SEVENTH AMENDMENT TO CREDIT AGREEMENT (Extension Amendment, Incremental Loan Assumption Agreement & Assignment and Acceptance)

Exhibit 10.1

Execution Version

SEVENTH AMENDMENT TO CREDIT AGREEMENT

(Extension Amendment, Incremental Loan Assumption Agreement & Assignment and Acceptance)

This SEVENTH AMENDMENT, dated as of January 24, 2019 (this “Amendment”), is made by and among CSC Holdings, LLC (as successor by merger to Neptune ▇▇▇▇▇ Corp.) as borrower (the “Borrower”), each of the other Loan Parties signatory hereto, the several banks and financial institutions listed on Schedule 1A hereto as holders of 2019 Incremental Revolving Credit Commitments (as defined below) (each, in such capacity, a “2019 Incremental Revolving Credit Lender” and, collectively, the “2019 Incremental Revolving Credit Lenders”), the 2019 Extended Revolving Credit Lenders (as defined below) and, together with the 2019 Incremental Revolving Credit Lenders, in their respective capacities the “2019 Revolving Credit Lenders” and each in their respective capacities a “2019 Revolving Credit Lender”), each of the L/C Issuers and Swing Line Lenders signatory hereto and JPMorgan Chase Bank, N.A. as administrative agent (the “Administrative Agent”) for the Lenders and, with respect to Section 6 below only, the several banks and financial institutions parties hereto as Assignors (as defined below) and the several banks and financial institutions parties hereto as Assignees (as defined below). Except as otherwise provided herein, all capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement (as defined below).

RECITALS:

WHEREAS, reference is hereby made to the Credit Agreement, dated as of October 9, 2015, as amended by the First Amendment to Credit Agreement, dated as of June 20, 2016, the Incremental Loan Assumption Agreement, dated as of June 21, 2016, the Incremental Loan Assumption Agreement, dated as of July 21, 2016, the Second Amendment to Credit Agreement (Extension Amendment), dated as of September 9, 2016, the Third Amendment to Credit Agreement (Extension Amendment, Incremental Loan Assumption Agreement & Assignment and Acceptance), dated as of December 9, 2016 (the “Third Extension Amendment”), the Fourth Amendment to Credit Agreement (Incremental Loan Assumption Agreement & Refinancing Amendment), dated as of March 15, 2017, the Fifth Amendment to Credit Agreement (Incremental Loan Assumption Agreement), dated as of January 12, 2018, the Sixth Amendment to Credit Agreement (Incremental Loan Assumption Agreement), dated as of October 15, 2018 and the Issuer Acknowledgment and Supplement to Credit Agreement, dated as of November 27, 2018 (as may be further amended, restated, modified or supplemented from time to time, including pursuant to this Amendment, the “Credit Agreement”), by and among the Borrower, the Lenders party thereto from time to time, the Administrative Agent, the Security Agent and the other parties thereto from time to time;

WHEREAS, pursuant to Section 2.22 of the Credit Agreement, the Borrower may establish Incremental Revolving Credit Commitments with banks, financial institutions and other institutional lenders who will become Incremental Revolving Credit Lenders (which, for the avoidance of doubt, may be existing or additional Lenders);

WHEREAS, pursuant to Sections 2.23 and 9.08 of the Credit Agreement, the Borrower, the Guarantors, the 2019 Extended Revolving Credit Lenders and the Administrative Agent are entering into this Amendment in order to establish the terms of the 2019 Extended Revolving Credit Commitments and 2019 Extended Revolving Credit Loans;

WHEREAS, (i) the Borrower and the 2019 Incremental Revolving Credit Lenders desire to establish Incremental Revolving Credit Commitments in an aggregate principal amount of $282,500,000 in accordance with Section 2.22 of the Credit Agreement and (ii) the Borrower and the 2019 Extended Revolving Credit Lenders desire to establish Extended Revolving Credit Commitments in an aggregate principal amount of $1,887,500,000;

WHEREAS, subject to the terms and conditions of the Credit Agreement, each 2019 Revolving Credit Lender may assign to one or more Eligible Assignees all or a portion of its interest, rights and obligations under the Credit Agreement party hereto;

WHEREAS, subject to the terms and conditions of the Credit Agreement, each 2019 Revolving Credit Lender party hereto, if it is not already a Lender thereunder, shall become a Lender pursuant to this Amendment; and

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

1.                                      Establishment of the 2019 Revolving Credit Commitments.

(a)                Subject to the satisfaction of the conditions precedent set forth in Section 2 hereof and effective as of the date on which such conditions precedent are satisfied (the “Effective Date”), and in accordance with the provisions of the Credit Agreement, including Section 2.22 of the Credit Agreement:

(i)                                     there is hereby established under the Credit Agreement a new Class of Incremental Revolving Credit Commitments;

(ii)                                  such Incremental Revolving Credit Commitments shall be referred to as the “2019 Incremental Revolving Credit Commitments”, and the Loans made pursuant to the 2019 Incremental Revolving Credit Commitments shall be referred to as the “2019 Incremental Revolving Credit Loans”;

(iii)                               the aggregate principal amount of the 2019 Incremental Revolving Credit Commitments is $282,500,000; and

(iv)                              such 2019 Incremental Revolving Credit Commitments and 2019 Incremental Revolving Credit Loans shall have the terms and provisions set forth in Section 1 and Section 3 of this Amendment.

(b)                Subject to the satisfaction of the conditions precedent set forth in Section 2 hereof and effective as of the Effective Date, and in accordance with the provisions of the Credit Agreement, including Section 2.23 of the Credit Agreement:

(i)                                     there is hereby established under the Credit Agreement a new Class of Extended Revolving Credit Commitments;

(ii)                                  such Extended Revolving Credit Commitments shall be referred to as the”2019 Extended Revolving Credit Commitments”, and together with the 2019 Incremental Revolving Credit

Commitments, the “2019 Revolving Credit Commitments”, and the

(iii)          Loans made pursuant to the 2019 Extended Revolving Credit Commitments shall be referred to as the “2019 Extended Revolving Credit Loans”, and together with the 2019 Incremental Revolving Credit Loans, the “2019 Revolving Credit Loans”;

(iv)                              the aggregate principal amount of the 2019 Extended Revolving Credit Commitments is $1,887,500,000; and

(v)                                 such 2019 Extended Revolving Credit Commitments and 2019 Extended Revolving Credit Loans shall have the terms and provisions set forth in Section 1 and Section 3 of this Amendment.

(c)                 Each Lender holding 2016 Extended Revolving Credit Commitments (as defined in the Third Extension Amendment (including, for the avoidance of doubt, Additional Revolving Commitments (as defined in the Third Extension Amendment))) that executes and delivers a signature page to this Amendment prior to the Effective Date (such Lender, a “2019 Extended Revolving Credit Lender”) agrees that an amount equal to the entire aggregate principal amount of its 2016 Extended Revolving Credit Commitments and/or 2016 Extended Revolving Credit Loans (each as defined in the Third Extension Amendment (including, for the avoidance of doubt, Additional Revolving Loans (as defined in the Third Extension Amendment))) is hereby converted into an equal principal amount of 2019 Extended Revolving Credit Commitments and/or 2019 Extended Revolving Credit Loans (as applicable) on the Effective Date. Schedule 1B sets forth each 2019 Extended Revolving Credit Lender and its 2019 Extended Revolving Credit Commitment as of the date hereof.  In addition, any Lender may, at any time, exchange Existing Revolving Credit Commitments (as defined below) for an equal amount of 2019 Revolving Credit Commitments with the written consent of the Administrative Agent, the Borrower, the Lender holding such Existing Revolving Credit Commitments and the Lender providing such equal amount of 2019 Revolving Credit Commitments (which Lenders may be the same Person) pursuant to assignment documentation reasonable acceptable to the Administrative Agent and the Borrower.

(d)                As of the Effective Date (i) each of the 2019 Incremental Revolving Credit Lenders hereby agrees to make available the Incremental Revolving Credit Commitment set forth opposite its name on Schedule 1A hereto pursuant to and in accordance with Section 2.22 of the Credit Agreement and (ii) each of the 2019 Extending Revolving Credit Lenders hereby agrees to make available the Extending Revolving Credit Commitment set forth opposite its name on Schedule 1B hereto pursuant to and in accordance with Section 2.23 of the Credit Agreement. The 2019 Revolving Credit Commitments provided pursuant to this Amendment shall be subject to all of the terms and conditions in the Credit Agreement and this Amendment, and shall be entitled to all the benefits afforded by the Credit Agreement and the other Loan Documents, and shall, without limiting the foregoing,

benefit equally and ratably from the Facility Guaranty, liens and security interests created by the Security Documents.

(e)                 From (and including) the Effective Date, the 2019 Incremental Revolving Credit Commitments and 2019 Extended Revolving Credit Commitments, and the 2019 Incremental Revolving Credit Loans and the 2019 Extended Revolving Credit Loans, shall constitute a single Class of Commitments and Loans, as applicable, having identical terms as set forth herein.

(f)                  The 2019 Incremental Revolving Credit Commitments shall constitute “Commitments”, “Revolving Credit Commitments”, “Incremental Revolving Credit Commitments”, “Other Revolving Credit Loan Commitments” and “Participating Revolving Credit Commitments”, as the context may require, the 2019 Incremental Revolving Credit Loans shall constitute “Loans”, “Revolving Credit Loans”, “Incremental Revolving Loans” and “Other Revolving Credit Loans”, as the context may require, each 2019 Incremental Revolving Credit Lender shall be a “Revolving Credit Lender”, “Incremental Revolving Credit Lender”, “Participating Revolving Credit Lender” and a “Lender” and the Administrative Agent shall be an “Incremental Arranger”, in each case, for all purposes under the Credit Agreement and the other Loan Documents. The 2019 Extended Revolving Credit Commitments shall constitute “Commitments”, “Revolving Credit Commitments”, “Extended Revolving Credit Commitments” and “Participating Revolving Credit Commitments”, as the context may require, the 2019 Extended Revolving Credit Loans shall constitute “Loans” and “Revolving Credit Loans”, and each of the 2019 Extended Revolving Credit Lenders shall be an “Extending Lender”, “Revolving Credit Lender”, “Participating Revolving Credit Lender” and a “Lender”, in each case, for all purposes under the Credit Agreement and the other Loan Documents. This Amendment shall be an “Incremental Assumption Agreement” (insofar as it relates to the 2019 Incremental Revolving Credit Loan Commitments and the 2019 Incremental Revolving Credit Loans), an “Extension Amendment”, “Extension Election” (insofar as it relates to the 2019 Extended Revolving Credit Loan Commitments and the 2019 Extended Revolving Credit Loans) and a “Loan Document”, as the context may require. The draft of this Amendment which was provided to the Administrative Agent on November 21, 2018 shall constitute an “Extension Request”.

(g)                 The 2019 Revolving Credit Loan Commitments will mature on January 31, 2024 (the “Maturity Date”).

(h)                At the option of the Borrower, the permanent repayment of 2019 Revolving Credit Loans with respect to, and termination or reduction of, 2019 Revolving Credit Commitments, may be made on a pro rata basis, less than pro rata basis or greater than pro rata basis with Revolving Credit Loans under any other Revolving Credit Commitments.  For purposes of Sections 2.23(a)(z)(B)(i) and clause (iii)(B)(x) of the third sentence of Section 2.22(b) of the Credit Agreement, the parties hereby agree that the 2019 Revolving Credit Commitments and the 2019 Revolving Credit Loans shall be administered on a pro rata basis with the Existing Revolving Credit Commitments.

(i)                    As of the Effective Date, in accordance with Section 5 hereof or as otherwise directed by the Administrative Agent in its reasonable discretion, each of

the 2019 Revolving Credit Lenders shall assign to each of the other 2019 Revolving Credit Lenders, and each of the 2019 Revolving Credit Lenders shall purchase from each of the other 2019 Revolving Credit Lenders, at the principal amount thereof, such interests in any Revolving Credit Loans outstanding as of the Effective Date, if any, and such participations in Letters of Credit and Swing Line Loans outstanding as of the Effective Date, if any, as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans and participations in Letters of Credit and Swing Line Loans will be held by the 2019 Revolving Credit Lenders ratably in accordance with their 2019 Revolving Credit Commitments after giving effect to this Amendment.  Each 2019 Revolving Credit Lender hereby agrees to take all actions as the Administrative Agent in consultation with the Borrower shall reasonably deem necessary to effect the foregoing.

(j)                   The Borrower and the Administrative Agent hereby consent, pursuant to Section 9.04(b) of the Credit Agreement, to the inclusion as a “Lender” of each 2019 Revolving Credit Lender that is party to this Amendment to the extent such consent would be required pursuant to Section 9.04(b) of the Credit Agreement.  For the avoidance of doubt, the Administrative Agent and each 2019 Incremental Revolving Credit Lender hereby agree that the 10 Business Day minimum period in clause (ii) of the third sentence of Section 2.22(a) of the Credit Agreement shall not apply to the 2019 Incremental Revolving Credit Commitments. For the avoidance of doubt, the Administrative Agent and each of the 2019 Extended Revolving Credit Lenders hereby agree that 5 Business Day minimum period set forth in Section 2.23(b) of the Credit Agreement shall not apply to the 2019 Extended Revolving Credit Commitments. Each L/C Issuer and Swing Line Lender hereby consents to the designation of the 2019 Revolving Credit Commitments as Participating Revolving Credit Commitments; provided that, any continuation of such commitments, to the extent extended pursuant to Section 2.23 of the Credit Agreement or otherwise, as Participating Revolving Credit Commitments, shall require the prior written consent of each L/C Issuer and Swing Line Lender.

(k)                Each 2019 Revolving Credit Lender (i) confirms that it has received a copy of the Credit Agreement and the Intercreditor Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 4.10(a)(1) and (a)(2) of Annex I to the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent or any other Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, Revolving Credit Lender, Incremental Revolving Credit Lender, Extending Lender and Participating Revolving Credit Lender.

(l)                    With respect to the 2019 Revolving Credit Loans, (A) references in Section 1.07 of the Credit Agreement to “Required Lenders” shall be deemed to refer to the Required Revolving Credit Lenders, (B) the Applicable Margin for the 2019 Revolving Credit Loans is (1) with respect to any ABR Loan, 1.25% per annum and (2) with respect to any Eurodollar Loan, 2.25% per annum and (C) with respect to the 2019 Revolving Credit Commitments, the applicable Revolving Commitment Fee Percentage is as set forth in Section 1.01 of the Credit Agreement.

(m)            For each 2019 Revolving Credit Lender, delivered herewith to the Administrative Agent or the Borrower, as applicable, are such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such 2019 Revolving Credit Lender may be required to deliver to the Administrative Agent or the Borrower, as applicable, pursuant to Section 2.20 of the Credit Agreement.

(n)                Except as set forth herein, the 2019 Revolving Credit Commitments and 2019 Revolving Credit Loans shall have the same terms and conditions as the 2016 Extended Revolving Credit Commitments and 2016 Extended Revolving Credit Loans (each as defined in the Third Extension Amendment) (such Commitments and Loans being referred together as the “Benchmark Class”).

2.                                      Effectiveness.  The effectiveness of this Amendment is subject to the satisfaction of the following conditions:

(a)                this Amendment shall have been duly executed by the Borrower, the other Loan Parties, the Administrative Agent, the L/C Issuers, the Swing Line Lenders and 2019 Revolving Credit Lenders representing 100% of the 2019 Revolving Credit Commitments;

(b)                immediately before and after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing;

(c)                 the representations and warranties set forth in Article III of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects (or in all respects to the extent qualified by materiality or Material Adverse Effect) on and as of the Effective Date (and, for the avoidance of doubt, including in respect of each Seventh Amendment Loan Document (as defined below)) with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case, such representations and warranties shall be true and correct in all material respects (or in all respects to the extent qualified by materiality or Material Adverse Effect) on and as of such earlier date; and

(d)                the Administrative Agent shall have received:

(i)                                     a legal opinion of Ropes & ▇▇▇▇ International LLP, New York counsel for the Borrower, in form reasonably acceptable to the Administrative Agent (i) dated the Effective Date, (ii) addressed to the Administrative Agent, the L/C Issuers and the 2019 Revolving Credit Lenders and (iii) covering such other matters relating to the Loan Documents as the Administrative Agent

shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions;

(ii)                                  a copy of a resolution of the board of directors or, if applicable, a committee of the board, or the sole member, managing member, general or limited partner, of each Loan Party (A) approving the terms of, and the transactions contemplated by, this Amendment and each other document executed or delivered by such Loan Party in order to give effect to the transactions contemplated hereunder (such documents, collectively, the “Seventh Amendment Loan Documents”) and resolving that it execute, deliver and perform its obligations under the Seventh Amendment Loan Documents to which it is a party; (B) authorizing a specified person or persons to execute the Seventh Amendment Loan Documents to which it is a party; and (C) authorizing a specified person or persons, on its behalf, to sign and/or deliver all documents and notices to be signed and/or delivered by it under or in connection with the Seventh Amendment Loan Documents to which it is a party;

(iii)                               a specimen of the signature of each person authorized by the resolution set forth above in relation to the Seventh Amendment Loan Documents;

(iv)                              a secretary’s certificate of each Loan Party in the form reasonably satisfactory to the Administrative Agent;

(v)                                 a certificate dated the Effective Date executed by a Responsible Officer of the Borrower certifying that immediately before and after giving effect to this Amendment (x) no Default or Event of Default shall have occurred and be continuing and (y) as to the matters set forth in Section 2(c) above; and

(vi)                              to the extent not already in possession of the 2019 Revolving Credit Lenders, at least 3 Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the 2019 Revolving Credit Lender at least five days prior to the date hereof.

(e)                 All accrued interest and fees in respect of all Existing Revolving Credit Commitments shall have been paid in full.

3.                                      Additional Amendments. On the Effective Date, (i) the Existing Credit Agreement (excluding Annexes (other than Annex I (Covenants) and Annex II (Additional Definitions)), Exhibits and Schedules thereto), (ii) Annex I (Covenants) to the Existing Credit Agreement and Annex II (Additional Definitions) to the Existing Credit Agreement, (iii) the Facility Guaranty and (iv) the Pledge Agreement, originally dated as of June 21, 2016, and as amended, supplemented or modified prior to the date hereof (the “Pledge Agreement”), are

hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the underlined text (indicated textually in the same manner as the following example: underlined text) as set forth (1) in the blackline of the Existing Credit Agreement attached as Schedule 2 hereto, (2) in the blacklines of Annex I (Covenants) to the Existing Credit Agreement and Annex II (Additional Definitions) to the Existing Credit Agreement attached as Schedule 3 hereto, (3) in the blackline of the Facility Guaranty attached as Schedule 4 hereto and (4) in the blackline of the Pledge Agreement attached as Schedule 5 hereto; provided that (a) the amendments set forth in Schedules 2, 3, 4 and 5 hereto (other than any amendments referred to in sub-clause (b)(i) and (b)(ii) below (in the case of sub-clause (b)(ii) as they apply to the 2019 Revolving Credit Commitments and the 2019 Revolving Credit Loans)) (the “Delayed Effectiveness Amendments”) shall become effective only if, and when, the Delayed Amendment Effective Date occurs and (b)(i) any amendments that correct errors or omissions or effect administrative changes that are not adverse to any Lender shall become effective immediately without the consent of any Lenders pursuant to Section 9.08(c) of the Existing Credit Agreement and (ii) the addition of Section 1.07 to the Existing Credit Agreement, the amendments to Section 2.09 of the Existing Credit Agreement, and any other amendments to the extent they directly affect the 2019 Revolving Credit Lenders and do not directly affect the Lenders under any other Class of Loans shall become effective immediately, in each case, solely with respect to the 2019 Revolving Credit Commitments and the 2019 Revolving Credit Loans (but not with respect to any other Loans) pursuant to Section 9.08(b)(v) of the Existing Credit Agreement).  For purposes of this Section 3, “Delayed Amendment Effective Date” means the first date on which the Delayed Effectiveness Amendments are approved by the requisite Lenders or percentage of Lenders pursuant to Section 9.08 of the Existing Credit Agreement such that such modifications are effective in respect of each Class of Loans and Commitments under the Credit Agreement. For purposes of this Section 3, “Existing Credit Agreement” shall refer to the Credit Agreement as it applies to the Benchmark Class.

4.                                      Refinancing.  On the Effective Date, and after giving effect to the transactions contemplate hereby, all Revolving Credit Commitments and Revolving Credit Loans in existence immediately prior to giving effect to this Amendment (the “Existing Revolving Credit Commitments”) held by 2019 Revolving Credit Lenders shall be automatically and without action by any Person reduced to $0.

5.                                      Notices.  All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 9.01 of the Credit Agreement. Notices and other communications to each 2019 Revolving Credit Lender shall be delivered to the address, facsimile number, electronic mail address or telephone number as set forth below such 2019 Revolving Credit Lender’s name on the signature pages hereto or at such other address as may be designated by such 2019 Revolving Credit Lender in a written notice from time to time to the Borrower and the Administrative Agent.

6.                                      Assignment and Acceptance; Consent to Assignment.

(a)                                 For an agreed consideration, each of the Lenders listed on Schedule 6 hereto under the heading “Assignor” (collectively, the “Assignors” and each, an “Assignor”) hereby irrevocably sells and assigns to the applicable Persons listed on Schedule 6 hereto under the heading “Assignee” immediately to the right of such Assignor (the “Assignee”), and each Assignee hereby irrevocably purchases and assumes from each applicable Assignor, subject to and in accordance with the Standard Terms and Conditions (attached hereto as Annex 1) and the Credit Agreement, as of the

Effective Date, (i) the interest in and to all of each applicable Assignor’s rights and obligations under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount identified in Schedule 6 hereto of all of the applicable Assignor’s outstanding rights and obligations under the facility identified in Schedule 6 hereto and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the applicable Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) of this Section 6(a) (the rights and obligations sold and assigned by each Assignor to each applicable Assignee pursuant to clauses (i) and (ii) of this Section 6(a) being referred to herein collectively as the “Assigned Interest”).  Such sale and assignment is without recourse to each applicable Assignor and, except as expressly provided in this Section, without representation or warranty by each applicable Assignor.

(b)                                 Subject to the satisfaction of the conditions precedent set forth in Section 2 hereof, and pursuant to and in accordance with Section 9.04 of the Credit Agreement, each of the Borrower and the Administrative Agent, each L/C Issuer and each Swing Line Lender hereby consents to each of the assignments referred to in Section 6(a) hereof.

7.                                      Entire Agreement.  As of the date hereof, this Amendment, the Credit Agreement and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof and thereof.

8.                                      Applicable Law. THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE) BASED UPON OR ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

9.                                      Severability.  If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

10.                               Counterparts.  This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission or other electronic

imaging means shall be effective as delivery of a manually executed counterpart of this Amendment.

11.                               Miscellaneous.  Except as amended or consented to hereby, the Credit Agreement and other Loan Documents remain unmodified and in full force and effect. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. Each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference to the “Credit Agreement”, “thereunder”, “thereof”, “therein” or words of like import referring to the Credit Agreement in any other Loan Document shall mean and be a reference to the Credit Agreement as amended hereby.  This Amendment shall constitute a Loan Document under the Credit Agreement and the other Loan Documents and, together with the other Loan Documents, constitute the entire agreement among the parties pertaining to the modification of the Loan Documents as herein provided and supersede any and all prior or contemporaneous agreements, promises and amendments relating to the subject matter hereof.

12.                               Reaffirmation. Subject to any limitation set forth in any Loan Document, each Loan Party hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Documents) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents as amended and/or supplemented hereby (including, without limitation, all Obligations resulting from or incurred pursuant to the 2019 Revolving Credit Commitments and the 2019 Revolving Credit Loans) and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations as amended hereby (including, without limitation, all Obligations resulting from or incurred pursuant to the 2019 Revolving Credit Loans and the 2019 Revolving Credit Commitments) pursuant to the Facility Guaranty.

13.                               Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)                the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Document which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b)                the effects of any Bail-in Action on any such liability, including, if applicable:

(i)                                     a reduction in full or in part or cancellation of any such liability;

(ii)                                  a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Amendment or any other Loan Document; or

(iii)          the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.

For the purposes of this Section 13 of this Amendment:

(a)                “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.

(b)                “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.

(c)                 “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.

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

(e)                 “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.

(f)                  “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.

(g)                 “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.

[Signature Pages to Follow]

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Amendment as of the date first mentioned above.

[Signature Page to Seventh Amendment to Credit Agreement]

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Amendment as of the date first mentioned above.

[Signature Page to Seventh Amendment to Credit Agreement]

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Amendment as of the date first mentioned above.

[Signature Page to Seventh Amendment to Credit Agreement]

[Signature Page to Seventh Amendment to Credit Agreement]

[Signature Page to Seventh Amendment to Credit Agreement]

[Signature Page to Seventh Amendment to Credit Agreement]

[Signature Page to Seventh Amendment to Credit Agreement]

[Signature Page to Seventh Amendment to Credit Agreement]

[Signature Page to Seventh Amendment to Credit Agreement]

[Signature Page to Seventh Amendment to Credit Agreement]

[Signature Page to Seventh Amendment to Credit Agreement]

[Signature Page to Seventh Amendment to Credit Agreement]

[Signature Page to Seventh Amendment to Credit Agreement]

[Signature Page to Seventh Amendment to Credit Agreement]

[Signature Page to Seventh Amendment to Credit Agreement]

[Signature Page to Seventh Amendment to Credit Agreement]

[Signature Page to Seventh Amendment to Credit Agreement]

Schedule 1A

2019 Incremental Revolving Credit Lenders

Schedule 1B

2019 Extended Revolving Credit Lenders

Schedule 2

[See attached]

SCHEDULE 13
to SecondSeventh Amendment

Conformed copy showing amendments under
(i) First Amendment to Credit Agreement, dated June 20, 2016;
(ii) Incremental Loan Assumption Agreement, dated June 21, 2016;
(iii) Incremental Loan Assumption Agreement, dated July 21, 2016; and
(iv) Second Amendment to Credit Agreement, dated September 9, 2016;

(v) Third Amendment to Credit Agreement, dated December 9, 2016;

(vi) Fourth Amendment to Credit Agreement, dated March 15, 2017;

(vii) Fifth Amendment to Credit Agreement, dated January 12, 2018;

(viii) Sixth Amendment to Credit Agreement, dated October 15, 2018; and

(ix) Seventh Amendment to Credit Agreement, dated January 24, 2019
but excluding certain specific terms (other than Applicable Margin) of the Classes of Incremental Loans and, Extended Term Loans, Extended Revolving Credit Commitments or Refinancing Loans outstanding under the Incremental Loan Assumption Agreements and Extension Amendmentthe amendments referred to above, as applicable

CREDIT AGREEMENT

DATED AS OF
October 9, 2015

AMONG

NEPTUNE ▇▇▇▇▇ CORP.,
AS BORROWER

THE LENDERS PARTY HERETO

AND

JPMORGAN CHASE BANK, N.A.,

AS ADMINISTRATIVE AGENT

JPMORGAN CHASE BANK, N.A.,
AS SECURITY AGENT

BARCLAYS BANK PLC and

BNP PARIBAS SECURITIES CORP.,

AS CO-SYNDICATION AGENTS

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK,

DEUTSCHE BANK SECURITIES INC.,

ROYAL BANK OF CANADA,

SOCIÉTÉ GÉNÉRALE,

TD SECURITIES (USA) LLC and

THE BANK OF NOVA SCOTIA,

AS CO-DOCUMENTATION AGENTS

▇.▇.  ▇▇▇▇▇▇ SECURITIES LLC,
BARCLAYS BANK PLC,

BNP PARIBAS SECURITIES CORP.,

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK,

DEUTSCHE BANK SECURITIES INC.,

ROYAL BANK OF CANADA,

SOCIÉTÉ GÉNÉRALE,

TD SECURITIES (USA) LLC and

THE BANK OF NOVA SCOTIA,
AS JOINT BOOKRUNNERS AND LEAD
ARRANGERS

2

i

ii

iii

iv

SCHEDULES

EXHIBITS

v

CREDIT AGREEMENT, dated as of October 9, 2015 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among Neptune ▇▇▇▇▇ Corp., a Delaware corporation (“Merger Sub”, and at any time prior to the consummation of the Borrower Merger (as defined below) and as further defined in Section 1.01, the “Borrower”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I) party hereto and JPMorgan Chase Bank, N.A. (“JPM”), as administrative agent for the Loans (in such capacity, including any successor thereto, the “Administrative Agent”) for the Lenders and JPM as security agent (in such capacity, including any successor thereto, the “Security Agent”) for the Lenders.

WHEREAS, the Borrower has requested the Lenders to extend credit in the form of (i) Term Loans on the Funding Date, in an initial aggregate principal amount not in excess of $3,800,000,000.00 and (ii) Revolving Credit Commitments in an initial aggregate principal amount not in excess of $2,000,000,000.00.  The Revolving Credit Commitments permit the issuance of one or more Letters of Credit from time to time and the making of one or more Revolving Credit Loans and/or Swing Line Loans from time to time; and

WHEREAS, the Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein.

NOW THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01.           Defined Terms. Save where specified to the contrary or where defined in Annex II of this Agreement, defined terms used in this Agreement shall have the meanings specified below:

“2016 Extended Term Loan” shall have the meaning assigned to such term in the Second Amendment.

“2016 Extended Term Loan Maturity Date” shall mean October 11, 2024.

“ABR”, when used in reference to any Loan or Borrowing, shall refer to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“Acceptance DateAcceptable Discount” shall have the meaning assigned to such term in Section 2.12(c)(iv)(B).

“Acceptable DiscountPrepayment Amount” shall have the meaning assigned to such term in Section 2.12(c)(iv)(BC).

“Acceptable Prepayment AmountAcceptance Date” shall have the meaning assigned to such term in Section 2.12(c)(iv)(CB).

“Acquisition” shall mean the acquisition by one or more of the Permitted Holders (collectively, the “Purchaser”) of all of the outstanding equity interests of the Target.

“Acquisition Agreement” shall mean the agreement and plan of merger dated as of September 16, 2015 between, Altice N.V., Neptune Merger Sub Corp.  and the Target.

“Additional Lender” shall mean any Person that is not an existing Lender and has agreed to provide Incremental Loan Commitments pursuant to Section 2.22 or Refinancing Commitments pursuant to Section 2.24.

“Adjusted LIBO Rate” shall mean, with respect to any Eurodollar Borrowing for any Interest Period, (1) in the case of the Initial Term Loans, an interest rate per annum equal to the greater of (a) 1.00% per annum and (b) the LIBO Rate in effect for such Interest Period, (2) in the case of the 2016 Extended Term Loans, an interest rate per annum equal to the greater of (a) 0.75% per annum and (b) the LIBO Rate in effect for such Interest Period and, (3) in the case of the Initial Revolving Credit Loans, the 2016 Extended Revolving Credit Loans (as defined in the Third Extension Amendment) and the 2019 Revolving Credit Loans (as defined in the Seventh Incremental Assumption and Refinancing Agreement) an interest rate per annum equal to the LIBO Rate in effect for such Interest Period., (4) in the case of the March 2017 Incremental Term Loans (as defined in the Fourth Refinancing Amendment), an interest rate per annum equal to the greater of (a) 0% per annum and (b) the LIBO Rate in effect for such Interest Period, (5) in the case of the January 2018 Incremental Term Loans (as defined in the Fifth Incremental Assumption Agreement), an interest rate per annum equal to the greater of (a) 0% per annum and (b) the LIBO Rate in effect for such Interest Period, and (6) in the case of the October 2018 Incremental Term Loans (as defined in the Sixth Incremental Assumption Agreement), an interest rate per annum equal to the greater of (a) 0% per annum and (b) the LIBO Rate in effect for such Interest Period.

“Administrative Agent” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“Administrative Agent Fees” shall have the meaning assigned to such term in Section 2.05.

“Administrative Questionnaire” shall mean an Administrative Questionnaire in the form of Exhibit A, or such other form as may be supplied from time to time by the Administrative Agent.

“Affiliated Lender” shall mean, at any time, any Lender that is the Investor or any of its Affiliates and funds or partnerships managed or advised by them, but in any event excluding (1) any portfolio company of any of the forgoing and (2) any Group Member.

“Affiliated Lender Cap” shall have the meaning assigned to such term in Section 9.04(l)(iv).

“Affiliated Lender/Borrower Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender and the Borrower or an Affiliated Lender, as applicable, and accepted by the Administrative Agent, in the form of Exhibit E or such other form as shall be approved by the Administrative Agent.

“Agent Fee Letter” shall mean the Agent Fee Letter, dated as of October 9, 2015, among the Borrower and the Administrative Agent.

“Agents” shall have the meaning assigned to such term in Article VIII.

“Aggregate Revolving Credit Exposure” shall mean, at any time, the sum of the Revolving Credit Exposures of the Revolving Credit Lenders at such time.

“Agreement Currency” shall have the meaning assigned to such term in Section 9.21.

“All-In Yield” shall mean, as to any indebtedness, the yield thereof, whether in the form of interest rate, margin, original issue discount, upfront fees, an Adjusted LIBO Rate floor or an Alternate Base Rate floor (solely to the extent greater than any then applicable LIBO Rate or the Alternate Base Rate, as applicable), or other fees paid ratably to all lenders of such indebtedness, in each case, incurred or payable by the Borrower generally to all the lenders of such indebtedness; provided, that (a) OID and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the stated life to maturity at the time of its incurrence of the applicable Indebtedness), (b) “All-In Yield” shall not include arrangement fees, structuring fees, commitment fees, underwriting fees, success fees, ticking fees, consent or amendment fees and any similar fees (regardless of whether shared with, or paid to, in whole or in part, any or all lenders) and any other fees not paid ratably to all lenders of such indebtedness and (c) if any such indebtedness includes an Adjusted LIBO Rate or Alternate Base Rate floor that is greater than the Adjusted LIBO Rate or Alternate Base Rate floor then applicable to any Term Loans, such differential between interest rate floors shall be included in the calculation of the All-In Yield, but only to the extent an increase in the Adjusted LIBO Rate or Alternate Base Rate floor applicable to the Term Loans would cause an increase in the interest rate then in effect thereunder.

“Alternate Base Rate” shall mean, for any day, a rate per annum equal to the greatest of (a) the rate recently announced by the Administrative Agent at its principal office as its Prime Rate, which is not necessarily the lowest rate made available by the Administrative Agent, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1.00% and (c) the Adjusted LIBO 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 1.00%; provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the rate determined on such day at approximately 11:00 a.m. (London time) by reference to the ICE Benchmark Administration LIBOR Rate for deposits in dollars (as set forth by any commercially available source providing quotations of LIBOR selected by the Administrative Agent).  The Prime Rate announced by the Administrative Agent is evidenced by the recording thereof after its announcement in such internal publication as the Administrative Agent may designate.  Any change in the interest rate resulting from a change in the Prime Rate announced by the Administrative Agent shall become effective without prior notice to the Borrower as of 12:01 a.m. (New York City time) on the Business Day on which each change in the Prime Rate is announced by the Administrative Agent.  The Administrative Agent may make commercial or other loans to others at rates of interest at, above or below the Prime Rate.  If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the preceding sentence until the circumstances giving rise to such inability no longer exist.

“Applicable Discount” shall have the meaning assigned to such term in Section 2.12(c)(iii)(B).

“Applicable Margin” shall mean, for any day, (a) in respect of Initial Term Loans (i) with respect to any ABR Loan, 3.00% per annum and (ii) with respect to any Eurodollar Loan, 4.00% per annum; (b) in respect of 2016 Extended Term Loans (i) with respect to any ABR Loan, 2.00% per annum and (ii) with respect to any Eurodollar Loan, 3.00% per annum; and (c) in respect of Initial Revolving Credit Loans, June 2016 Additional Revolving Loans and, July 2016 Additional Revolving Loans and 2016 Extended Revolving Credit Loans (as defined in the Third Extension Amendment) (i) with respect to any ABR Loan, 2.25% per annum and (ii) with respect to any Eurodollar Loan, 3.25% per annum.; (d) in respect of March 2017 Incremental Term Loans (as defined in the Fourth Refinancing Amendment) (i) with respect to any ABR Loan, 1.25% per annum and (ii) with respect to any Eurodollar Loan, 2.25% per annum; (e) in respect of January 2018 Incremental Term Loans (as defined in the Fifth Incremental Assumption Agreement) (i) with respect to any ABR Loan, 1.50% per annum and (ii) with respect to any Eurodollar Loan, 2.50% per annum; (f) in respect of October 2018 Incremental Term Loans (as defined in the Sixth Incremental Assumption Agreement)  (i) with respect to any ABR Loan, 1.25% per annum and (ii) with respect to any Eurodollar Loan, 2.25% per annum; and (g) in respect of 2019 Revolving Credit Loans (as defined in the Seventh Incremental Assumption and Refinancing Agreement) (i) with respect to any ABR Loan, 1.25% per annum and (ii) with respect to any Eurodollar Loan, 2.25% per annum.

“Applicable Revolving Commitment Fee Percentage” shall mean, for the period from the Closing Date until the date a compliance certificate is delivered pursuant to Section 4.10 in Annex I calculating the Consolidated Net Senior Secured Leverage Ratio for the four fiscal quarter period ending as of the last day of the first full fiscal quarter following the Closing Date, a percentage, per annum equal to 0.50%, and thereafter a rate determined by reference to the Consolidated Net Senior Secured Leverage Ratio in effect from time to time as set forth below:

No change in the Applicable Revolving 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 the Compliance Certificate pursuant to Section 4.10 in Annex I calculating the Consolidated Net Senior Secured Leverage Ratio.  Furthermore no change in the Applicable Revolving Commitment Fee Percentage to Level II shall be effective if at the time of the proposed change an Event of Default has occurred and is continuing.  At any time the Borrower has not submitted to Administrative Agent the applicable financial statements and the Compliance Certificate as and when required under Section 4.10 in Annex I, the Applicable Revolving Commitment Fee Percentage shall be set at the percentage in the appropriate column for Level I in the table above as of the third Business Day after the date such information was required to be delivered until the date on which such information is delivered (on which date the Applicable Revolving Commitment Fee Percentage shall be set at the percentage based upon the Consolidated Net Senior Secured Leverage Ratio disclosed by such information).  Within five Business Days of receipt of the applicable financial statements and the Compliance Certificate under Section 4.10 in Annex I,

Administrative Agent shall give the Borrower and each Revolving Credit Lender fax, electronic mail or telephonic notice (confirmed in writing) of the Applicable Revolving Commitment Fee Percentage in effect from such date.  In the event that the Compliance Certificate delivered pursuant to Section 4.10 in Annex I is shown to be inaccurate (at a time when this Agreement is in effect and unpaid Obligations under this Agreement are outstanding (other than indemnities and other contingent obligations not yet due and payable)), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Revolving Commitment Fee Percentage for any period (an “Applicable Commitment Period”) than the Applicable Revolving Commitment Fee Percentage applied for such Applicable Commitment Period, then (i) Borrower shall immediately deliver to Administrative Agent a correct Compliance Certificate required by Section 4.10 in Annex I for such Applicable Commitment Period, (ii) the Applicable Revolving Commitment Fee Percentage for such Applicable Commitment Period shall be determined based on the corrected Compliance Certificate for that Applicable Commitment Period and (iii) the Borrower shall immediately pay to Administrative Agent the accrued additional interest owing as a result of such increased Applicable Revolving Commitment Fee Percentage for such Applicable Commitment Period.  Notwithstanding the foregoing, so long as an Event of Default described in Section 7.01(g) has not occurred with respect to the Borrower, such shortfall shall be due and payable within five (5) Business Days following the written demand therefor by the Administrative Agent and, so long as the Compliance Certificate reflecting such inaccuracy was prepared by the Borrower in good faith, no Default or Event of Default shall be deemed to have occurred as a result of such non-payment (and no such shortfall amount shall be deemed overdue or accrue interest at the rate calculated pursuant to Section 2.07) unless such shortfall amount is not paid on or prior to the fifth Business Day of such five (5) Business Day period.

“Appropriate Lender” shall mean, at any time, (a) with respect to Loans of any Class, the Lenders of such Class of Loans, (b) with respect to Letters of Credit, (i) the relevant L/C Issuers and (ii) the Revolving Credit Lenders and (c) with respect to Swing Line Loans, (i) the Swing Line Lenders and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.27(a), the Revolving Credit Lenders.

“Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Administrative Agent, in the form of Exhibit B or such other form as shall be approved by the Administrative Agent.

“Auction Manager” shall mean (a) the Administrative Agent or any of its Affiliates or (b) any other financial institution or advisor agreed by Borrower and Administrative Agent (whether or not an affiliate of the Administrative Agent) to act as an arranger in connection with any repurchases pursuant to Section 2.12(c) or Section 9.04(k).

“Audited Financial Statements” shall mean the audited consolidated balance sheets, consolidated statements of income, consolidated statements of comprehensive income, consolidated statements of stockholder’s deficiency and consolidated statement of cash flows of Target Opco for fiscal years ended December 31, 2012, December 31, 2013 and December 31, 2014 as filed on Form 10-K with the Securities and Exchange Commission.

“Auto-Extension Letter of Credit” shall have the meaning assigned to such term in Section 2.26(b)(iii).

“Available Currency” shall mean Dollars.

“Bank Meeting Date” shall mean September 21, 2015.

“Bank Rate” shall mean a rate per annum equal to the greater of (x) Federal Funds Effective Rate and (y) a rate reasonably determined by the relevant L/C Issuer in accordance with banking industry rules on interbank compensation.

“Bankruptcy Law” shall mean (a) ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code of 1978, as amended and (b) any other law of the United States (or, in each case, any political subdivision thereof) or any other jurisdiction or any political subdivision thereof relating to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization or relief of debtors or any amendment to, succession to or change in any such law.

“Bank Rate” shall mean a rate per annum equal to the greater of (x) Federal Funds Effective Rate and (y) a rate reasonably determined by the relevant L/C Issuer in accordance with banking industry rules on interbank compensation.

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

“Borrower” shall mean (a) prior to the Borrower Merger, Merger Sub and (b) upon the effectiveness of the Borrower Merger, Target Opco.

“Borrower Group” shall mean the Borrower and each Restricted Subsidiary.

“Borrower Materials” shall have the meaning assigned to such term in Section 9.01.

“Borrower Merger” shall mean the merger of Merger Sub with and into Target Opco, with Target Opco being the surviving corporation of the Borrower Merger.

“Borrower Offer of Specified Discount Prepayment” shall mean the offer by the Borrower to make a voluntary prepayment of Loans at a Specified Discount to par pursuant to Section 2.12(c)(ii).

“Borrower Solicitation of Discount Range Prepayment Offers” shall mean the solicitation by the Borrower of offers (such offers, “Discount Range Prepayment Offers”) for, and the corresponding acceptance by a Lender of, a voluntary prepayment of Loans at a specified range of discounts to par pursuant to Section 2.12(c)(iii).

“Borrower Solicitation of Discounted Prepayment Offers” shall mean the solicitation by the Borrower of offers (such offers, “Solicited Discounted Prepayment Offers”) for, and the subsequent acceptance, if any, by a Lender of, a voluntary prepayment of Loans at a discount to par pursuant to Section 2.12(c)(iv).

“Borrowing” shall mean a Revolving Credit Borrowing, a Swing Line Borrowing or a Term Borrowing, as the context may require.

“Borrowing Request” shall mean a request by the Borrower in accordance with the terms of Article II in relation to (i) a Revolving Credit Borrowing, substantially in the form set out in Exhibit C-1, (ii) a Swing Line Borrowing, substantially in the form set out in Exhibit C-2 or (iii) a Term Borrowing, substantially in the form set out in Exhibit C-3, or in each case, such other form as shall be approved by the Administrative Agent.

“Breakage Event” shall have the meaning assigned to such term in Section 2.16.

“Business Day” shall mean each day that is not a Saturday, Sunday or other day on which banking institutions in London, United Kingdom, or New York, New York, United States are authorized or required by law to close.

“Captive Insurance Affiliate” shall mean an Affiliate of the Borrower established for the purpose of, and to be engaged solely in the business of, insuring the businesses or facilities owned or operated by Borrower or any of its Subsidiaries or Affiliates or joint ventures or to insure related or unrelated businesses.

“Cash Collateral” shall have the meaning assigned to such term in Section 2.26(g).

“Cash Collateralize” shall have the meaning assigned to such term in Section 2.26(g).

“Casualty Event” shall mean any event that gives rise to the receipt by the Borrower or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.

“CERCLA” shall mean the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.

“CERCLIS” shall mean the Comprehensive Environmental Response, Compensation, and Liability Information System maintained by the United States Environmental Protection Agency.

“Change in Law” shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.  For purposes of this definition, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all rules, regulations, orders, requests, guidelines or directives thereunder or in connection therewith and all requests, rules, guidelines or directives concerning capital adequacy known as “Basel III” and promulgated either by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by the United States or foreign regulatory authorities pursuant thereto, are deemed to have been adopted and gone into effect after the date of this Agreement.

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

“Class” shall mean (i) with respect to Commitments or Loans, those of such Commitments or Loans that have the same terms and conditions (without regard to differences in the Type of Loan, Interest Period, upfront fees, OID or similar fees paid or payable in connection with such Commitments or Loans, or differences in tax treatment (e.g., “fungibility”)); provided that such Commitments or Loans may be designated in writing by the Borrower and Lenders holding such Commitments or Loans as a separate Class from other Commitments or Loans that have the same terms and conditions and (ii) with respect to Lenders, those of such Lenders that have Commitments or Loans of a particular Class.

“Closing Date” shall mean the date on which the Acquisition is consummated in accordance with the terms of the Acquisition Agreement; provided that the Funding Date shall have occurred on or prior to such date.

“Co-Documentation Agents” shall mean Crédit Agricole Corporate and Investment Bank, Deutsche Bank Securities Inc., Royal Bank of Canada, Société Générale, TD Securities (USA) LLC and The Bank of Nova Scotia, in their capacity as co-documentation agents with respect to this Agreement.

“Co-Syndication Agents” shall mean Barclays Bank PLC and BNP Paribas Securities Corp., in their capacity as co-syndication agents with respect to this Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder (unless otherwise provided herein).

“Collateral” shall mean any and all “Collateral”, “Pledged Assets”, “Charged Property”, “Charged Assets” and “Assigned Property” as defined in any applicable Security Document (or any similar or equivalent term used or referred to in any applicable Security Document) and all other property that is or is intended under the terms of the Security Documents to be subject to Liens in favor of the Administrative Agent or the Security Agent.

“Co-Documentation Agents” shall mean Crédit Agricole Corporate and Investment Bank, Deutsche Bank Securities Inc., Royal Bank of Canada, Société Générale, TD Securities (USA) LLC and The Bank of Nova Scotia, in their capacity as co-documentation agents with respect to this Agreement.

“Co-Syndication Agents” shall mean Barclays Bank PLC and BNP Paribas Securities Corp., in their capacity as co-syndication agents with respect to this Agreement.

“Commitment” shall mean a Revolving Credit Commitment or a Term Commitment, as the context may require.

“Commitment Termination Date” shall mean the earliest to occur of (i) (x) with respect to the Initial Term Loan Commitments, the date of the consummation of the Acquisition and (y) with respect to the Initial Revolving Credit Commitments, the date of consummation of the Acquisition without utilization of Loans; (ii) valid termination of the Acquisition Agreement; (iii) Target announcing that it has entered into a sale and purchase agreement with respect to the Target Group with a bidder other than the Purchaser; or (iv) the Long StopLongstop Date; provided that if earlier (and solely with respect to Initial Term Loan Commitments), the Funding Date shall be deemed to be the Commitment Termination Date.

“Communications” shall have the meaning assigned to such term in Section 9.01.

“Compliance Date” shall mean the last day of any Test Period (commencing with the first full fiscal quarter of the Borrower ending after the Closing Date) if on such day the Compliance Date Condition is met.

“Compliance Date Condition” means the condition that the Aggregate Revolving Credit Exposure exceeds $0is an aggregate principal amount equal to or exceeding $1

excluding, for purposes of calculating such Aggregate Revolving Credit Exposure, any L/C Obligations (i) in respect of Cash Collateralized Letters of Credit and (ii) in respect of undrawn Letters of Credit, in an aggregate amount not exceeding $15 millionthe Letter of Credit Sublimit.

“Consolidated” shall mean, when used to modify a financial term, test, statement or report of a Person, the application or preparation of such term, test, statement or report (as applicable) based upon the consolidation, in accordance with GAAP, of the financial condition or operating results of such Person and its Subsidiaries.

“Contract Consideration” shall have the meaning assigned to such term in clause (b)(xii) in the definition of “Excess Cash Flow”.

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

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

“Cure Amount” shall have the meaning assigned to such term in Section 7.03(a).

“Cure Expiration Date” shall have the meaning assigned to such term in Section 7.03(a).

“Current Assets” shall mean, at any time, the consolidated current assets (other than cash and Permitted Investments) of the Borrower.

“Current Liabilities” shall mean, at any time, the consolidated current liabilities of the Borrower at such time, but excluding, without duplication, (a) the current portion of any long-term Indebtedness (including the current portion of Capitalized Lease Obligations) and (b) any outstanding revolving loans and guarantees under any revolving credit facility entered into by the Borrower or any of its Subsidiaries from time to time.

“Declined Proceeds” shall have the meaning assigned to such term in Section 2.13(h).

“Default” shall mean any event which is, or after giving notice or with the passage of time or both would be, an Event of Default.

“Defaulting Lender” shall mean, subject to Section 2.25(b), any Lender that, as reasonably determined by the Administrative Agent (a) has refused (which refusal may be given verbally or in writing and has not been retracted) or failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of L/C Obligations or Swing Line Loans, which refusal or failure is not cured within one Business Day after the date of such refusal or failure, (b) has notified the Borrower or Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder, (c) has failed, within three Business Days after request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations, or (d) has, or has a direct or indirect parent company that has, after the date of this Agreement,

(i) become the subject of a proceeding under any Bankruptcy Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority

“Discount Prepayment Accepting Term Lender” shall have the meaning assigned to such term in Section 2.12(c)(ii)(B).

“Discount Range” shall have the meaning assigned to such term in Section 2.12(c)(iii)(A).

“Discount Range Prepayment Amount” shall have the meaning assigned to such term in Section 2.12(c)(iii)(A).

“Discount Range Prepayment Offers” shall have the meaning assigned to such term in the definition of Borrower Solicitation of Discount Range Prepayment Offers.

“Discount Range Prepayment Response Date” shall have the meaning assigned to such term in Section 2.12(c)(iii)(A).

“Discount Range Proration” shall have the meaning assigned to such term in Section 2.12(c)(iii)(C).

“Discounted Prepayment Determination Date” shall have the meaning assigned to such term in Section 2.12(c)(iv)(C).

“Discounted Prepayment Effective Date” shall mean in the case of a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offer or Borrower Solicitation of Discounted Prepayment Offer, five (5) Business Days following the Specified Discount Prepayment Response Date, the Discount Range Prepayment Response Date or the Solicited Discounted Prepayment Response Date, as applicable, in accordance with Section 2.12(c)(ii)(A), Section 2.12(c)(iii)(A) or Section 2.12(c)(iv)(A), respectively, unless a shorter period is agreed to between the Borrower and the Auction Manager.

“Discounted Term Loan Prepayment” shall have the meaning assigned to such term in Section 2.12(c)(i).

“Disposition” or “Dispose” shall mean the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction and any sale, transfer, license or other disposition (whether in one transaction or in a series of transactions) of any property (including any Capital Stock) by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Disqualified Person” shall mean (a) any Person, other than a Loan Party, who has been identified to the Administrative Agent in writing on or prior to the Bank Meeting Date

and posted to both the “Public Lender” and “Non-Public Lender” portions of the Platform subject to the confidentiality provisions thereof in accordance with Section 9.01 or otherwise made available to all Lenders (the “DQ List”), and any Affiliate of any such Person clearly identifiable as such solely on the basis of the similarity of its name to any Person set forth on the DQ List (other than its financial investors and affiliated bona fide diversified debt funds that are not operating companies or affiliates of operating companies) and/or (b) any Person, other than a Loan Party, who directly provides products or services that are the same or substantially similar to the products or services provided by, and that constitute a material part of the business of, the Loan Parties taken as a whole, and any Affiliate of any such Person (other than its financial investors and affiliated bona fide diversified debt funds that are not operating companies or affiliates of operating companies), who has been identified to the Administrative Agent in writing from time to time and posted to both the “Public Lender” and “Non-Public Lender” portions of the Platform subject to the confidentiality provisions thereof in accordance with Section 9.01 or otherwise made available to all Lenders and, in the case of Persons and Affiliates of any Person (other than its financial investors and affiliated bona fide diversified debt funds that are not operating companies or affiliates of operating companies) identified to the Administrative Agent on or after the Bank Meeting Date, to the extent reasonably acceptable to the Administrative Agent.  Notwithstanding anything to the contrary herein, in no event shall the designation of a Person as a Disqualified Person apply (i) to disqualify any Person until three (3) Business Days after such Person shall have been identified in writing to the Administrative Agent via electronic mail submitted to ▇▇▇▇▇_▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ (or to such other address as the Administrative Agent may designate to the Borrower from time to time) (the “Designation Effective Date”), or (ii) retroactively to disqualify any Person that, before the Designation Effective Date, has (1) acquired an assignment or participation interest under this Agreement or (2) entered into a trade to acquire an assignment or participation interest under this Agreement.

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

“Effective Date” shall mean the date on which the conditions precedent set forth in Section 4.01 have been satisfied, which date is October 9, 2015.

“Effective Date Financial Statements” shall mean (a) the Audited Financial Statements and (b) the unaudited consolidated balance sheets and unaudited condensed consolidated statements of income, and cash flow of Target Opco for the fiscal quarter ended June 30, 2015, and for the comparable period of the prior fiscal year as filed on Form 10-Q with the Securities and Exchange Commission.

“Eligible Assignee” shall mean any Person other than a natural Person or a Defaulting Lender that is (a) a Lender, an Affiliate of any Lender or a Related Fund (any two or more Related Funds being treated as a single Eligible Assignee for all purposes hereof) or (b) a commercial bank, insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D) and which extends credit or buys loans in the ordinary course; provided that notwithstanding anything herein to the contrary, “Eligible Assignee” shall not include any Person that is a Loan Party (other than the Borrower to the extent provided in Section 9.04(k)), any of the Loan Parties’ Affiliates (other than Affiliated Lenders to the extent provided in Section 9.04(l)), any Subsidiaries or any Disqualified Person.

“Employee Benefit Plan” shall mean any “employee benefit pension plan” as defined in Section 3(2) of ERISA that is subject to the provisions of Title IV or Section 302 of

ERISA or Section 412 of the Code and which is or, within the six year period immediately preceding the Closing Date, was sponsored, maintained or contributed to by, or required to be contributed by, the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates.

“Environmental Laws” shall mean, with respect to any Person, any and all international, national, regional, local and other laws, rules, regulations, decisions and orders, in each case applicable to and legally binding on such Person, relating to the protection of human health and safety as related to hazardous materials exposure, the environment or hazardous or toxic substances or wastes, pollutants or contaminants.

“Environmental Liability” shall mean any liability, obligation, damage, loss, claim, action, suit, judgment, order, fine, penalty, fee, expense, or cost, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, or any other Loan Party resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, labeling, storage, treatment, disposal or recycling of, or presence of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permits” shall mean any permit and other authorization required under any Environmental Law for the operation of the business of any Loan Party or its Restricted Subsidiaries conducted on or from the properties owned or used by any Loan Party or its Restricted Subsidiaries.

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

“ERISA Affiliate” shall mean, 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 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 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 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.

“ERISA Event” shall mean (a) the occurrence of an act or omission which would reasonably be expected to give rise to the imposition on the Borrower or any of its Subsidiaries or any of their respective ERISA Affiliates of material fines, penalties, taxes or related charges under Chapter 43 of the Code or under Sections 409 or 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit Plan; (b) the receipt by the Borrower, any of its Subsidiaries, or any of their respective ERISA Affiliates of written notice of the assertion of a material claim (other than routine claims for benefits) against any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof, or against the Borrower or any of its Subsidiaries or any of their respective ERISA Affiliates in connection with any Employee Benefit Plan; or (c) receipt from the Internal Revenue Service of notice of the failure of any Employee Benefit Plan intended to be qualified under Section 401(a) of the Code to qualify under Section 401(a) of the Code, or the failure of any trust forming part of

any such Employee Benefit Plan to qualify for exemption from taxation under Section 501(a) of the Code.

“Escrow Guarantee Agreement” shall mean the guarantee agreement to be dated as of the Funding Date among the Escrow Guarantor and the other parties thereto, substantially in the form of Exhibit K hereto.

“Escrow Guarantor” shall mean Altice N.V.

“Escrow Termination Date” shall have the meaning assigned to such term in Section 2.13(i).

“Eurodollar”, when used in reference to any Loan or Borrowing, denominated in dollars, shall refer to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“Events of Default” shall have the meaning assigned to such term in Section 7.01 of this Agreement.

“Excess Cash Flow” shall mean, for any fiscal year of the Borrower (commencing with the first full fiscal year elapsed after the Closing Date):

(a)                                 the sum, without duplication, of (i) Consolidated EBITDA for such period, (ii) reductions to noncash working capital of the Borrower and its Restricted Subsidiaries for such period (i.e., the decrease, if any, in Current Assets minus Current Liabilities from the beginning to the end of such period) and (iii) expenses reducing (or excluded from) the calculation of Consolidated Net Income for such period with respect to amounts deducted in any prior calculation of Excess Cash Flow pursuant to clause (b)(iii), (vi), (vii) and (ix) below, and minus:

(b)                                 the sum, without duplication including with respect to amounts already reducing Consolidated Net Income and not added back to Consolidated EBITDA, of:

(i)                                     the amount of any Taxes payable or tax reserves set aside or payable (without duplication) in cash by the Borrower (or any direct or indirect parent thereof) with respect to the Borrower and the Restricted Subsidiaries with respect to such period;

(ii)                                  Consolidated Interest Expense for such period paid in cash;

(iii)                               to the extent not deducted in a prior period pursuant to clause (b)(vii) below, capital expenditures made in cash during such period to the extent financed with Internally Generated Cash;

(iv)                              (w) all scheduled principal payments and repayments of Indebtedness and the principal component of payments in respect of Capitalized Lease Obligations (other than Revolving Credit Loans if such scheduled payment and repayment does not occur at the final maturity thereof concurrently with the permanent termination of all commitments in respect thereof), (x) all voluntary prepayments of Indebtedness and the principal component of payments in respect of Capitalized Lease Obligations (other than Pari Passu Indebtedness) made in cash by the Borrower and the Restricted Subsidiaries during such period, but only to the extent that the Indebtedness so repaid by its terms cannot be reborrowed or redrawn and such repayments do not occur in connection with a refinancing of all or any portion of such

Indebtedness, (y) the amount of a mandatory prepayment of Term Loans pursuant to Section 2.13(a) and any mandatory prepayment, repayment or redemption of Pari Passu Indebtedness pursuant to requirements under the agreements governing such Pari Passu Indebtedness similar to the requirements set forth in Section 2.13(a), to the extent required due to an Asset Disposition (or any disposition specifically excluded from the definition of the term “Asset Disposition”) that resulted in an increase to Consolidated EBITDA and not in excess of the amount of such increase, and (z) the aggregate amount of any premium, make-whole, penalty payments or the principal component of payments in respect of Capitalized Lease Obligations actually paid in cash by the Borrower and its Restricted Subsidiaries during such period that are required to be made in connection with any such prepayment of Indebtedness;

(v)                                 additions to noncash working capital for such period (i.e., the increase, if any, in Current Assets minus Current Liabilities from the beginning to the end of such period),

(vi)                              to the extent not deducted in a prior period pursuant to clause (b)(vii) below, the amount of any cash expense, charge or other cost during such period related to any Equity Offering, Investment, acquisition, disposition, recapitalization or the, Incurrence of any Indebtedness, amendment or modification of any debt instrument (including any amendment or other modification of this Agreement and/or the other Loan Documents) or similar transaction permitted by this Agreement (whether or not successful) (including any such fees, expenses or charges related to the Existing Transactions and the Transactions) and any cash charges or non-recurring merger costs incurred during such period as a result of any such transaction, in each case as determined in good faith by the Borrower to the extent financed with Internally Generated Cash;

(vii)                           to the extent not deducted in a prior period pursuant to this clause (b)(vii), the aggregate amount of expenditures actually made by the Borrower and its Restricted Subsidiaries during such period, or at the option of the Borrower, after the end of such period and prior to the date upon which a mandatory prepayment for such period would be required under Section 2.13(c), in each case, from Internally Generated Cash (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period, are not deducted (or were excluded) in calculating Consolidated Net Income or were added back in calculating Consolidated EBITDA;

(viii)                        an amount equal to (x) the amount of all non-cash credits included in arriving at Consolidated Net Income (but excluding any non-cash credit to the extent representing the reversal of an accrual or reserve for potential cash items in any future period) and (y) cash charges, losses or expenses excluded in arriving at Consolidated Net Income or added back in calculating Consolidated EBITDA;

(ix)                              without duplication of any amount included in clause (iv) above, cash payments by the Borrower and its Restricted Subsidiaries during such period in respect of long-term liabilities (including pension and other post-retirement obligations) of the Borrower and its Restricted Subsidiaries (other than Indebtedness) to the extent such payments are not expensed during such period or are not deducted (or were excluded) in calculating Consolidated Net Income and financed with Internally Generated Cash;

(x)                                 to the extent added back to Consolidated EBITDA, the amount of management, monitoring, consultancy and advisory fees and related expenses paid in such

period (or accruals relating to such fees and related expenses) to any Permitted Holder (whether directly or indirectly, through any Parent), financed with Internally Generated Cash;

(xi)                              the amount of any Restricted Payment made during such period by the Borrower or any Restricted Subsidiary thereof with Internally Generated Cash pursuant to Section 4.05(b) (6), (7), (9), (10), (11), (13), (15), (17), (18), (19), (21) and (22) of Article IV in Annex I hereof;

(xii)                           without duplication of amounts deducted from Excess Cash Flow in prior periods and, at the option of the Borrower, (x) the aggregate consideration required to be paid in cash by the Borrower and its Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period or (y) any planned cash expenditures by the Borrower or any of its Restricted Subsidiaries (the “Planned Expenditures”), in the case of each of the preceding clauses (x) and (y), relating to acquisitions or other Investments, capital expenditures, Restricted Payments (described in clause (xi) above), acquisitions of intellectual property, any scheduled payment, repurchase or redemption of Indebtedness (described in clause (iv) above) that was permitted by the terms of this Agreement to be incurred and paid, repurchased or redeemed (collectively, “Permitted Expenditures”), in each case, to the extent expected to be consummated or made, in each caseas applicable, during the period of four consecutive fiscal quarters of the Borrower following the end of such period, and expected in good faith to be financed with Internally Generated Cash; andprovided that to the extent that the aggregate amount of Permitted Expenditures financed with Internally Generated Cash and paid in cash during such following period of four consecutive fiscal quarters is less than the aggregate amount of Planned Expenditures expected to be financed with Internally Generated Cash, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such following period of four consecutive fiscal quarters; and

(xiii)                        cash expenditures in respect of Hedging Obligations during such period to the extent not deducted (or were excluded) in arriving at Consolidated Net Income or added back to Consolidated EBITDA, to the extent financed with Internally Generated Cash.

“Excluded Taxes” shall mean, with respect to the Administrative Agent or any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) Taxes imposed on (or measured by) net income (however denominated), franchise Taxes, branch profits Taxes or any similar Tax, (i) by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located or (ii) that are Other Connection Taxes, (b) any withholding taxes attributable to the Lender’s failure to comply with Section 2.20(e) or (f); (c) in the case of a Lender, U.S.  federal withholding Taxes that are (or would be) required to be withheld pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.21) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.20, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office; (d) U.S.  backup withholding Taxes; and (e) any Taxes imposed under FATCA.

“Existing Target Opco Credit Agreement” shall mean the Credit Agreement dated as of April 17, 2013 among Target Opco, certain subsidiaries of Target Opco, the lenders party thereto, Bank of America, N.A.  as administrative agent, and the other agents and parties party thereto.

“Existing Transactions” shall mean (a) the transactions described in Annex III, (b) the execution, delivery and performance by the Loan Parties of the Loan Documents to which they are a party and the making of the Borrowings hereunder, (c) the payment of fees and expenses in connection with any of the foregoing and (d) any transactions reasonably related to the foregoing.

“Expiring Credit Commitment” shall have the meaning assigned to such term in Section 2.27(g).

“Extended Class” shall have the meaning assigned to such term in Section 2.23(a).

“Extended Revolving Credit Commitments” shall have the meaning assigned to such term in Section 2.23(a).

“Extended Term Loans” assigned to such term in Section 2.23(a).

“Extending Lender” shall have the meaning assigned to such term in Section 2.23(b).

“Extension Amendment” shall have the meaning assigned to such term in Section 2.23(c).

“Extension Election” shall have the meaning assigned to such term in Section 2.23(b).

“Extension Request” shall have the meaning assigned to such term in Section 2.23(a).

“Facility Guaranty” shall mean the Facility Guaranty made by the Guarantors in favor of the Administrative Agent and the other Secured Parties, substantially in the form of Exhibit F-1 hereto, or in another form reasonably satisfactory to the Administrative Agent and the Borrower.

“FATCA” shall mean

(a)                                 current Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future associated regulations or official interpretations thereof;

(b)                                 any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the United States and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above; or

(c)                                  any agreement (including any intergovernmental agreement) pursuant to the implementation of paragraphs (a) or (b) above with the IRS, the US government or any governmental or taxation authority in any other jurisdiction.

“FCPA” shall have the meaning assigned to such term in Section 3.27.

“Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it; provided that if the Federal Funds Effective Rate is less than zero, it shall be deemed to be zero for the purposes of this Agreement.

“Fees” shall mean the Administrative Agent Fees.

“Fifth Incremental Assumption Agreement” shall mean that certain Fifth Amendment to Credit Agreement (Incremental Loan Assumption Agreement), dated as of January 12, 2018, by and among, inter alios, the Borrower, the Additional Lenders (as defined therein) and the Administrative Agent (as defined therein).

“Financial Covenant” shall have the meaning ascribed to it in Section 5.18.

“First Incremental Assumption Agreement” shall mean that certain Incremental Loan Assumption Agreement, dated as of June 21, 2016, by and among, inter alios, Target Opco (as successor by merger to Merger Sub), the other Loan Parties party thereto, the Administrative Agent, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc.

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

“Fourth Refinancing Amendment” shall mean that certain Fourth Amendment to Credit Agreement (Incremental Loan Assumption and Refinancing Amendment), dated as of March 15, 2017, by and among, inter alios, the Borrower, the Additional Lenders (as defined therein) and the Administrative Agent (as defined therein).

“Fronting Exposure” shall mean, at any time there is a Defaulting Lender, (a) with respect to the L/C Issuer, such Defaulting Lender’s Pro Rata Share of the Outstanding Amount of L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Pro Rata Share of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“Funding Date” shall mean the date on which the conditions precedent set forth in Section 4.02 have been satisfied.

“GAAP” shall mean generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institution of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standard Boards or in such other statement by such other entity as have been approved by a significant segment of the accounting profession, and in effect on the Closing Date hereof, or, with respect to Section 4.10 of Annex I as in effect from time to time; provided that, at any time after the Closing Date, the Borrower may make an irrevocable

election to establish that “GAAP” shall mean GAAP as in effect on a date that is on or prior to the date of such election; and provided further that the Borrower may elect to apply IFRS in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS as in effect (except as otherwise provided for in this Agreement) on the date of such election or, with respect to Section 4.10 as in effect from time to time; provided further that any such election, once made, shall be irrevocable and that upon first reporting its fiscal year results under IFRS, it shall restate its financial statements on the basis of IFRS for the fiscal year ending immediately prior to the first fiscal year for which financial statements have been prepared on the basis of IFRS.  The Borrower shall give notice of any such election to the Administrative Agent.

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

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

“Group Member” shall mean the Borrower or any Restricted Subsidiary thereof, and “Group” shall mean, collectively, the Borrower and its Restricted Subsidiaries.

“Guarantor” shall mean each Person from time to time party to the Facility Guaranty, in its capacity as a guarantor of the Obligations and its respective successors and assigns, until the Loan Guarantee of such Person has been released in accordance with the provisions of this Agreement.

“Hazardous Materials” shall mean all chemicals, materials, substances or wastes of any nature that are listed, classified, regulated, characterized or otherwise defined as “hazardous,” “toxic,” “radioactive,” a “pollutant,” a “contaminant,” or terms of similar intent or meaning, by any Governmental Authority or that are otherwise prohibited, limited or regulated pursuant to any Environmental Law, including petroleum or petroleum distillates, friable asbestos or friable asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes.

“Hedge Counterparty” shall mean each Person that is (a) a counterparty to a Swap Contract as of the Closing Date or (b) an Agent or Lender or any Affiliate of an Agent or Lender counterparty to a Swap Contract (including any Person who was an Agent or Lender (or any Affiliate thereof) as of the Closing Date or the date it enters into such Swap Contract but subsequently ceases to be an Agent or Lender (or Affiliate thereof)).

“Honor Date” shall have the meaning assigned to such term in Section 2.26(c)(i).

“Identified Participating Term Lenders” shall have the meaning assigned to such term in Section 2.12(c)(iii)(C).

“Identified Qualifying Term Lenders” shall have the meaning assigned to such term in Section 2.12(c)(iv)(C).

“IFRS” shall mean International Financial Reporting Standards as issued by the International Accounting Standards Board or any successor board or agency as endorsed by the European Union.

“Immaterial Subsidiary” shall mean, as of any date of determination, any Restricted Subsidiary that holds no more than 3% of the Total Assets of the Borrower and the Restricted Subsidiaries taken as a whole; provided, however, that if all of such Immaterial Subsidiaries in the aggregate hold assets in excess of 3% of the Total Assets of the Borrower and the Restricted Subsidiaries then only the Restricted Subsidiaries with the smallest percentage of assets of the Borrower and the Restricted Subsidiaries (not exceeding 3% individually or in the aggregate) would constitute “Immaterial Subsidiaries.”

“Incremental Facility Closing Date” shall have the meaning assigned to such term in Section 2.22(a).

“Incremental Lenders” shall mean collectively the Incremental Term Lenders and the Incremental Revolving Credit Lender.

“Incremental Loan Amount” shall mean, at any time, an amount not to exceed the amount of Indebtedness permitted to be incurred by the Borrower at such time pursuant to Section 4.04(a), 4.04(b)(1) and 4.04(b)(16) of Annex I to this Agreement.

“Incremental Loan Assumption Agreement” shall mean an Incremental Loan Assumption Agreement among, and in form and substance reasonably satisfactory to, the Borrower, the Administrative AgentIncremental Arranger and one or more Incremental Lenders and, to the extent required pursuant to the third proviso of Section 9.08(b), the Administrative Agent.

“Incremental Loan Commitment” shall have the meaning ascribed to such term in Section 2.22(a).

“Incremental Loan Maturity Date” shall mean the final maturity date of any Incremental Term Loan or Incremental Revolving Credit Commitment, as set forth in the applicable Incremental Loan Assumption Agreement.

“Incremental Loans” shall have the meaning ascribed to such term in Section 2.22(a).

“Incremental Revolving Credit Commitments” shall have the meaning assigned to such term in Section 2.22(a).

“Incremental Revolving Credit Lender” shall mean a Lender with an Incremental Revolving Credit Commitment or an outstanding Revolving Credit Loan.

“Incremental Revolving Credit Commitments” shall have the meaning assigned to such term in Section 2.22(a).

“Incremental Revolving Loan” shall have the meaning assigned to such term in Section 2.22(a).

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment or an outstanding Incremental Term Loan.

“Incremental Term Loan Commitments” shall have the meaning assigned to such term in Section 2.22(a).

“Incremental Term Loan Commitments” shall have the meaning assigned to such term in Section 2.22(a).”Incremental Term Loan Repayment Dates” shall mean the dates scheduled for the repayment of principal of any Incremental Term Loan, as set forth in the applicable Incremental Loan Assumption Agreement.

“Incremental Term Loan Commitments” shall have the meaning assigned to such term in Section 2.22(a).

“Incremental Term Loan” shall have the meaning assigned to such term in Section 2.22(a).

“Indemnified Taxes” shall mean (i) Taxes other than Excluded Taxes and (ii) to the extent not otherwise described in clause (i) above, Other Taxes.

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

“Information” shall have the meaning assigned to such term in Section 9.16.

“Initial Lenders” shall mean JPM, Barclays Bank PLC, BNP Paribas, Crédit Agricole Corporate and Investment Bank, Deutsche Bank AG New York Branch, Royal Bank of Canada, Société Générale, Toronto Dominion (Texas) LLC, and The Bank of Nova Scotia.

“Initial Loan” shall mean an Initial Term Loan or an Initial Revolving Credit Loan.

“Initial Revolving Credit Commitment” shall mean, as to each Revolving Credit Lender, its Revolving Credit Commitment as of the Effective Date, as set forth opposite such Lender’s name in Schedule 2.01 under the caption “Initial Revolving Credit Commitment” or in the applicable Assignment and Acceptance, and as may be amended from time to time pursuant to the terms hereof.  The aggregate amount of Initial Revolving Credit Commitments as of the Effective Date is $2,000,000,000.00.

“Initial Revolving Credit Commitment Maturity Date” shall mean October 9, 2020.

“Initial Revolving Credit Loan” shall have the meaning assigned to such term in Section 2.01(b)(i).

“Initial Term Loan Commitment” shall mean, as to each Term Lender, its obligation to make an Initial Term Loan to the Borrower pursuant to Section 2.01(a) in an aggregate amount not to exceed the amount set forth opposite such Lender’s name in Schedule 2.01 under the caption “Initial Term Loan Commitment” or in the applicable Assignment and Acceptance.  The aggregate amount of the Initial Term Loan Commitments as of the Effective Date is $3,800,000,000.00.

“Initial Term Loan Maturity Date” shall mean October 9, 2022.

“Initial Term Loans” shall have the meaning assigned to such term in Section 2.01(a)(i).

“Intercreditor Agreement” shall mean an intercreditor agreement between the Administrative Agent, the Security Agent and the representatives of each other series of Pari Passu Indebtedness then outstanding and acknowledged by certain of the Loan Parties, substantially in the form of Exhibit D, or in another form reasonably satisfactory to the Administrative Agent and the Borrower.

“Interest Payment Date” shall mean (a) with respect to any ABR Loan, April 15th, July 15th , October 15th and January 15th and the Maturity Date provided that if such day is not a Business Day, the Interest Payment Date shall be the next succeeding Business Day and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration (other than the Initial Interest Period), each day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable to such Borrowing.

“Interest Period” shall mean, with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is one, two, three or six months (or 12 months if agreed to by all Lenders of such Loans and, with respect to a Eurodollar Borrowing on the Funding Date, the period (the “Initial Interest Period”) commencing on the Funding Date and ending on January 15, 2016, specified by the Borrower in a Borrowing Request) thereafter, as the Borrower may elect; provided, however, that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (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 end on the last Business Day of the calendar month at the end of such Interest Period and (c) no Interest Period for any Loan shall extend beyond the maturity date of such Loan.  Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period.  For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Internal Control Event” shall mean a material weakness in, or fraud that involves senior management or other employees who have a significant role in, the Loan Parties or any of their Subsidiaries’ internal controls over financial reporting, in each case as described in the Securities Laws.

“Internally Generated Cash” shall mean, with respect to any Person, funds of such Person and its Restricted Subsidiaries not constituting  (a) proceeds of the issuance of (or contributions in respect of) Capital Stock of such Person, (b) proceeds of the incurrence of Indebtedness (other than the incurrence of Revolving Loans, extensions of credit under any other revolving credit or similar facility or other short-term Indebtedness) by such Person or any of its Restricted Subsidiaries or (c) proceeds of Dispositions and Casualty Events.

“Interpolated Screen Rate” shall mean, in relation to any Loan, the rate which results from interpolating on a linear basis between:  (a) the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Loan; and (b) the applicable Screen Rate for the shortest period (for which that Screen Rate is

available) which exceeds the Interest Period of that Loan, each as of 11:00 a.m.  London time on the Quotation Day for the currency of that Loan.

“IRS” shall mean the United States Internal Revenue Service.

“ISP” shall mean, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issue Price” shall mean a price equal to 98.50% of the face value of the Initial Term Loans.

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

“JPM” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“Judgment Currency” shall have the meaning assigned to such term in Section 9.21.

“July 2016 Additional Revolving Loans” shall have the meaning assigned to “Additional Revolving Loans” in the Second Incremental Assumption Agreement.

“June 2016 Additional Revolving Loans” shall have the meaning assigned to “Additional Revolving Loans” in the First Incremental Assumption Agreement.

“Latest Maturity Date” shall mean, at any date of determination, the latest maturity date applicable to any Class of Loans or Commitments with respect to such Loans or Commitments at such date of determination, including, for the avoidance of doubt, the latest maturity date of any Incremental Loans, Incremental Loan Commitments, Other Loans or Extended Term Loans, in each case, as extended from time to time in accordance with this Agreement.

“Laws” shall mean each international, foreign, Federal, state and local statute, treaty, rule, guideline, regulation, ordinance, code and administrative or judicial precedent or authority, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and each applicable administrative order, directed duty, request, license, authorization and permit of, and agreement with, any Governmental Authority, in each case whether or not having the force of law.

“L/C Advance” shall mean, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share.

“L/C Borrowing” shall mean an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Credit Borrowing.

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

“L/C Exposure” shall mean, as at any date of determination, the total L/C Obligations.  The L/C Exposure of any Revolving Credit Lender at any time shall be its Pro Rata Share of the total L/C Exposure at such time; provided that in the case of Section 2.01(b), Section 2.26(a)(i) and clause (iii) of the proviso to Section 2.27(a) when a Defaulting Lender shall exist, the L/C Exposure of any Revolving Credit Lender shall be adjusted to give effect to any reallocation effected in accordance with Section 2.25(c).

“L/C Issuer” shall mean JPM, Barclays Bank PLC, BNP Paribas, Crédit Agricole Corporate and Investment Bank, Deutsche Bank AG New York Branch, Royal Bank of Canada, Société Générale, The Toronto-Dominion Bank, New York Branch, and The Bank of Nova Scotia (collectively, the “Initial L/C Issuers”), and any other Lender that becomes an L/C Issuer in accordance with Section 2.26(k), in its capacity as an issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

“L/C Obligations” shall mean, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings.  For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 2.26.  For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Latest Maturity Date” shall mean, at any date of determination, the latest maturity date applicable to any Class of Loans or Commitments with respect to such Loans or Commitments at such date of determination, including, for the avoidance of doubt, the latest maturity date of any Incremental Loans, Incremental Loan Commitments, Other Loans or Extended Term Loans, in each case, as extended from time to time in accordance with this Agreement.

“Laws” shall mean each international, foreign, Federal, state and local statute, treaty, rule, guideline, regulation, ordinance, code and administrative or judicial precedent or authority, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and each applicable administrative order, directed duty, request, license, authorization and permit of, and agreement with, any Governmental Authority, in each case whether or not having the force of law.

“Lead Arrangers” shall mean ▇.▇.  ▇▇▇▇▇▇ Securities LLC (the “Lead Arranger Representative”), Barclays Bank PLC, BNP Paribas Securities Corp., Crédit Agricole Corporate and Investment Bank, Deutsche Bank Securities Inc., Royal Bank of Canada, Société Générale, TD Securities (USA) LLC and The Bank of Nova Scotia, each in its capacity as lead bookrunner and lead arranger.

“Lenders” shall mean (a) the Persons listed on Schedule 2.01 (other than any such Person that has ceased to be a party hereto pursuant to an Assignment and Acceptance) and

(b) any Person that has become a party hereto pursuant to an Assignment and Acceptance; and, in each case, as the context requires, includes an L/C Issuer and the Swing Line Lender.

“Letter of Credit” shall mean any letter of credit issued hereunder.  A Letter of Credit may be a standby letter of credit.

“Letter of Credit Application” shall mean an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the relevant L/C Issuer and reasonably satisfactory to the Borrower.

“Letter of Credit Expiration Date” shall mean the day that is five (5) Business Days prior to the scheduled Latest Maturity Date then in effect for the Participating Revolving Credit Commitments (taking into account the Maturity Date of any conditional Participating Revolving Credit Commitment that will automatically go into effect on or prior to such Maturity Date (or, if such day is not a Business Day, the next preceding Business Day)).

“Letter of Credit Sublimit” shall mean, at any time, an amount equal to the lesser of (a) $150,000,000.00 (as may be adjusted pursuant to Section 2.26) and (b) the aggregate amount of the Participating Revolving Credit Commitments at such time.  The Letter of Credit Sublimit is part of, and not in addition to, the Participating Revolving Credit Commitments.

“Letter of Credit Issuer Sublimit” shall mean, at any time, with respect to (a) each of Barclays Bank PLC, BNP Paribas, Crédit Agricole Corporate and Investment Bank, Deutsche Bank AG New York Branch, Royal Bank of Canada, Société Générale, The Toronto-Dominion Bank, New York Branch, and The Bank of Nova Scotia, $50,000,000 (or such other amount as may be agreed between such L/C Issuer and the Borrower from time to time), (b) JPM, $25,000,000 (or such other amount as may be agreed between such L/C Issuer and the Borrower from time to time) and (c) any other Person that is a L/C Issuer, such other amount as may be agreed between such other L/C Issuer and the Borrower at the time such Person becomes a L/C Issuer or from time to time thereafter.

“Letter of Credit Sublimit” shall mean, at any time, an amount equal to the lesser of (a) $300,000,000.00 (as may be adjusted pursuant to Section 2.26 and/or as may be modified by the Borrower and each L/C Issuer) and (b) the aggregate amount of the Participating Revolving Credit Commitments at such time.  The Letter of Credit Sublimit is part of, and not in addition to, the Participating Revolving Credit Commitments.

“LIBO Rate” shall mean, with respect to any Eurodollar Borrowing for any Interest Period, the rate per annum determined by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the commencement of such Interest Period (a) by reference to ICE Benchmark Administration LIBOR Rate for deposits in dollars (as set forth by any commercially available source providing quotations of LIBOR selected by the Administrative Agent) for a period equal to such Interest Period; or (b) if the rate in clause (a) is unavailable for the Interest Period, the Interpolated Screen Rate or (c) if the rate in clauses (a) and (b) are unavailable, the “LIBO Rate” shall be the interest rate per annum determined by the Administrative Agent to be the average of the rates per annum at which deposits in Dollars are offered for such relevant Interest Period to major banks in the London interbank market in London, England by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the beginning of such Interest Period.

“Limited Condition Acquisition” shall have the meaning assigned to such term in the definition of “Limited Condition Transaction”.

“Limited Condition Transaction” shall mean (i) any acquisition of any assets, business or Person or, other investment or similar transaction (whether by merger, amalgamation, consolidation or other business combination or the acquisition of Capital Stock or otherwise) permitted hereunder by one or more of the Borrower and its Restricted Subsidiaries whose consummation is not conditioned on the availability of, or on obtaining, third party financing (any such acquisition, a “Limited Condition Acquisition”) and, (ii) any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment and (iii) any Restricted Payment requiring irrevocable notice in advance thereof.

“Loan Documents” shall mean, in each case on and after the execution thereof, this Agreement, the Facility Guaranty, the Intercreditor Agreement, any Additional Intercreditor Agreement, the Security Documents, each Incremental Loan Assumption Agreement, each Refinancing Amendment, each Extension Amendment, the promissory notes, if any, executed and delivered pursuant to Section 2.04(e) and together with all schedules, exhibits, annexes and other attachments thereto.

“Loan Escrow Account” shall mean the escrow account into which the Loan Escrowed Proceeds will be deposited pursuant to the Loan Escrow Agreement.

“Loan Escrow Agent” shall mean Deutsche Bank Trust Company Americas as escrow agent under the Loan Escrow Agreement.

“Loan Escrow Agreement” shall mean the escrow agreement to be dated as of the Funding Date among, inter alios, the Borrower, the Security Agent and the Loan Escrow Agent substantially in the form of Exhibit F-3 hereto.

“Loan Escrowed Proceeds” shall mean the proceeds from the Initial Term Loans which will be deposited into the Loan Escrow Account on the Funding Date pursuant to the Loan Escrow Agreement.  The term “Loan Escrowed Proceeds” shall include any interest earned on the amounts held in escrow.

“Loan Parties” shall mean, collectively, the Borrower and the Guarantors.

“Loans” shall mean any Initial Loans, Other Loans, Incremental Loans, Extended Term Loans, Refinancing Loans or Swing Line Loans, as the context may require.

“Long StopLongstop Date” shall mean December 16, 2016.

“Major Representations” shall mean those representations and warranties made by the Borrower in Sections 3.01(a) (with respect to the organizational existence of the Loan Parties only), 3.01(b)(y), 3.02(a)(i), 3.02(b)(i), 3.04, 3.14, 3.20(a), 3.26(a) and the second sentence of Section 3.27 (in the case of Section 3.26(a) and 3.27 solely with respect to the use of the proceeds of the Initial Term Loans).

“Master Agreement” shall have the meaning assigned to such term in the definition of “Swap Contract.”

“Material Adverse Effect” shall mean (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties or condition (financial or otherwise) of the Loan Parties and their Subsidiaries taken as a whole; (b) a material impairment of the ability of the Loan Parties to perform their obligations under the Loan Documents; or (c) a material impairment of the rights and remedies of the Administrative Agent or the Lenders under the Loan Documents or a material adverse effect upon the legality, validity, binding effect or enforceability against the Loan Parties of the Loan Documents.  In determining whether any individual event would result in a Material Adverse Effect, notwithstanding that such event in and of itself does not have such effect, a Material Adverse Effect shall be deemed to have occurred if the cumulative effect of such event and all other then existing events described in the applicable provision since the applicable date would result in a Material Adverse Effect.

“Material Contract” shall mean with respect to any Loan Party, each contract or agreement to which such Loan Party is a party that is deemed to be a material contract or material definitive agreement under any Securities Laws, including the types of contracts specified in item 601(b)(10)(ii) of Regulation S-K, and in the event that at any time hereafter the Borrower ceases to be required to comply with the Securities Laws, then the same definitions shall continue to apply for purposes of this Agreement and the other Loan Documents.

“Material Indebtedness” shall mean any Indebtedness (other than the Obligations) of the Loan PartiesRestricted Subsidiaries in an aggregate principal amount exceeding $25 million.  For purposes of determining the amount of Material Indebtedness at any time, (a) the amount of the obligations in respect of any Swap Contract at such time shall be calculated at the Swap Termination Value thereof, (b) undrawn committed or available amounts shall be included and (c) all amounts owing to all creditors under any combined or syndicated credit arrangement shall be included.

“Material Subsidiary” shall mean each Restricted Subsidiary other than an Immaterial Subsidiary.

“Maturity Date” shall mean (a) the Initial Term Loan Maturity Date; (b) the Initial Revolving Credit Commitment Maturity Date; (c) with respect to any Class of Extended Term Loans or Extended Revolving Credit Commitments, the final maturity date as specified in the applicable Extension Request accepted by the respective Lender or Lenders, (d) with respect to any Refinancing Term Loans or Refinancing Revolving Credit Commitments, the final maturity date as specified in the applicable Refinancing Amendment, and (e) with respect to any Incremental Loans or Incremental Revolving Credit Commitments, the final maturity date as specified in the applicable Incremental Loan Assumption Agreement.

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