CREDIT AND GUARANTY AGREEMENT dated as of December 22, 2016 among DIGITALGLOBE, INC., The GUARANTORS Referred to Herein The LENDERS Referred to Herein and BARCLAYS BANK PLC, as Administrative Agent, Collateral Agent, an Issuing Bank and Swing Line Lender

Exhibit 10.1

Execution Version

CREDIT AND GUARANTY AGREEMENT

dated as of December 22, 2016

among

DIGITALGLOBE, INC.,

The GUARANTORS Referred to Herein

The LENDERS Referred to Herein and
BARCLAYS BANK PLC,
as Administrative Agent, Collateral Agent,
an Issuing Bank and Swing Line Lender

BARCLAYS BANK PLC,
▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA, JPMORGAN CHASE BANK, N.A.,
▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC. AND
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
as Joint Bookrunners and Joint-Lead Arrangers

▇▇▇▇▇ FARGO SECURITIES, LLC, as Co-Manager

$1,475,000,000 Senior Secured Credit Facilities

TABLE OF CONTENTS

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SCHEDULES:

EXHIBITS:

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CREDIT AND GUARANTY AGREEMENT

This CREDIT AND GUARANTY AGREEMENT, dated as of December 22, 2016, is entered into by and among DIGITALGLOBE, INC., a Delaware corporation (“Borrower”), the GUARANTORS from time to time party hereto, the Lenders from time to time party hereto, and BARCLAYS BANK PLC, as administrative agent (together with its permitted successors in such capacity, “Administrative Agent”) and as collateral agent (together with its permitted successor in such capacity, “Collateral Agent”).

RECITALS:

The Lenders have agreed, subject to the terms and conditions set forth herein, to extend certain credit facilities to Borrower in the form of (a) Term Loans on the Closing Date in an aggregate principal amount of $1,275,000,000 and (b) Revolving Loans at any time and from time to time on and after the Closing Date and prior to the Revolving Commitment Termination Date with respect to the Revolving Commitments established on the Closing Date in an aggregate principal amount of $200,000,000.  The proceeds of the Term Loans, together with cash on hand, are to be used to (w) complete the Existing Notes Tender Offer and complete the Existing Notes Redemption, (x) repay all amounts outstanding under, and terminate, the Existing Credit Facility and (y) pay the Transaction Costs and after application of such proceeds in accordance with clauses (w), (x) and (y), any remaining proceeds may be used for working capital and general corporate purposes of Borrower and its Restricted Subsidiaries.  The proceeds of the Revolving Loans are to be used after the Closing Date for working capital and general corporate purposes of Borrower and its Restricted Subsidiaries, including Permitted Acquisitions and Restricted Junior Payments.

In consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

ARTICLE 1.
DEFINITIONS AND INTERPRETATIONS

Section 1.01                            Definitions.  The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings:

“Acquisition Consideration” means the purchase consideration for any Permitted Acquisition and all other payments by Borrower or any of its Restricted Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business acquired in connection with such Permitted Acquisition, provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under

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GAAP at the time of such sale to be established in respect thereto by Borrower or any of its Restricted Subsidiaries.

“Adjusted Eurodollar Rate” means, for any Interest Period as to any Eurodollar Rate Loan,

(a)                                 the rate per annum determined by Administrative Agent to be the offered rate which appears on the page of the Reuters Screen which displays the London interbank offered rate administered by ICE Benchmark Administration Limited (such page currently being the LIBOR01 page) (the “LIBO Screen Rate”) for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in Dollars, determined as of approximately 11:00 a.m. (London, England time), two Business Days prior to the commencement of such Interest Period, or

(b)                                 in the event the rate referenced in the preceding clause (a) does not appear on such page or service or if such page or service shall cease to be available, the rate determined by Administrative Agent to be the offered rate on such other page or other service which displays the LIBO Screen Rate for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in Dollars, determined as of approximately 11:00 a.m. (London, England time) two Business Days prior to the commencement of such Interest Period;

provided that if the LIBO Screen Rate is quoted under either of the preceding clauses (a) or (b), but there is no such quotation for the Interest Period elected, the LIBO Screen Rate shall be equal to the Interpolated Rate; provided, however that notwithstanding the foregoing, the rate with (x) respect to Revolving Loans made pursuant to Revolving Commitments established on the Closing Date  shall at no time be less than zero, (y) with respect to Term Loans made on the Closing Date shall at no time be less than 0.75% per annum and (z) with respect to New Revolving Loans, Replacement Revolving Loans, Extended Revolving Loans, New Term Loans, Replacement Term Loans and Extended Term Loans shall at no time be less than such percentage per annum as set forth in the applicable Incremental Amendment, Refinancing Amendment or Extension Amendment.

“Administrative Agent” as defined in the preamble hereto.

“Adverse Proceeding” means any action, suit, proceeding, hearing (in each case, whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of Borrower or any of its Restricted Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claims), whether pending or, to the knowledge of Borrower or any of its Restricted Subsidiaries, threatened in writing against or affecting Borrower or any of its Restricted Subsidiaries or any property of Borrower or any of its Restricted Subsidiaries.

“Affected Lender” as defined in Section 2.18(b).

“Affected Loans” as defined in Section 2.18(b).

“Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this

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definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power (i) to vote 10% or more of the Securities having ordinary voting power for the election of directors of such Person or (ii) to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise.

“Agency Fee Letter” means that certain Agency Fee Letter, dated December 5, 2016 between Borrower and Barclays Bank PLC.

“Agent” means each of (a) Administrative Agent and (b) any other Person appointed under the Credit Documents to serve in an agent or similar capacity, including without limitation, any auction manager (other than the Collateral Agent).

“Agent Affiliates” as defined in Section 11.01(b)(iii).

“Aggregate Amounts Due” as defined in Section 2.17(a).

“Agreement” means this Credit and Guaranty Agreement, as it may be amended, restated, supplemented or otherwise modified from time to time.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to Borrower or any of its Subsidiaries from time to time concerning or relating to bribery or corruption under the laws, rules and regulations of the United States, the United Kingdom (irrespective of its status vis-à-vis the European Union) or the European Union (or any member state thereof), including without limitation the United States Foreign Corrupt Practices Act of 1977, as amended, and the UK ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇.

“Anti-Terrorism Laws” means any laws relating to terrorism or money laundering under the laws, rules and regulations of the United States, the United Kingdom (irrespective of its status vis-à-vis the European Union) or the European Union (or any member states thereof), including Executive Order No. 13224, the PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act, and the laws administered by the United States Treasury Department’s Office of Foreign Assets Control (as any of the foregoing laws may from time to time be amended, renewed, extended, or replaced).

“Applicable Margin” and “Applicable Commitment Fee Percentage” means

(a)                                 with respect to the Term Loans made on the Closing Date, (i) from the Closing Date until the date of delivery of the Compliance Certificate and the financial statements for the period ending March 31, 2017, a percentage, per annum, determined by reference to the following table as if the Leverage Ratio then in effect were greater than 2.75:1.00; and (ii) thereafter, a percentage, per annum, determined by reference to the Leverage Ratio in effect from time to time as set forth below

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(b)                                 with respect to Revolving Loans made pursuant to the Revolving Commitments established on the Closing Date, (i) from the Closing Date until the date of delivery of the Compliance Certificate and the financial statements for the period ending March 31, 2017, a percentage, per annum, determined by reference to the following table as if the Leverage Ratio then in effect were greater than 3.00:1.00; and (ii) thereafter, a percentage, per annum, determined by reference to the Leverage Ratio in effect from time to time as set forth below:

No change in the Applicable Margin or the Applicable Commitment Fee Percentage shall be effective until three Business Days after the date on which Administrative Agent shall have received the applicable financial statements and a Compliance Certificate pursuant to Section 5.01(c) calculating the Leverage Ratio.  At any time Borrower has not submitted to Administrative Agent the applicable information as and when required under Section 5.01(c) or a Default or Event of Default has occurred and is continuing, the Applicable Margin and the Applicable Commitment Fee Percentage shall be determined as if the Leverage Ratio were in excess of (x) with respect to the Revolving Loans made pursuant to the Revolving Commitments established on the Closing Date, 3.00:1.00 and (y) with respect to Term Loans made on the Closing Date, 2.75:1.00.  Within one Business Day of receipt of the applicable information under Section 5.01(c), Administrative Agent shall give each Lender notice of the Applicable Margin and the Applicable Commitment Fee Percentage in effect from such date.  The Applicable Margin with respect to any New Revolving Loans or New Term Loans shall be set forth in the applicable Incremental Amendment.  The Applicable Margin with respect to any Extended Revolving Loans or Extended Term Loans shall be set forth in the applicable Extension Amendment.  The Applicable Margin with respect to any Replacement Revolving Loan or Replacement Term Loan shall be set forth in the applicable Refinancing Amendment.

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“Applicable Percentage” means, with respect to any Lender with Revolving Exposure, the percentage of the total Revolving Commitments represented by such Lender’s Revolving Commitment at such time (or, if the Revolving Commitments have terminated or expired, such Lender’s share of the total Revolving Exposure at that time); provided that in the case of Section 2.21 when a Defaulting Lender shall exist, “Applicable Percentage” shall mean the percentage of the total Revolving Commitments (disregarding any Defaulting Lender’s Revolving Commitment) represented by such Lender’s Revolving Commitment.  If the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Revolving Commitments most recently in effect, giving effect to any assignments and to any Lender’s status as a Defaulting Lender at the time of determination.

“Approved Electronic Communications” means any notice, demand, communication, information, document or other material that any Credit Party provides to Administrative Agent pursuant to any Credit Document or the transactions contemplated therein which is distributed to Agents, Lenders or any Issuing Bank by means of electronic communications pursuant to Section 11.01(b).

“Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arrangers” means Barclays Bank PLC, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, JPMorgan Chase Bank, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the Closing Date), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., in their capacity as joint lead arrangers and joint bookrunners, and ▇▇▇▇▇ Fargo Securities, LLC, in its capacity as co-manager.

“Asset Sale” means a sale, lease or sub lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, exclusive license (as licensor or sublicensor), transfer or other disposition to, or any exchange of property with, any Person (other than Borrower or any Guarantor), in one transaction or a series of transactions, of all or any part of Borrower’s or any of its Restricted Subsidiaries’ businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, including the Equity Interests of any of Borrower’s Restricted Subsidiaries, other than

(a)                                 inventory (or other assets) sold, leased or licensed out in the ordinary course of business,

(b)                                 obsolete, surplus or worn-out property,

(c)                                  sales of Cash Equivalents for the Fair Market Value thereof,

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(d)                                 sales, leases or licenses out of other assets for aggregate consideration of less than $15,000,000 with respect to any transaction or series of related transactions and less than $60,000,000 in the aggregate during any Fiscal Year;

(e)                                  sales, transfers or dispositions by Borrower or any of its Restricted Subsidiaries of non-strategic assets purchased as part of a Permitted Acquisition;

(f)                                   dispositions of property (including the sale or issuance of any Equity Interest) from (A) any Restricted Subsidiary that is not a Guarantor to any other Restricted Subsidiary that is not a Guarantor or any Credit Party or (B) any Credit Party to any other Credit Party;

(g)                                  dispositions of property in connection with casualty or condemnation events;

(h)                                 dispositions of past due accounts receivable in connection with the collection, write down or compromise thereof in the ordinary course of business;

(i)                                     dispositions of Investments in Joint Ventures, to the extent required by, or made pursuant to buy/sell arrangements between the Joint Venture parties set forth in Joint Venture arrangements and similar binding arrangements; provided that the consideration received shall be in an amount at least equal to the Fair Market Value thereof;

(j)                                    dispositions of assets in connection with sale-leaseback transactions;

(k)                                 to the extent allowable under Section 1031 of the Internal Revenue Code (or comparable or successor provision), any exchange of like property (excluding any boot thereon permitted by such provision) for use in any business conducted by Borrower or any of its Restricted Subsidiaries;

(l)                                     dispositions permitted by Sections 6.07(a), (c) and (d);

(m)                             (x) the issuance or sale of shares of any Restricted Subsidiary’s Equity Interests to qualify directors if required by applicable law and (y) compensatory issuances or grants of Equity Interests of Borrower approved by Borrower’s board of directors, any committee thereof or any designee of either to employees, officer, directors or consultants made pursuant to equity-based compensation plans or arrangements that have been approved by the shareholders of Borrower;

(n)                                 dispositions or exchanges of equipment or other property (other than Satellites) to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such disposition are reasonably promptly applied to the purchase price of such replacement property;

(o)                                 dispositions of leases entered into in the ordinary course of business, to the extent that they do not materially interfere with the business of Borrower or any Restricted Subsidiary, taken as a whole;

(p)                                 the abandonment or other disposition of immaterial intellectual property rights (including allowing any registrations or any applications for registration of any intellectual

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property rights to lapse or go abandoned) to the extent Borrower determines in its reasonable business judgment that (i) such intellectual property rights are not commercially reasonable to maintain under the circumstances and (ii) such disposition would not materially and adversely affect the business of Borrower and its Restricted Subsidiaries;

(q)                                 any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary course of business; and

(r)                                    the unwinding or settling of any Hedge Agreement.

“Assignment Agreement” means an Assignment and Assumption Agreement substantially in the form of Exhibit D, with such amendments or modifications as may be approved by Administrative Agent and Borrower.

“Assignment Effective Date” as defined in Section 11.06(b).

“Authorized Officer” means, as applied to any Person, any individual holding the position of chairman of the board (if an officer), chief executive officer, president, vice president (or the equivalent thereof), chief financial officer or treasurer of such Person; provided that the secretary or assistant secretary of such Person shall have delivered an incumbency certificate to Administrative Agent as to the authority of such Authorized Officer.

“Available Amount” means, at any time, an amount equal to:

(a)                                 the sum, without duplication, of:

(i)                                     $653,000,000; plus

(ii)                                  100% of the aggregate amount of Consolidated Adjusted EBITDA (or, if Consolidated Adjusted EBITDA is negative, minus 100% of such amount) accrued on a cumulative basis during the period, taken as one accounting period, less 150% of cumulative Consolidated Interest Expense for such period, beginning with the first Fiscal Quarter ending after the Closing Date (i.e., December 31, 2016) and ending on the last day of Borrower’s most recently completed fiscal quarter for which financial statements have been provided  pursuant to Section 5.01; plus

(iii)                               the aggregate net cash proceeds received by Borrower (other than from a Subsidiary) after the Closing Date from the issuance and sale of its Qualified Equity Interests, and the amount of its Disqualified Equity Interests or Indebtedness issued after the Closing Date to the extent since converted into Qualified Equity Interests of Borrower, in each case, Not Otherwise Applied; plus

(iv)                              an amount equal to the sum, for all Unrestricted Subsidiaries, of the following:

(A)                               the cash return, after the Closing Date, to Borrower and its Restricted Subsidiaries on Investments in an Unrestricted Subsidiary made after the Closing Date pursuant to Section 6.06(s) on reliance on the Available Amount

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as a result of any sale for cash, repayment, redemption, liquidating distribution or other cash realization (not included in Consolidated Net Income), not to exceed the amount of such Investment so made; plus

(B)                               the portion (proportionate to Borrower’s equity interest in such Subsidiary) of the Fair Market Value of the assets less liabilities of an Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary, not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments made after the Closing Date by Borrower and its Restricted Subsidiaries in such Unrestricted Subsidiary pursuant to Section 6.06(s) on reliance on the Available Amount; plus

(v)                                 the cash return, after the Closing Date, to Borrower and its Restricted Subsidiaries on any other Investment made after the Closing Date pursuant to Section 6.06(s) on reliance on the Available Amount, as a result of any sale for cash, repayment, redemption, liquidating distribution or other cash realization (not included in Consolidated Net Income), not to exceed the amount of such Investment so made; plus

(vi)                              Declined Amounts; minus

(b)                                 the sum, without duplication, of:

(i)                                     the aggregate amount of any Restricted Junior Payments made by Borrower or any Restricted Subsidiary pursuant to Section 6.04(i) after the Closing Date in reliance on the Available Amount; plus

(ii)                                  the aggregate amount of any Investments made by Borrower or any Restricted Subsidiary pursuant to Section 6.06(s) after the Closing Date in reliance on the Available Amount.

The use of the Available Amount pursuant to Section 6.04(i) shall be subject to (x) Borrower’s Leverage Ratio being less than or equal to 4.00 to 1.00 on a pro forma basis for the period then most recently ended immediately after giving effect to the use of proceeds of such Available Amount and (y) no Event of Default shall have occurred or be continuing before and after giving effect to such use.

“Available Incremental Amount” means an amount equal to:

(a)                                 $250,000,000 less the aggregate principal amount of any Incremental Equivalent Debt or Incremental Facilities incurred pursuant to this clause (a) at or prior to such time; plus

(b)                                 the aggregate amount of all voluntary prepayments of Loans made pursuant to Section 2.13 prior to such time but (i) in the case of any prepayment of Revolving Loans, only to the extent accompanied by a permanent reduction in the relevant Revolving Commitment and (ii) only to the extent such prepayment is not funded with the proceeds of any Incremental Facilities, Incremental Equivalent Debt or any other long term indebtedness(or, in the case of a prepayment of Revolving Loans, with the proceeds of any other revolving credit facility) less the

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aggregate principal amount of any Incremental Equivalent Debt or Incremental Facilities incurred pursuant to this clause (b) at or prior to such time; plus

(c)                                  Additional amounts so long as the Senior Secured Leverage Ratio does not exceed 3.50:1.00, determined on a pro forma basis as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.01 and with respect to any commitments assuming a borrowing of the maximum amount of loans available thereunder;

provided, that it is understood and agreed that unless notified by Borrower, (I) Borrower shall be deemed to have utilized amounts of the type described in clause (c) above prior to the utilization of amounts under clauses (a) or (b) above and (II) Loans may be incurred in respect of any or all of clauses (a), (b) and (c) above and the proceeds from any such incurrence in respect of any or all of clauses (a), (b) and (c) above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (c) above (without giving effect to any incurrence in respect of clause (a) or (b)), second, calculating the incurrence in respect of clause (b) above and, third, calculating the incurrence in respect of clause (a) above.

“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 Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Bankruptcy Event” means, with respect to any Person, such Person

(a)                                 becomes the subject of a bankruptcy or insolvency proceeding,

(b)                                 has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or, in the good faith determination of Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, or

(c)                                  become the subject of a Bail-in Action;

provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, provided, further, that such ownership interest does not result in or provide such Person 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 Person (or

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such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Base Rate” means, for any day, a rate per annum equal to the greatest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds Effective Rate in effect on such day plus ½ of 1% and (iii) the Adjusted Eurodollar Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%; provided, however, that notwithstanding the foregoing, the Base Rate with respect to Term Loans made on the Closing Date shall at no time be less than 1.75% per annum and with respect to Revolving Loans made pursuant to Revolving Commitments established on the Closing Date or for any other purpose shall at no time be less than 0.00%; provided, further, that with respect to any New Revolving Loans, Replacement Revolving Loans, Extended Revolving Loans, New Term Loans, Replacement Term Loans and Extended Term Loans, the Base Rate shall at no time be less than the percentage per annum set forth in the applicable Incremental Amendment, Refinancing Amendment or Extension Amendment.  Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

“Base Rate Loan” means a Loan bearing interest at a rate determined by reference to the Base Rate.

“Beneficiary” means each Agent, Collateral Agent, Issuing Bank, Lender and Lender Counterparty.

“Board of Directors” means the board of directors or comparable governing body of Borrower, or any committee thereof duly authorized to act on its behalf.

“Board of Governors” means the Board of Governors of the United States Federal Reserve System, or any successor thereto.

“Borrower” as defined in the preamble hereto.

“Borrower Historical Financial Statements” means as of the Closing Date, (a) the audited consolidated financial statements of Borrower for Fiscal Years 2013, 2014 and 2015, consisting of balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows for such Fiscal Years and (b) the unaudited consolidated financial statements of Borrower (the “Borrower Unaudited Financial Statements”) as of the Fiscal Quarter ended September 30, 2016, consisting of a balance sheet and the related consolidated statements of income, stockholders’ equity and cash flows for such quarterly period and setting forth the corresponding figures for the corresponding periods of the previous Fiscal Year.

“Borrower Notice” as defined in Schedule 5.11.

“Borrower Unaudited Financial Statements” as defined in the definition of “Borrower Historical Financial Statements”.

“Business Day” means (a) any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions

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located in such state are authorized or required by law or other governmental action to close and (b) with respect to all notices, determinations, fundings and payments in connection with the Adjusted Eurodollar Rate or any Eurodollar Rate Loans, the term “Business Day” means any day which is a Business Day described in clause (a) and which is also a day for trading by and between banks in Dollar deposits in the London interbank market.

“Capital Lease” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.

“Cash” means money, currency or a credit balance in any demand or Deposit Account.

“Cash Equivalents” means

(a)                                 United States dollars, or money in other currencies received in the ordinary course of business,

(b)                                 U.S. Government Obligations or certificates representing an ownership interest in U.S. Government Obligations with maturities not exceeding two years from the date of acquisition,

(c)                                  (i) demand deposits, (ii) time deposits and certificates of deposit with maturities of two years or less from the date of acquisition, (iii) bankers’ acceptances with maturities not exceeding two years from the date of acquisition, and (iv) overnight bank deposits, in each case with any bank or trust company organized or licensed under the laws of the United States or any State thereof having capital, surplus and undivided profits in excess of $1.0 billion whose short-term debt is rated “A-2” or higher by S&P or “P-2” or higher by ▇▇▇▇▇’▇,

(d)                                 repurchase obligations with a term of not more than seven days for underlying securities of the type described in clauses (b) and (c) above entered into with any financial institution meeting the qualifications specified in clause (c) above,

(e)                                  commercial paper rated at least P-1 by ▇▇▇▇▇’▇ or A-1 by S&P and maturing within one year after the date of acquisition,

(f)                                   corporate notes and bonds, whose long-term credit rating is “A” or higher by S&P or “A-2” or higher by ▇▇▇▇▇’▇,

(g)                                  securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A-2 by ▇▇▇▇▇’▇, and

(h)                                 money market funds at least 95% of the assets of which consist of investments of the type described in clauses (a) through (g) above.

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In the case of Investments by any Foreign Subsidiary that is a Restricted Subsidiary or Investments made in a country outside the United States of America, Cash Equivalents shall also include (i) investments of the type and maturity described in clauses (a) through (h) above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (ii) other short-term investments utilized by Foreign Subsidiaries that are Restricted Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments in clauses (a) through (h) and in this paragraph.

“Cash Management Agreement” means any agreement relating to (a) commercial credit cards or (b) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services) provided to any Credit Party by any Lender Counterparty.

“CFC” means a Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the Internal Revenue Code.

“CFC Pledgor” means a Subsidiary of Borrower substantially all the direct or indirect assets of which are the Equity Interests of one or more CFCs.

“Change in Law” means the occurrence after the date of this Agreement or, with respect to any Lender, such later date on which such Lender becomes a party to this Agreement of (a) the adoption of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the interpretation or application thereof by any Governmental Authority or (c) compliance by any Lender or Issuing Bank (or, for purposes of Section 2.19(b), by any lending office of such Lender or by such Lender’s or Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided however, that notwithstanding anything herein to the contrary, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines, requirements and 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, issued or implemented.

“Change of Control” means any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as such term is used in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 35% of the total voting power of the voting stock of Borrower.

“Class” means (i) with respect to Lenders, each of the following classes of Lenders:  (a) Lenders having Term Loan Exposure and (b) Lenders having Revolving Exposure (including Swing Line Lender) and (ii) with respect to Loans or Commitments, each of the following classes of Loans or Commitments: (a) Term Loans and Term Loan Commitments and (b) Revolving Loans (including Swing Line Loans) and Revolving Commitments.

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“Closing Date” means December 22, 2016.

“Closing Date Certificate” means a Closing Date Certificate substantially in the form of Exhibit F-1.

“Collateral” has the meaning assigned to such term in the Security Agreement.

“Collateral Agent” as defined in the preamble hereto.

“Collateral Documents” means (a) the Security Agreement, (b) the Securities Pledge Agreement, (c) any Counterpart Agreement and (d) each of the security agreements, Mortgages and other instruments and security or collateral documents executed and delivered on the Closing Date, pursuant to any of the foregoing or pursuant to Section 5.10, Section 5.11 or Section 5.12.

“Commitment” means any Revolving Commitment or Term Loan Commitment.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

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

“Consolidated Adjusted EBITDA” means, for any period:

(a)                                 Consolidated Net Income determined for such period (without duplication), plus:

(b)                                 in each case (other than clause (b)(xiv)), only to the extent deducted in determining such Consolidated Net Income for such period (and in each case determined on a consolidated basis for Borrower and its Restricted Subsidiaries in accordance with GAAP) the sum of the following amounts (without duplication) for such period:

(i)                                     Consolidated Interest Expense, including, amortization of debt discount, debt issuance costs, commissions, discounts and other fees and charges associated with Indebtedness (including commitment and administrative fees and charges with respect to Indebtedness); plus

(ii)                                  provision for taxes based on income, profits or capital, including federal, foreign and state income, franchise, and similar taxes based on income, profits or capital paid or accrued during such period (including in respect of repatriated funds); plus

(iii)                               depreciation and amortization; plus

(iv)                              losses (or minus any gains) realized upon the sale or other disposition of any asset that is not sold or disposed of in the ordinary course of business and any loss (or minus any gain) realized upon the sale or other disposition of any Equity Interest of any Person; plus

(v)                                 extraordinary or non-recurring, charges, expenses or losses ; plus

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(vi)                              any losses  from an early extinguishment of indebtedness; plus

(vii)                           all other non-cash charges, non-cash expenses or non-cash losses in such period (excluding any such item that is non-cash during such period but the subject of a cash payment in a prior or future period); plus

(viii)                        non-cash compensation expenses from equity based compensation, including, without limitation, stock, options to purchase stock and stock appreciation rights issued to the management, employees or board members of Borrower; plus

(ix)                              any impairment charges, write-off, depreciation or amortization of intangibles arising pursuant to GAAP and any other non-cash charges resulting from purchase accounting; plus

(x)                                 any reduction in revenue resulting from the purchase accounting effects of adjustments to deferred revenue in component amounts required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to Borrower and its Restricted Subsidiaries), as a result of any acquisition consummated prior to the Closing Date or any Permitted Acquisition; plus

(xi)                              any unrealized losses (or minus any unrealized gains) in respect of Hedge Agreements; plus

(xii)                           Transaction Costs and any costs, fees and expenses incurred in connection with Permitted Acquisitions, permitted Investments, restructurings, issuances, incurrences or prepayments of Indebtedness, dispositions of assets, issuances of Equity Interests, refinancing transactions and modifications of instruments of Indebtedness; plus

(xiii)                        any fees, expenses or charges (including any such items directly attributable to the implementation of cost savings initiatives, “run-rate” synergies, severance, restructuring charges, relocation costs and one-time compensation charges) relating to the Radiant Acquisition or any Permitted Acquisitions or other permitted Investment or restructuring after the Closing Date (including any unconsummated acquisition or Investment that, had such acquisition or Investment been consummated, would have constituted a Permitted Acquisition or a permitted Investment); provided that the aggregate cash amount included in Consolidated Adjusted EBITDA pursuant to this clause (xiii) (including any such item that is non-cash during such period but the subject of a cash payment in a prior or future period) shall not exceed (x) for the Radiant Acquisition, $15,000,000 in the aggregate and (y) for any period of four consecutive fiscal quarters and for all other matters referred to above in the aggregate (other than with respect to the Radiant Acquisition), 15% of Consolidated Adjusted EBITDA for any period of four consecutive fiscal quarters (not to exceed, together with any adjustment pursuant to clause (xiv) (other than with respect to the Radiant Acquisition), in the aggregate, 20% of Consolidated Adjusted EBITDA for such period) (in each case, calculated prior to giving effect to any adjustment pursuant to this clause (xiii) or clause (xiv) below), plus

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(xiv)                       reasonably identifiable and factually supportable and quantifiable expected cost savings, operating expense reductions and “run-rate” synergies related to a Permitted Acquisition or other permitted Investment projected by Borrower in good faith to result from specified actions with respect to which substantial steps have been, will be, or are expected to be, taken within 18 months after the closing thereof and expected to be realized within such period; provided that the aggregate amount included in Consolidated Adjusted EBITDA pursuant to this clause (xiv) shall not exceed (x) for the Radiant Acquisition, $15,000,000 in the aggregate for such 18 month period and (y) for any period of four consecutive fiscal quarters and for all other Permitted Acquisitions or other permitted Investments in the aggregate (other than with respect to the Radiant Acquisition), 15% of Consolidated Adjusted EBITDA for such period (not to exceed, together with any adjustment pursuant to clause (xiii) (other than with respect to the Radiant Acquisition), in the aggregate, 20% of Consolidated Adjusted EBITDA for such period) (in each case, calculated prior to giving effect to any adjustment pursuant to this clause (xiv) or clause (xiii) above), plus

(xv)                          charges, losses, or expenses incurred to the extent covered by indemnification or refunding provisions in any document, including those pertaining to any acquisition consummated prior to the Closing Date, or any insurance, in each case, to the extent so reimbursed to Borrower or a Restricted Subsidiary, plus

(c)                                  (i) proceeds of business interruption insurance received during such period (to the extent not reflected as revenue or income in such period) and (ii) cash received by Borrower and its Restricted Subsidiaries during such period under the “service level agreement” portion of NGA Contracts; minus

(d)                                 accrued revenues recognized by Borrower and its Restricted Subsidiaries for such period with respect to (i) the “service level agreement” portion of NGA Contracts, (ii) the “cost share” portion of the NextView Contract; minus

(e)                                  all non-cash items increasing Consolidated Net Income (excluding any such item that is non-cash during such period but the subject of a cash payment in a prior or future period); minus

(f)                                   extraordinary or non-recurring income and income or gains from the early extinguishment of indebtedness.

Notwithstanding the foregoing, Consolidated Adjusted EBITDA for the Fiscal Quarter (x) ended June 30, 2016 shall be deemed to be $89,000,000 and (y) ended on September 30, 2016 shall be deemed to be $91,000,000 and, for avoidance of doubt, Consolidated Adjusted EBITDA, including the Fiscal Quarter ended December 31, 2016 (but excluding the Fiscal Quarters ended June 30, 2016 and September 30, 2016) shall include pro forma adjustments for the Radiant Acquisition as contemplated by Section 1.02(b) hereof.

“Consolidated Capital Expenditures” means, for any period, the aggregate of all expenditures of Borrower and its Restricted Subsidiaries during such period determined on a consolidated basis that, in accordance with GAAP, are or should be included in “purchase of

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property and equipment” or similar items, or which should otherwise be capitalized, reflected in the consolidated statement of cash flows of Borrower and its Restricted Subsidiaries; provided that Consolidated Capital Expenditures shall not include any expenditures (a) for replacements and substitutions for fixed assets, capital assets or equipment to the extent made with Net Insurance/Condemnation Proceeds invested pursuant to Section 2.14(b) or with Net Asset Sale Proceeds invested pursuant to Section 2.14(a), (b) which constitute a Permitted Acquisition permitted under Section 6.06 or (c) for the purchase price of equipment purchased during such period to the extent the consideration therefor consists of any combination of (i) used or surplus equipment traded in at the time of such purchase and (ii) the proceeds of substantially concurrent sales of used or surplus equipment.

“Consolidated Current Assets” means, as at any date of determination, the total assets of Borrower and its Restricted Subsidiaries on a consolidated basis that may properly be classified as current assets in conformity with GAAP, excluding (x) Cash and Cash Equivalents and (y) deferred tax assets.

“Consolidated Current Liabilities” means, as at any date of determination, the total liabilities of Borrower and its Restricted Subsidiaries on a consolidated basis that may properly be classified as current liabilities in conformity with GAAP, excluding (x) the current portion of long term debt, (y) deferred revenue and (z) deferred tax liabilities.

“Consolidated Excess Cash Flow” means, for any period, an amount (if positive) equal to:

(a)                                 the sum, without duplication, of the amounts for such period of

(i)                                     Consolidated Net Income, plus,

(ii)                                  to the extent reducing Consolidated Net Income, the sum, without duplication, of amounts for non-Cash charges reducing Consolidated Net Income, including for depreciation and amortization (excluding any such non-Cash charge to the extent that it represents an accrual or reserve for a potential Cash charge in any future period or amortization of a prepaid Cash charge that was paid in a prior period), plus

(iii)                               the Consolidated Working Capital Adjustment (if positive) plus

(iv)                              amounts designated as Reserved Funds in a prior period and re-designated pursuant to the definition thereof as no longer constituting Reserved Funds (but not including any such Reserved Funds used to fund one or more Permitted Reserved Funds Uses or not used for a Permitted Reserved Funds Use within the 18 month period referred to in the definition of Reserved Funds), plus

(v)                                 the amount (which may be a negative number, in which case such amount shall be subtracted from this clause (a)) by which deferred revenue as of the end of such period exceeds (or is less than) the deferred revenue as of the beginning of such period, plus

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(vi)                              the aggregate net amount of non-cash loss on the disposition of property or assets by Borrower and its Restricted Subsidiaries during such period (other than sales of inventory in the ordinary course of business), minus

(b)                                 the sum, without duplication, of (and only to the extent not already deducted in arriving at Consolidated Net Income):

(i)                                     all non-Cash credits included in arriving at Consolidated Net Income, plus

(ii)                                  the amounts for such period paid from Internally Generated Cash of

(A)                               scheduled repayments of Indebtedness for borrowed money including the Loans but excluding repayments of Revolving Loans, Swing Line Loans or other revolving indebtedness except to the extent the Revolving Commitments or other commitments in respect thereof are permanently reduced in connection with such repayments,

(B)                               mandatory and voluntary repayments of Indebtedness for borrowed money permitted hereunder (excluding repayments of Term Loans, Revolving Loans or Swing Line Loans and any mandatory prepayment hereunder except for a mandatory prepayment under Section 2.14(a) due to an Asset Sale that resulted in an increase in Consolidated Net Income (and in, in such event, not in excess of the amount of such increase))

(C)                               scheduled repayments of obligations under Capital Leases (excluding any interest expense portion thereof),

(D)                               Consolidated Capital Expenditures,

(E)                                Permitted Acquisitions, Permitted Foreign Investments and Investments permitted by Section 6.06(e), (r) or (t),

(F)                                 cash payments made in satisfaction of non-current liabilities (excluding payments of Indebtedness for borrowed money),

(G)                               Restricted Junior Payments permitted under Section 6.04(b), (g), (h) and (j) hereof made by Borrower or any Restricted Subsidiary in cash to a Person other than Borrower or a Restricted Subsidiary, plus

(iii)                               the Consolidated Working Capital Adjustment (if negative), plus

(iv)                              without duplication of any amount in clause (a), amounts of Internally Generated Cash designated as Reserved Funds during such period and not expended in such period, plus

(v)                                 customary fees, expenses or charges paid in cash related to any permitted Investments (including Permitted Acquisitions) and dispositions outside the ordinary course of business permitted under Section 6.08 hereof, plus

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(vi)                              any premium paid in cash during such period in connection with the prepayment, redemption, defeasance or other satisfaction prior to scheduled maturity of Indebtedness permitted to be prepaid, redeemed, purchased, defeased or satisfied hereunder, plus

(vii)                           the aggregate net amount of non-cash gain on the disposition of property or assets by Borrower or its Restricted Subsidiaries during such period (other than sales of inventory in the ordinary course of business).

“Consolidated Interest Expense” means, for any period, total interest expense (including that portion attributable to Capital Leases in accordance with GAAP and capitalized interest) of Borrower and its Restricted Subsidiaries on a consolidated basis with respect to all outstanding Indebtedness of Borrower and its Restricted Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and net costs under Interest Rate Agreements.

“Consolidated Net Income” means, for any period, the aggregate net income (or loss) of Borrower and its Restricted Subsidiaries for such period determined on a consolidated basis in conformity with GAAP, provided that the following (without duplication) will be excluded in computing Consolidated Net Income:

(a)                                 the net income (or loss) of any Person that is not a wholly owned Restricted Subsidiary, except to the extent that cash in an amount equal to any such income has actually been received by Borrower or (subject to clause (c) below) any of its Restricted Subsidiaries;

(b)                                 any net income (or loss) of any Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition;

(c)                                  the net income (or loss) of any Restricted Subsidiary of Borrower to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of such net income would not have been permitted for the relevant period by its organizational documents or by any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Restricted Subsidiary;

(d)                                 any gains (but not losses) attributable to Asset Sales;

(e)                                  any extraordinary or non-recurring gains (but not losses); and

(f)                                   the cumulative effect of a change in accounting principles.

“Consolidated Total Debt” means, as at any date of determination, the aggregate principal amount of all Indebtedness for borrowed money, purchase money Indebtedness, and Capital Leases of Borrower and its Restricted Subsidiaries (or, if higher, the par value or stated face amount of all such Indebtedness (other than zero coupon Indebtedness)) determined on a consolidated basis in accordance with GAAP.

“Consolidated Working Capital” means, as at any date of determination, the excess of Consolidated Current Assets over Consolidated Current Liabilities.

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“Consolidated Working Capital Adjustment” means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.  In calculating the Consolidated Working Capital Adjustment there shall be excluded (i) the effect of reclassification during such period of current assets to long term assets (or long term assets to current assets) and current liabilities to long term liabilities (or long term liabilities to current liabilities), (ii) any changes in allowance for “doubtful accounts”, (iii) any changes in accounts payable and accrued liabilities associated with amounts capitalized in property and equipment and (iv) the effect of any Permitted Acquisition during such period; provided that there shall be included with respect to any Permitted Acquisition during such period an amount (which may be a negative number) equal to the difference between the Consolidated Working Capital acquired in such Permitted Acquisition as at the time of such Permitted Acquisition and the Consolidated Working Capital from such Permitted Acquisition at the end of such period.

“Constructive Total Failure” has the meaning ascribed to that term or a term substantially similar to such term in the launch and initial operations insurance or the in-orbit insurance Borrower or any Restricted Subsidiary of Borrower obtains pursuant to Section 5.05, whichever is then in effect.

“Contractual Obligation” means, as applied to any Person, any provision of any Security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

“Conversion/Continuation Date” means the effective date of a continuation or conversion, as the case may be, as set forth in the applicable Conversion/Continuation Notice.

“Conversion/Continuation Notice” means a Conversion/Continuation Notice substantially in the form of Exhibit A-2.

“Counterpart Agreement” means a Counterpart Agreement substantially in the form of Exhibit G delivered by a Credit Party pursuant to Section 5.10.

“Credit Date” means the date of a Credit Extension.

“Credit Document” means any of this Agreement, the Notes, if any, the Collateral Documents, any Incremental Amendment, any Refinancing Amendment, any Extension Amendment, the Agency Fee Letter, and any documents or certificates executed by Borrower in favor of any Issuing Bank relating to  Letters of Credit.

“Credit Extension” means the making of a Loan or the issuing of a Letter of Credit.

“Credit Party” means Borrower and the Guarantors.

“DAP Debt” means all obligations of Borrower or any of its Restricted Subsidiaries in respect of letters of credit, bankers’ acceptances or similar instruments issued to, or performance bonds posted to, customers participating in the Direct Access Program.

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“Declined Amounts” means the aggregate amount as of such date of any mandatory prepayments waived pursuant to Section 2.15(d) after the Closing Date and prior to such time.

“Default” means an Event of Default or a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

“Defaulting Lender” means, subject to the last paragraph of Section 2.21, any Lender that

(a)                                 has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swing Line Loans or (iii) pay over to Administrative Agent, Issuing Bank, Swing Line Lender or any other Lender any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies Administrative Agent and Borrower in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied,

(b)                                 has notified Administrative Agent, Issuing Bank, Swing Line Lender, any other Lender or Borrower in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a Loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit,

(c)                                  has failed, within three Business Days after request by Administrative Agent or Borrower, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations to fund prospective Loans and participations in then outstanding Letters of Credit and Swing Line Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon Administrative Agent’s or Borrower’s receipt of such certification in form and substance satisfactory to it and Administrative Agent, or

(d)                                 has, or has a direct or indirect parent company that has, become the subject of a Bankruptcy Event.

Any determination by Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to the last paragraph of Section 2.21) upon delivery of written notice of such determination to Borrower, each Issuing Bank,  Swing Line Lender and each Lender.

“Deposit Account” means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit.

“DigitalGlobe Business” means the designing, development, acquisition, construction, manufacture, installation, leasing, licensing, testing, completion, delivery, acceptance, activation,

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operation, maintenance, restoration, improvement, production, analysis, use and ownership of the DigitalGlobe System, the providing of services in connection with the DigitalGlobe System, the financing thereof (whether through the issuance of debt or equity securities or otherwise) and all systems, property, businesses, activities and services of Borrower and its Restricted Subsidiaries related thereto and all businesses reasonably associated with digital imagery, remote sensing and geospatial information.

“DigitalGlobe System” means each Satellite and the TTC&M Facilities.

“Direct Access Program” means Borrower’s program whereby customers, with approval from the U.S. government, purchase equipment and software necessary to allow access to Borrower’s Satellites and purchase access time on such Satellites.

“Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable (other than solely for Equity Interests which are not otherwise Disqualified Equity Interests), pursuant to a sinking fund obligation or otherwise, (b) is redeemable at the option of the holder thereof (other than solely for Equity Interests which are not otherwise Disqualified Equity Interests), in whole or in part or (c) is or becomes convertible into or exchangeable (unless at the sole option of the issuer thereof) for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 181 days after the Latest Maturity Date in effect at the time such Disqualified Equity Interests are issued; provided that Equity Interests will not constitute Disqualified Equity Interests solely because of provisions giving holders thereof the right to require repurchase or redemption upon an “asset sale” or “change of control” occurring prior to the date that is 181 days after the Latest Maturity Date in effect at the time such Disqualified Equity Interests are issued if those provisions are more favorable, taken as a whole (as determined in good faith by Borrower), to the Lenders than Section 6.07 and Section 9.01(k).

“Disqualified Lender” means any Person (or its Affiliates) designated in writing by Borrower in consultation with and reasonably acceptable to the Arrangers; provided that no Person shall be a “Disqualified Lender” unless such Person is specifically identified in writing by Borrower to the Arrangers on or prior to December 5, 2016, which list may be made available by Administrative Agent through the Platform or otherwise to each Lender.

“Dollars” and the sign “$” mean the lawful money of the United States of America.

“Domestic Subsidiary” means any Subsidiary of Borrower organized under the laws of the United States of America, any State thereof or the District of Columbia.

“ECF Percentage” means 50.0%; provided, that the ECF Percentage shall be (i) reduced to 25.0% if the Leverage Ratio as of the last day of such Fiscal Year is less than 4.25 to 1.00 but equal to or greater than 4.00 to 1.00 and (ii) equal to 0.0% if the Leverage Ratio as of the last day of such Fiscal Year is less than 4.00 to 1.00.

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

“Eligible Assignee” means any Person other than a natural Person that is (i) a Lender, an Affiliate of any Lender or an Approved Fund, or (ii) a commercial bank, insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act) and which extends credit or buys loans in the ordinary course of business; provided, neither any Credit Party nor any Affiliate thereof shall be an Eligible Assignee (except as may be permitted pursuant to Section 2.13(d)).

“Employee Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA which is or was within the six (6) years prior to the date of this Agreement sponsored, maintained or contributed to by, or required to be contributed to by, Borrower, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates.

“Engagement Letter” means that certain Amended and Restated Engagement Letter, dated December 13, 2016 among Borrower and the Arrangers.

“Environmental Claim” means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (ii) in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity; or (iii) in connection with any actual or alleged damage, injury, threat or harm to public health or safety, natural resources or the environment.

“Environmental Laws” means any and all applicable foreign or domestic, federal or state (or any subdivision of either of them), statutes, ordinances, orders, rules, regulations, judgments, Governmental Approvals, or any other requirements of Governmental Authorities relating to (i) environmental matters, including those relating to any Hazardous Materials Activity; (ii) the generation, use, storage, transportation or disposal of Hazardous Materials; or (iii) occupational or public safety or health, industrial hygiene, or the protection of the environment, in any manner applicable to Borrower or any of its Restricted Subsidiaries or any Facility.

“Equity Interests” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests

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in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing; provided that Equity Interests shall not include any debt securities that are convertible into or exchangeable for any combination of Equity Interests and/or Cash.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto.

“ERISA Affiliate” means, as applied to any Person, (a) any corporation which is a member of a controlled group of corporations within the meaning of Section 414(b) of the Internal Revenue Code of which that Person is a member; (b) any trade or business (whether or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Internal Revenue Code of which that Person is a member; and (c) any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Internal Revenue Code of which that Person, any corporation described in clause (a) above or any trade or business described in clause (b) above is a member.  Any former ERISA Affiliate of Borrower or any of its Restricted Subsidiaries shall continue to be considered an ERISA Affiliate of Borrower or any such Restricted Subsidiary within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of Borrower or such Restricted Subsidiary and with respect to liabilities arising after such period for which Borrower or such Restricted Subsidiary would be liable under the Internal Revenue Code or ERISA.

“ERISA Event” means

(a)                                 a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30 day notice to the PBGC has been waived by regulation);

(b)                                 the failure to meet the minimum funding standard of Section 412 of the Internal Revenue Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(c) of the Internal Revenue Code) or the failure to make by its due date a required installment under Section 430(j) of the Internal Revenue Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan;

(c)                                  the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA;

(d)                                 the withdrawal by Borrower, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability to Borrower, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4063 or 4064 of ERISA;

(e)                                  the institution by the PBGC of proceedings to terminate any Pension Plan;

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(f)                                   the imposition of liability on Borrower, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA;

(g)                                  the withdrawal of Borrower, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any liability therefor, or the receipt by Borrower, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in insolvency pursuant to Section 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA;

(h)                                 the occurrence of an act or omission which could give rise to the imposition on Borrower, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates of any material fines, penalties, taxes or related charges under Chapter 43 of the Internal Revenue Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit Plan; or

(i)                                     the imposition of a lien pursuant to Section 430(k) of the Internal Revenue Code or ERISA or a material violation of Section 436 of the Internal Revenue Code.

“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.

“Eurodollar Rate Loan” means a Loan bearing interest at a rate determined by reference to the Adjusted Eurodollar Rate.

“Event of Default” means each of the conditions or events set forth in Section 9.01.

“Evidence of Flood Insurance” as defined in Schedule 5.11.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

“Excluded Obligation” as defined in Section 8.12.

“Excluded Subsidiary” means any Subsidiary of Borrower that is:

(a)                                 a CFC Pledgor;

(b)                                 an Immaterial Subsidiary (unless otherwise designated by Borrower as a Guarantor including by way of becoming a party to this Agreement on the Closing Date or by Counterpart Agreement);

(c)                                  a Subsidiary that is prohibited or restricted by applicable law, rule or regulation or by any contractual obligation from guarantying the Obligations hereunder (i) in each case, only for so long as such prohibition or restriction exists and (ii) with respect to any contractual

24

obligation, only to the extent that (A) such prohibition or restriction is not created in order to give effect to this clause (c) and (B) with respect to Subsidiaries in existence on the Closing Date, such prohibition or restriction exists on the Closing Date and with respect to Subsidiaries acquired after the Closing Date, such prohibition or restriction exists on the date such Subsidiary is acquired;

(d)                                 a Subsidiary that would require governmental (including regulatory) consent, approval, license or authorization to guaranty the Obligations hereunder unless such consent, approval, license or authorization has been received;

(e)                                  any non-for-profit Subsidiary;

(f)                                   any Foreign Subsidiary for which providing a guaranty hereunder could reasonably be expected to result in a violation or breach of, or conflict with, fiduciary duties of such Subsidiary’s officers, directors or managers;

(g)                                  any Subsidiary that is a special purpose securitization vehicle (or similar entity);

(h)                                 any Unrestricted Subsidiary;

(i)                                     any CFC;

(j)                                    any direct or indirect subsidiary of a CFC; and

(k)                                 any other Subsidiary with respect to which, in the reasonable judgment of Administrative Agent and Borrower, the cost or burden of such entity providing a Guaranty shall be excessive in view of the benefits to be obtained by the Secured Parties therefrom.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient under any Credit Document:

(a)                                 income or franchise Taxes imposed on or measured by net income (however denominated) (i) by the United States of America, (ii) by the jurisdiction under the laws of which such Recipient is organized or in which its principal office is located, (iii) as a result of a present or former connection between such Recipient and the jurisdiction of the Governmental Authority imposing such Tax (other than any connection arising solely from such Recipient having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Credit Document, or sold or assigned an interest in any Loan or Credit Document), or (iv) in the case of any Lender, by the jurisdiction in which its applicable lending office is located;

(b)                                 any branch profits Taxes imposed by the United States of America or any similar Taxes imposed by any  jurisdiction described in clause (a) above;

(c)                                  in the case of a  Lender (other than an assignee pursuant to a request by Borrower under Section 2.22(b)), any U.S. federal withholding Taxes (i) resulting from any law in effect on the date such  Lender becomes a party to this Agreement (or designates a new lending office),

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except to the extent that such  Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from any Credit Party with respect to such withholding Taxes pursuant to Section 2.20(a);

(d)                                 Taxes that are attributable to such Lender’s failure to comply with Section 2.20(f), and

(e)                                  U.S. federal withholding Taxes imposed pursuant to FATCA.

“Existing Credit Facility” means the Credit and Guaranty Agreement dated as of January 31, 2013 among Borrower, the lenders party thereto and JPMorgan Chase Bank, as administrative agent and collateral agent (as amended by that certain Amendment No. 1 to the Credit Agreement, dated as of December 21, 2015 among Borrower, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, as administrative agent and collateral agent).

“Existing Notes” means those certain 5.25% Senior Notes due 2021 issued pursuant to that certain Existing Notes Indenture.

“Existing Notes Indenture” means that certain Indenture dated as of January 31, 2013 among Borrower, the guarantors party thereto and U.S. Bank National Association, as trustee, as supplemented from time to time.

“Existing Notes Redemption” means the redemption of all of the outstanding Existing Notes that are not purchased by Borrower in the Existing Notes Tender Offer.

“Existing Notes Tender Offer” means the offer by Borrower to purchase any and all of the outstanding Existing Notes on the terms set forth in the Offer to Purchase and Consent Solicitation Statement dated December 6, 2016, delivered by Borrower to the holders of the Existing Notes.

“Existing Preferred Stock” means the Series A convertible preferred stock of Borrower issued pursuant to that certain Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of DigitalGlobe, Inc., dated January 31, 2013.

“Extended Revolving Commitments” as defined in Section 2.25(b).

“Extended Revolving Loans” as defined in Section 2.25(b).

“Extended Term Loans” as defined in Section 2.25(a).

“Extending Revolving Lender” as defined in Section 2.25(b).

“Extending Term Lender” as defined in Section 2.25(a).

“Extension” as defined in Section 2.25(b).

“Extension Amendment” as defined in Section 2.25(d).

“Extension Offer” as defined in Section 2.25(b).

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“FAA” means the United States Federal Aviation Administration or any successor agency thereto.

“Facility” means any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore owned, leased, operated or used by Borrower or any of its Restricted Subsidiaries or any of their respective predecessors.

“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by a Financial Officer of Borrower or the Restricted Subsidiary with respect to valuations not in excess of $25,000,000 or determined in good faith by the Board of Directors of Borrower or the Restricted Subsidiary with respect to valuations equal to or in excess of $25,000,000, as applicable, which determination will be conclusive (unless otherwise provided in this Agreement).

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code (and any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future Treasury regulations or other official administrative guidance (including any Revenue Ruling, Revenue Procedure, Notice or similar guidance issued by the Internal Revenue Service) promulgated thereunder, any agreement entered into pursuant to Section 1471(b)(1) of the Code, and any U.S. or non-U.S. fiscal or regulatory legislation, rules, guidance notes or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code.

“FCC” means the United States Federal Communications Commission or any successor agency thereto.

“Federal Funds Effective Rate” means for any day, the rate per annum (expressed, as a decimal, rounded upwards, if necessary, to the next higher 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, (i) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average rate charged to Administrative Agent on such day on such transactions as determined by Administrative Agent.  If the Federal Funds Effective Rate is less than zero, it shall be deemed zero for purposes of this Agreement.

“Financial Officer” of any Person means the chief financial officer, treasurer, assistant treasurer or vice president of finance or controller of such Person.

“Financial Officer Certification” means, with respect to the financial statements for which such certification is required, the certification of a Financial Officer of Borrower that such financial statements fairly present, in all material respects, the financial condition of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash

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flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments.

“Fiscal Quarter” means a fiscal quarter of any Fiscal Year.

“Fiscal Year” means the fiscal year of Borrower and its Subsidiaries ending on December 31 of each calendar year.

“Flood Determination Form” as defined in Schedule 5.11.

“Flood Laws” means the National Flood Insurance Reform Act of 1994 and related legislation (including the regulations of the Board of Governors of the Federal Reserve System).

“Foreign Disposition” as defined in Section 2.14(g).

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

“Foreign Subsidiary Excess Cash Flow” as defined in Section 2.14(g).

“Funding Date” means with respect to the Term Loans borrowed on the Closing Date, the Closing Date, and with respect to each other Series of Term Loans, the date of funding or extension, as applicable, set forth in the applicable Incremental Amendment, Refinancing Amendment or Extension Amendment for the funding or extension of such Series of Term Loans.

“Funding Notice” means a notice substantially in the form of Exhibit A-1.

“GAAP” means, subject to the limitations on the application thereof set forth in ▇▇▇▇▇▇▇ ▇.▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ generally accepted accounting principles in effect as of the date of determination thereof.

“Governmental Acts” means any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.

“Governmental Approval” means any Telecommunications Approval and any other material authorizations, consents, approvals, licenses, rulings, permits, certifications, exemptions, filings or registrations by or with a Telecommunications Authority or other Governmental Authority required by applicable requirements of law to be obtained or held by Borrower or any of its Restricted Subsidiaries in connection with the DigitalGlobe Business, the due execution, delivery and performance of the Credit Documents, the creation, perfection and enforcement of the Liens contemplated by the Collateral Documents and the other transactions contemplated hereby.

“Governmental Authority” means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity, officer or examiner exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government (including any supra-national bodies such as the European Union or the European

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Central Bank) or any court, in each case whether associated with a state of the United States, the United States, or a foreign entity or government.

“Grantor” as defined in the Security Agreement.

“Guaranteed Obligations” as defined in Section 8.01.

“Guarantor” means (i) each existing or subsequently acquired or organized direct or indirect wholly owned Domestic Subsidiary of Borrower that is a Restricted Subsidiary and that is not an Excluded Subsidiary and (ii) solely with respect to the Obligations of the Credit Parties (other than Borrower) in respect of Secured Hedge Agreements and Cash Management Agreements, Borrower.

“Guaranty” means the guaranty of each Guarantor set forth in Article 8.

“Hazardous Materials” means any chemical, material or substance exposure to which is prohibited, limited or regulated by any Environmental Law.

“Hazardous Materials Activity” means any past, current, proposed or threatened activity, event or occurrence involving any Hazardous Materials, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective action or response action with respect to any of the foregoing.

“Hedge Agreement” means any swap, cap, collar, forward purchase or similar agreements or arrangements dealing with interest rates, currency exchange rates or commodity prices, either generally or under specific contingencies.

“Highest Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to any Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws now allow.

“Immaterial Subsidiary” means each Restricted Subsidiary of Borrower now existing or hereafter acquired or formed and each successor thereto,

(a)                                 which accounts for not more than (i) 5.0% of the consolidated gross revenues (after intercompany eliminations) of Borrower and its Restricted Subsidiaries or (ii) 5.0% of the net book value of the consolidated assets (after intercompany eliminations) of Borrower and its Restricted Subsidiaries, in each case, as of the last day of the most recently completed Fiscal Quarter as reflected on the financial statements for such quarter and

(b)                                 if the Restricted Subsidiaries that constitute Immaterial Subsidiaries pursuant to clause (a) above account for, in the aggregate, more than 15% of such consolidated gross revenues and more than 15% of the net book value of the consolidated assets, each as described in clause (a) above, then the term “Immaterial Subsidiary” shall not include each such Restricted

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Subsidiary (starting with the Restricted Subsidiary that accounts for the most consolidated gross revenues or consolidated assets and then in descending order) necessary to account for at least 85% of the consolidated gross revenues and 85% of the net book value of the consolidated assets, each as described in clause (a) above.

“Incremental Amendment” as defined in Section 2.23

“Incremental Effective Date” as defined in Section 2.23.

“Incremental Equivalent Debt” means Indebtedness, in an amount not to exceed the Available Incremental Amount (assuming for purposes of such calculation (and all future calculations), in the case of the incurrence of unsecured Incremental Equivalent Debt, that such Incremental Equivalent Debt is secured) as of the time of determination, incurred by Borrower (which may be guaranteed by the Guarantors) consisting of the issuance of (i) senior secured second lien or unsecured loans or (ii) senior secured first lien or second lien notes, senior subordinated notes or senior unsecured notes, in each case issued in a public offering, Rule 144A or other private placement or bridge in lieu of the foregoing, or secured or unsecured “mezzanine” debt; provided, that

(a)                                 subject to Section 1.02(c), no Default or Event of Default shall exist upon the incurrence of such Incremental Equivalent Debt before or after giving effect to such Incremental Equivalent Debt;

(b)                                 subject to Section 1.02(c), Borrower and its Restricted Subsidiaries shall be in compliance with the covenant set forth in Article 7, determined on a pro forma basis for the period then most recently ended or, in connection with a Limited Condition Acquisition, such other period permitted by Section 1.02(c), including the incurrence of such Incremental Equivalent Debt (and assuming all commitments are fully drawn), as applicable;

(c)                                  if secured, a Senior Representative validly acting on behalf of the holders of such Incremental Equivalent Debt shall have become party to a customary intercreditor agreement reasonably satisfactory to Administrative Agent and such Incremental Equivalent Debt shall only be secured by Collateral and if guaranteed, such Incremental Equivalent Debt shall only be guaranteed by  the Guarantors;

(d)                                 such Incremental Equivalent Debt shall not mature prior to the Latest Maturity Date in effect at the time such Incremental Equivalent Debt is incurred and shall not have a Weighted Average Life to Maturity shorter than the Weighted Average Life to Maturity of any of the Term Loans;

(e)                                  any Incremental Equivalent Debt that is secured on a pari passu basis with the Obligations may require mandatory prepayments comparable to those set forth herein with respect to Asset Sales, casualty and condemnation events and/or Consolidated Excess Cash Flow on a pro rata basis or less than pro rata basis with the Term Loans (but not on a greater than pro rata basis); and

(f)                                   the  terms of such Incremental Equivalent Debt (other than pricing, premiums and optional prepayment or optional redemption provisions) shall not be materially more favorable to

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the investors providing such Incremental Equivalent Debt, taken as a whole, than the those applicable to the Term Loans (except for covenants or other provisions applicable only to periods after the Latest Maturity Date then in effect), as determined by Borrower in good faith.

“Indebtedness” means, as applied to any Person, without duplication,

(a)                                 all indebtedness of such Person for borrowed money,

(b)                                 all obligations of such Person for the deferred purchase price of property or services (other than (x) current trade payables incurred in the ordinary course of such Person’s business and (y) earn-out obligations that have not been due and payable for more than thirty (30) days),

(c)                                  all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments,

(d)                                 all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property),

(e)                                  all Capital Lease obligations of such Person,

(f)                                   all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit or similar arrangements,

(g)                                  all guarantee obligations of such Person in respect of obligations of others of the kind referred to in clauses (a) through (f) above,

(h)                                 all obligations of the kind referred to in clauses (a) through (g) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation; provided, that the amount of such Indebtedness shall be limited to the lesser of such obligation and the value of the property subject to such Lien if such Person has not assumed or become liable for the payment of such obligation,

(i)                                     all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of Disqualified Equity Interest of such Person,

(j)                                    all obligations of such Person in respect of Hedge Agreements; and

(k)                                 all payment obligations in respect of sale-leaseback transactions, without regard to whether such obligations are in respect of capital leases or operating leases;

provided that, Indebtedness shall not include obligations under operating leases (other than pursuant to clause (k)) entered into in the ordinary course of business or obligations under employment contracts entered into in the ordinary course of business; provided, further, that, so

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long as the Credit Parties are in compliance with Section 5.15, Indebtedness shall not include the Existing Notes or any guarantee obligations in respect thereof.

For purposes of clause (j) above, the principal amount of Indebtedness in respect of Hedge Agreements shall equal the amount that would be payable (giving effect to netting) at such time if such Hedge Agreement were terminated.

“Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, claims (including Environmental Claims), actions, judgments, suits, costs (including the costs of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action necessary to remove, remediate, clean up or ▇▇▇▇▇ any Hazardous Materials Activity), reasonable and documented out-of-pocket expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of one counsel for Indemnitees taken as a whole (plus one local counsel in each relevant jurisdiction and, if there is a conflict of interest, one additional counsel to each group of affected Indemnitees similarly situated taken as a whole plus one local counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated) in connection with any investigative, administrative or judicial proceeding or hearing commenced or threatened by any Person (including by Borrower, any Credit Party or any other Person), whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or out-of-pocket expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect, special or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of (a) this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby (including the Lenders’ agreement to make Credit Extensions, the syndication of the credit facilities provided for herein or the use or intended use of the proceeds thereof, any amendments, waivers or consents with respect to any provision of this Agreement or any of the other Credit Documents, or any enforcement of any of the Credit Documents (including any sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty)); (b) any commitment letter, fee letter or engagement letter delivered by any Agent or any Lender to Borrower with respect to the Transactions; or (c) any Environmental Claim or any Hazardous Materials Activity relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, or practice of Borrower or any of its Restricted Subsidiaries.

“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 Credit Party under any Credit Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitee” as defined in Section 11.03.

“Individual Letter of Credit Sublimit” means

(a)                                 with respect to Barclays Bank PLC, $11,875,000 or such other amount as may be agreed between Barclays Bank PLC and Borrower,

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(b)                                 with respect to Bank of America, N.A., $7,125,000 or such other amount as may be agreed between Bank of America, N.A. and Borrower,

(c)                                  with respect to ▇▇▇▇▇▇▇ Sachs Bank USA, $7,125,000 or such other amount as may be agreed between ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA and Borrower,

(d)                                 with respect to JPM ▇▇▇▇▇▇ ▇▇▇▇▇ Bank N.A., $7,125,000 or such other amount as may be agreed between JPM ▇▇▇▇▇▇ ▇▇▇▇▇ Bank N.A. and Borrower,

(e)                                  with respect to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., $7,125,000 or such other amount as may be agreed between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. and Borrower,

(f)                                   with respect to The Bank of Tokyo-Mitsubishi, Ltd., $7,125,000 or such other amount as may be agreed between The Bank of Tokyo-Mitsubishi Ltd. and Borrower,

(g)                                  with respect to ▇▇▇▇▇ Fargo Bank, National Association, $2,500,000 or such other amount as may be agreed between ▇▇▇▇▇ Fargo Bank, National Association and Borrower and

(h)                                 with respect to each other Issuing Bank designated pursuant to Section 2.04(h) or (j), such amount as may be agreed between such Issuing Bank and Borrower.

“Installment” as defined in Section 2.12.

“Interest Payment Date” means with respect to (i) any Loan that is a Base Rate Loan, each March 31, June 30, September 30 and December 31 of each year, commencing on March 31, 2017 and the final maturity date of such Loan; and (ii) any Loan that is a Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan; provided, in the case of each Interest Period of longer than three months “Interest Payment Date” shall also include each date that is three months, or an integral multiple thereof, after the commencement of such Interest Period.

“Interest Period” means, in connection with a Eurodollar Rate Loan, an interest period of one, two, three or six months (or twelve months or such other period if agreed to by all affected Lenders), as selected by Borrower in the applicable Funding Notice or Conversion/Continuation Notice, (i) initially, commencing on the Credit Date or Conversion/Continuation Date thereof, as the case may be; and (ii) thereafter, commencing on the day on which the immediately preceding Interest Period expires; provided, (a) if an Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless no further Business Day occurs in such month, in which case such Interest Period shall expire on the immediately preceding Business Day; (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clauses (c) and (d), of this definition, end on the last Business Day of a calendar month; (c) no Interest Period with respect to any portion of any Series of Term Loans shall extend beyond such Series’ Term Loan Maturity Date; and (d) no Interest Period with respect to any portion of any Series of Revolving Loans shall extend beyond the Revolving Commitment Termination Date applicable to such Series; provided, that upon delivery of the applicable Conversion/Continuation Notice on the Closing Date, the Term Loans borrowed on

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the Closing Date shall be converted from Base Rate Loans to Eurodollar Rate Loans with an Interest Period from December 28, 2016 until January 31, 2017.

“Interest Rate Agreement” means any Hedge Agreement entered into for the purpose of hedging the interest rate exposure associated with Borrower’s and its Restricted Subsidiaries’ operations and not for speculative purposes.

“Interest Rate Determination Date” means, with respect to any Interest Period, the date that is two Business Days prior to the first day of such Interest Period.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended to the date hereof and from time to time hereafter, and any successor statute.

“Internally Generated Cash” means, with respect to any period, any cash of Borrower or any Restricted Subsidiary generated during such period, excluding (i) Net Asset Sale Proceeds, (ii) Net Insurance/Condemnation Proceeds, (iii) amounts that had previously been designated as Reserved Funds but redesignated as no longer being Reserved Funds and (iv) any cash that is generated from an incurrence of Indebtedness, an issuance of Equity Interests or a capital contribution.

“Interpolated Rate” means, in relation to the LIBO Screen Rate for a given Loan, the rate which results from interpolating on a linear basis between:

(a)                                 the applicable LIBO Screen Rate for the longest period (for which that LIBO Screen Rate is available) which is less than the Interest Period of that Loan; and

(b)                                 the applicable LIBO Screen Rate for the shortest period (for which that LIBO Screen Rate is available) which exceeds the Interest Period of that Loan,

each as of approximately 11:00 a.m. (London, England time) two Business Days prior to the commencement of such Interest Period of that Loan.

“Investment” means (i) any purchase or other acquisition by Borrower or any of its Restricted Subsidiaries of, or of a beneficial interest in, any of the Securities of any other Person (other than a Guarantor); and (ii) any loan, advance (other than advances to employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business) or capital contributions or guarantee of the obligations by Borrower or any of its Restricted Subsidiaries to or of any other Person (other than Borrower or any Guarantor).  The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write ups, write downs or write offs with respect to such Investment.

“IP Security Agreement Supplements” has the meaning assigned to that term in the Security Agreement.

“IRS” means the United States Internal Revenue Service.

“Issuance Notice” means an Issuance Notice substantially in the form of Exhibit A-3.

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“Issuing Bank” means Barclays Bank PLC, Bank of America, N.A., ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, JPMorgan Chase Bank N.A., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., The Bank of Tokyo-Mitsubishi UFJ, Ltd. and ▇▇▇▇▇ Fargo Bank, National Association and any other Revolving Loan Lender from time to time designated by Borrower as an Issuing Bank pursuant to Section 2.04(h) or (j) that agrees to be an Issuing Bank hereunder and, in each case, together with its permitted successors and assigns in such capacity.  Any reference to “Issuing Bank” herein shall, except as the context may otherwise require, be to the Issuing Bank that issues a particular Letter of Credit.  Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates or branches of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate or branch with respect to Letters of Credit issued by such Affiliate or branch.

“Joint Venture” means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form; provided, in no event shall any corporate Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party.

“Latest Maturity Date” means, at any date of determination, the latest maturity or expiration date applicable to any Loan or Commitment hereunder at such time, including the latest maturity or expiration date of any New Term Loan, Replacement Term Loan, Extended Term Loan, New Revolving Loan Commitment, New Revolving Loan, Replacement Revolving Commitment, Replacement Revolving Loan, Extended Revolving Commitment or Extended Revolving Loan.

“LCA Election” means Borrower’s election to treat a Permitted Acquisition or other Investment permitted hereunder as a Limited Condition Acquisition.

“LCA Test Date” as defined in Section 1.02(c).

“Lender” means (a) each financial institution and institutional lender listed on the signature pages hereto as a lender, and any other Person that becomes a party hereto as a Lender pursuant to an Assignment Agreement, an Incremental Amendment, a Refinancing Amendment or an Extension Amendment and (b) as the context may require, the Swing Line Lender.

“Lender Counterparty” means each Lender, each Agent, the Collateral Agent and each of their respective Affiliates counterparty to a Secured Hedge Agreement or Cash Management Agreement (including any Person who is an Agent or a Lender (and any Affiliate thereof) as of the Closing Date but subsequently, whether before or after entering into a Secured Hedge Agreement or Cash Management Agreement, as applicable, ceases to be an Agent or a Lender, as the case may be and any person who was a Lender, an Agent, the Collateral Agent or Affiliate thereof at the time it entered into such Secured Hedge Agreement or Cash Management Agreement).

“Letter of Credit” means a commercial or standby letter of credit issued or to be issued by an Issuing Bank pursuant to this Agreement.

“Letter of Credit Commitment Period” means, with respect to an Issuing Bank, the period from the Closing Date to but excluding the Revolving Commitment Termination Date with respect to the Revolving Commitments established on the Closing Date (or such later date

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as may be agreed by such Issuing Bank (in its sole and absolute discretion), including in connection with the extension of the Revolving Commitment Termination Date pursuant to Section 2.25).

“Letter of Credit Sublimit” means the lesser of (a) $50,000,000 and (b) the aggregate unused amount of the Revolving Commitments then in effect.

“Letter of Credit Usage” means, as at any date of determination, the sum of (a) the maximum aggregate amount which is, or at any time thereafter may become, available for drawing under all Letters of Credit then outstanding (including, without limitation, any and all Letters of Credit for which documents have been presented that have not been honored or dishonored), and (b) the aggregate amount of all drawings under Letters of Credit honored by Issuing Bank and not theretofore reimbursed by or on behalf of Borrower.

“Leverage Ratio” means, at any date, the ratio of (a) Consolidated Total Debt as of such date to (b) Consolidated Adjusted EBITDA for the four Fiscal Quarter period ending on or most recently prior to such date (for all purposes other than Section 7, for which financial statements have been delivered pursuant to Section 5.01).

“LIBO Screen Rate” as defined in the definition of “Adjusted Eurodollar Rate”.

“Lien” means (a) any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest (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 effect as any of the foregoing) and (b) in the case of Securities, any purchase option, call or similar right of a third party with respect to such Securities.

“Limited Condition Acquisition” means any Permitted Acquisition or other Investment permitted hereunder by Borrower or one or more of its Restricted Subsidiaries whose consummation is not conditioned on the availability of, or on the obtaining of, third party financing.

“Loan” means a Term Loan, a Revolving Loan, a Swing Line Loan, a New Term Loan, a Replacement Term Loan, a New Revolving Loan, a Replacement Revolving Loan, an Extended Term Loan and an Extended Revolving Loan.

“Margin Stock” as defined in Regulation U of the Board of Governors as in effect from time to time.

“Material Adverse Effect” means a material adverse effect on (a) the business, operations, properties, assets or financial condition of Borrower and its Restricted Subsidiaries taken as a whole; (b) the ability of any Credit Party to fully and timely perform its payment obligations under any Credit Document; or (c) the rights and remedies of the Collateral Agent, Administrative Agent or any other Agent or any Lender or any Secured Party under any Credit Document.

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“Material Contract” means any contract or other arrangement to which Borrower or any of its Restricted Subsidiaries is a party (other than the Credit Documents) for which breach, nonperformance, cancellation or failure to renew could reasonably be expected to have a Material Adverse Effect.

“Material Subsidiary” means each Restricted Subsidiary that is not an Immaterial Subsidiary or an Unrestricted Subsidiary.

“Minimum Extension Condition” as defined in Section 2.25(c).

“▇▇▇▇ Event” means if there are any Mortgaged Properties at such time, any increase, extension of the maturity or renewal of any of the Commitments or Loans (including an Incremental Amendment, Extension Amendment or Refinancing Amendment, but excluding for the avoidance of doubt (a) any continuation or conversion of borrowings, (b) the making of any Loan or (c) the issuance, renewal or extension of Letters of Credit).

“Moody’s” means ▇▇▇▇▇’▇ Investors Service, Inc.

“Mortgage Policies” as defined in Schedule 5.11.

“Mortgaged Property” means each parcel of real property and improvements thereto with respect to which a Mortgage is granted pursuant to Section 5.11.

“Mortgages” means the mortgages, deeds of trust, deeds to secure debt and other similar security documents delivered on the Closing Date (if any) or pursuant to Section 5.11, each in such form as reasonably agreed between Borrower and Administrative Agent, including all changes as may be required to account for local law matters.

“Multiemployer Plan” means any Employee Benefit Plan which is a “multiemployer plan” as defined in Section 3(37) of ERISA.

“NAIC” means The National Association of Insurance Commissioners, and any successor thereto.

“Narrative Report” means, with respect to the financial statements for which such narrative report is required, a narrative report describing the operations of Borrower and its Restricted Subsidiaries in the form prepared for presentation to senior management thereof for the applicable month, Fiscal Quarter or Fiscal Year and for the period from the beginning of the then current Fiscal Year to the end of such period to which such financial statements relate.

“Net Asset Sale Proceeds” means, with respect to any Asset Sale, an amount equal to:

(a)                                 Cash payments (including any Cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) received by Borrower or any of its Restricted Subsidiaries from such Asset Sale, minus

(b)                                 any bona fide direct costs and expenses incurred in connection with such Asset Sale, including (i) income or gains taxes payable by the seller as a result of any gain recognized

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in connection with such Asset Sale, (ii) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans) that is secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof as a result of such Asset Sale and (iii) a reasonable reserve for any indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of such Asset Sale undertaken by Borrower or any of its Restricted Subsidiaries in connection with such Asset Sale; provided that upon release of any such reserve, the amount released shall be considered Net Asset Sale Proceeds.

“Net Insurance/Condemnation Proceeds” means an amount equal to:

(a)                                 any Cash payments or proceeds received by Borrower or any of its Restricted Subsidiaries (i) under any casualty insurance policy in respect of a covered loss thereunder or (ii) as a result of the taking of any assets of Borrower or any of its Restricted Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, in each case in excess of $15,000,000 individually or $60,000,000 in the aggregate during any Fiscal Year minus

(b)                                 (i) any actual and reasonable costs incurred by Borrower or any of its Restricted Subsidiaries in connection with the adjustment or settlement of any claims of Borrower or such Restricted Subsidiary in respect thereof, (ii) any bona fide direct costs incurred in connection with any loss or taking of such assets as referred to in clause (a)(i) or (ii) of this definition, including income taxes payable as a result of any gain recognized in connection therewith and (iii) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans or Other Applicable Indebtedness) that is secured by a Lien on the assets in question and that is required to be repaid under the terms thereof as a result of such loss or taking of such assets referred to in clause (a)(i) or (ii) of this definition.

“New Revolving Loan Commitments” as defined in Section 2.23.

“New Revolving Loan Lender” as defined in Section 2.23.

“New Revolving Loans” as defined in Section 2.23.

“New Term Loan Commitments” as defined in Section 2.23.

“New Term Loan Lender” as defined in Section 2.23.

“New Term Loan Maturity Date” means the date on which New Term Loans of a Series shall become due and payable in full hereunder, as specified in the applicable Incremental Amendment, including by acceleration or otherwise.

“New Term Loans” as defined in Section 2.23.

“NextView Contract” means NextView Contract, dated as of December 9, 2003, between Borrower and the National Geospatial Intelligence Agency.

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“NGA Contract” means any contract, agreement or other arrangement between Borrower or any Restricted Subsidiary and the National Geospatial Intelligence Agency.

“NOAA” means the United States Department of Commerce’s National Oceanic and Atmospheric Administration or any successor agency thereto.

“Non-Public Information” means information which has not been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD.

“Non-U.S. Lender” means a Lender that is not a U.S. Person.

“Not Otherwise Applied” means, with reference to any net cash proceeds from the issuance or sale of any Equity Interests that is proposed to be applied to a particular use, payment or transaction, that such amount was not previously applied or is not simultaneously being applied to any other use, payment or transaction other than such use, payment or transaction.

“Note” means a Term Loan Note, a Revolving Loan Note or a Swing Line Note.

“Notice” means a Funding Notice, an Issuance Notice, or a Conversion/ Continuation Notice.

“Obligations” means all obligations of every nature of each Credit Party, including obligations from time to time owed to Agents (including former Agents), Arrangers, Lenders or any of them and Lender Counterparties, under any Credit Document, Secured Hedge Agreement or Cash Management Agreement, whether for principal, interest (including interest which, but for the filing of a petition in bankruptcy with respect to such Credit Party, would have accrued on any Obligation, whether or not a claim is allowed against such Credit Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Secured Hedge Agreements, fees, expenses, indemnification or otherwise.

“Obligee Guarantor” as defined in Section 8.06.

“Organizational Documents” means (a) with respect to any corporation or company, its certificate, memorandum or articles of incorporation, organization or association, as amended, and its by-laws, as amended, (b) with respect to any limited partnership, its certificate or declaration of limited partnership, as amended, and its partnership agreement, as amended, (c) with respect to any general partnership, its partnership agreement, as amended, and (d) with respect to any limited liability company, its articles of organization, as amended, and its operating agreement, as amended.  In the event any term or condition of this Agreement or any other Credit Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such governmental official.

“Other Applicable Indebtedness” as defined in Section 2.15(b).

“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

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such Taxes (other than a connection 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, or engaged in any other transaction pursuant to, or enforced, any Credit Document, or sold or assigned an interest in any Loan or Credit Document).

“Other Taxes” means any present or future stamp, court, documentary intangible, recording, filing or similar other excise or property Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, or from the registration, receipt or perfection of a security interest under, or otherwise with respect to, any Credit Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment under Section 2.22(b)).

“Parent” means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.

“Partial Failure” has the meaning ascribed to that term or a term substantially similar to such term in the launch and initial operations insurance or the in-orbit insurance Borrower or any Restricted Subsidiary of Borrower obtains pursuant to Section 5.05, whichever is then in effect.

“Participant” as defined in Section 11.06(g).

“Participant Register” as defined in Section 11.06(g).

“PATRIOT Act” as defined in Section 3.01(k).

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Section 412 of the Internal Revenue Code or Section 302 of ERISA.

“Perfection Certificate” means a certificate in form reasonably satisfactory to Administrative Agent that provides information with respect to the personal, mixed and real property of each Credit Party.

“Permitted Acquisition” means any transaction or series of related transactions for the purpose of or resulting in the acquisition by Borrower or any of its wholly owned Restricted Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the voting Equity Interests of, or a business line or unit or a division of, any Person; provided,

(a)                                 immediately prior to, and after giving effect thereto, no Event of Default shall have occurred and be continuing or would result therefrom;

(b)                                 all transactions in connection therewith shall be consummated, in all material respects, in accordance with all applicable laws and in conformity with all applicable Governmental Approvals;

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(c)                                  such acquisition was approved by the board of directors (or similar governing body) of such Person;

(d)                                 in the case of the purchase or other acquisition of Equity Interests, all of the Equity Interests (except for any such Securities in the nature of directors’ qualifying shares required pursuant to applicable law) acquired or otherwise issued by such Person or any newly formed Subsidiary of Borrower in connection with such acquisition shall be owned, directly or indirectly, by Borrower or a Restricted Subsidiary, and Borrower shall have taken, or caused to be taken, promptly after the date such Person becomes a Subsidiary of Borrower, each of the actions set forth in Section 5.10 or Section 5.11, as applicable;

(e)                                  Borrower and its Restricted Subsidiaries shall be in compliance with the financial covenant set forth in Article 7 on a pro forma basis after giving effect to such acquisition as of the last day of the Fiscal Quarter most recently ended (as determined in accordance with Section 1.02(b));

(f)                                   Borrower shall have delivered to Administrative Agent

(i)                                     with respect to any transaction or series of related transactions involving Acquisition Consideration of more than $50,000,000, at least 3 Business Days prior to such proposed acquisition, (A) a certificate of an Authorized Officer evidencing compliance with the covenant set forth in Article 7 as required under clause (e) above and (B) all other relevant financial information with respect to such acquired assets, including the aggregate consideration for such acquisition and any other information required to demonstrate compliance with clause (e) above and

(ii)                                  with respect to any transaction or series of related transactions involving Acquisition Consideration of more than $250,000,000 promptly upon request by Administrative Agent, (i) a copy of the purchase agreement related to the proposed Permitted Acquisition (and any related documents reasonably requested by Administrative Agent) and (ii) to the extent available, quarterly and annual financial statements of the Person whose Equity Interests or assets are being acquired for the twelve (12) month period immediately prior to such proposed Permitted Acquisition, including any audited financial statements that are available; and

(g)                                  any Person or assets or division as acquired in accordance herewith shall be in substantially the same business or lines of business in which Borrower and/or its Restricted Subsidiaries are engaged or permitted to be engaged as of the Closing Date or similar or related businesses.

“Permitted Business” means any of the businesses in which Borrower and its Restricted Subsidiaries are engaged on the Closing Date and any business reasonably related, incidental, complementary or ancillary thereto.

“Permitted First Priority Refinancing Debt” means any secured Indebtedness incurred by Borrower in the form of one or more series of senior secured notes or  loans which refinances the Term Loans or the Revolving Loans (to the extent accompanied by a corresponding permanent reduction in Revolving Commitments); provided that

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(a)                                 such Indebtedness may only be secured by assets consisting of Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations and may not be secured by any property or assets other than the Collateral,

(b)                                 the principal amount (or accreted value, if applicable) of such Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Loans being refinanced, except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such Indebtedness and by an amount equal to any existing commitments unutilized thereunder,

(c)                                  substantially concurrently with the incurrence of such Indebtedness, 100% of the proceeds thereof (net of customary fees, commissions, costs and other expenses incurred in connection with such Indebtedness) shall be applied to refinance the Loans (including accrued interest, fees and premiums (if any) payable in connection therewith)(and in the case of Revolving Loans, to permanently reduce Revolving Commitments),

(d)                                 such Indebtedness does not mature or have scheduled amortization or payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (except customary asset sale or change of control provisions), in each case prior to the then Latest Maturity Date,

(e)                                  such Indebtedness is not at any time guaranteed by any Person other than the Guarantors,

(f)                                   the other terms and conditions of such Indebtedness (excluding pricing, premiums and optional prepayment or optional redemption provisions) are customary market terms for Indebtedness of such type and, in any event, when taken as a whole, are not materially more favorable to the investors or lenders providing such Indebtedness than the terms and conditions of the applicable Loans being refinanced (except with respect to any terms (including covenants) and conditions contained in such Indebtedness that are applicable only after the then Latest Maturity Date or added for the benefit of the Lenders), as determined by Borrower in good faith,

(g)                                  no Event of Default shall exist immediately prior to or after giving effect to such incurrence,

(h)                                 the security agreements relating to such Indebtedness are substantially the same as the applicable Collateral Documents (with such differences as are reasonably satisfactory to Administrative Agent) and

(i)                                     a Senior Representative validly acting on behalf of the holders of such Indebtedness shall have become party to a customary intercreditor agreement reasonably satisfactory to Administrative Agent or, if an intercreditor agreement has previously been entered into in connection with any other Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt to which holders of prior Lien Obligations are subject, execute a joinder to the then existing intercreditor agreement.

“Permitted Foreign Entity” means any “first-tier” Foreign Subsidiary which is a Restricted Subsidiary.

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“Permitted Foreign Investment” means an Investment made by Borrower or another Credit Party in any Permitted Foreign Entity or any other wholly owned Foreign Subsidiary after the Closing Date; provided that (a) the proceeds of such Investment are used by such Permitted Foreign Entity or wholly owned Foreign Subsidiary, as applicable, solely to directly, or indirectly through any Foreign Subsidiary of such Permitted Foreign Entity or wholly owned Foreign Subsidiary, finance a Permitted Acquisition, (b) if applicable, such Investment is evidenced by a promissory note of such Permitted Foreign Entity; and (c) such promissory note is delivered and pledged to the Collateral Agent pursuant to the Collateral Documents.

“Permitted Liens” means each of the Liens permitted pursuant to Section 6.02.

“Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal or extension of any Indebtedness of such Person (such Indebtedness to be modified, refinanced, renewed or extended by a Permitted Refinancing, “Refinanced Indebtedness” and any such Indebtedness so modified, refinanced, renewed or extended by a Permitted Refinancing, “Permitted Refinancing Indebtedness”); provided that

(a)                                 the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Refinanced Indebtedness except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder (and the proceeds of such Permitted Refinancing Indebtedness shall be substantially contemporaneously applied to prepay such Refinanced Indebtedness, such interest, such premiums, such other reasonable amounts and such fees and expenses),

(b)                                 such Permitted Refinancing Indebtedness has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Refinanced Indebtedness ,

(c)                                  to the extent such Refinanced Indebtedness is subordinated in right of payment to the Obligations, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Obligations on terms in all material respects at least as favorable, taken as a whole, to the Lenders (as determined in good faith by the Board of Directors of Borrower) as those contained in the documentation governing the Refinanced Indebtedness,

(d)                                 Permitted Refinancing Indebtedness of a Restricted Subsidiary that is not a Borrower or Guarantor shall not refinance Indebtedness of a Borrower or a Guarantor,

(e)                                  no person is an obligor under such Permitted Refinancing Indebtedness that was not an obligor under such Refinanced Indebtedness,

(f)                                   (i) if such Refinanced Indebtedness is secured by any or all of the Collateral on a pari passu basis to the Obligations, the Permitted Refinancing Indebtedness shall be secured on a pari passu or junior lien basis to the Obligations or unsecured; (ii) if such Refinanced Indebtedness is secured by any or all of the Collateral on a junior lien basis to the Obligations, the Permitted Refinancing Indebtedness shall be secured on a junior lien basis to the Obligations

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or unsecured; and (iii) if such Refinanced Indebtedness is unsecured, the Permitted Refinancing Indebtedness shall be unsecured,

(g)                                  if such Permitted Refinancing Indebtedness is secured, it may only be secured by such collateral that secured the Refinanced Indebtedness and

(h)                                 if such Refinanced Indebtedness is subject to an intercreditor agreement, a Senior Representative validly acting on behalf of the holders of Permitted Refinancing Indebtedness shall become party to such intercreditor agreement.

“Permitted Refinancing Indebtedness” as defined in the definition of “Permitted Refinancing”.

“Permitted Reserved Funds Use” as defined in the definition of “Reserved Funds”

“Permitted Second Priority Refinancing Debt” means secured Indebtedness incurred by Borrower in the form of one or more series of second lien secured notes or second lien secured  loans that refinances the Term Loans or the Revolving Loans (to the extent accompanied by a corresponding permanent reduction in Revolving Commitments); provided that

(a)                                 such Indebtedness may only be secured by assets consisting of Collateral on a second lien, subordinated basis to the Liens securing the Obligations and the obligations in respect of any Permitted First Priority Refinancing Debt and may not be secured by any property or assets other than the Collateral,

(b)                                 the principal amount (or accreted value, if applicable) of such Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Loans being refinanced, except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such Indebtedness and by an amount equal to any existing commitments unutilized thereunder,

(c)                                  substantially concurrently with the incurrence of such Indebtedness, 100% of the proceeds thereof (net of customary fees, commissions, costs and other expenses incurred in connection with such Indebtedness) shall be applied to refinance the Loans (including accrued interest, fees and premiums (if any) payable in connection therewith)(and, in the case of Revolving Loans, to permanently reduce Revolving Commitments),

(d)                                 such Indebtedness does not mature or have scheduled amortization or payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (except customary asset sale or change of control provisions), in each case prior to the date that is ninety-one (91) days after the then Latest Maturity Date,

(e)                                  such Indebtedness is not at any time guaranteed by any Person other than the Guarantors,

(f)                                   the other terms and conditions of such Indebtedness (excluding pricing, premiums and optional prepayment or optional redemption provisions) are customary market terms for

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Indebtedness of such type and, in any event, when taken as a whole, are not materially more favorable to the investors or lenders providing such Indebtedness than the terms and conditions of the applicable Loans being refinanced (except with respect to any terms (including covenants) and conditions contained in such Indebtedness that are applicable only after the then Latest Maturity Date then in effect), as determined by Borrower in good faith,

(g)                                  the security agreements relating to such Indebtedness reflect the second lien nature of the security interests and are otherwise substantially the same as the applicable Collateral Documents (with such differences as are reasonably satisfactory to Administrative Agent),

(h)                                 no Event of Default shall exist immediately prior to or after giving effect to such incurrence and

(i)                                     a Senior Representative validly acting on behalf of the holders of such Indebtedness shall have become party to a customary intercreditor agreement or, if an intercreditor agreement has previously been entered into in connection with any other Permitted Second Priority Refinancing Debt, execute a joinder to the then existing intercreditor agreement.

“Permitted Unsecured Refinancing Debt” means unsecured Indebtedness incurred by Borrower in the form of one or more series of unsecured notes or  loans that refinances the Term Loans or the Revolving Loans (to the extent accompanied by a corresponding permanent reduction in Revolving Commitments); provided that

(a)                                 the principal amount (or accreted value, if applicable) of such Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Loans being refinanced, except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such Indebtedness and by an amount equal to any existing commitments unutilized thereunder,

(b)                                 substantially concurrently with the incurrence of such Indebtedness, 100% of the proceeds thereof (net of customary fees, commissions, costs and other expenses incurred in connection with such Indebtedness) shall be applied to refinance the Loans (including accrued interest, fees and premiums (if any) payable in connection therewith)(and, in the case of Revolving Loans, to permanently reduce Revolving Commitments),

(c)                                  such Indebtedness does not mature or have scheduled amortization or payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (except customary asset sale or change of control provisions), in each case prior to the date that is ninety-one (91) days after the then Latest Maturity Date,

(d)                                 such Indebtedness is not at any time guaranteed by any Person other than the Guarantors,

(e)                                  such Indebtedness (including any guarantee thereof) is not secured by any Lien on any property or assets,

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(f)                                   the other terms and conditions of such Indebtedness (excluding pricing, premiums and optional prepayment or optional redemption provisions) are customary market terms for Indebtedness of such type and, in any event, when taken as a whole, are not materially more favorable to the lenders or investors providing such Indebtedness than the terms and conditions of the applicable Loans being refinanced (except with respect to any terms (including covenants) and conditions contained in such Indebtedness that are applicable only after the then Latest Maturity Date then in effect), as determined by Borrower in good faith, and

(g)                                  no Event of Default shall exist immediately prior to or after giving effect to such incurrence.

“Person” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental Authorities.

“Platform” as defined in Section 5.01.

“Preferred Stock” means, with respect to any Person, any and all capital stock which is preferred as to the payment of dividends or distributions or upon liquidation, over another class of capital stock of such Person.

“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by Administrative Agent) or any similar release by the Federal Reserve Board (as determined by Administrative Agent).

“Principal Office” means, for each of Administrative Agent, Swing Line Lender and each Issuing Bank, such Person’s “Principal Office” as set forth on Appendix B, or such other office or office of a third party or sub-agent, as appropriate, as such Person may from time to time designate in writing to Borrower and Administrative Agent.

“Pro Rata Share” means (a) with respect to all payments, computations and other matters relating to the Term Loan of any Series of any Lender, the percentage obtained by dividing (i) the Term Loan Exposure of such Series of that Lender by (ii) the aggregate Term Loan Exposure of such Series of all Lenders; and (b) with respect to all payments, computations and other matters relating to the Revolving Commitment of any Series or Revolving Loans of such Series of any Lender or any Letters of Credit issued or participations purchased therein by any Lender or any participations in any Swing Line Loans purchased by any Lender, the percentage obtained by dividing (i) the Revolving Exposure of such Series of that Lender by (ii) the aggregate Revolving Exposure of such Series of all Lenders.  For all other purposes with respect to each Lender, “Pro Rata Share” means the percentage obtained by dividing (A) an amount equal to the sum of the Term Loan Exposure and the Revolving Exposure of that Lender,

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by (B) an amount equal to the sum of the aggregate Term Loan Exposure and the aggregate Revolving Exposure of all Lenders.

“Projections” as defined in Section 4.08.

“Public Lenders” means Lenders that do not wish to receive material Non-Public Information with respect to Borrower, its Subsidiaries or their securities.

“Qualified ECP Guarantor” means, in respect of any Swap Obligations, each Credit Party that has total assets exceeding $10,000,000 at the time the relevant Guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Qualified Equity Interests” means any Equity Interests other than Disqualified Equity Interests.

“Radiant Acquisition” means the acquisition by Borrower of The Radiant Group, Inc. (“Radiant”) by means of the merger on November 14, 2016 of Pearl Acquisition Corp., a wholly owned subsidiary of Borrower, with and into Radiant, with Radiant surviving the merger and becoming a wholly owned subsidiary of Borrower.

“Real Estate Asset” means, at any time of determination, any interest (fee, leasehold or otherwise) then owned by any Credit Party in any real property.

“Recipient” means, as applicable, (a) Administrative Agent, (b) any Lender or (c) any Issuing Bank.

“Refinanced Indebtedness” as defined in the definition of “Permitted Refinancing”.

“Refinanced Revolving Commitment” as defined in Section 11.05(d).

“Refinanced Revolving Lender” as defined in Section 11.05(d).

“Refinanced Term Loan” as defined in Section 11.05(d).

“Refinancing Amendment” as defined in Section 11.05(d).

“Refunded Swing Line Loans” as defined in Section 2.03(b)(iv).

“Register” as defined in Section 2.07(a).

“Regulation D” means Regulation D of the Board of Governors, as in effect from time to time.

“Regulation FD” means Regulation FD as promulgated by the U.S. Securities and Exchange Commission under the Securities Act and Exchange Act as in effect from time to time.

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“Reimbursement Date” as defined in Section 2.04(d).

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Material), including the movement of any Hazardous Material through the air, soil, surface water or groundwater.

“Replacement Revolving Commitment Termination Date” means the date Replacement Revolving Commitments are permanently reduced to zero pursuant to the applicable Refinancing Amendment.

“Replacement Revolving Commitments” as defined in Section 11.05(d).

“Replacement Revolving Lender” as defined in Section 11.05(d).

“Replacement Revolving Loan” as defined in Section 11.05(d).

“Replacement Term Loan Maturity Date” means the date on which the applicable Replacement Term Loans become due and payable in full pursuant to the applicable Refinancing Amendment.

“Replacement Term Loans” as defined in Section 11.05(d).

“Repricing Transaction” means the prepayment or refinancing of all or a portion of the Term Loans of a given Series with the incurrence by Borrower of any credit facility financing having an effective Weighted Average Yield that is less than the Weighted Average Yield of the Term Loans of such Series, including without limitation, as may be effected through any amendment to this Agreement relating to the interest rate for, or Weighted Average Yield of, such Term Loans; provided that the term Repricing Transaction shall not include a prepayment or refinancing of all the credit facilities or the Term Loans under this Agreement in connection with a Permitted Acquisition, a Change of Control or any other transaction not permitted by this Agreement.

“Requisite Lenders” means one or more Lenders having or holding Term Loan Exposure and/or Revolving Exposure and representing more than 50% of the sum of (a) the aggregate Term Loan Exposure of all Lenders and (b) the aggregate Revolving Exposure of all Lenders.

“Reserved Funds” means for any Fiscal Year of Borrower, amounts not expended during such Fiscal Year, but designated by Borrower as committed or projected to be paid within 18 months after the end thereof, in each case in respect of one or more Consolidated Capital Expenditures, Investments or Permitted Acquisitions (collectively, a “Permitted Reserved Funds Use”), provided that as of any date of determination of Consolidated Excess Cash Flow, Borrower or one or more of its Restricted Subsidiaries has either (a) entered into a legally binding commitment to expend such funds on such Permitted Reserved Funds Use or (b) deposited such funds into a segregated account identified as the “Reserved Funds Account” to,

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and maintained with, Administrative Agent.  Any amounts designated as Reserved Funds may, to the extent no longer held or being used for a Permitted Reserved Funds Use, be redesignated by a certificate of a Financial Officer of Borrower to Administrative Agent, as no longer being Reserved Funds.

“Restricted Junior Payment” means (a) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock of Borrower or any of its Subsidiaries (or any direct or indirect parent of Borrower) now or hereafter outstanding, except a dividend payable solely in shares of that class of stock to the holders of that class; (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 stock of Borrower or any of its Restricted Subsidiaries (or any direct or indirect parent thereof) now or hereafter outstanding; (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 stock of Borrower or any of its Restricted Subsidiaries (or any direct or indirect parent of Borrower) now or hereafter outstanding; and (d) any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in substance or legal defeasance), sinking fund or similar payment with respect to, any Subordinated Indebtedness; provided, any Restricted Junior Payment not made in Cash will be calculated based upon the Fair Market Value of the relevant non-Cash assets.

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

“Revolving Commitment” means the commitment of a Lender to make or otherwise fund any Revolving Loan and to acquire participations in Letters of Credit and Swing Line Loans hereunder and “Revolving Commitments” means such commitments of all Lenders in the aggregate.  The amount of each Lender’s Revolving Commitment, if any, is set forth on Appendix A or in the applicable Assignment Agreement, Incremental Amendment, Refinancing Amendment or Extension Amendment subject to any adjustment or reduction pursuant to the terms and conditions hereof.  The aggregate amount of the Revolving Commitments as of the Closing Date is $200,000,000.

“Revolving Commitment Period” means the period from the Closing Date to but excluding the applicable Revolving Commitment Termination Date.

“Revolving Commitment Termination Date” means (x) with respect to the Revolving Commitments established on the Closing Date, the earliest to occur of (i) January 15, 2022, (ii) the date such Revolving Commitments are permanently reduced to zero pursuant to Section 2.13(b), and (iii) the date of the termination of the Revolving Commitments pursuant to Section 9.01,  or (y) with respect to any Series of New Revolving Loan Commitments, Replacement Revolving Commitment or Extended Revolving Commitments, the termination date set forth in the applicable Incremental Amendment, Refinancing Amendment or Extension Amendment.

“Revolving Exposure” means, with respect to any Lender as of any date of determination, (a) prior to the termination of the Revolving Commitments, that Lender’s Revolving Commitment; and (b) after the termination of the Revolving Commitments, the sum of (i) the aggregate outstanding principal amount of the Revolving Loans of that Lender, (ii) in

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the case of Issuing Bank, the aggregate Letter of Credit Usage in respect of all Letters of Credit issued by that Lender (net of any participations by Lenders in such Letters of Credit),  (iii) the aggregate amount of all participations by that Lender in any outstanding Letters of Credit or any unreimbursed drawing under any Letter of Credit, (iv) in the case of Swing Line Lender, the aggregate outstanding principal amount of all Swing Line Loans (net of any participations therein by other Lenders), and (v) the aggregate amount of all participations therein by that Lender in any outstanding Swing Line Loans.

“Revolving Extension” as defined in Section 2.25.

“Revolving Extension Offer” as defined in Section 2.25.

“Revolving Loan” means a Loan made by Lender to Borrower pursuant to Section 2.02(a) and includes New Revolving Loans, Replacement Revolving Loans and Extended Revolving Loans.

“Revolving Loan Lenders” means a Lender with Revolving Exposure.

“Revolving Loan Note” means a promissory note in the form of Exhibit B-2, as it may be amended, restated, supplemented or otherwise modified from time to time.

“S&P” means Standard & Poor’s, a Division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc.

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

“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, or by the United Nations Security Council, the United Kingdom (irrespective of its status vis-à-vis the European Union) or the European Union (or any member state thereof), (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union (or any member state thereof) or Her Majesty’s Treasury of the United Kingdom.

“Satellite” means any satellite owned by, or leased to, Borrower or any of its Restricted Subsidiaries, including, without limitation, any satellite purchased pursuant to the terms of a satellite purchase agreement, whether such satellite is in the process of manufacture, has been delivered for launch or is in orbit (whether or not in operational service).

“Secured Hedge Agreement” means a Hedge Agreement among one or more Credit Parties and a Lender Counterparty.

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“Secured Parties” has the meaning assigned to that term in the Security Agreement.

“Securities” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness for borrowed money, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing; provided that “Securities” shall not include any earn-out agreement or obligation or any employee bonus or other incentive compensation plan or agreement.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.

“Securities Pledge Agreement” means the Securities Pledge Agreement, dated as of the Closing Date, among the Collateral Agent, Borrower, each other Grantor and the other parties thereto.

“Security Agreement” means the Security Agreement, dated as of the Closing Date, among the Collateral Agent, Borrower, each other Grantor and the other parties thereto.

“Senior Representative” means, with respect to any series of Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt, Permitted Refinancing or Incremental Equivalent Debt, the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.

“Senior Secured Leverage Ratio” means, as of any date, the ratio of (a) the sum at such date of (i) the aggregate principal amount of all Loans under this Agreement and (ii) all other Consolidated Total Debt that is secured by a Lien to (b) Consolidated Adjusted EBITDA for the four Fiscal Quarter period ending on or most recently prior to such date for which financial statements have been delivered pursuant to Section 5.01.

“Series” means a series of Loans or Commitments that is fungible for U.S. federal income tax purposes and that shares the same maturity or termination date.

“Solvency Certificate” means a Solvency Certificate of the chief financial officer of Borrower substantially in the form of Exhibit F-2.

“Solvent” means, with respect to the Credit Parties, taken as a whole, that as of the date of determination, (a) the sum of debt (including contingent liabilities) of the Credit Parties, taken as a whole, does not exceed the present fair saleable value of the present assets of the Credit Parties, taken as a whole; (b) the capital of the Credit Parties, taken as a whole, is not unreasonably small in relation to the business of the Credit Parties, taken as a whole, as contemplated on the Closing Date or with respect to any transaction contemplated to be undertaken after the Closing Date, as contemplated as of the date thereof; and (c) the Credit

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Parties have not incurred and do not intend to incur, or believe (nor should they reasonably believe) that they will incur, debts beyond their ability to pay such debts as they become due (whether at maturity or otherwise).  For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

“Specified Acquisition Representations” means those representations and warranties set forth in the applicable acquisition or purchase agreement that are material to the interests of the Lenders, but only to the extent that Borrower (or an Affiliate thereof) has the right (determined without regard to any notice requirement) to terminate, or not to consummate, its obligations under such agreement as a result of such breach of such representation in such agreement.

“Specified Representations” means those representations and warranties set forth in Section 4.01, Section 4.03, Section 4.04(i)(1), Section 4.04(i)(2), Section 4.06, Section 4.16(d), Section 4.19, Section 4.23, Section 4.24 and Section 4.25.

“Subject Transaction” as defined in Section 1.02(b).

“Subordinated Indebtedness” means any subordinated debt that is subordinated in right of payment as permitted under Section 6.01.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; provided, in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding.

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

“Swing Line Commitment Period” means the period from the Closing Date to but excluding the Revolving Commitment Termination Date with respect to the Revolving Commitments established on the Closing Date (or such later date as may be agreed by the Swing Line Lender (in its sole and absolute discretion), including in connection with the extension of the Revolving Commitment Termination Date pursuant to Section 2.25).

“Swing Line Exposure” means, at any time, the aggregate principal amount of all Swing Line Loans outstanding at such time.  The Swing Line Exposure of any Lender at any time shall be its Applicable Percentage of the total  Swing Line Exposure at such time.

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“Swing Line Lender” means Barclays Bank PLC, in its capacity as Swing Line Lender hereunder, together with its permitted successors and assigns in such capacity.

“Swing Line Loan” means a Loan made by Swing Line Lender to Borrower pursuant to Section 2.03.

“Swing Line Note” means a promissory note in the form of Exhibit B-3, as it may be amended, restated, supplemented or otherwise modified from time to time.

“Swing Line Sublimit” means the lesser of (a) $20,000,000, and (b) the aggregate unused amount of Revolving Commitments then in effect.

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

“Telecommunications Approval” means an order, instrument or approval of any applicable Telecommunications Authority granting Borrower authority to construct, launch, operate and maintain each of the Satellites and TTC&M Facilities used in connection with the DigitalGlobe Business, including national and local telecommunications licenses and compliance with International Telecommunication Union procedures and requirements.

“Telecommunications Authority” means the FCC and NOAA, or any successor agency thereto.

“Term Loan” means a loan made by a Lender to Borrower pursuant to Section 2.01(a) and/or a New Term Loan and/or a Replacement Term Loan, as applicable.

“Term Loan Commitment” means the commitment of a Lender to make or otherwise fund a Term Loan and/or a New Term Loan and/or a Replacement Term Loan, as applicable, and  “Term Loan Commitments” means such commitments of all Lenders in the aggregate or with respect to the applicable Series of Term Loans, as applicable.  The amount of each Lender’s Term Loan Commitment, if any, is set forth on Appendix A or in the applicable Assignment Agreement, Incremental Amendment, Refinancing Amendment or Extension Amendment, subject to any adjustment or reduction pursuant to the terms and conditions hereof.  The aggregate amount of the Term Loan Commitments as of the Closing Date is $1,275,000,000.

“Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Term Loans of a given Series of such Lender; provided, at any time prior to the making of the Term Loans of a given Series, the Term Loan Exposure of any Lender shall be equal to such Lender’s Term Loan Commitment with respect to such Series.

“Term Loan Extension” as defined in Section 2.25.

“Term Loan Extension Offer” as defined in Section 2.25.

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“Term Loan Lender” means each Lender has a Term Loan Commitment or is a holder of a Term Loan.

“Term Loan Maturity Date” means (a) with respect to the Term Loans made on the Closing Date, the earlier of (i) January 15, 2024, and (ii) the date on which all Term Loans shall become due and payable in full hereunder, whether by acceleration or otherwise, (b) with respect a Series of New Term Loans, the  New Term Loan Maturity Date as set forth in the applicable Incremental Amendment, (c) with respect to a Series of Replacement Term Loans, the Replacement Term Loan Maturity Date as set forth in the applicable Refinancing Amendment and (d) with respect to a Series of Extended Term Loans, the final maturity date with respect to such Extended Term Loans as set forth in the applicable Extension Amendment, as applicable.

“Term Loan Note” means a promissory note in the form of Exhibit B-1, as it may be amended, restated, supplemented or otherwise modified from time to time.

“Total Failure” has the meaning ascribed to that term or a term substantially similar to such term in the launch and initial operations insurance or the in-orbit insurance Borrower or any Restricted Subsidiary of Borrower obtains pursuant to Section 5.05, whichever is then in effect.

“Total Utilization of Revolving Commitments” means, as at any date of determination, the sum of (i) the aggregate principal amount of all outstanding Revolving Loans (other than Revolving Loans made for the purpose of repaying any Refunded Swing Line Loans or reimbursing any Issuing Bank for any amount drawn under any Letter of Credit, but not yet so applied), (ii) the aggregate principal amount of all outstanding Swing Line Loans, and (iii) the Letter of Credit Usage.

“Transaction Costs” means the fees, costs and expenses payable by Borrower or any of Borrower’s Restricted Subsidiaries in connection with the Transactions.

“Transactions” means, collectively, (a) the execution, delivery and performance by the Credit Parties of the Credit Documents to which they are a party and the making of the Loans hereunder, (b) the repayment of all amounts due or outstanding under or in respect of, and the termination of, the Existing Credit Facility, (c) the completion of the Existing Notes Tender Offer, (d) the completion of the Existing Notes Redemption and (e) the payment of the Transaction Costs.

“TTC&M Facilities” means the facilities and other ground equipment necessary for the tracking, telemetry, control and monitoring of any Satellite operated by or on behalf of Borrower or any Restricted Subsidiary of Borrower in connection with the DigitalGlobe Business.

“Type of Loan” means (i) with respect to either Term Loans or Revolving Loans, a Base Rate Loan or a Eurodollar Rate Loan, and (ii) with respect to Swing Line Loans, a Base Rate Loan.

“U.S. Government Obligations” means obligations issued or directly and fully guaranteed or insured by the United States of America or by any agent or instrumentality thereof, provided that the full faith and credit of the United States of America is pledged in support thereof.

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“U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code.

“U.S. Tax Certificate” has the meaning assigned to such term in Section 2.20(f)(ii)(D)(2).

“UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect from time to time in any applicable jurisdiction.

“Unrestricted Subsidiary” means any Subsidiary of Borrower that at the time of determination has previously been designated, and continues to be, an Unrestricted Subsidiary in accordance with Section 5.14.

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

“Weighted Average Yield” means with respect to any Loan or any other loan or other Indebtedness, on any date of determination, the weighted average yield to maturity, in each case, to be determined by Administrative Agent consistent with generally accepted financial practice, after giving effect to interest rates and bases, margins, floors, upfront or similar fees or original issue discount shared with all lenders or holders thereof (with original issue discount and upfront fees being equated to interest rate assuming a four-year life to maturity of such Indebtedness), but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders thereof as of the date of such determination.

“Withholding Agent” means any Credit Party or Administrative Agent.

“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.

Section 1.02                            Accounting Terms; Certain Pro Forma Adjustments.

(a)                                 Accounting Terms.  Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if Administrative Agent notifies Borrower that the Requisite Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on

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the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.  All terms of an accounting or financial nature (including, without limitation, the definitions of Capital Lease, Consolidated Interest Expense, Consolidated Total Debt and Indebtedness) shall be construed without giving effect to any changes to the current GAAP accounting model for leases of the type described in the FASB and IASB joint exposure draft published on May 16, 2013 entitled “Leases (Topic 842)” or otherwise arising out of the FASB project on lease accounting described in such exposure draft.  Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of Borrower or any Restricted Subsidiary at “fair value”, as defined therein.

(b)                                 Certain Pro Forma Adjustments.  With respect to any period during which a Permitted Acquisition (including the Radiant Acquisition) or other acquisition or Investment permitted hereunder with Acquisition Consideration in excess of $10 million or an Asset Sale has occurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in Article 7 and any calculation of the Leverage Ratio or the Senior Secured Leverage Ratio and for purposes of determining the Applicable Commitment Fee Percentage and any other purpose under this Agreement, Consolidated Adjusted EBITDA, Consolidated Total Debt and Consolidated Interest Expense shall be calculated with respect to such period on a pro forma basis including

(i)                                     pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission and

(ii)                                  pro forma adjustments determined in good faith by Borrower arising out of operating and other expense reductions attributable to such Subject Transaction being given pro forma effect that (1) have been realized or (2) will be implemented and realized within 18 months following such transaction and are reasonably identifiable and factually supportable and quantifiable and, in each case, including expected cost savings resulting from head count reduction, closure of facilities and similar restructuring charges and expenses, operating expense reductions and “run-rate” synergies related to the Subject Transaction which pro forma adjustments shall be certified by the Financial Officer of Borrower,

in each case as certified by the Financial Officer of Borrower using the historical financial statements of any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Borrower and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior

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to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period); provided that the adjustments made pursuant to clause (ii) of this Section 1.02(b) with respect to the Radiant Acquisition or any other Permitted Acquisition or other acquisition or Investment permitted hereunder shall be without duplication of the amounts included, and shall be subject to the limitations contained, in clause (xiii) or (xiv) of the definition of Consolidated Adjusted EBITDA.

(c)                                  Limited Condition Acquisitions.  Notwithstanding anything to the contrary in this Agreement, solely for purposes of (i) measuring the relevant financial ratios and basket availability with respect to the incurrence of any Indebtedness (including any Incremental Facilities) or Liens or the making of any Investments or Restricted Junior Payments or (ii) determining compliance with the representations and warranties or the occurrence of any Default or Event of Default, in each case, in connection with a Limited Condition Acquisition, if Borrower has made an LCA Election with respect to such Limited Condition Acquisition, the date of determination of whether any such action is permitted hereunder shall be deemed to be the date on which the definitive documentation with respect to such Limited Condition Acquisition is entered into (the “LCA Test Date”) and, if, after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Fiscal Quarter ending prior to the LCA Test Date, a Default or Event of Default shall not then have occurred and be continuing and Borrower could have taken such action on the relevant LCA Test Date in compliance with such financial ratio, basket, representation or warranty, such financial ratio, basket, representation or warranty and such condition with respect to the lack of Default or Event of Default shall be deemed to have been complied with.  If Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any financial ratio or basket availability on or following the relevant LCA Test Date and prior to the earlier of (x) the date on which such Limited Condition Acquisition is consummated or (y) the date the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such financial ratio or basket availability shall be calculated (and tested) (I) on a pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated and (II) with respect to the making of any Restricted Junior Payments, on a standalone basis without giving effect to such Limited Condition Acquisition and other transactions in connection therewith.

Section 1.03                            Interpretation, Etc.  Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference.  References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided.  The use herein of the word “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general

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statement, term or matter.  The terms “lease” and “license” shall include sub-lease and sub-license, as applicable.  References to agreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated or otherwise modified from time to time (subject to any applicable restrictions hereunder).

ARTICLE 2.
LOANS AND LETTERS OF CREDIT

Section 2.01                            Term Loans.

(a)                                 Loan Commitments.  Subject to the terms and conditions hereof, each Lender with a Term Loan Commitment on the Closing Date severally agrees to make, a Term Loan to Borrower in an amount equal to such Lender’s Term Loan Commitment on the Closing Date and each Lender with a Term Loan Commitment after the Closing Date agrees to make a Term Loan to Borrower in accordance with the applicable Incremental Amendment, Refinancing Amendment or Extension Amendment.  Any amount borrowed under this Section 2.01(a) and subsequently repaid or prepaid may not be reborrowed.  Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Term Loans of a given Series shall be paid in full no later than the Term Loan Maturity Date applicable thereto.  Each Lender’s Term Loan Commitment on the Closing Date shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Term Loan Commitment on such date.  Each other Term Loan Commitment shall terminate immediately and without further action on the date set forth in the applicable Incremental Amendment, Refinancing Amendment or Extension Amendment.

(b)                                 Borrowing Mechanics for Term Loans.

(i)                                     With respect to each Series of Term Loans, Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than 12:00 p.m. (New York City time) three days prior to the applicable Funding Date (or such shorter period as may be agreed by Administrative Agent).  Promptly upon receipt by Administrative Agent of a Funding Notice, Administrative Agent shall notify each applicable Lender of the proposed borrowing on the applicable Funding Date.  Notwithstanding the foregoing, Administrative Agent may agree to shorter time periods with respect to a Funding Notice.

(ii)                                  Each Lender with a Term Loan Commitment with respect to the Series of Term Loans to be borrowed on the applicable Funding Date shall make its Term Loan with respect to such Series in respect of such Term Loan Commitment available to Administrative Agent not later than 12:00 p.m. (New York City time) on the Funding Date, by wire transfer of same day funds in Dollars, at the Principal Office designated by Administrative Agent.  Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of such Term Loans available to Borrower on the Funding Date by causing an amount of same day funds in

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Dollars equal to the proceeds of all such Term Loans received by Administrative Agent from Lenders to be credited to the account of Borrower as may be designated in writing to Administrative Agent by Borrower.

Section 2.02                            Revolving Loans.

(a)                                 Revolving Commitments.  During the Revolving Commitment Period, subject to the terms and conditions hereof, each Lender severally agrees to make Revolving Loans to Borrower in an aggregate amount up to but not exceeding such Lender’s Revolving Commitment; provided, that no Revolving Loans may be made/extended on the Closing Date; provided, further that after giving effect to the making of any Revolving Loans in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect.  Amounts borrowed pursuant to this Section 2.02(a) may be repaid and reborrowed during the Revolving Commitment Period.  Each Lender’s Revolving Commitment of a given Series shall expire on the Revolving Commitment Termination Date applicable thereto and all Revolving Loans related thereto and all other amounts owed hereunder with respect to such Revolving Loans and such Revolving Commitments shall be paid in full no later than such date.

(b)                                 Borrowing Mechanics for Revolving Loans.

(i)                                     Except pursuant to Section 2.04(d), Revolving Loans that are Base Rate Loans shall be made in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, and Revolving Loans that are Eurodollar Rate Loans shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount.

(ii)                                  Whenever Borrower desires that Lenders make Revolving Loans, Borrower shall deliver to Administrative Agent a fully executed and delivered Funding Notice no later than 12:00 p.m. (New York City time) at least three Business Days in advance of the proposed Credit Date in the case of a Eurodollar Rate Loan, and at least one Business Day in advance of the proposed Credit Date in the case of a Revolving Loan that is a Base Rate Loan.  Except as otherwise provided herein, a Funding Notice for a Revolving Loan that is a Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to make a borrowing in accordance therewith.

(iii)                               Notice of receipt of each Funding Notice in respect of Revolving Loans, together with the amount of each Lender’s Pro Rata Share thereof, if any, together with the applicable interest rate, shall be provided by Administrative Agent to each applicable Lender with reasonable promptness, but (provided Administrative Agent shall have received such Funding Notice by 12:00 p.m. (New York City time)) not later than 3:00 p.m. (New York City time) on the same day as Administrative Agent’s receipt of such Funding Notice from Borrower.

(iv)                              Each applicable Lender shall make the amount of its Revolving Loan available to Administrative Agent not later than 2:00 p.m. (New York City time) on the applicable Credit Date by wire transfer of same day funds in Dollars, at the Principal

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Office of Administrative Agent.  Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of such Revolving Loans available to Borrower on the applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited to the account of Borrower as may be designated in writing to Administrative Agent by Borrower.

Section 2.03                            Swing Line Loans.

(a)                                 Swing Line Loans Commitments.  During the Swing Line Commitment Period, subject to the terms and conditions hereof, Swing Line Lender may, from time to time in its discretion, agree to make Swing Line Loans to Borrower in the aggregate amount up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to the making of any Swing Line Loan, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect.  Amounts borrowed pursuant to this Section 2.03 may be repaid and reborrowed during the Swing Line Commitment Period.  Swing Line Lender’s Revolving Commitment shall expire upon the last day of the Swing Line Commitment Period and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans and the Revolving Commitments shall be paid in full no later than such date.

(b)                                 Borrowing Mechanics for Swing Line Loans.

(i)                                     Swing Line Loans shall be made in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount.

(ii)                                  Whenever Borrower desires that Swing Line Lender make a Swing Line Loan, Borrower shall deliver to Administrative Agent a Funding Notice no later than 12:00 p.m. (New York City time) on the proposed Credit Date.

(iii)                               Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 3:00 p.m. (New York City time) on the applicable Credit Date by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office.  Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of such Swing Line Loans available to Borrower on the applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Swing Line Loans received by Administrative Agent from Swing Line Lender to be credited to such account as may be designated in writing to Administrative Agent by Borrower.

(iv)                              With respect to any Swing Line Loans which have not been voluntarily prepaid by Borrower pursuant to Section 2.13, Swing Line Lender may at any time in its sole and absolute discretion deliver to Administrative Agent (with a copy to Borrower), no later than 12:00 p.m. (New York City time) at least one Business Day in advance of the proposed Credit Date, a notice (which shall be deemed to be a Funding Notice given by Borrower) requesting that each Lender holding a Revolving Commitment make Revolving Loans that are Base Rate Loans to Borrower on such Credit Date in an

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amount equal to the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given which Swing Line Lender requests Lenders to prepay.  Anything contained in this Agreement to the contrary notwithstanding, (1) the proceeds of such Revolving Loans made by the Lenders other than Swing Line Lender shall be immediately delivered by Administrative Agent to Swing Line Lender (and not to Borrower) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (2) on the day such Revolving Loans are made, Swing Line Lender’s Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by Swing Line Lender to Borrower, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note of Swing Line Lender but shall instead constitute part of Swing Line Lender’s outstanding Revolving Loans to Borrower and shall be due under the Revolving Loan Note issued by Borrower to Swing Line Lender.  Borrower hereby authorizes Administrative Agent and Swing Line Lender to charge Borrower’s accounts with Administrative Agent and Swing Line Lender (up to the amount available in each such account) in order to immediately pay Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of such Revolving Loans made by Lenders, including the Revolving Loans deemed to be made by Swing Line Lender, are not sufficient to repay in full the Refunded Swing Line Loans.  If any portion of any such amount paid (or deemed to be paid) to Swing Line Lender should be recovered by or on behalf of Borrower from Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by Section 2.17.

(v)                                 If for any reason Revolving Loans are not made pursuant to Section 2.03(b)(iv) in an amount sufficient to repay any amounts owed to Swing Line Lender in respect of any outstanding Swing Line Loans on or before the third Business Day after demand for payment thereof by Swing Line Lender, each Lender holding a Revolving Commitment shall be deemed to, and hereby agrees to, have purchased a participation in such outstanding Swing Line Loans in an amount equal to its Pro Rata Share of the applicable unpaid amount together with accrued interest thereon.  Upon one Business Day’s notice from Swing Line Lender, each Lender holding a Revolving Commitment shall deliver to Swing Line Lender an amount equal to its respective participation in the applicable unpaid amount in same day funds at the Principal Office of Swing Line Lender.  In the event any Lender holding a Revolving Commitment fails to make available to Swing Line Lender the amount of such Lender’s participation as provided in this paragraph, Swing Line Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon for three Business Days at the rate customarily used by Swing Line Lender for the correction of errors among banks and thereafter at the Base Rate, as applicable.

(vi)                              Notwithstanding anything contained herein to the contrary,

(A)                               each Lender’s obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to the second preceding paragraph and each Lender’s obligation to purchase a participation in any unpaid

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Swing Line Loans pursuant to the immediately preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including

(1)                                 any set off, counterclaim, recoupment, defense or other right which such Lender may have against Swing Line Lender, any Credit Party or any other Person for any reason whatsoever;

(2)                                 the occurrence or continuation of a Default or Event of Default;

(3)                                 any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Credit Party;

(4)                                 any breach of this Agreement or any other Credit Document by any party thereto; or

(5)                                 any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing;

provided that such obligations of each Lender are subject to the condition that Swing Line Lender had not received prior notice from Borrower or the Requisite Lenders that any of the conditions under Section 3.02 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans, were not satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made; and

(B)                               Swing Line Lender shall not be obligated to make any Swing Line Loans

(1)                                 if it has elected not to do so after the occurrence and during the continuation of a Default or Event of Default,

(2)                                 if it does not in good faith believe that all conditions under Section 3.02 to the making of such Swing Line Loan have been satisfied or waived by the Requisite Lenders or

(3)                                 at a time when any Lender is a Defaulting Lender unless Swing Line Lender has entered into arrangements contemplated by Section 2.21(c) hereof reasonably satisfactory to it and Borrower to eliminate Swing Line Lender’s risk with respect to the Defaulting Lender’s participation in such Swing Line Loan, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the outstanding Swing Line Loans.

(c)                                  Resignation and Removal of Swing Line Lender.  Swing Line Lender may resign as Swing Line Lender upon 30 days prior written notice to Administrative Agent, Lenders and Borrower.  Swing Line Lender may be replaced at any time by written agreement among

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Borrower, Administrative Agent, the replaced Swing Line Lender (provided that no consent will be required if the replaced Swing Line Lender has no Swing Line Loans outstanding or such Swing Line Loans will be prepaid on the effective date of removal) and the successor Swing Line Lender.  Administrative Agent shall notify the Lenders of any such replacement of Swing Line Lender.  At the time any such replacement or resignation shall become effective, (i) Borrower shall prepay any outstanding Swing Line Loans made by the resigning or removed Swing Line Lender, (ii) upon such prepayment, the resigning or removed Swing Line Lender shall surrender any Swing Line Note held by it to Borrower for cancellation, and (iii) Borrower shall issue, if so requested by the successor Swing Line Loan Lender, a new Swing Line Note to the successor Swing Line Lender, in the principal amount of the Swing Line Sublimit then in effect and with other appropriate insertions. From and after the effective date of any such replacement or resignation, (x) any successor Swing Line Lender shall have all the rights and obligations of a Swing Line Lender under this Agreement with respect to Swing Line Loans made thereafter and (y) references herein to the term “Swing Line Lender” shall be deemed to refer to such successor or to any previous Swing Line Lender, or to such successor and all previous Swing Line Lenders, as the context shall require.

Section 2.04                            Issuance of Letters of Credit and Purchase of Participations Therein.

(a)                                 Letters of Credit.  During the applicable Letter of Credit Commitment Period with respect to any given Issuing Bank, subject to the terms and conditions hereof, such Issuing Bank agrees to issue Letters of Credit (or amend, renew or extend an outstanding Letter of Credit) for the account of Borrower for the benefit of the Borrower or any of its Restricted Subsidiaries in the aggregate amount up to but not exceeding such Issuing Bank’s Individual Letter of Credit Sublimit; provided, that

(i)                                     each Letter of Credit shall be denominated in Dollars;

(ii)                                  the stated amount of each Letter of Credit shall not be less than $50,000 or such lesser amount as is acceptable to the applicable Issuing Bank;

(iii)                               after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect;

(iv)                              after giving effect to such issuance, in no event shall (A) the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect and (B) (1) the sum of (I) the maximum aggregate amount which is, or at any time thereunder may become, available for drawing under all Letters of Credit then outstanding issued by such Issuing Bank and (II) the aggregate amount of all drawings under such Letters of Credit honored by such Issuing Bank and not theretofore reimbursed by or on behalf of Borrower exceed (2) such Issuing Bank’s Individual Letter of Credit Sublimit;

(v)                                 in no event shall any standby Letter of Credit have an expiration date later than the earlier of (A) five days prior to the Revolving Commitment Termination Date and (B) the date which is one year from the date of issuance of such standby Letter of Credit;

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(vi)                              in no event shall any commercial Letter of Credit (A) have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (B) be required to be issued without the consent of the applicable Issuing Bank; and

(vii)                           no Issuing Bank shall have any obligation to issue any Letter of Credit, if after giving effect to such issuance, the aggregate Letter of Credit Usage in respect of all Letters of Credit issued by that Issuing Bank exceeds its Revolving Commitments.

Subject to the foregoing, an Issuing Bank may agree that a standby Letter of Credit issued by it will automatically be extended for one or more successive periods not to exceed one year each (but not beyond the date that is five days prior to the Revolving Commitment Termination Date), unless such Issuing Bank elects not to extend for any such additional period; provided, an Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at such time Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, an Issuing Bank shall not be required to issue any Letter of Credit unless such Issuing Bank has entered into arrangements contemplated by Section 2.21(c) reasonably satisfactory to it and Borrower to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.  For the avoidance of doubt, Borrower may request any Issuing Bank to issue a Letter of Credit so long as the requirements of this Section 2.04 are satisfied and shall not be required to request a Letter of Credit be issued by any particular Issuing Bank.

(b)                                 Notice of Issuance.  Whenever Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent and the applicable Issuing Bank an Issuance Notice no later than 12:00 p.m. (New York City time) at least five Business Days (in the case of standby letters of credit) or five Business Days (in the case of commercial letters of credit), or in each case such shorter period as may be agreed to by the applicable Issuing Bank in any particular instance, in advance of the proposed date of issuance.  Upon satisfaction or waiver of the conditions set forth in Section 3.02, the applicable Issuing Bank shall issue the requested Letter of Credit only in accordance with such Issuing Bank’s standard operating procedures.  Upon the issuance of any Letter of Credit or amendment or modification to a Letter of Credit, the applicable Issuing Bank shall promptly notify each Lender with a Revolving Commitment of such issuance, which notice shall be accompanied by a copy of such Letter of Credit or amendment or modification to a Letter of Credit and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.04(e).

(c)                                  Responsibility of Issuing Bank with Respect to Requests for Drawings and Payments.  In determining whether to honor any drawing under any Letter of Credit by the beneficiary thereof, the applicable Issuing Bank shall be responsible only to examine the documents delivered under such Letter of Credit with reasonable care so as to ascertain whether they appear on their face to be in accordance with the terms and conditions of such Letter of Credit.  As between Borrower and any Issuing Bank, Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by an Issuing Bank by, the respective beneficiaries of such Letters of Credit.  In furtherance and not in limitation of the foregoing, no Issuing Bank shall be responsible for:

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(i)                                     the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged;

(ii)                                  the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such 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;

(iii)                               failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit;

(iv)                              errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher;

(v)                                 errors in interpretation of technical terms;

(vi)                              any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof;

(vii)                           the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or

(viii)                        any consequences arising from causes beyond the control of any Issuing Bank, including any Governmental Acts; none of the above shall affect or impair, or prevent the vesting of, any of any Issuing Bank’s rights or powers hereunder.

Without limiting the foregoing and in furtherance thereof, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit issued by such Issuing Bank or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not give rise to any liability on the part of such Issuing Bank to Borrower.  Notwithstanding anything to the contrary contained in this Section 2.04(c), Borrower shall retain any and all rights it may have against an Issuing Bank for any liability arising solely out of the gross negligence or willful misconduct of such Issuing Bank as determined by a final, non-appealable judgment of a court of competent jurisdiction.

(d)                                 Reimbursement by Borrower of Amounts Drawn or Paid under Letters of Credit.  In the event an Issuing Bank has determined to honor a drawing under a Letter of Credit, it shall immediately notify Borrower and Administrative Agent, and Borrower shall reimburse such Issuing Bank on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date”) in an amount in Dollars and in same day funds equal to the amount of such honored drawing; provided, anything contained herein to the contrary notwithstanding, (i) unless Borrower shall have notified Administrative Agent and such Issuing Bank prior to 12:00 p.m. (New York City time) on the date such drawing is honored that Borrower intends to reimburse such Issuing Bank for the amount of such honored drawing with

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funds other than the proceeds of Revolving Loans, Borrower shall be deemed to have given a timely Funding Notice to Administrative Agent requesting Lenders with Revolving Commitments to make Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing, and (ii) subject to satisfaction or waiver of the conditions specified in Section 3.02, Lenders with Revolving Commitments shall, on the Reimbursement Date, make Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Bank for the amount of such honored drawing; and provided further, if for any reason proceeds of Revolving Loans are not received by such Issuing Bank on the Reimbursement Date in an amount equal to the amount of such honored drawing, Borrower shall reimburse such Issuing Bank, on demand, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Revolving Loans, if any, which are so received.  Nothing in this Section 2.04(d) shall be deemed to relieve any Lender with a Revolving Commitment from its obligation to make Revolving Loans on the terms and conditions set forth herein, and Borrower shall retain any and all rights it may have against any such Lender resulting from the failure of such Lender to make such Revolving Loans under this Section 2.04(d).

(e)                                  Lenders’ Purchase of Participations in Letters of Credit.  Immediately upon the issuance of each Letter of Credit, each Lender having a Revolving Commitment shall be deemed to have purchased, and hereby agrees to irrevocably purchase, from the applicable Issuing Bank a participation in such Letter of Credit and any drawings honored thereunder in an amount equal to such Lender’s Pro Rata Share (with respect to the Revolving Commitments) of the maximum amount which is or at any time may become available to be drawn thereunder.  In the event that Borrower shall fail for any reason to reimburse such Issuing Bank as provided in Section 2.04(d), such Issuing Bank shall promptly notify each Lender with a Revolving Commitment of the unreimbursed amount of such honored drawing and of such Lender’s respective participation therein based on such Lender’s Pro Rata Share of the Revolving Commitments.  Each Lender with a Revolving Commitment shall make available to Administrative Agent, for the account of such Issuing Bank, an amount equal to its respective participation, in Dollars and in same day funds, no later than 12:00 p.m. (New York City time) on the first Business Day after the date notified by such Issuing Bank.  In the event that any Lender with a Revolving Commitment fails to make available to Administrative Agent on such Business Day the amount of such Lender’s participation in such Letter of Credit as provided in this Section 2.04(e), such Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon for three Business Days at the rate customarily used by such Issuing Bank for the correction of errors among banks and thereafter at the Base Rate.  Nothing in this Section 2.04(e) shall be deemed to prejudice the right of any Lender with a Revolving Commitment to recover from an Issuing Bank any amounts made available by such Lender to such Issuing Bank pursuant to this Section in the event that the payment with respect to a Letter of Credit in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Bank.  In the event an Issuing Bank shall have been reimbursed by other Lenders pursuant to this Section 2.04(e) for all or any portion of any drawing honored by such Issuing Bank under a Letter of Credit, such Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under this Section 2.04(e) with respect to such honored drawing such Lender’s Pro Rata Share of all payments subsequently received by such Issuing Bank from Borrower in reimbursement of such honored drawing when such payments are

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received.  Any such distribution shall be made to a Lender at its primary address set forth in the Register.

(f)                                   Obligations Absolute.  The obligation of Borrower to reimburse each Issuing Bank for drawings honored under the Letters of Credit issued by it and to repay any Revolving Loans made by Lenders pursuant to Section 2.04(d) and the obligations of Lenders under Section 2.04(e) shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms hereof under all circumstances including any of the following circumstances:

(i)                                     any lack of validity or enforceability of any Letter of Credit;

(ii)                                  the existence of any claim, set off, defense or other right which Borrower or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), Issuing Bank, Lender or any other Person or, in the case of a Lender, against Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between Borrower or one of its Restricted Subsidiaries and the beneficiary for which any Letter of Credit was procured);

(iii)                               any draft or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(iv)                              payment by an Issuing Bank under any Letter of Credit against presentation of a draft or other document which does not substantially comply with the terms of such Letter of Credit;

(v)                                 any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Borrower or any of its Restricted Subsidiaries;

(vi)                              any breach hereof or any other Credit Document by any party thereto;

(vii)                           any other circumstance or happening whatsoever, whether or not similar to any of the foregoing; or

(viii)                        the fact that an Event of Default or a Default shall have occurred and be continuing;

provided, in each case, that payment by such Issuing Bank under the applicable Letter of Credit shall not have constituted gross negligence or willful misconduct of such Issuing Bank under the circumstances in question as determined by a final, non-appealable judgment of a court of competent jurisdiction.

(g)                                  Indemnification.  Without duplication of any obligation of Borrower under Section 11.02 or 11.03, in addition to amounts payable as provided herein, Borrower hereby agrees to protect, indemnify, pay and save harmless each Issuing Bank from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including

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reasonable fees, expenses and disbursements of one counsel) which such Issuing Bank may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit by such Issuing Bank, other than as a result of (A) the gross negligence or willful misconduct of such Issuing Bank as determined by a final, non-appealable judgment of a court of competent jurisdiction or (B) the wrongful dishonor by such Issuing Bank of a proper demand for payment made under any Letter of Credit issued by it.

(h)                                 Resignation and Removal of Issuing Bank.  An Issuing Bank may resign as Issuing Bank upon 60 days prior written notice to Administrative Agent, Lenders and Borrower.  An Issuing Bank may be replaced at any time by written agreement among Borrower, Administrative Agent, the replaced Issuing Bank (provided that no consent will be required if the replaced Issuing Bank has no Letters of Credit or reimbursement obligations with respect thereto outstanding) and the successor Issuing Bank.  Administrative Agent shall notify the Revolving Loan Lenders of any such replacement of such Issuing Bank.  At the time any such replacement or resignation shall become effective, Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank.  From and after the effective date of any such replacement or resignation, (i) any successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require.  After the replacement or resignation of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement or resignation, but shall not be required to issue additional Letters of Credit.

(i)                                     Cash Collateral.  If any Event of Default shall occur and be continuing, on the Business Day that Borrower receives notice from Administrative Agent or the Requisite Lenders (or, if the maturity of the Loans has been accelerated, Lenders with participation obligations under Section 2.04(e) in respect of Letter of Credit Usage representing greater than 50% of the total Letter of Credit Usage) demanding the deposit of cash collateral pursuant to this paragraph, Borrower shall deposit in an account designated by Administrative Agent, in the name of Administrative Agent (or its designee), subject to an account control agreement reasonably satisfactory to Administrative Agent and Collateral Agent and for the benefit of the Lenders, an amount in cash equal to the Letter of Credit Usage as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to Borrower described in Section 9.01(f) or Section 9.01(g).  Such deposit shall be held by Administrative Agent as collateral for the payment and performance of the obligations of Borrower under this Agreement.  Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account.  Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of Administrative Agent and at Borrower’s risk and expense, such deposits shall not bear interest.  Interest or profits, if any, on such investments shall accumulate in such account.  Moneys in such account shall be applied by Administrative Agent to reimburse each Issuing Bank for any disbursements under Letters of Credit made by it and for which it has not been

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reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of Borrower for the Letter of Credit Usage at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with participation obligations under Section 2.04(e) in respect of Letter of Credit Usage representing greater than 50% of the total Letter of Credit Usage), be applied to satisfy other obligations of Borrower under this Agreement.  If Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to Borrower within three Business Days after all Events of Default have been cured or waived.

(j)                                    Appointment of Additional Issuing Banks.  Borrower may, at any time and from time to time with the consent of Administrative Agent (which consent shall not be unreasonably withheld or delayed) and such Revolving Loan Lender, designate one or more additional Revolving Loan Lenders to act as an issuing bank under the terms of this Agreement, subject to reporting requirements reasonably satisfactory to Administrative Agent with respect to issuances, amendments, extensions and terminations of Letters of Credit by such additional issuing bank.  Any Revolving Loan Lender designated as an issuing bank pursuant to this Section 2.04(j) shall be deemed to be an “Issuing Bank” (in addition to being a Lender) in respect of Letters of Credit issued or to be issued by such Revolving Loan Lender and, with respect to such Letters of Credit, such term shall thereafter apply to such Lender.

Section 2.05                            Pro Rata Shares; Availability of Funds .

(a)                                 Pro Rata Shares.  All Loans shall be made, and all required participations purchased, by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall any Term Loan Commitment or any Revolving Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby.

(b)                                 Availability of Funds.  Unless Administrative Agent shall have been notified by any Lender prior to the applicable Credit Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Credit Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Credit Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower a corresponding amount on such Credit Date.  If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate.  If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Credit Date until the date such

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amount is paid to Administrative Agent, at the rate payable hereunder for Base Rate Loans for such Class of Loans.  Nothing in this Section 2.05(b) shall be deemed to relieve any Lender from its obligation to fulfill its Term Loan Commitments and Revolving Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder.

Section 2.06                            Use of Proceeds.

(a)                                 The proceeds of the Term Loans made on the Closing Date shall be applied by Borrower to (w) complete the Existing Notes Redemption and Existing Notes Tender Offer, (x) repay all amounts outstanding under, and terminate, the Existing Credit Agreement and (y) pay the Transaction Costs and after application of such proceeds in accordance with clauses (w), (x) and (y), any remaining proceeds may be used for working capital and general corporate purposes of Borrower and its Restricted Subsidiaries.  The proceeds of the Revolving Loans, Swing Line Loans and Letters of Credit made after the Closing Date shall be applied by Borrower for working capital and general corporate purposes of Borrower and its Restricted Subsidiaries, including Permitted Acquisitions and Restricted Junior Payments.

(b)                                 No portion of the proceeds of any Credit Extension shall be used in any manner that causes or might cause such Credit Extension or the application of such proceeds to violate Regulation T, Regulation U or Regulation X of the Board of Governors or any other regulation thereof or to violate the Exchange Act.

(c)                                  Borrower will not request any Credit Extension, and Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees, agents, affiliates and advisors shall not use, the proceeds of any Credit Extension (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or Anti-Terrorism Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Section 2.07                            Register; Lenders’ Books and Records; Notes.

(a)                                 Register.  Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and the Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”).  The entries in the Register shall be conclusive in the absence of manifest error, and Borrower, Administrative Agent, each Issuing Bank and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.  The Register shall be available for inspection by Borrower or any Lender (with respect to any entry relating to such Lender’s Loans) at any reasonable time and from time to time upon reasonable prior notice.  Administrative Agent shall record, or shall cause to be recorded, in the Register the Commitments and the Loans in accordance with the provisions of Section 11.06, and each repayment or prepayment in respect of the principal amount of the Loans, and any such

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recordation shall be conclusive and binding on Borrower and each Lender, absent manifest error; provided, that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitments or Borrower’s Obligations in respect of any Loan.  Borrower hereby designates Administrative Agent to serve as Borrower’s non-fiduciary agent solely for purposes of maintaining the Register as provided in this Section 2.07, and Borrower hereby agrees that, to the extent Administrative Agent serves in such capacity, Administrative Agent and its officers, directors, employees, agents, sub-agents and affiliates shall constitute “Indemnitees”.

(b)                                 Notes.  If so requested by any Lender by written notice to Borrower (with a copy to Administrative Agent) at least two Business Days prior to the Closing Date, or at any time thereafter, Borrower shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 11.06) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after Borrower’s receipt of such notice) a Note or Notes to evidence such Lender’s Term Loan, New Term Loan, Replacement Term Loan, Extended Term Loan, Revolving Loan, New Revolving Loan, Replacement Revolving Loan, Extended Revolving Loan or Swing Line Loan, as the case may be.

Section 2.08                            Interest on Loans.

(a)                                 Except as otherwise set forth herein, each Class of Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether upon acceleration or otherwise) thereof as follows:

(i)                                     in the case of Term Loans and Revolving Loans:

(A)                               if a Base Rate Loan, at the Base Rate plus the Applicable Margin for such Class and Series of Loan; or

(B)                               if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin for such Class and Series of Loan; and

(ii)                                  in the case of Swing Line Loans, at the Base Rate plus the Applicable Margin for Revolving Loans made pursuant to the Revolving Commitments established on the Closing Date.

(b)                                 The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only), and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Borrower and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be.

(c)                                  In connection with Eurodollar Rate Loans there shall be no more than ten (10) Interest Periods outstanding at any time.  In the event Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then current Interest Period

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for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan).  In the event Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/ Continuation Notice, Borrower shall be deemed to have selected an Interest Period of one month.  As soon as practicable after 12:00 p.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof in writing to Borrower and each Lender.

(d)                                 Interest payable pursuant to Section 2.08(a) shall be computed (i) in the case of Base Rate Loans based on the Prime Rate on the basis of a 365 day or 366 day year, as the case may be, and (ii) otherwise, on the basis of a 360 day year, in each case for the actual number of days elapsed in the period during which it accrues.  In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or the last Interest Payment Date with respect to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan.

(e)                                  Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date unless such Loans are being refinanced in full.

(f)                                   Borrower agrees to pay to each Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by such Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrower at a rate equal to (i) for the period from the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans issued under the Revolving Commitments established on the Closing Date (if in effect) (and if not then in effect, issued under such other Revolving Commitments then in effect), in each case, that are Base Rate Loans, and (ii) thereafter, a rate which is 2% per annum in excess of the rate of interest otherwise payable pursuant to clause (i).

(g)                                  Interest payable pursuant to Section 2.08(f) shall be computed on the basis of a 365/366 day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on demand or, if no demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full.  Promptly upon receipt by an Issuing Bank

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of any payment of interest pursuant to Section 2.08(f), such Issuing Bank shall distribute to Administrative Agent, for the account of each Revolving Loan Lender, out of the interest received by such Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which such Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit.  In the event an Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, such Issuing Bank shall distribute to Administrative Agent, for the account of each Lender which has paid all amounts payable by it under Section 2.04(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by such Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which such Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrower.

Section 2.09                            Conversion/Continuation.

(a)                                 Subject to Section 2.18, Borrower shall have the option:

(i)                                     to convert at any time all or any part of any Term Loan or Revolving Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless Borrower shall pay all amounts due  under Section 2.18 in connection with any such conversion; or

(ii)                                  upon the expiration of any Interest Period applicable to any Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan.

(b)                                 Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 12:00 p.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan).  Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.  If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

(c)                                  Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and Administrative Agent, at the request of the Requisite Lenders, so notifies Borrower, then, so long as an Event of Default is continuing (i) no outstanding Loan may

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be converted to or continued as a Eurodollar Rate Loan and (ii) unless repaid, each Eurodollar Rate Loan shall be converted to a Base Rate Loan at the end of the then current Interest Period applicable thereto.

Section 2.10                            Default Interest.  Upon the occurrence and during the continuance of an Event of Default under Section 9.01(a), (f) or (g), the principal amount of all Loans outstanding and, to the extent permitted by applicable law, any interest payments on the Loans or any fees or other amounts owed hereunder, shall thereafter bear interest (including post-petition interest in any proceeding under the Bankruptcy Code or other applicable bankruptcy laws) payable on demand at a rate that is 2% per annum in excess of the highest interest rate otherwise payable hereunder with respect to the applicable Loans (or, in the case of any such fees and other amounts, at a rate which is 2% per annum in excess of the interest rate otherwise payable hereunder for Base Rate Loans that are Revolving Loans).  Payment or acceptance of the increased rates of interest provided for in this Section 2.10 is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Administrative Agent or any Lender.

Section 2.11                            Fees.

(a)                                 Subject to Section 2.21, Borrower agrees to pay to Lenders having Revolving Exposure:

(i)                                     with respect to each Series of Revolving Commitments, commitment fees equal to the average of the daily difference between (1) the Revolving Commitments with respect to such Series and (2) the aggregate principal amount of (x) all outstanding Revolving Loans (for the avoidance of doubt, excluding Swing Line Loans) with respect to such Series plus (y) the Letter of Credit Usage (multiplied by a fraction, the numerator of which is the aggregate principal amount of the Revolving Commitments with respect to such Series and the denominator of which is the aggregate principal amount of all Revolving Commitments), times (3) the Applicable Commitment Fee Percentage with respect to such Series; and

(ii)                                  letter of credit fees equal to (A) the Applicable Margin for Revolving Loans issued under the Revolving Commitments that are established on the Closing Date (if in effect) (and if not in effect, issued under such other Revolving Commitments then in effect), in each case, that are Eurodollar Rate Loans, times (B) the average aggregate daily maximum amount available to be drawn under all such Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination).

All fees referred to in this Section 2.11(a) shall be paid to Administrative Agent at its Principal Office and upon receipt, Administrative Agent shall promptly distribute to each Lender its Pro Rata Share thereof.

(b)                                 Borrower agrees to pay directly to Issuing Bank, for its own account, the following fees:

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(i)                                     a fronting fee equal to 0.125%, per annum, times the average aggregate daily maximum amount available to be drawn under all Letters of Credit (determined as of the close of business on any date of determination); and

(ii)                                  such documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with Issuing Bank’s standard schedule for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be.

(c)                                  All fees referred to in Section 2.11(a) and 2.11(b)(i) shall be calculated on the basis of a 360 day year and the actual number of days elapsed and shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year during the Revolving Commitment Period, commencing on March 31, 2017, and on the Revolving Commitment Termination Date.

(d)                                 Borrower agrees to pay on the Closing Date to each Revolving Loan Lender with a Revolving Commitment on the Closing Date, as fee compensation for such Commitment, a closing fee in an amount equal to 0.50% of the aggregate principal amount of such Revolving Commitment on the Closing Date and to each Term Loan Lender with a Term Loan Commitment on the Closing Date, as fee compensation for such Commitment, a closing fee in an amount equal to 0.25% of the aggregate principal of such Term Loan Commitment on the Closing Date.  Such closing fees will be in all respects fully earned, due and payable on the Closing Date and non-refundable and non-creditable thereafter.

(e)                                  In addition to any of the foregoing fees, Borrower agrees to pay to Agents such other fees in the amounts and at the times separately agreed upon.

Section 2.12                            Scheduled Payments/Commitment Reductions.  The principal amounts of the Term Loans made on the Closing Date shall be repaid (i) in consecutive quarterly installments, on the last Business Day of each Fiscal Quarter, beginning with the first full Fiscal Quarter ending after the Closing Date and ending with the last Fiscal Quarter ending prior to the Term Loan Maturity Date applicable thereto (each such payment, an “Installment”) in the aggregate principal amount for each such quarterly Installment equal to (x) the outstanding principal amount of Term Loans on the Closing Date multiplied by (y) 0.25% and (ii) to the extent of the remainder of the outstanding principal amount thereof, together with all other amounts owed hereunder with respect thereto, on the Term Loan Maturity Date applicable thereto; provided, in the event any New Term Loans, Replacement Term Loans or Extended Term Loans are made, such New Term Loans, Replacement Term Loans or Extended Term Loans shall be repaid on the dates and in the amounts specified in the applicable Incremental Amendment, Refinancing Amendment or Extension Amendment. Notwithstanding the foregoing, Installments shall be reduced in connection with any voluntary or mandatory prepayments of the Term Loans in accordance with Sections 2.13, 2.14 and 2.15, as applicable.