, payment of the HCOM Equity Consideration shall not constitute a “Restricted Payment”.

“Restricted Subsidiary” means any Subsidiary of the Borrower other than an Unrestricted Subsidiary.

“Resulting Revolving Borrowings” has the meaning specified in Section 2.16(c).

“Revaluation Date” means, with respect to any Letter of Credit, each of the following:  (i) each date of issuance of a Letter of Credit, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof, (iii) each date of any payment by an L/C Issuer under any Letter of Credit denominated in an Alternative Currency and (iv) such additional dates as the Administrative Agent or any L/C Issuer shall determine or the Required Revolving Lenders shall require.

“Revolving Commitment” means, as to each Lender, its obligation to (a) make Revolving Loans to the Borrower pursuant to Section 2.01, (b) purchase participations in L/C Obligations and (c) purchase participations in Swingline Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement, including as a result of a Revolving Commitment Increase pursuant to Section 2.16(a).

“Revolving Commitment Increase” means has the meaning specified in Section 2.16(a).

“Revolving Lender” means a Lender (including any Additional Revolving Lender) with a Revolving Commitment or that holds a Revolving Loan, Swingline Loan or L/C Obligation or has any participation pursuant to Section 2.03 or 2.04 in any L/C Obligation or Swingline Loan.

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

“Revolving Note” has the meaning specified in Section 2.11(a).

“S&P” means Standard & Poor’s Financial Services LLC and any successor thereto.

“Sale and Leaseback Transaction” means any arrangement pursuant to which the Borrower or any Restricted Subsidiary, directly or indirectly, becomes liable as lessee, guarantor or other surety with respect to any lease, whether an Operating Lease, a Capital Lease or a lease otherwise accounted for as Indebtedness, of any Property (a) which such Borrower or Restricted Subsidiary, as applicable, has sold or transferred (or is to sell or transfer) to a Person which is not the Borrower or a Restricted Subsidiary and (b) which the Borrower or such Restricted Subsidiary, as applicable, intends to use for substantially the same purpose as any other Property which has been substantially contemporaneously sold or transferred (or is to be sold or transferred) by the Borrower or such Restricted Subsidiary to another Person which is not the Borrower or a Restricted Subsidiary.

“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea, Sudan and Syria).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, (b) any Person organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clause (a) or (b).

“Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State.

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

“Secured Hedge Agreement” means any Swap Contract of the Borrower or any Restricted Subsidiary that (a) is in effect on the Closing Date with a counterparty that is a Lender or an Affiliate of a Lender as of the Closing Date or (b) is entered into after the Closing Date with a counterparty that is a Lender or an Affiliate of a Lender at the time such Swap Contract is entered into.

“Security Agreements” means a collective reference to the Non-Shared Collateral Security and Pledge Agreement and the Shared Collateral Security and Pledge Agreements.

“Senior Notes” means a collective reference to the 1993 Senior Notes and the 2016 Senior Notes.

“Shared Collateral Security and Pledge Agreements” means, collectively, the CBI Shared Collateral Security and Pledge Agreement and the CBT Shared Collateral Security and Pledge Agreement.

“Solvent” or “Solvency” means, with respect to any Person as of a particular date, that on such date (a) such Person is able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the ordinary course of business, (b) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature in their ordinary course, (c) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s Property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged or is to engage, (d) the fair value of the Property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person and (e) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured.  In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Solvency Certificate” has the meaning specified in Section 5.01(e).

“Specified Loan Party” has the meaning specified in Section 4.08.

“Specified Notes” means the CBT 1998 Notes and the 1993 Senior Notes in each case outstanding on the Closing Date.

“Specified Representations” means the representations and warranties made in Sections 6.01(a) and 6.01(b), Sections 6.02(a) and 6.02(b)(i), Section 6.04, Section 6.14, Section 6.18, Section 6.20 and Section 6.21.

“Specified Transaction” has the meaning assigned to such term in the definition of “Pro Forma Basis” set forth in this Section 1.01.

“Spot Rate” for a currency means the rate determined by the Administrative Agent or an L/C Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or an L/C Issuer may obtain such spot rate from another financial institution designated by the Administrative Agent or such L/C Issuer if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that any L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency.

“State PUC” means any state Governmental Authority having utility or communications regulatory authority over the Borrower or any of its Subsidiaries, or any applicable successor agency.

“Sterling” and “£” mean the lawful currency of the United Kingdom.

“Subordinated Indebtedness” means any Indebtedness of any of the Loan Parties having an aggregate principal amount in excess of the Threshold Amount that by its terms is subordinated in right of payment to the Obligations.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of Capital Stock having ordinary

voting power for the election of directors or other governing body (other than Capital Stock having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower (but shall not include any Designated Wireless Subsidiary).  Notwithstanding anything to the contrary set forth herein, (i) “Subsidiary” shall not include any employee benefit plan or any trust related to such plan, (ii) no Unrestricted Subsidiary or Designated Wireless Subsidiary shall constitute a “Subsidiary” of the Borrower for any purpose under this Agreement or shall be subject to any of representations and warranties, affirmative or negative covenants or Event of Default provisions of this Agreement and (iii) the assets, results of operations and Indebtedness of each Unrestricted Subsidiary and each Designated Wireless Subsidiary will not be taken into account for the purposes of determining compliance with the financial covenants set forth in Section 8.11 (it being understood that the designation and capitalization of an Unrestricted Subsidiary or a Designated Wireless Subsidiary will be treated as a Specified Transaction as contemplated by the definition of “Pro Forma Basis” set forth in this Section 1.01).

“Swap Contract” means any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross‑currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement.

“Swap Obligations” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s) and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark‑to‑market value(s) for such Swap Contracts, as determined based upon one or more mid‑market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swingline” means the revolving credit facility made available by the Swingline Lenders pursuant to Section 2.04.

“Swingline Borrowing” means a borrowing of a Swingline Loan pursuant to Section 2.04.

“Swingline Lender” means each of Morgan Stanley and PNC, each in its capacity as a provider of Swingline Loans, and any successor Swingline Lender hereunder.

“Swingline Loan” has the meaning specified in Section 2.04(a).

“Swingline Loan Notice” means a notice of a Swingline Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B.

“Swingline Note” has the meaning specified in Section 2.04(g).

“Swingline Sublimit” means an amount equal to the lesser of (a) $25,000,000 and (b) the Aggregate Revolving Commitments.  The Swingline Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Commitment” means any Tranche B Term Loan Commitment or Incremental Term Commitment, as applicable.

“Term Lender” means, at any time, any Lender that has a Term Commitment or Term Loan, as applicable, at such time.

“Term Loan” means any Tranche B Term Loan, any Incremental Term Loan and/or any Extended Term Loans, as applicable.

“Threshold Amount” means $35,000,000.

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

“Tranche B Amortization Start Date” means the end of the first full fiscal quarter of the Borrower following the first to occur of (a) the HCOM Closing Date and (b) the latest of (i) the date on which the Borrower’s ability to draw any HCOM Incremental Term Facility shall have been reduced to zero and (ii) if any HCOM Incremental Term Facility is established, the HCOM Facility Closing Date.

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

“Tranche B Term Loan” has the meaning specified in Section 2.01(b).

“Tranche B Term Loan Commitment” means, as to each Lender, its obligation to make its portion of the Tranche B Term Loans to the Borrower on the Closing Date pursuant to Section 2.01(b) in the principal amount set forth opposite such Lender’s name on Schedule 2.01, as such amount may be adjusted from time to time in accordance with this Agreement.  The aggregate principal amount of the Tranche B Term Loan Commitments of all of the Lenders as in effect on the Closing Date is $600,000,000.

“Tranche B Term Note” has the meaning specified in Section 2.11(a).

“Transactions” means (a) the Closing Date Transactions, (b) the HCOM Indebtedness Refinancing, (c) the consummation of the HCOM Acquisition and (d) the payment of fees and expenses in connection with the consummation of the foregoing.

“Transferred Assets” means any accounts receivable, notes receivable, rights to future lease payments or residuals (collectively, the “Receivables”) owed to or owned by the Borrower or any Subsidiary (whether now existing or arising or acquired in the future), all collateral securing such

Receivables, all contracts and contract rights, purchase orders, security interests, financing statements or other documentation in respect of such Receivables and all guarantees or other obligations in respect of such Receivables, all proceeds of such Receivables and other assets which are of the type customarily granted or transferred in connection with securitization transactions involving receivables similar to such Receivables.

“Transitional Wireless Assets” means, in connection with any Wireless Disposition (before or after the Closing Date) that involves sales or transfers to a purchaser to be effected in more than one step, wireless towers, tower leases, customer relationships and other Property of Wireless LLC or any other Designated Wireless Subsidiary that remain directly owned (including by Wireless LLC or such other Designated Wireless Subsidiary) by the Borrower for a period of time after the consummation of such Wireless Disposition.

“Treasury Management Agreement” means any agreement of the Borrower or any Restricted Subsidiary governing the provision of treasury or cash management services, including deposit accounts, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, purchasing cards, account reconciliation and reporting and trade finance services.

“Type” means, with respect to any Revolving Loan or Tranche B Term Loans, its character as a Base Rate Loan or a Eurodollar Rate Loan.

“UCC” means the Uniform Commercial Code as in effect from time to time.  Unless otherwise specified, the UCC shall refer to the UCC as in effect in the State of New York.

“United States” and “U.S.” mean the United States of America.

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

“Unrestricted Cash” means as of any date of determination, the aggregate amount of unrestricted cash and Cash Equivalents of the Borrower and the Restricted Subsidiaries on a consolidated basis as of such date; provided that the aggregate amount of such cash and Cash Equivalents of Foreign Subsidiaries shall be determined by the Borrower in good faith after giving effect to any taxes payable in connection with distributing such cash or Cash Equivalents to the Borrower or any other Loan Party (whether by dividend or repayment of loans or accounts receivable or otherwise).

“Unrestricted Subsidiary” means (i) on the Closing Date, Cincinnati Bell Funding LLC and each of its Subsidiaries, (ii) any Subsidiary of the Borrower designated as an Unrestricted Subsidiary pursuant to Section 7.15 subsequent to the date hereof, (iii) any Subsidiary of an Unrestricted Subsidiary and (iv) any Designated HCOM Subsidiary.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(III).

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that shall elapse between such date and the making of such payment, by (b) the then outstanding principal amount of such Indebtedness.

“Wholly Owned Subsidiary” means, with respect to any Person, any other Person 100% of whose Capital Stock (other than directors, qualifying shares or nominee or other similar shares required pursuant to applicable Laws) is at the time owned by such Person directly or indirectly through other Persons 100% of whose Capital Stock (other than directors, qualifying shares or nominee or other similar shares required pursuant to applicable Laws) is at the time owned, directly or indirectly, by such Person.

“Wireless Disposition” means any Disposition (whether before or after the Closing Date) of all or any portion of the Capital Stock of Wireless LLC or any other Designated Wireless Subsidiary held by the Borrower or any Restricted Subsidiary and/or all or any portion of the Property of Wireless LLC or any other Designated Wireless Subsidiary.

“Wireless Leases” means the existing leases by Cincinnati Bell Wireless, LLC or any other Designated Wireless Subsidiary with respect to the tower and transmitter sites used to provide wireless telephone services (including, as applicable, real property, related improvements and equipment and related lease, sub-lease, license, contract and other rights).

“Wireless LLC” means Cincinnati Bell Wireless, LLC, an Ohio limited liability company.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number within the number of places by which such ratio is expressed herein (with a rounding‑up if there is no nearest number).

Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such

Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

The Borrower may from time to time request that Letters of Credit be issued by an L/C Issuer in a currency other than those specifically listed in the definition of “Alternative Currency;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars.  Such request shall be subject to the approval of the Administrative Agent and the applicable L/C Issuer. If the Administrative Agent and the applicable L/C Issuer consent to the issuance of Letters of Credit in such requested currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of Letter of Credit issuances with respect to such L/C Issuer.

(b)               Wherever in this Agreement in connection the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the applicable L/C Issuer, as the case may be.

 

ARTICLE II
THE COMMITMENTS AND CREDIT EXTENSIONS

borrow under this Section 2.01, prepay under Section 2.05(a) and reborrow under this Section 2.01.  Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

may be acceptable to the Administrative Agent) prior to the Closing Date the Borrower shall have delivered to the Administrative Agent (A) a Committed Loan Notice requesting that the Lenders make the Tranche B Term Loans, and if applicable, Revolving Loans, as Eurodollar Rate Loans on the Closing Date and (B) a letter in form and substance reasonably acceptable to the Administrative Agent indemnifying the Lenders for losses, costs and expenses of the type identified in Section 3.05 of this Agreement as a result of such Borrowing failing to occur on the date specified in such Committed Loan Notice.

 

Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or its Restricted Subsidiaries and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below and (2) to honor drawings under the Letters of Credit; and (B) the Lenders having Revolving Commitments severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swingline Loans shall not exceed such Lender’s Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit.  Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence.  Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.  On the Closing Date, each L/C Issuer that has issued an Existing Letter of Credit under the Existing Credit Agreement shall be deemed, without further action by any party hereto, to have granted to each Lender and each Lender shall be deemed to have purchased from such L/C Issuer a participation in such Letter of Credit in accordance with paragraph (b)(ii) below.  On the HCOM Closing Date, if the HCOM L/C Issuer has issued Existing Letters of Credit under the Existing HCOM Credit Agreement, then the HCOM L/C Issuer shall be deemed, without further action by any party hereto, to have granted to each Lender and each Lender shall be deemed to have purchased from the HCOM L/C Issuer a participation in such Letter of Credit in accordance with paragraph (b)(ii) below. On and after the Closing Date or the HCOM Closing Date, as applicable, each Existing Letter of Credit under the Existing Credit Agreement and each Existing Letter of Credit under the Existing HCOM Credit Agreement, respectively, shall constitute a Letter of Credit for the purposes hereof.

 

 

 

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

unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good faith deems material to it;

 

   (C)            except as otherwise agreed by the Administrative Agent and the applicable L/C Issuer, such Letter of Credit is in an initial stated amount less than $500,000;

 

   (D)            except as otherwise agreed by the Administrative Agent and the applicable L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;

 

   (E)             the applicable L/C Issuer does not, as of the issuance date of the requested Letter of Credit, issue Letters of Credit in the requested currency;

 

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

 

   (G)            any Lender is at that time a Defaulting Lender, unless (1) the Borrower has delivered Cash Collateral to the Administrative Agent in accordance with Section 2.14 or (2) the applicable L/C Issuer has entered into an alternative arrangement satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.

date or date of amendment, as the case may be.  In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the applicable L/C Issuer:  (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), (B) the amount and currency thereof, (C) the expiry date thereof, (D) the name and address of the beneficiary thereof, (E) the documents to be presented by such beneficiary in case of any drawing thereunder, (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder, (G) the purpose and nature of the requested Letter of Credit and (H) such other matters as the applicable L/C Issuer may reasonably require.  In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the applicable L/C Issuer (1) the Letter of Credit to be amended, (2) the proposed date of amendment thereof (which shall be a Business Day), (3) the nature of the proposed amendment and (4) such other matters as the applicable L/C Issuer may require.  Additionally, the Borrower shall furnish to the applicable L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent may reasonably require.

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

Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the applicable L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate reasonably determined by the applicable L/C Issuer in accordance with banking industry rules on interbank compensation, plus any reasonable administrative, processing or similar fees customarily charged by the applicable L/C Issuer in connection with the foregoing.  If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be.  A certificate of the applicable L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

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

against the applicable L/C Issuer, and the applicable L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the applicable L/C Issuer’s willful misconduct or gross negligence or the applicable L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit.  In furtherance and not in limitation of the foregoing, the applicable L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the applicable L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.  The applicable L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

0.125% of the Dollar Equivalent of the daily maximum amount available to be drawn under each Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit) issued by such L/C Issuer.  Such fronting fee shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the tenth Business Day after the end of each March, June, September and December in respect of the most recently ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand.  For the purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06.  In addition, the Borrower shall pay directly to the applicable L/C Issuer for its own account, in Dollars, the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the applicable L/C Issuer relating to letters of credit as from time to time in effect.  Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

agree to in the case of any Swingline Borrowing) with a copy to the Administrative Agent, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $10,000 in excess thereof and (ii) the requested borrowing date, which shall be a Business Day.  Each such telephonic notice must be confirmed promptly by delivery to the applicable Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower.  Promptly after receipt by the applicable Swingline Lender of any telephonic Swingline Loan Notice, the applicable Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the applicable Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof.  Unless the applicable Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent within one hour of the Borrower’s notice requesting a Swingline Borrowing (A) directing such Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a) or (B) that one or more of the applicable conditions specified in Article V is not then satisfied (a copy of which notice shall be delivered simultaneously to the Borrower by the Administrative Agent), then, subject to the terms and conditions hereof, such Swingline Lender will, promptly by in any event not later than 2:00 p.m. on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the Borrower in immediately available funds.

Section 2.04(c)(i), the applicable Swingline Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the applicable Swingline Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the applicable Swingline Lender in accordance with banking industry rules on interbank compensation.  A certificate of the applicable Swingline Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

 

 

 

of the HCOM Acquisition, the Borrower shall, not later than the fifth Business Day following the date of such termination, prepay the Tranche B Term Loans in an amount such that, after giving effect to such prepayment, no more than $450,000,000 in aggregate principal amount of the Tranche B Term Loans remains outstanding or (2) the Borrower receives Net Cash Proceeds in excess of $350,000,000 from the issuance of HCOM Incremental Equivalent Indebtedness, the Borrower shall, not later than the second Business Day following the date of receipt of such Net Cash Proceeds (it being understood and agreed that, if such Net Cash Proceeds are deposited in escrow prior to the HCOM Closing Date, such Net Cash Proceeds shall not be deemed to be received by the Borrower for purposes of this clause (D) until the date on which such Net Cash Proceeds are released from such escrow), prepay the Tranche B Term Loans in an amount equal to the lesser of (x) the amount of such Net Cash Proceeds in excess of $350,000,000 and (y) an amount such that, after giving effect to such prepayment, no more than $450,000,000 in aggregate principal amount of the Tranche B Term Loans remains outstanding (in each case, such prepayment to be applied as set forth in clauses (iii)(A) and (iii)(C) below).

 

 

Subsidiary that is a Foreign Subsidiary, a CFC or a Pass-Through Foreign Holdco would have a material adverse tax consequence (taking into account any withholding Tax, any Subpart F inclusion and any foreign tax credit or benefit actually realized in connection with such repatriation) to the Borrower and the Restricted Subsidiaries (and that, in view of the available liquidity and working capital requirements of the Borrower and the Restricted Subsidiaries that are not Foreign Subsidiaries, CFCs or Pass-Through Foreign Holdcos (as determined by the Borrower in good faith, with such determination being permitted to disregard availability under the Revolving Commitments (it being understood that the Borrower shall not be required to make a Borrowing of Revolving Loans to make any such mandatory prepayment required under Section 2.05(b)(ii)(A) or 2.05(b)(ii)(B))), such repatriation is reasonably required in order to provide the Borrower with the funds with which to make such prepayment as would otherwise be required hereunder), then the amount thereof so affected will not be required to be applied to prepay Tranche B Term Loans as otherwise required under Section 2.05(b)(ii)(A) or 2.05(b)(ii)(B), as applicable, provided that the Borrower shall prepay Tranche B Term Loans in accordance with such applicable Section in a principal amount equal to such affected amount (or a portion thereof) at such time as (1) the repatriation of such amount (or such portion thereof) would no longer result in a material adverse tax consequence or (2) the Borrower determines in good faith that, in view of the available liquidity and working capital requirements of the Borrower and the Restricted Subsidiaries that are not Foreign Subsidiaries, CFCs or Pass-Through Foreign Holdcos (taking into account the foregoing considerations), funds are available in the United States to make such prepayment (or such portion thereof), provided, further, that any such prepayment shall no longer be required to be made after the date that is one year after the date the original prepayment was required to be made under Section 2.05(b)(ii)(A) or 2.05(b)(ii)(B), as applicable.

 

	Payment Dates	Principal Amortization Payment
	Each March 31, June 30, September 30 and December 31, commencing on the Tranche B Amortization Start Date and continuing through June 30, 2024	$1,500,000
	Maturity Date applicable to the Tranche B Term Loans	Unpaid Balance

thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

In addition to certain fees described in subsections (h) and (i) of Section 2.03:

Section 2.12(a), bear interest for one day.  Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein.  The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office.  All payments received by the Administrative Agent after 2:00 p.m. may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.  If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be. If, for any reason, the Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in an amount equal to the Dollar Equivalent of the Alternative Currency payment amount.

 

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

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

Except as otherwise contemplated in this Agreement, if any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Committed Loans made by it, or the participations in L/C Obligations or in Swingline Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swingline Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Committed Loans and other amounts owing them; provided that:

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may

exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

original amount of such Unreimbursed Amount or Swingline Loan (after giving effect to Section 2.15(a)(iv)).

attributable to such Defaulting Lender which shall be applied as set forth in Section 2.14(c)) and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender.  Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to provide Lender Cash Collateral pursuant to this Section 2.15(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Revolving Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate amount of the Existing Revolving Borrowings and the Funded Participations and (B) the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate amount of the Resulting Revolving Borrowings and the Funded Participations, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate amount equal to the aggregate amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Committed Loan Notice delivered in accordance with Section 2.02 (and the Borrower shall deliver such Committed Loan Notice), (vi) each Revolving Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing and the Funded Participations (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Revolving Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings.  The deemed payment of any Existing Revolving Borrowing made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 3.05 if the date of the effectiveness of such Revolving Commitment Increase occurs other than on the last day of the Interest Period relating thereto.  For the avoidance of doubt, upon the effectiveness of any Revolving Commitment Increase, the Applicable Percentages of all the Revolving Lenders and each Revolving Lender’s Applicable Percentage of the Outstanding Amount of all Revolving Loans, all L/C Obligations and all Swingline Loans shall automatically be adjusted to give effect thereto.

opportunity to provide any Incremental Term Loans.  Each Incremental Term Facility, and the terms thereof, shall be set forth in an Incremental Facility Agreement among the Borrower and the Lenders under such Incremental Term Facility (and, upon execution of an Incremental Facility Agreement, any Eligible Assignee providing a portion of the Incremental Term Facility established thereunder shall become a Term Lender hereunder).  The Incremental Facility Agreement for any Incremental Term Facility shall set forth the Incremental Term Commitments of each Incremental Term Loan Lender thereunder.

 

covenant or provision, including any such financial maintenance covenant, is also added for the benefit of the Tranche B Term Loans) and (ii) may be provided the right to ratable or less than ratable (with the Tranche B Term Loans and any other Incremental Term Facility) prepayment in connection with any mandatory prepayments.

Equivalent Indebtedness”); provided that (i) to the extent any HCOM Incremental Equivalent Indebtedness is incurred prior to the HCOM Closing Date, (A) such HCOM Incremental Equivalent Indebtedness may be incurred as Permitted Escrow Debt by a Designated HCOM Subsidiary pursuant to a customary escrow agreement and (B) immediately after the consummation of the HCOM Acquisition, (1) such Designated HCOM Subsidiary may merge with and into the Borrower with the Borrower surviving or (2) the Borrower may assume such HCOM Incremental Equivalent Indebtedness, (ii) if such Incremental Equivalent Indebtedness is secured, (A) such Indebtedness shall not be secured by any assets or property other than the Collateral (except, to the extent HCOM Incremental Equivalent Indebtedness is issued as Permitted Escrow Debt by a Designated HCOM Subsidiary prior to the HCOM Closing Date, a Lien on the applicable escrow account and the Permitted Escrow Debt Proceeds pursuant to the terms of the applicable escrow agreement in favor of the trustee for the HCOM Incremental Equivalent Indebtedness, for the ratable benefit of the holders of such HCOM Incremental Equivalent Indebtedness), (B) all security (other than with regard to collateral described in the foregoing parenthetical) therefor shall be granted pursuant to documentation substantially similar to the applicable Collateral Documents, and the secured parties thereunder, or a trustee or collateral agent on their behalf, shall have become a party to a Permitted Intercreditor Agreement with the Administrative Agent and/or the Collateral Agent (and the Administrative Agent and the Collateral Agent hereby agree to execute and deliver, on behalf of the Lenders and the other holders of the Obligations, such Permitted Intercreditor Agreement), (ii) such Incremental Equivalent Indebtedness shall not be Guaranteed by any Subsidiaries of the Borrower other than the Guarantors (except, in the case of HCOM Incremental Equivalent Indebtedness, the Designated HCOM Subsidiary), (iii) such Incremental Equivalent Indebtedness shall not mature prior to the then applicable Maturity Date of, or have a shorter Weighted Average Life to Maturity than the remaining Weighted Average Life to Maturity of, the Tranche B Term Loans (determined without giving effect to any prepayments) as of the date of incurrence of such Incremental Equivalent Indebtedness, except, in the case of the HCOM Incremental Equivalent Indebtedness, a customary mandatory redemption if the HCOM Closing Date does not occur, (iv) the other terms and conditions of such Incremental Equivalent Indebtedness (excluding pricing, subject, in the case of HCOM Incremental Equivalent Indebtedness that is secured on a pari passu basis with the Obligations, to the last sentence of clause (f) of this Section 2.17) shall be no more favorable to the investors providing such Incremental Equivalent Indebtedness in any material respect than those applicable to the Tranche B Term Loans (except for more favorable covenants or other provisions, including any financial maintenance covenant, that are (A) applicable only to periods after the then applicable Maturity Date of the Tranche B Term Loans as of the date of incurrence of such Incremental Equivalent Indebtedness, (B) made applicable to the Tranche B Term Loans (it being understood that, to the extent any more favorable covenant or provision, including any financial maintenance covenant, is added for the benefit of any such Incremental Equivalent Indebtedness, no consent with respect to such more favorable covenant or provision, including any such financial maintenance covenant, shall be required from the Administrative Agent or any existing Lender to the extent that such more favorable covenant or provision, including any such financial maintenance covenant, is also added for the benefit of the Tranche B Term Loans or (C) related to customary escrow provisions with regard to HCOM Incremental Equivalent Indebtedness)) and (v) any HCOM Incremental Equivalent Indebtedness shall be incurred solely for the purpose of financing a portion of the HCOM Acquisition, the HCOM Indebtedness Refinancing and the payment of fees and expenses incurred in connection with the foregoing.

to participate in any Extension, any Lender that fails to consent to an Extension Offer shall be deemed to have declined such Extension Offer and the Loans and Commitments of any non-participating Lenders shall mature (and the Commitments terminate) on the applicable Maturity Date, subject to Section 11.13.

credit thereunder shall be no more favorable in any material respect to the Lenders holding such Refinancing Revolving Commitments and Refinancing Revolving Loans than those terms and conditions applicable to the Revolving Commitments and Revolving Loans and other extensions of credit thereunder, and the terms and conditions of the Refinancing Term Loan Commitments and Refinancing Term Loans shall be no more favorable in any material respect to the Lenders holding such Refinancing Term Loan Commitments and Refinancing Term Loans than such terms and conditions of the Tranche B Term Loan Commitments and the Tranche B Term Loans.  The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Facility Agreement.  Each Refinancing Facility Agreement may, without the consent of any Lender other than the applicable Refinancing Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable Refinancing Commitments and Refinancing Loans as a new “Class” of loans and/or commitments hereunder.  This Section shall supersede any provisions in Section 2.13 and Section 11.01 to the contrary.

ARTICLE III
TAXES, YIELD PROTECTION AND ILLEGALITY

the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.  Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf of each such direct and indirect partner;

contrary in this paragraph (f), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (f) the payment of which would place the indemnified party in a less favorable net after-Tax position than such indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.  This subparagraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (a) any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended and (b) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist.  Upon receipt of such notice, (i) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (ii) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate.  Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

If the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to

clauses (a) and (b) above, “Impacted Loans”) or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender.  Thereafter, (i) the obligation of the Lenders to make, maintain or continue into new interest periods Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) and (ii) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.  Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a) of the first sentence of this Section 3.03 and the Borrower shall so request, the Administrative Agent, the affected Lenders and the Borrower shall negotiate in good faith to amend the definition of “Eurodollar Rate” and other applicable provisions to preserve the original intent thereof in light of such change; provided that, until so amended, such Impacted Loans will be handled as otherwise provided pursuant to the terms of this Section 3.03.

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting into or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such other Recipient hereunder (whether of principal, interest or any other amount), then the Borrower will pay to such Lender or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered, in each case upon receipt of a written request of such Lender or such other Recipient showing the computation of such amount in reasonable detail and certifying that it is the general practice of such Lender or such other Recipient to charge such amount to its borrowers.  Notwithstanding the foregoing, no Lender shall be entitled to request compensation for any increased cost relating to items described in paragraph (a)(iii) of this Section 3.04 if it shall not be the general policy and practice of such

Lender to seek compensation in similar circumstances under similar provisions in comparable credit facilities.

Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense (for the avoidance of doubt, excluding lost profits) incurred by it as a result of:

Such loss, cost or expense to any Lender shall be deemed to equal an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurodollar Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would offer were it to offer, at the commencement of such period, for dollar deposits of a comparable amount and period from major banks in the London interbank eurodollar market.  A certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 3.05 shall be delivered to the Borrower and shall be conclusive absent demonstrable error.  The Borrower shall also pay any customary administrative fees charged by the Administrative Agent in connection with the foregoing.  For the purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall have been deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

otherwise be disadvantageous in any significant respect to such Lender or such L/C Issuer, as the case may be.  The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or such L/C Issuer in connection with any such designation or assignment.

All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Revolving Commitments, repayment of all other Obligations hereunder and resignation of the Administrative Agent.

 

ARTICLE IV
GUARANTY

Each of the Guarantors hereby jointly and severally guarantees to each Lender, each applicable Affiliate of a Lender that is party to a Secured Hedge Agreement or a Treasury Management Agreement (and each Person (and/or each applicable Affiliate thereof) that ceases to be a Lender as a result of an assignment in accordance with the terms of Section 11.06 or Section 11.13 or an amendment of this Agreement in accordance with the terms of Section 11.01 that is party to a Secured Hedge Agreement), the Collateral Agent and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof.  The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal.

Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or Secured Hedge Agreements or Treasury Management Agreements, the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law.

The obligations of the Guarantors under Section 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents, Secured Hedge Agreements or Treasury Management Agreements, or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.02 that the

 

obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances.  Each Guarantor agrees that its rights of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Loan Party for amounts paid under this Article IV shall not be enforceable until, and shall be subordinate and subject in right of payment to, the Obligations, until such time as the Obligations have been Fully Satisfied.  Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:

With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent, the Collateral Agent or any Lender exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents, any Secured Hedge Agreement or any Treasury Management Agreement between any the Borrower or any Restricted Subsidiary and any Lender, or any Affiliate of a Lender, or any other agreement or instrument referred to in the Loan Documents or such Secured Hedge Agreements or such Treasury Management Agreements, or against any other Person under any other guarantee of, or security for, any of the Obligations.

The obligations of the Guarantors under this Article IV shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and each Guarantor agrees that it will indemnify the Administrative Agent, the Collateral Agent and each Lender on demand for all reasonable costs and expenses (including fees and expenses of counsel) incurred by the Administrative Agent, the Collateral Agent or such Lender in connection with such rescission or restoration, including any such

costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law.

Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Obligations, except through the exercise of rights of subrogation pursuant to Section 4.02 and through the exercise of rights of contribution pursuant to Section 4.06.

The Guarantors agree that, to the fullest extent permitted by law, as between the Guarantors, on the one hand, and the Administrative Agent, the Collateral Agent and the Lenders, on the other hand, the Obligations may be declared to be forthwith due and payable as provided in Section 9.02 (and shall be deemed to have become automatically due and payable in the circumstances provided in said Section 9.02) for purposes of Section 4.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing the Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or the Obligations being deemed to have become automatically due and payable), the Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by the Guarantors for purposes of Section 4.01.  The Guarantors acknowledge and agree that their obligations hereunder are secured in accordance with the terms of the Collateral Documents and that the Lenders may exercise their remedies thereunder in accordance with the terms thereof.

The Guarantors hereby agree as among themselves that, in connection with payments made hereunder, each Guarantor shall have a right of contribution from each other Guarantor in accordance with applicable Law.  Such contribution rights shall be subordinate and subject in right of payment to the Obligations until such time as the Obligations have been Fully Satisfied, and none of the Guarantors shall exercise any such contribution rights until the Obligations have been Fully Satisfied.

The guarantee in this Article IV is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Obligations whenever arising.

Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a security interest under the Loan Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article IV voidable under applicable Debtor Relief Laws, and not for any greater amount).  The obligations and undertakings of each applicable Loan Party under this Section 4.08 shall remain in full force and effect until the Obligations have been Fully Satisfied.  Each Loan Party intends this

Section 4.08 to constitute, and this Section 4.08 shall be deemed to constitute, a “keepwell, support or other agreement” for the benefit of each Loan Party that would otherwise not constitute an “eligible contract participant” for any Swap Obligation for all purposes of the Commodity Exchange Act.

ARTICLE V
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

The occurrence of the Closing Date, the effectiveness of this Agreement on the Closing Date and the obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to the satisfaction of the following conditions precedent:

Notwithstanding the foregoing, it is understood and agreed that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the creation of and perfection (including by delivery of stock or other equity certificates, if any) of security interests (A) in the equity interests in the Borrower’s Domestic Subsidiaries (other than any Immaterial Subsidiaries) (to the extent constituting Collateral) and (B) in other assets located in the United States with respect to which a Lien may be perfected by the filing of a financing statement under the Uniform Commercial Code) after the Borrower’s use of commercially reasonable efforts to do so or without undue burden or expense, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the initial Credit Extensions hereunder on the Closing Date, but instead shall be required to be provided or delivered after the Closing Date pursuant to arrangements and timing mutually agreed upon between the Borrower and the Administrative Agent acting reasonably.

Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans), is subject to the following conditions precedent:

Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the applicable conditions specified in Section 5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE VI
REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Administrative Agent and the Lenders that:

The Borrower and each Restricted Subsidiary (a) is duly organized or formed, validly existing and in good standing (to the extent applicable in its jurisdiction) under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents, if any, to which it is a party and (c) is duly qualified and is licensed and in good standing (to the extent applicable in its jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of

its business requires such qualification or license; except in each case referred to in clauses (a) (insofar as it relates to any Restricted Subsidiary), (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party (a) have been duly authorized by all necessary corporate or other organizational action and (b) do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or result in or require the creation of any Lien under, or require any payment to be made under (A) except for Liens under the Loan Documents and the lien creation requirements of the indentures governing the Specified Notes, any Material Contract to which such Person is a party or affecting such Person or the Property of such Person or any of its Restricted Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject or (iii) violate any Law (including Regulation U or Regulation X issued by the FRB); except in each case referred to in clause (b)(ii) or (b)(iii), to the extent that such conflict, breach, contravention, Lien, payment or violation could not reasonably be expected to have a Material Adverse Effect.

No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, except for (a) consents, authorizations, notices and filings described in Schedule 6.03, all of which have been obtained or made or have the status described in such Schedule 6.03, (b) filings to perfect the Liens created by the Collateral Documents, (c) approvals of the FCC or any applicable State PUC with respect to any assignment or transfer of control of any License or Communications System and (d) any approval, consent, exemption, authorization, action, notice or filing the failure to obtain or make which could not reasonably be expected to have a Material Adverse Effect.

This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto.  This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms except as enforceability may be limited by applicable Debtor Relief Laws and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial position of the Borrower and its consolidated subsidiaries (including any Designated Wireless Subsidiary) as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to year‑end audit adjustments.

There are no actions, suits or proceedings pending or, to the knowledge of any Responsible Officer of the Borrower, threatened, by or before any Governmental Authority, by or against any of the Borrower or any Restricted Subsidiary or against any of its properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document or (b) either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

 

No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

The Borrower and each Restricted Subsidiary has good title to, or valid leasehold interests in, or other applicable rights in, all real property material to the ordinary conduct of its business, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Except in each case as where the existence and/or occurrence of any of the following could not reasonably be expected to have a Material Adverse Effect:

of any Responsible Officer of the Borrower, by any other Person on behalf of the Borrower or any Restricted Subsidiary, in violation of, or in a manner that has given rise to remedial obligations on the part of the Borrower or any Restricted Subsidiary under, any applicable Environmental Law.

The properties of the Borrower and each Restricted Subsidiary are insured, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or the applicable Restricted Subsidiary operates.

The Borrower and each Subsidiary have filed all Federal, state and other tax returns and reports required to be filed, and have paid all Federal, state and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) those which are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP or (b) to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.  There is no proposed tax assessment against the Borrower or any Restricted Subsidiary that would, if made, have a Material Adverse Effect.