“Federal Reserve Bank of New York’s Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.
“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States of America.
“Final DIP Order” means the order of the Bankruptcy Court, entered on September 17, 2020 [Docket No. 1096], approving the documents, instruments and agreements governing or
executed pursuant to the obligations under the Term Loans, the DIP Revolving Facility, the Exit Revolving Facility, the First-Priority Senior Secured Notes, reinstated prepetition facilities and/or additional first lien obligations on a
final basis, authorizing the Borrower to, among other things, borrow under the Loan Documents, granting liens (including priming liens as set forth in Section 5.19(a)(iv)) on the DIP Collateral to secure the Secured Obligations
and authorizing the Prepetition First Lien Notes Payoff.
“Final Order” means, as applicable, a final order or judgment of the Bankruptcy Court or other court of competent jurisdiction with respect to the relevant subject matter that has
not been reversed, stayed, modified or amended, and as to which the time to appeal or seek certiorari has expired and no appeal or petition for certiorari has been timely taken, or as to which any appeal that has been taken or any
petition for certiorari that has been or may be filed has been resolved by the highest court to which the order or judgment could be appealed or from which certiorari could be sought or the new trial, reargument or rehearing shall have
been denied, resulted in no modification of such order or has otherwise been dismissed with prejudice.
“Financial Covenant” has the meaning set forth in Section 7.07.
“Financial Covenant Event of Default” has the meaning set forth in Section 8.01(b).
“Financial Covenant Indebtedness” means, as of any date, (a) the aggregate principal amount of Indebtedness of the Borrower and its consolidated Restricted Subsidiaries outstanding
as of such date, in the amount and only to the extent that such Indebtedness would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP and only to the extent secured by Liens on all or
any portion of the assets of the Borrower or any of its Restricted Subsidiaries on such date, other than any such Indebtedness secured by Liens on assets solely consisting of Collateral so long as (i) the Liens securing such Indebtedness
are junior to the Liens securing the Revolving Credit Facility and (ii) any Guarantee by a Guarantor of the obligations of the Borrower in respect of such Indebtedness is subordinate in right of payment to the Guarantee by such Guarantor
of the obligations of the Borrower in respect of the Revolving Credit Facility and (b) commencing with the Test Period ending June 30, 2024, the aggregate principal amount of Specified Senior Indebtedness of the type described in clauses
(c) and (d) of the definition of “Specified Senior Indebtedness” that is outstanding on such date; provided that notwithstanding anything to the contrary in this Agreement, the
Financial Covenant Indebtedness shall exclude (i) any Cash Management Obligations and (ii) any obligations in respect of workers’ compensation claims, early retirement or termination obligations, pension fund obligations or contributions
or similar claims, obligations or contributions or social security or wage Taxes.
“Financial Covenant Leverage Ratio” means, as of any date of determination, the ratio of (a) Financial Covenant Indebtedness as of the last day of the four consecutive fiscal
quarters most recently then ended for which financial statements have been or are required to have been delivered pursuant to Section 6.01(a) or (b) of this Agreement to (b) Consolidated EBITDA for the period of four
consecutive fiscal quarters most recently then ended for which financial statements have been or are required to have been delivered pursuant to Section 6.01(a) or (b) of this Agreement.
“First-Priority Senior Secured Note Documents” means the First-Priority Senior Secured Notes Indenture and the other “Note Documents” under and as defined in the First-Priority
Senior Secured Notes Indenture, as each such document may be amended, restated, supplemented or otherwise modified from time to time.
“First-Priority Senior Secured Notes” means the $1,150 million in aggregate principal amount of the Borrower’s First Lien Senior Secured Notes due 2027 issued pursuant to the
First-Priority Senior Secured Notes Indenture.
“First-Priority Senior Secured Notes Indenture” means the Indenture dated as of October 8, 2020 among the Borrower, as issuer, the Trustee, and the Collateral Agent, as such
document may be amended, restated, supplemented or otherwise modified from time to time.
“First-Priority Senior Secured Notes Trustee” means the “Trustee” under and as defined in the First-Priority Senior Secured Notes Indenture.
“Fixed Charges” means, with respect to any Person for any period, the sum of (without duplication):
(a) Consolidated Interest Expense of such Person for such period;
(b) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock of any Restricted Subsidiary
of such Person during such period; plus
(c) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock of such period during such
period.
“Floor” means, with respect to the Initial Term Loans, the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the
modification, amendment or renewal of this Agreement or otherwise) with respect to the Adjusted Term SOFR Rate or Adjusted Daily Simple SOFR. For the avoidance of doubt, the Floor as of date of the Amendment No. 68 Effective Date for each of the Adjusted Term SOFR Rate or Adjusted Daily Simple SOFR shall be 0.00%.
“Foreign Plan” means any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to or by, or entered into with, any Loan Party or any Restricted
Subsidiary with respect to employees outside the United States.
“Foreign Subsidiary” means, with respect to any Person, any Subsidiary of such Person that is not organized or existing under the laws of the United States of America or any state
thereof, or the District of Columbia, and any Subsidiary of such Subsidiary.
“FRB” means the Board of Governors of the Federal Reserve System of the United States.
“Fronting Fee” has the meaning specified in Section 2.03(h).
“Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in
the ordinary course of its activities.
“GAAP” means generally accepted accounting principles in the United States of America set forth in the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the
accounting profession, which are in effect from time to time; provided that all terms of an accounting or financial nature used in this Agreement shall be construed, and all computations of
amounts and ratios referred to in this Agreement shall be made (a) without giving effect to any election under Accounting Standards Codification Topic 825—Financial Instruments, or any successor thereto or comparable accounting principle
(including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Borrower or any Subsidiary at “fair value,” as defined therein and (b) the amount of any Indebtedness under GAAP with respect to Capitalized
Lease Obligations shall be determined in accordance with the definition of Capitalized Lease Obligations. At any time after the Closing Date, the Borrower may elect to apply IFRS accounting principles in lieu of GAAP and, upon any such
election, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided that any such election, once made, shall be irrevocable; provided, further, any calculation or determination in this Agreement that requires the application of GAAP for periods that include fiscal quarters ended prior to the Borrower’s election to apply IFRS
shall remain as previously calculated or determined in accordance with GAAP. The Borrower shall give notice of any such election made in accordance with this definition to the Administrative Agent. For the avoidance of doubt, solely
making an election (without any other action) referred to in this definition will not be treated as an incurrence of Indebtedness.
If there occurs a change in IFRS or GAAP, as the case may be, and such change would cause a change in the method of calculation of any standards, terms or measures (including all
computations of amounts and ratios) used in this Agreement (an “Accounting Change”), then the Borrower may elect that such standards, terms or measures shall be calculated as if such Accounting Change had or had not occurred.
“Governmental Authority” means any federal, state, provincial, local or foreign court or tribunal or governmental agency, authority, instrumentality or regulatory or legislative
body.
“Governmental Authorization” means any authorization, approval, consent, franchise, license, covenant, order, ruling, permit, certification, exemption, notice, declaration or
similar right, undertaking or other action of, to or by, or any filing, qualification or registration with any Governmental Authority.
“Granting Lender” has the meaning specified in Section 10.07(h).
“Grantor” means Frontier Video Services Inc., a Delaware corporation.
“GS Bank” has the meaning specified in the introductory paragraph to this Agreement.
“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person, including any such obligation,
direct or indirect, contingent or otherwise, of such Person:
(1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of
partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise); or
(2) entered into primarily for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee
against loss in respect thereof (in whole or in part);
provided, however, that the term “Guarantee” will not include (x) endorsements for collection or deposit
in the ordinary course of business or consistent with past practice and (y) standard contractual indemnities or product warranties provided in the ordinary course of business, and provided, further,
that the amount of any Guarantee shall be deemed to be the lower of (i) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made and (ii) the maximum amount for which such
guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guarantee or, if such Guarantee is not an unconditional guarantee of the entire amount of the primary obligation and such maximum amount is not
stated or determinable, the amount of such guaranteeing Person’s maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith. The term “Guarantee” used as a verb has a corresponding meaning.
“Guarantors” means each Subsidiary that is or becomes party to the Guaranty Agreement on the Closing Date or pursuant to Section 6.10, whether existing on the Closing Date
or established, created or acquired after the Closing Date, unless and until such time as such Guarantor is released from its obligations under the Guaranty Agreement, in accordance with the terms and provisions hereof or thereof. The
Guarantors as of the Closing Date shall be those entities listed on Schedule 4.
“Guaranty Agreement” means, collectively, (i) the Amended and Restated Guaranty Agreement, to be dated on or around the Conversion Date, by the Guarantors party thereto in favor of
the Administrative Agent and Revolver Agent, as may be amended, restated, supplemented or otherwise modified from time to time, between each applicable Guarantor and the Administrative Agent and Revolver Agent and (ii) each Guarantee
executed and delivered pursuant to Section 6.10.
“Hazardous Materials” means all explosive or radioactive substances or wastes, and all other chemicals, pollutants, contaminants, substances or wastes of any nature regulated
pursuant to any Environmental Law, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas and toxic mold.
“Hedge Bank” means any Person that is a Lender, an Agent or an Affiliate of the foregoing on the Closing Date, the Conversion Date or at the time it enters into a Swap Contract
with a Loan Party or any Restricted Subsidiary.
“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar
agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contracts, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate, commodity price
or currency risks either generally or under specific contingencies.
“IFRS” means the international financial reporting standards as issued by the International Accounting Standards Board in effect from time to time.
“Immaterial Subsidiary” means, at any date of determination, each Restricted Subsidiary of the Borrower that (i) has not guaranteed any other Indebtedness of the Borrower and (ii)
has Total Assets and revenues, in each case, of less than 5.0% of Total Assets and revenues and, together with all other Immaterial Subsidiaries, has Total Assets and revenues of less than 10.0% of Total Assets and revenues, in each case,
measured at the end of the most recent fiscal period for which consolidated financial statements are available (which may be internal consolidated financial statements) on a pro forma basis giving effect to any acquisitions or
dispositions of companies, division or lines of business since such balance sheet date or the start of such four quarter period, as applicable, and on or prior to the date of acquisition of such Subsidiary. “Immediate Family Members”
means, with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law,
son-in-law and daughter-in-law (including adoptive relationships, the estate of such individual and such other individuals above) and any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are
any of the foregoing individuals or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is the donor.
“Increased Amount” has the meaning specified in Section 7.01(b).
“Incremental Facilities” has the meaning specified in Section 2.14(a).
“Incremental Facility Amendment” has the meaning specified in Section 2.14(d).
“Incremental Facility Closing Date” has the meaning specified in Section 2.14(d).
“Incremental Incurrence Test” has the meaning specified in Section 2.14(a).
“Incremental Revolving Credit Commitments” has the meaning specified in Section 2.14(e).
“Incremental Revolving Lender” has the meaning specified in Section 2.14(d).
“Incremental Term Loans” has the meaning specified in Section 2.14(a).
“Incur” means issue, create, assume, enter into any Guarantee of, incur, extend or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, amalgamation, consolidation, acquisition or otherwise)
will be deemed to be Incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary and the terms “Incurred,” “Incurring” and “Incurrence” have meanings correlative to the foregoing and any
Indebtedness pursuant to any revolving credit or similar facility shall only be “Incurred” at the time any funds are borrowed thereunder.
“Indebtedness” means, with respect to any Person on any date of determination (without duplication):
(1) the principal of indebtedness of such Person for borrowed money;
(2) the principal of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;
(3) all reimbursement obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments (the amount of such
obligations being equal at any time to the aggregate then undrawn and unexpired amount of such letters of credit or other instruments plus the aggregate amount of drawings thereunder that have not been reimbursed) (except to the extent
such reimbursement obligations relate to trade payables and such obligations are satisfied within 30 days of Incurrence);
(4) the principal component of all obligations of such Person to pay the deferred and unpaid purchase price of property (except trade payables or similar
obligations, including accrued expenses owed, to a trade creditor), which purchase price is due more than one year after the date of placing such property in service or taking final delivery and title thereto;
(5) Capitalized Lease Obligations of such Person;
(6) the principal component of all obligations, or liquidation preference, of such Person with respect to any Disqualified Stock or, with respect to any
Restricted Subsidiary, any Preferred Stock (but excluding, in each case, any accrued dividends);
(7) the principal component of all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by
such Person; provided, however, that the amount of such Indebtedness will be the lesser of (a) the fair market value of such asset at such date of
determination (as determined in good faith by the Borrower) and (b) the amount of such Indebtedness of such other Persons;
(8) Guarantees by such Person of the principal component of Indebtedness of the type referred to in clauses (1), (2), (3), (4), (5) and (9) hereof of other
Persons to the extent Guaranteed by such Person; and
(9) to the extent not otherwise included in this definition, net obligations of such Person under Hedging Obligations (the amount of any such obligations to be
equal at any time to the net payments under such agreement or arrangement giving rise to such obligation that would be payable by such Person at the termination of such agreement or arrangement);
with respect to clauses (1), (2), (3), (4), (5) and (9) above, if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability
upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP.
The amount of Indebtedness of any Person at any time in the case of a revolving credit or similar facility shall be the total amount of funds borrowed and then outstanding. The amount of
any Indebtedness outstanding as of any date shall be (a) the accreted value thereof in the case of any Indebtedness issued with original issue discount and (b) the principal amount of Indebtedness, or liquidation preference thereof, in
the case of any other Indebtedness. Indebtedness shall be calculated without giving effect to the effects of Financial Accounting Standards Board Accounting Standards Codification Topic No. 815—Derivatives and Hedging and related
pronouncements to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Agreement as a result of accounting for any embedded derivatives created by the terms of such
Indebtedness.
Notwithstanding the foregoing, in no event shall the following constitute Indebtedness:
(i) Contingent Obligations Incurred in the ordinary course of business or consistent with past practice, other than Guarantees or other assumptions of
Indebtedness;
(ii) Cash Management Obligations;
(iii) any lease, concession or license of property (or Guarantee thereof) which would be considered an operating lease under GAAP as in effect on January 1, 2015,
Non-Financing Lease Obligations, Sale and Leaseback Transactions or any prepayments of deposits received from clients or customers in the ordinary course of business or consistent with past practice;
(iv) obligations under any license, permit or other approval (or Guarantees given in respect of such obligations) incurred prior to the Closing Date or in the
ordinary course of business or consistent with past practice;
(v) in connection with the purchase by the Borrower or any Restricted Subsidiary of any business, any deferred or prepaid revenue, post-closing payment
adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the
amount is paid in a timely manner;
(vi) for the avoidance of doubt, any obligations in respect of workers’ compensation claims, early retirement or termination obligations, pension fund obligations
or contributions or similar claims, obligations or contributions or social security or wage Taxes;
(vii) obligations under or in respect of Qualified Securitization Financing or Receivables Facilities;
(viii) Indebtedness of any Parent Entity appearing on the balance sheet of the Borrower solely by reason of push down accounting under GAAP;
(ix) Capital Stock (other than in the case of clause (6) above, Disqualified Stock or, with respect to any Restricted Subsidiary, any Preferred Stock (but
excluding, in each case, any accrued dividend)); or
(x) amounts owed to dissenting stockholders (including in connection with, or as a result of, exercise of dissenters’ or appraisal rights and the settlement of
any claims or action (whether actual, contingent or potential)), pursuant to or in connection with a consolidation, amalgamation, merger or transfer of assets that complies with Section 7.04 hereof.
“Indemnified Liabilities” has the meaning specified in Section 10.05.
“Indemnified Taxes” means (a) all Taxes, other than Excluded Taxes, imposed on or in respect of any payment made by or on account of any Loan Party under any Loan Document and (b)
to the extent not otherwise described in (a), Other Taxes.
“Indemnitees” has the meaning specified in Section 10.05.
“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing; provided, however, that such firm or appraiser is not an Affiliate of the Borrower.
“Information” has the meaning specified in Section 10.08.
“Initial Agreement” has the meaning specified in Section 7.08(b)(xvi).
“Initial Lien” has the meaning specified in Section 7.01(a).
“Initial Term Commitment” means, as to any Lender, its obligation to make an Initial Term Loan to the Borrower on the Amendment No. 68 Effective Date pursuant to Section 2.01(a)(i) in an aggregate principal amount not to exceed its 20242025 Refinancing Term Commitment (as defined in Amendment No. 68) or in the
Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.
“Initial Term Lender” means, at any time, any Lender that has an Initial Term Commitment or an Initial Term Loan at such time.
“Initial Term Loan” means a Loan made or deemed made pursuant to Section 2.01(a)(i).
“Inside Maturity Debt” means any customary bridge loans, so long as any loans, notes, securities or other Indebtedness for which such bridge loans are exchanged, replaced or
converted satisfy (or will satisfy at the time of such exchange, replacement or conversion) any otherwise applicable requirements.
“Intercompany License Agreement” means any cost sharing agreement, commission or royalty agreement, license or sublicense agreement, distribution agreement, services agreement, IP
Rights transfer agreement, any related agreements or similar agreements, in each case where all parties to such agreement are one or more of the Borrower or a Restricted Subsidiary.
“Interest Payment Date” means:
(I) With respect to the Initial Term Loans, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the
Maturity Date of the Facility under which such Loan was made; provided, that if any Interest Period for an Adjusted Term SOFR Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of
such Interest Period shall also be Interest Payment Dates; (b) as to any Base Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made; and (c) as to
any Adjusted Daily Simple SOFR Loan, (1) each date that is on the numerically corresponding day in each calendar month that is one month after the Borrowing of such Loan (or, if there is no such numerically corresponding day in such
month, then the last day of such month) and (2) the Maturity Date of the Facility under which such Loan was made.
(II) With respect to the Revolving Credit Loans, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the
Maturity Date of the Facility under which such Loan was made; provided, that if any Interest Period for a Revolver Adjusted Term SOFR Rate Loan exceeds three months, the respective dates that fall every three months after the
beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan or Revolver Adjusted Daily Simple SOFR Loan, the last Business Day of each March, June, September and December and the Maturity Date
of the Facility under which such Loan was made.
“Interest Period” means, (I) as to each Adjusted Term SOFR Rate Loan, the period commencing on the date such Loan is disbursed or converted to or continued as an
Adjusted Term SOFR Rate Loan and ending on the date one, three or six months thereafter, as selected by the Borrower in its Committed Loan Notice and (II) as to each Revolver Adjusted Term SOFR Rate Loan, the period commencing on the date
such Loan is disbursed or converted to or continued as a Revolver Adjusted Term SOFR Rate Loan and ending on the date one, three or six months thereafter, as selected by the Borrower in its Committed Loan Notice; provided, that:
(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business
Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;
(b) any Interest Period 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 shall extend beyond the Maturity Date of the Facility under which such Loan was made.
“Investment” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of any advances, loans or other extensions of
credit; excluding (i) accounts receivable, trade credit, advances or extensions of credit to customers, suppliers, future, present or former employees, directors, officers, managers, contractors, consultants or advisors (or their
respective Controlled Investment Affiliates or Immediate Family Members) of any Person in the ordinary course of business or consistent with past practice, (ii) any debt or extension of credit represented by a bank deposit other than a
time deposit, (iii) intercompany advances arising from cash management, tax and accounting operations and (iv) intercompany loans, advances or Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of
terms) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or the Incurrence of a Guarantee of any obligation of, or any
purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such other Persons and all other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP; provided, that endorsements of negotiable instruments and documents in the ordinary course of business or consistent with past practice will not be deemed to be an Investment.
For purposes of Sections 6.13 and 7.06 hereof:
(1) “Investment” will include the portion (proportionate to the Borrower’s equity interest in a Restricted Subsidiary to be designated as an Unrestricted
Subsidiary) of the fair market value of the net assets of such Restricted Subsidiary at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Borrower will be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if
positive) equal to (a) the Borrower’s “Investment” in such Subsidiary at the time of such redesignation less (b) the portion (proportionate to the Borrower’s equity interest in such Subsidiary) of the fair market value of the net assets
(as determined by the Borrower) of such Subsidiary at the time that such Subsidiary is so re-designated a Restricted Subsidiary;
(2) any property transferred to or from an Unrestricted Subsidiary will be valued at its fair market value at the time of such transfer, in each case as
determined by the Borrower; and
(3) if the Borrower or any Restricted Subsidiary issues, sells or otherwise disposes of Capital Stock of a Person that is a Restricted Subsidiary such that, after
giving effect thereto, such Person is no longer a Restricted Subsidiary, any investment by the Borrower or any Restricted Subsidiary in such Person remaining after giving effect thereto shall not be deemed to be an Investment at such
time.
The amount of any Investment outstanding at any time shall be the original cost of such Investment, reduced by any dividend, distribution, interest payment, return of capital, repayment
or other amount received in cash and Cash Equivalents by the Borrower or a Restricted Subsidiary in respect of such Investment to the extent such amounts do not increase any other baskets under this Agreement.
“Investment Grade Securities” means:
(1) securities issued or directly and fully Guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash
Equivalents);
(2) securities issued or directly and fully guaranteed or insured by the Canadian, United Kingdom or Japanese governments, a member state of the European Union,
or any agency or instrumentality thereof (other than Cash Equivalents);
(3) debt securities or debt instruments with a rating of “BBB-” or higher from S&P or “Baa3” or higher by Moody’s or the equivalent of such rating by such
rating organization or, if no rating of Moody’s or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Rating Organization, but excluding any debt securities or instruments constituting loans
or advances among the Borrower and its Subsidiaries;
(4) investments in any fund that invests exclusively in investments of the type described in clauses (1), (2) and (3) above which fund may also hold cash and
Cash Equivalents pending investment or distribution; and
(5) corresponding instruments in countries other than the United States customarily utilized for high quality investments.
“IP Rights” means any intellectual property, software and other technology rights.
“ISDA CDS Definitions” has the meaning specified in Section 10.01.
“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from
time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.
“ISP” means, 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).
“JPMCB” has the meaning specified in the introductory paragraph to this Agreement.
“Judgment Currency” has the meaning specified in Section 10.17.
“JV Entity” means any joint venture of the Borrower or any Restricted Subsidiary that is not a Subsidiary.
“L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage.
“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the applicable Honor Date or refinanced as a
Revolving Credit Borrowing.
“L/C Credit Extension” means, 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” means, at any time, the sum of (a) the undrawn portion of the Outstanding Amount of all Letters of Credit at such time and (b) the Outstanding Amount of all L/C
Borrowings in respect of Letters of Credit that have not yet been reimbursed by or on behalf of the Borrower at such time. The L/C Exposure of any Revolving Credit Lender at any time shall be its Applicable Percentage of the aggregate
L/C Exposure at such time.
“L/C Issuer” means (i) each of the Revolving Credit Lenders and (ii) any other Lender (or any of its Affiliates) that becomes an L/C Issuer in accordance with Section 2.03(j)
or Section 10.07(j); in the case of each of clause (i) through (ii) above, in its capacity as an issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.
“L/C Issuer Sublimit” means with respect to (i) Goldman Sachs Bank USA, $150 million, (ii) JPMCB, $150 million, (iii) Deutsche Bank AG New York Branch, $125 million, (iv) Barclays
Bank PLC, $75 million, (v) Morgan Stanley Senior Funding, Inc., $75 million, (vi) CoBank, ACB, $75 million, (vii) Citizens Bank, N.A., $75 million, (viii) The Toronto-Dominion Bank, New York Branch, $75 million, (ix) Royal Bank of Canada,
$75 million, (x) Fifth Third Bank, National Association, $50 million, and (xi) with respect to any other L/C Issuer, such amount as may be mutually agreed between the Borrower and such L/C Issuer and notified in writing to the Revolver
Agent by such parties.
“L/C Obligation” means, as at any date of determination, the aggregate maximum amount then available to be drawn under all outstanding Letters of Credit plus the aggregate of all
Unreimbursed Amounts in respect of Letters of Credit, including all L/C Borrowings. For all purpose under 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, the “Outstanding Amount” of such Letter of Credit shall be deemed to be the amount so remaining available to be drawn.
“Latest Maturity Date” means, at any date of determination, the latest Maturity Date applicable to any Loan or Commitment hereunder at such time, including the latest maturity date
of any Extended Revolving Credit Commitment, Extended Term Loan or Incremental Term Loan, in each case as extended in accordance with this Agreement from time to time.
“Laws” means, collectively, all international, foreign, federal, state, provincial and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and
administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable
administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.
“LCT Election” has the meaning specified in Section 1.09(a).
“LCT Public Offer” has the meaning specified in Section 1.09(a).
“LCT Test Date” has the meaning specified in Section 1.09(a).
“Lead Arrangers” means J.P. Morgan Securities LLC, Goldman Sachs Bank USA, Deutsche Bank Securities Inc., Barclays Bank PLC, Morgan Stanley Senior Funding, Inc. and Credit Suisse
Loan Funding LLC.
“Lender” has the meaning specified in the introductory paragraph to this Agreement and, as the context requires, includes an L/C Issuer and their respective successors and assigns
as permitted hereunder, each of which is referred to herein as a “Lender.”
“Lender Participation Notice” has the meaning specified in Section 2.05(d)(iii).
“Letter of Credit” means any letter of credit issued hereunder. A Letter of Credit may be a commercial letter of credit or a standby letter of credit.
“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the relevant L/C
Issuer.
“Letter of Credit Expiration Date” means, for Letters of Credit under the Revolving Credit Facility, the day that is five (5) Business Days prior to the scheduled Maturity Date
then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day).
“Letter of Credit Sublimit” means an amount equal to $925 million.
“Lien” means any mortgage, pledge, security interest, encumbrance, lien, hypothecation or charge of any kind (including any conditional sale or other title retention agreement or
lease in the nature thereof); provided that in no event shall Non-Financing Lease Obligations be deemed to constitute a Lien.
“Limited Condition Transaction” means (1) any Investment or acquisition (whether by merger, amalgamation, consolidation or other business combination or the acquisition of Capital
Stock or otherwise and which may include, for the avoidance of doubt, a transaction that may constitute a Change of Control), whose consummation is not conditioned on the availability of, or on obtaining, third party financing, (2) any
redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and
discharge or repayment, (3) any Restricted Payment requiring irrevocable notice in advance thereof; and (4) any asset sale or a disposition excluded from the definition of “Asset Disposition.”
“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Term Loan or a Revolving Credit Loan (including any Incremental Term
Loans, any Extended Term Loans or loans made pursuant to Extended Revolving Credit Commitments).
“Loan Documents” means, collectively, (i) this Agreement, (ii) the Notes, (iii) each Guaranty, (iv) the Collateral Documents, (v) each Letter of Credit Application, (vi) Amendment
No. 1, (vii) Amendment No. 2, (viii) Conversion Date Restatement Agreement and Amendment and (ix) any Customary Intercreditor Agreement, in each case as amended.
“Loan Parties” means, collectively, (i) the Borrower and (ii) each other Guarantor.
“Local Time” means local time in New York City, with respect to the times for (i) the determination of “Dollar Equivalent” and (ii) the receipt and sending of notices by and to and
the disbursement by or payment to the Administrative Agent, Revolver Agent, any L/C Issuer or Lender with respect to Loans and Letters of Credit denominated in Dollars.
“LTM EBITDA” means Consolidated EBITDA of the Borrower measured for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination
for which consolidated financial statements are available (which may be internal financial statements), in each case with such pro forma adjustments giving effect to such Indebtedness, acquisition or Investment, as applicable, since the
start of such four quarter period and as are consistent with the pro forma adjustments set forth in Section 1.09; provided, that to the extent LTM EBITDA is being tested as of the last
day of any Test Period, the financial statements used for such calculation shall be those referenced in the definition of “Test Period.”
“Management Advances” means loans or advances made to, or Guarantees with respect to loans or advances made to, future, present or former employees, directors, officers, managers,
contractors, consultants or advisors (or their respective Controlled Investment Affiliates or Immediate Family Members) of any Parent Entity, the Borrower or any Restricted Subsidiary:
(1) (a) in respect of travel, entertainment, relocation or moving related expenses, payroll advances and other analogous or similar expenses or payroll
expenses, in each case Incurred in the ordinary course of business or consistent with past practice or (b) for purposes of funding any such person’s purchase of Capital Stock (or similar obligations) of the Borrower, its Subsidiaries or
any Parent Entity with (in the case of this clause (1)(b)) the approval of the Board of Directors of the Borrower;
(2) in respect of relocation or moving related expenses, payroll advances and other analogous or similar expenses or payroll expenses, in each case Incurred in
connection with any closing or consolidation of any facility or office; or
(3) not exceeding $25 million in the aggregate outstanding at the time of incurrence.
“Management Stockholders” means the members of management of the Borrower (or any Parent Entity) or its Subsidiaries who are holders of Capital Stock of the Borrower or of any
Parent Entity on the Closing Date, the Conversion Date or will become holders of such Capital Stock in connection with the Transactions.
“Market Capitalization” means an amount equal to (i) the total number of issued and outstanding shares of common Capital Stock of the Borrower or any Parent Entity on the date of
the declaration of a Restricted Payment permitted pursuant to Section 7.06(b)(x) hereof multiplied by (ii) the arithmetic mean of the closing prices per share of such common Capital Stock on the principal securities exchange on
which such common Capital Stock are traded for the 30 consecutive trading days immediately preceding the date of declaration of such Restricted Payment.
“Master Agreement” has the meaning specified in the definition of “Swap Contract.”
“Material Adverse Effect” means a material adverse effect on the business, assets, operations, financial condition or results of operations of the Borrower and its Restricted
Subsidiaries taken as a whole (other than by virtue of the commencement of the Cases and the events and circumstances giving rise thereto and it being understood that the consummation of the Acceptable Reorganization Plan shall not
constitute such a material adverse effect); provided, however, that, to the extent constituting Disclosed Matters, effects arising out of, resulting from or attributable to COVID-19 shall not constitute or be deemed to contribute to a
Material Adverse Effect, and shall not otherwise be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur, except that effects with respect to COVID-19 shall be so
considered to the extent such effect disproportionately impacts the Borrower and its subsidiaries, taken as a whole, relative to other companies operating in the same industries.
“Material Subsidiary” means, at any date of determination, each Restricted Subsidiary of the Borrower that is not an Immaterial Subsidiary (but including, in any case, any
Restricted Subsidiary that has been designated as a Material Subsidiary as provided in, or has been designated as an Immaterial Subsidiary in a manner that does not comply with, the definition of “Immaterial Subsidiary”).
“Maturity Date” means:
(a) the earliest to occur of: (i) April 30, 2028, (ii) the date that occurs 91 days prior to the Maturity Date with respect to the Initial Term Loans (or if the
Initial Term Loans have been extended or refinanced (any such Indebtedness, the “Refinancing Initial Term Loan Debt”), the maturity date of such Refinancing Initial Term Loan Debt), (iii) unless the First-Priority Senior Secured
Notes have been repaid and/or redeemed in full, the date that occurs 91 days prior to the stated maturity date of the First-Priority Senior Secured Notes (or if the First-Priority Senior Secured Notes have been extended or refinanced (any
such Indebtedness, the “Refinancing 2027 Notes”), the maturity date of such Refinancing 2027 Notes) and (iv) unless the 2028 Notes (as defined below) have been repaid and/or redeemed in full, the date that occurs 91 days prior to
the stated maturity date of the Borrower’s first lien senior secured notes due 2028 (the “2028 Notes”) issued pursuant to the Indenture dated as of November 25, 2020 among the Borrower, as issuer, Wilmington Trust, National
Association, as trustee, and JPMCB, as the collateral agent, as such document may be amended, restated, supplemented or otherwise modified from time to time (or if the 2028 Notes have been extended or refinanced (any such Indebtedness,
the “Refinancing 2028 Notes”), the maturity date of such Refinancing 2028 Notes),
(b) with respect to any Extended Revolving Credit Commitments, the maturity date applicable to such Extended Revolving Credit Commitments in accordance with the
terms hereof,
(c) with respect to Initial Term Loans, July 1, 2031, and
(d) with respect to any (i) Extended Term Loan, the maturity date applicable to such Extended Term Loan in accordance with the terms hereof or (ii) Incremental
Term Loan, the maturity date applicable to such Incremental Term Loan in accordance with the terms hereof; provided, that in each case of clauses (a) through (d) above, if any such day is not a Business Day, the applicable
Maturity Date shall be the Business Day immediately succeeding such day.
“Maximum Tender Condition” has the meaning specified in Section 2.17(b).
“MFN Adjustment” has the meaning specified in Section 2.14(b).
“MFN Qualifying Term Loans” means any broadly syndicated term loans that are (i) Incurred prior to the six-month anniversary of the Amendment No. 2 Effective Date, (ii) are secured
by the Collateral on a pari passu basis with the Initial Term Loans and (iii) are pari passu in right of payment with the Initial Term Loans.
“Minimum Extension Condition” has the meaning specified in Section 2.15(b).
“Minimum Tender Condition” has the meaning specified in Section 2.17(b).
“Minimum Tranche Amount” has the meaning specified in Section 2.15(b).
“Moody’s” means Moody’s Investors Service, Inc. or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.
“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate makes or is obligated to
make contributions, or during the immediately preceding six (6) years, has made or been obligated to make contributions.
“Nationally Recognized Statistical Rating Organization” means a nationally recognized statistical rating organization within the meaning of Rule 436 under the Securities Act.
“Net Available Cash” with respect to (a) any Receivables Facility or Qualified Securitization Financing or any part thereof, means 100% of the cash proceeds therefrom, net of (i)
all taxes paid or reasonably estimated to be payable as a result thereof, fees (including investment banking fees and discounts), commissions, costs and other expenses, in each case in connection therewith, (ii) any amounts which are
required to be deposited in an interest reserve, prefunding or other transaction account in connection with a Receivables Facility or Qualified Securitization Financing and (iii) any proceeds received in connection with, and applied to,
a refinancing of any obligations under a Receivables Facility or Qualified Securitization Financing (including, for clarity and without limitation, obligations in respect of principal, interest and prepayment premiums) and (b) any Asset
Disposition or Casualty Event (as applicable) means cash proceeds received (including any cash proceeds received from the sale or other disposition of any Designated Non-Cash Consideration received in any Asset Disposition, but only as
and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to the properties or assets that are the subject of such Asset Disposition
or received in any other non-cash form) therefrom, in each case for this clause (b) net of:
(1) all legal, accounting, consulting, investment banking, survey costs, title and recording expenses, title insurance premiums, payments made in order to obtain
a necessary consent or required by applicable law, brokerage and sales commissions, relocation expenses, commissions, premiums (including tender premiums), defeasance costs, underwriting discounts, fees, costs and expenses (including
original issue discount, upfront fees or similar fees) in connection with such transaction;
(2) all Taxes paid, reasonably estimated to be payable, Tax reserves set aside or payable or accrued as a liability under GAAP (including, for the avoidance of
doubt, any income, withholding and other Taxes payable as a result of the distribution or deemed distribution of such proceeds to the Borrower or any of its Subsidiaries, transfer taxes, deed or mortgage recording taxes and Taxes that
would be payable in connection with any repatriation of such proceeds), as a consequence of such transaction, including distributions for Related Taxes or any transactions occurring or deemed to occur to effectuate a payment under this
Agreement;
(3) in the case of any Asset Disposition of assets that do not constitute Collateral, all payments made on any Indebtedness which is secured by any assets
subject to such transaction, in accordance with the terms of any Lien upon such assets, or which by applicable law is required to be repaid out of the proceeds from such transaction;
(4) all distributions and other payments required to be made to non-controlling interest or minority interest holders (other than any Parent Entity, the Borrower
or any of its respective Subsidiaries) in Subsidiaries or joint ventures as a result of such transaction;
(5) all costs associated with unwinding any related Hedging Obligations in connection with such transaction;
(6) the deduction of appropriate amounts required to be provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with
the assets disposed of in such transaction and retained by the Borrower or any Restricted Subsidiary after such transaction, including pension and other post-employment benefit liabilities and liabilities related to environmental matters
or against any indemnification obligations associated with such transaction;
(7) any portion of the purchase price from such transaction placed in escrow, whether for the satisfaction of any indemnification obligations in respect of such
transaction, as a reserve for adjustments to the purchase price associated with any such transaction or otherwise in connection with such transaction; and
(8) the amount of any liabilities (other than Indebtedness in respect of this Agreement, the First-Priority Senior Secured Notes and any other Indebtedness
secured on an equal priority with the foregoing) directly associated with such asset being sold and retained by the Borrower or any of its Restricted Subsidiaries.
“Net Short Lender” has the meaning specified in Section 10.01.
“New Frontier Borrower” has the meaning specified in the introductory paragraph to this Agreement.
“Non-Consenting Lender” has the meaning specified in Section 3.06(d).
“Non-Financing Lease Obligation” means a lease obligation that is not required to be accounted for as a financing or capital lease in accordance with GAAP.
“Non-Loan Party” means any Restricted Subsidiary that is not a Borrower or Guarantor.
“Nonrenewal Notice Date” has the meaning specified in Section 2.03(b)(iii).
“Note” means a Term Note or a Revolving Credit Note as the context may require.
“NYFRB” means the Federal Reserve Bank of New York.
“NYFRB’s Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.
“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any
day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted
at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates as so determined be less than zero, such rate shall be
deemed to be zero for purposes of this Agreement.
“Obligations” means any principal, interest (including Post-Petition Interest and fees accruing on or after the filing of any petition in bankruptcy or for reorganization relating
to the Borrower or any Guarantor whether or not a claim for Post-Petition Interest or fees is allowed in such proceedings), penalties, fees, expenses, indemnifications, reimbursements (including, without limitation, reimbursement
obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities payable under the documentation governing any Indebtedness. Unless the context otherwise requires, “Obligations” refers to Obligations
under the Loan Documents.
“Offered Loans” has the meaning specified in Section 2.05(d)(iii).
“Officer” means, with respect to any Person, (1) the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice
President, the Treasurer, any Assistant Treasurer, any Managing Director, the Secretary or any Assistant Secretary (a) of such Person or (b) if such Person is owned or managed by a single entity, of such entity, or (2) any other
individual designated as an “Officer” for the purposes of this Agreement by the Board of Directors of such Person.
“Officer’s Certificate” means, with respect to any Person, a certificate signed by one Officer of such Person.
“Organization Documents” means (a) with respect to any corporation or company, the certificate or articles of incorporation, the memorandum and articles of association, any
certificates of change of name and/or the bylaws; (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture,
trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, declaration, instrument, filing or notice with respect thereto filed in connection with
its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.
“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax
(other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction
pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan, Letter of Credit or Loan Document).
“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution,
delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with
respect to an assignment (other than an assignment made pursuant to Section 3.06).
“Outstanding Amount” means (a) with respect to any Loan on any date, the Dollar Equivalent of the outstanding principal amount thereof after giving effect to any borrowings and
prepayments or repayments thereof (including any refinancing of outstanding Unreimbursed Amounts under Letters of Credit or L/C Borrowings as a Revolving Credit Borrowing) occurring on such date; and (b) with respect to any Letter of
Credit, Unreimbursed Amount, L/C Borrowing or L/C Obligations on any date, the Dollar Equivalent of the outstanding amount thereof on such date after giving effect to any related L/C Credit Extension occurring on such date and any other
changes thereto as of such date, including as a result of any reimbursements of outstanding Unreimbursed Amounts under related Letters of Credit (including any refinancing of outstanding Unreimbursed Amounts under related Letters of
Credit or related L/C Credit Extensions as a Revolving Credit Borrowing) or any reductions in the maximum amount available for drawing under related Letters of Credit taking effect on such date.
“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar transactions denominated in Dollars by U.S.-managed
banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank
funding rate.
“Parent Entity” means any direct or indirect parent of the Borrower.
“Parent Entity Expenses” means:
(1) fees, costs and expenses (including all legal, accounting and other professional fees, costs and expenses) Incurred or paid by any Parent Entity in
connection with reporting obligations under or otherwise Incurred or paid in connection with compliance with applicable laws, rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement
or any other agreement or instrument relating to the Loans, the Guarantees or any other Indebtedness of the Borrower or any Restricted Subsidiary, including in respect of any reports filed or delivered with respect to the Securities Act,
Exchange Act or the rules and regulations promulgated thereunder;
(2) customary salary, bonus, severance, indemnity, insurance (including premiums therefor) and other benefits payable to any employee, director, officer,
manager, contractor, consultant or advisor of any Parent Entity or other Persons under its articles, charter, by-laws, partnership agreement or other organizational documents or pursuant to written agreements with any such Person to the
extent relating to the Company and its Subsidiaries;
(3) (x) general corporate operating and overhead fees, costs and expenses (including all legal, accounting and other professional fees, costs and expenses) and
following the first public offering of the Borrower’s Capital Stock or the Capital Stock of any Parent Entity, listing fees and other costs and expenses attributable to being a publicly traded company of any Parent Entity and (y) other
operational expenses of any Parent Entity related to the ownership or operation of the business of the Borrower or any of its Restricted Subsidiaries;
(4) expenses Incurred by any Parent Entity in connection with (i) any offering, sale, conversion or exchange of Capital Stock or Indebtedness (whether or not
successful) and (ii) any related compensation paid to employees, directors, officers, managers, contractors, consultants or advisors (or their respective Controlled Investment Affiliates or Immediate Family Members) of such Parent Entity;
(5) amounts payable pursuant to any management services or similar agreements or the management services provisions in an investor rights agreement or other
equityholders’ agreement not prohibited by Section 6.19 (including any amendment thereto or replacement thereof so long as any such amendment or replacement is not materially disadvantageous in the reasonable determination of the
Borrower to the Lenders when taken as a whole, as compared to the management services or similar agreements as in effect immediately prior to such amendment or replacement), solely to the extent such amounts are not paid directly by the
Borrower or its Subsidiaries; and
(7) amounts to finance Investments that would otherwise be permitted to be made pursuant to Section 7.06 hereof if made by the Borrower or a Restricted
Subsidiary; provided, that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment, (B) such Parent Entity shall, immediately following the closing
thereof, cause (1) all property acquired (whether assets or equity interests) to be contributed to the capital of the Borrower or one of its Restricted Subsidiaries or (2) the merger, consolidation or amalgamation of the Person formed or
acquired into the Borrower or one of its Restricted Subsidiaries (to the extent not prohibited by Section 7.04 hereof) in order to consummate such Investment, (C) such Parent Entity and its Affiliates (other than the Borrower or a
Restricted Subsidiary) receives no consideration or other payment in connection with such transaction except to the extent the Borrower or a Restricted Subsidiary could have given such consideration or made such payment in compliance with
this Agreement and such consideration or other payment is included as a Restricted Payment under this Agreement, (D) any property received by the Borrower shall not increase amounts available for Restricted Payments pursuant to Section
7.06(a) hereof and (E) such Investment shall be deemed to be made by the Borrower or such Restricted Subsidiary pursuant to a provision of Section 7.06 hereof or pursuant to the definition of “Permitted Investment.”
“Pari Passu Indebtedness” means Indebtedness which ranks equally in right of security to the Secured Obligations (but without regard to control over remedies).
“Pari Passu Intercreditor Agreement” means, with respect to any Liens on Collateral that are intended to be equal and ratable with the Liens securing the Loans (and other Secured
Obligations that are secured by Liens on the Collateral ranking equally and ratably with the Liens securing the Loans), one or more intercreditor agreements, each of which shall be in form and substance reasonably satisfactory to the
Administrative Agent (in consultation with the Revolver Agent). The intercreditor arrangements set forth in (x) prior to the Conversion Date, the DIP Pledge Agreement and/or the DIP Security Agreement, after execution and delivery
thereof, shall constitute a Pari Passu Intercreditor Agreement and (y) after the Conversion Date, the Exit Pledge Agreement and/or the Exit Security Agreement, after execution and delivery thereof, shall constitute a Pari Passu
Intercreditor Agreement.
“Participant” has the meaning specified in Section 10.07(e).
“Participant Register” has the meaning specified in Section 10.07(e).
“Payment” has the meaning assigned to it in Section 9.17(a).
“Payment Notice” has the meaning assigned to it in Section 9.17(b).
“PBGC” means the Pension Benefit Guaranty Corporation.
“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA
and is sponsored or maintained by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in
Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding six (6) years.
“Permitted Alternative Incremental Facilities Debt” has the meaning specified in Section 7.03(b)(xxii).
“Permitted Asset Swap” means the concurrent purchase and sale or exchange of assets used or useful in a Similar Business or a combination of such assets and cash, Cash Equivalents
between the Borrower or any of its Restricted Subsidiaries and another Person; provided that any cash or Cash Equivalents received in excess of the value of any cash or Cash Equivalents sold or
exchanged must be applied in accordance with Section 7.05 hereof.
“Permitted Debt Exchange” has the meaning specified in Section 2.17(a).
“Permitted Debt Exchange Notes” has the meaning specified in Section 2.17(a).
“Permitted Debt Exchange Offer” has the meaning specified in Section 2.17(a).
“Permitted Intercompany Activities” means any transactions between or among the Borrower and the Restricted Subsidiaries that are entered into in the ordinary course of business or
consistent with past practice of the Borrower and the Restricted Subsidiaries and, in the reasonable determination of the Borrower are necessary or advisable in connection with the ownership or operation of the business of the Borrower
and the Restricted Subsidiaries and not adverse to the Lenders in any material respect (as reasonably determined by the Borrower in good faith), including (i) payroll, cash management, purchasing, insurance and hedging arrangements; (ii)
management, technology and licensing arrangements; and (iii) customary loyalty and rewards programs; provided that any transactions between or among the Borrower and its Restricted Subsidiaries
pursuant to the Acceptable Reorganization Plan shall be deemed to be a “Permitted Intercompany Activity”; provided further that in the event the Borrower undertakes the Staggered Emergence, any
transaction between or among the Borrower and its Restricted Subsidiaries, on the one hand, and any Designated Entity, on the other hand, shall be deemed to be a “Permitted Intercompany Activity” from the Conversion Date until the first
date after the Conversion Date on which such Designated Entity is a Restricted Subsidiary of the Borrower to the extent such transaction is (1) entered into in the ordinary course of business or consistent with past practice of the
Borrower and its Restricted Subsidiaries, on the one hand, and Designated Entities, on the other hand, or (2) are not adverse to the Lenders in any material respect (as reasonably determined by the Borrower in good faith) including (i)
payroll, cash management, purchasing, insurance and hedging arrangements; (ii) management, technology and licensing arrangements; and (iii) customary loyalty and rewards programs.
“Permitted Investments” means (in each case, by the Borrower or any of its Restricted Subsidiaries):
(a) Investments in (i) a Restricted Subsidiary (including the Capital Stock of, or guarantees of obligations of, a Restricted Subsidiary) or the Borrower or
(ii) a Person (including the Capital Stock of any such Person) that will, upon the making of such Investment, become a Restricted Subsidiary;
(b) Investments in another Person if such Person is engaged, directly or through entities that will be Restricted Subsidiaries, in any Similar Business and as a
result of such Investment such other Person, in one transaction or a series of transactions, is merged, amalgamated, consolidated or otherwise combined with or into, or transfers or conveys all or substantially all its assets (or such
division, business unit, product line or business) to, or is liquidated into, the Borrower or a Restricted Subsidiary, and any Investment held by such Person; provided that such Investment was not acquired by such Person in contemplation
of such acquisition, merger, amalgamation, consolidation, combination, transfer or conveyance;
(c) Investments in cash, Cash Equivalents or Investment Grade Securities;
(d) Investments in receivables owing to the Borrower or any Restricted Subsidiary created or acquired in the ordinary course of business or consistent with past
practice;
(e) Investments in payroll, travel, entertainment, relocation, moving related and similar advances that are made in the ordinary course of business or consistent
with past practice;
(f) Management Advances;
(g) Investments (including debt obligations and equity interests) (a) received in settlement, compromise or resolution of debts created in the ordinary course
of business or consistent with past practice, (b) in exchange for any other Investment or accounts receivable, endorsements for collection or deposit held by the Borrower or any such Restricted Subsidiary, (c) as a result of foreclosure,
perfection or enforcement of any Lien, (d) in satisfaction of judgments or (e) pursuant to any plan of reorganization or similar arrangement including upon the bankruptcy or insolvency of a debtor or litigation, arbitration or other
disputes or otherwise with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;
(h) Investments made as a result of the receipt of promissory notes or other non-cash consideration (including earn-outs) from a sale or other disposition of
property or assets, including an Asset Disposition;
(i) Investments existing or pursuant to binding commitments, agreements or arrangements in effect on the Closing Date and any modification, replacement, renewal,
reinvestment or extension thereof; provided that the amount of any such Investment may not be increased except (i) as required by the terms of such Investment or binding commitment as in existence
on the Closing Date (including in respect of any unused commitment), plus any accrued but unpaid interest (including any accretion of interest, original issue discount or the issuance of pay-in-kind securities) and premium payable by the
terms of such Indebtedness thereon and fees and expenses associated therewith as of the Closing Date or (ii) as otherwise permitted under this Agreement;
(j) Hedging Obligations, which transactions or obligations are not prohibited by Section 7.03 hereof;
(k) pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business or Liens otherwise described in the
definition of “Permitted Liens” or made in connection with Liens permitted under Section 7.01 hereof;
(l) any Investment to the extent made using Capital Stock of the Borrower (other than Disqualified Stock) or Capital Stock of any Parent Entity or any
Unrestricted Subsidiary (other than an Unrestricted Subsidiary whose only material assets are Cash and Cash Equivalents) as consideration;
(m) any transaction to the extent constituting an Investment that is permitted and made in accordance with Section 6.19(b) hereof (except those described
in Sections 6.19(b)(i), (iv), (viii), (ix) and (xiv));
(n) Investments consisting of (i) purchases or other acquisitions of inventory, supplies, materials, equipment and similar assets) or (ii) licenses, sublicenses,
cross-licenses, leases, subleases, assignments, contributions or other Investments of IP Rights or other intangibles or services in the ordinary course of business pursuant to any joint development, joint venture or marketing arrangements
with other Persons or any Intercompany License Agreement and any other Investments made in connection therewith;
(o) (i) Guarantees of Indebtedness not prohibited by Section 7.03 hereof and (other than with respect to Indebtedness) guarantees, keepwells and similar
arrangements in the ordinary course of business or consistent with past practice, and (ii) performance guarantees and Contingent Obligations with respect to obligations that are permitted by this Agreement;
(p) Investments consisting of earnest money deposits required in connection with a purchase agreement, or letter of intent, or other acquisitions to the extent not
otherwise prohibited by this Agreement;
(q) Investments of a Restricted Subsidiary acquired after the Closing Date or of an entity merged or amalgamated into or consolidated with the Borrower or
merged or amalgamated into or consolidated with a Restricted Subsidiary after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation, or
consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;
(r) any Investment in any Subsidiary or any joint venture in the ordinary course of business or consistent with past practice (including any cash management
arrangements, cash pooling arrangements, intercompany loans or activities related thereto);
(s) contributions to a “rabbi” trust for the benefit of any employee, director, officer, manager, contractor, consultant, advisor or other service providers or
other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower, and Investments relating to non-qualified deferred payment plans in the ordinary course of business or consistent with past practice;
(t) after the Conversion Date, Investments in joint ventures and similar entities having an aggregate fair market value, when taken together with all other
Investments made pursuant to this clause that are at the time outstanding not to exceed the greater of $500.0 million and 17.5% of LTM EBITDA at the time of such Investment (with the fair market value of each Investment being measured at
the time made and without giving effect to subsequent changes in value), plus the amount of any returns (including dividends, payments, interest, distributions, returns of principal, profits on sale, repayments, income and similar
amounts) in respect of such Investments received by the Borrower or a Restricted Subsidiary (without duplication for purposes of Section 7.06 of any amounts applied pursuant to Section 7.06(a)) with the fair market value
of each Investment being measured at the time made and without giving effect to subsequent changes in value; provided, however, that if any Investment pursuant to this clause is made in any Person
that is not the Borrower or a Restricted Subsidiary at the date of the making of such Investment and such person becomes the Borrower or a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made
pursuant to clause (a) or (b) above and shall cease to have been made pursuant to this clause;
(u) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause that are at that time
outstanding, not to exceed (x) prior to the Conversion Date, $750.0 million and (y) after the Conversion Date, either (1) (A) taken together with the amount of Restricted Payments made pursuant to Section 7.06(b)(xvii) that are at the
time outstanding, the Shared Restricted Payment Amount or (B) so long as the Shared Restricted Payment Leverage Condition is satisfied, the greater of $500.0 million and 17.5% of LTM EBITDA, or (2) with the written consent of the Required
Revolving Credit Lenders (and for the avoidance of doubt, without the need for the consent of any other Lender), the greater of $750.0 million and 27.5% of LTM EBITDA (with the fair market value of each Investment being measured at the
time made and without giving effect to subsequent changes in value), plus the amount of any returns (including dividends, payments, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) in
respect of such Investments (without duplication for purposes of Section 7.06 of any amounts applied pursuant to Section 7.06(a) with the fair market value of each Investment being measured at the time made and without
giving effect to subsequent changes in value); provided that if any Investment pursuant to this clause is made in any Person that is not the Borrower or a Restricted Subsidiary at the date of the
making of such Investment and such Person subsequently becomes the Borrower or a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (a) or (b) above and shall cease to
have been made pursuant to this clause;
(v) any Investment in a Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause that are
at that time outstanding, not to exceed (x) prior to the Conversion Date, $625.0 million and (y) after the Conversion Date, the greater of $625.0 million and 22.5% of LTM EBITDA (with the fair market value of each Investment being
measured at the time made and without giving effect to subsequent changes in value), plus the amount of any returns (including dividends, payments, interest, distributions, returns of principal, profits on sale, repayments, income and
similar amounts) in respect of such Investments (without duplication for purposes of Section 7.06 of any amounts applied pursuant to Section 7.06(a) hereof) with the fair market value of each Investment being measured at
the time made and without giving effect to subsequent changes in value; provided, however, that if any Investment pursuant to this clause is made in any Person that is not the Borrower or a
Restricted Subsidiary at the date of the making of such Investment and such Person becomes the Borrower or a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (a) or (b)
above and shall cease to have been made pursuant to this clause;
(w) (i) Investments arising in connection with a Qualified Securitization Financing or Receivables Facility and (ii) distributions or payments of Securitization
Fees and purchases of Securitization Assets or Receivables Assets in connection with a Qualified Securitization Financing or Receivables Facility;
(x) Investments in connection with the Transactions;
(y) [reserved];
(z) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary as
described under Section 6.13;
(aa) guaranty and indemnification obligations arising in connection with surety bonds issued in the ordinary course of business or consistent with past practice;
(bb) Investments (a) consisting of purchases and acquisitions of assets or services in the ordinary course of business or consistent with past practice, (b) made
in the ordinary course of business or consistent with past practice in connection with obtaining, maintaining or renewing client, franchisee and customer contacts and loans, or (c) advances, loans, extensions of credit (including the
creation of receivables), prepayments made to, and guarantees with respect to obligations of, franchisees, distributors, suppliers, lessors, licensors and licensees, in the ordinary course of business or consistent with past practice;
(cc) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar deposits
entered into as a result of the operations of the business in the ordinary course of business or consistent with past practice;
(dd) Investments consisting of UCC Article 3 endorsements for collection or deposit and Article 4 trade arrangements with customers (or any comparable or similar
provisions in other applicable jurisdictions) in the ordinary course of business or consistent with past practice;
(ee) non-cash Investments in connection with tax planning and reorganization activities, Investments in connection with any Permitted Intercompany Activities and
Permitted Tax Restructuring and related transactions;
(ff) Investments made from casualty insurance proceeds in connection with the replacement, substitution, restoration or repair of assets on account of a Casualty
Event;
(gg) any other Investment after the Conversion Date so long as (i) no Event of Default has occurred and is continuing (or would result therefrom) and (ii)
immediately after giving pro forma effect to the Investment and the incurrence of any Indebtedness the net proceeds of which are used to make such Investment, the Consolidated First Lien Secured Leverage Ratio shall be no greater than
1.00 to 1.00;
(hh) after the Conversion Date, Investments in Unrestricted Subsidiaries having an aggregate fair market value, when taken together with all other Investments
made pursuant to this clause that are at the time outstanding not to exceed the greater of $500 million and 17.5% of LTM EBITDA at the time of such Investment (with the fair market value of each Investment being measured at the time made
and without giving effect to subsequent changes in value), plus the amount of any returns (including dividends, payments, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) in respect
of such Investments received by the Borrower or a Restricted Subsidiary (without duplication for purposes of Section 7.06 of any amounts applied pursuant to Section 7.06(a) hereof) with the fair market value of each
Investment being measured at the time made and without giving effect to subsequent changes in value; provided, however, that if any Investment pursuant to this clause is made in any Person that is
not the Borrower or a Restricted Subsidiary at the date of the making of such Investment and such Person becomes the Borrower or a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made
pursuant to clause (a) or (b) above and shall cease to have been made pursuant to this clause;
(ii) any Plan Contribution;
(jj) deposits or payments made with the FCC in connection with the auction or licensing of any permit, license, authorization, plan, directive, consent,
permission, consent order or consent decree of or from any Governmental Authority; and
(kk) the CoBank Equities and any other stock or securities of, or Investments in, CoBank or its investment services or program.
“Permitted Junior Intercreditor Agreement” means, with respect to any Liens on Collateral that are intended to be junior to any Liens securing the Loans (and other Secured
Obligations that are secured by Liens on the Collateral ranking equally and ratably with the Liens securing the Loans), an intercreditor agreement substantially in the form of Exhibit K hereto with (i) any immaterial, conforming
or technical changes (as determined in the Administrative Agent’s (in consultation with the Revolver Agent) sole discretion) thereto as the Borrower and the Administrative Agent (in consultation with the Revolver Agent) may agree in their
respective reasonable discretion and/or (ii) any other changes thereto as the Borrower and the Administrative Agent (in consultation with the Revolver Agent) may agree in their respective reasonable discretion, which changes are posted
for review by the Lenders and deemed acceptable if the Required Lenders have not objected thereto within five Business Days following the date on which such changes are posted for review.
“Permitted Junior Refinancing Debt” means any Indebtedness issued, incurred or otherwise obtained by the Borrower and guarantees with respect thereto by any Loan Party in the form
of one or more series of senior secured notes (issued in a public offering or a Rule 144A or other private placement) and/or senior secured loans (or any combination thereof); provided that (i)
such Indebtedness is secured by the Collateral on a junior basis to the Secured Obligations and the obligations in respect of any Permitted Pari Passu Refinancing Debt, in each case pursuant to a Permitted Junior Intercreditor Agreement,
and is not secured by any property or assets of the Borrower and its Restricted Subsidiaries other than the Collateral and (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect of Term Loans, Incremental
Term Loans, Refinancing Term Loans, Revolving Credit Loans, Incremental Revolving Credit Commitment or Refinancing Revolving Credit Loans.
“Permitted Liens” means with respect to any Person:
(a) Liens on assets or property of a Restricted Subsidiary that is not a Guarantor securing Indebtedness and other Obligations of any Restricted Subsidiary that
is not a Guarantor;
(b) pledges, deposits (including deposits with the FCC) or Liens (a) in connection with workmen’s compensation laws, payroll taxes, unemployment insurance laws,
employers’ health tax and other social security laws or similar legislation or other insurance related obligations (including in respect of deductibles, self-insured retention amounts and premiums and adjustments thereto), (b) securing
liability, reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees or similar instruments) for the benefit of insurance carriers under insurance or self-insurance
arrangements or otherwise supporting the payments of items set forth in the foregoing clause (a), or (c) in connection with bids, tenders, completion guarantees, contracts, leases, utilities, licenses, public or statutory obligations, or
to secure the performance of bids, trade contracts, government contracts and leases, statutory obligations, surety, stay, indemnity, warranty, release, judgment, customs, appeal, performance bonds, guarantees of government contracts,
return of money bonds, bankers’ acceptance facilities and obligations of a similar nature (including those to secure health, safety and environmental obligations), and obligations in respect of letters of credit, bank guarantees or
similar instruments that have been posted to support the same, or as security for contested taxes or import or customs duties or for the payment of rent, or other obligations of like nature, in each case incurred in the ordinary course of
business or consistent with past practice;
(c) Liens with respect to outstanding motor vehicle fines and Liens imposed by law or regulation, including carriers’, warehousemen’s, mechanics’, landlords’,
suppliers’, materialmen’s, repairmen’s, architects’, construction contractors’ or other similar Liens, in each case for amounts not overdue for a period of more than 60 days or, if more than 60 days overdue, are unfiled (or if filed, have
not been discharged or stayed) and no other action has been taken to enforce such Liens or that are being contested in good faith by appropriate proceedings;
(d) Liens for Taxes, assessments or other governmental charges that are not overdue and payable for a period of more than 60 days or not yet payable or subject
to penalties for nonpayment or that are being contested in good faith by appropriate proceedings or the nonpayment of which is permitted by applicable bankruptcy law; provided that appropriate
reserves required pursuant to GAAP (or other applicable accounting principles) have been made in respect thereof; or for property Taxes on property of the Borrower or one of its Subsidiaries has determined to abandon if the sole recourse
for such Tax is to such property;
(e) encumbrances, charges, ground leases, easements (including reciprocal easement agreements), survey exceptions, restrictions, encroachments, protrusions,
by-law, regulation, zoning restrictions or reservations of, or rights of others for, licenses, rights of way, servitudes, sewers, electric lines, drains, telegraph, telephone and cable television lines and other similar purposes, or
zoning, building codes or other restrictions (including minor defects and irregularities in title and similar encumbrances) as to the use of real properties, exceptions on title policies insuring Liens granted on any mortgaged properties
or any other collateral or Liens incidental to the conduct of the business of such Person or to the ownership of its properties, including servicing agreements, development agreements, site plan agreements, subdivision agreements,
facilities sharing agreements, cost sharing agreements and other similar agreements, charges or encumbrances, which do not in the aggregate materially interfere with the ordinary course conduct of the business of the Borrower and its
Restricted Subsidiaries, taken as a whole;
(f) Liens (a) securing Hedging Obligations or Cash Management Obligations and the costs thereof; (b) that are rights of set-off, rights of pledge or other
bankers’ Liens (i) relating to treasury, depository and cash management services or any automated clearing house transfers of funds in the ordinary course of business or consistent with past practice, (ii) relating to pooled deposit or
sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any of its Subsidiaries or consistent with past practice or (iii) relating to purchase orders and
other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business or consistent with past practice; (c) on cash accounts securing Indebtedness and other Obligations permitted to
be Incurred under Section 7.03(b)(viii)(v) with financial institutions; (d) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage
accounts incurred in the ordinary course of business or consistent with past practice and not for speculative purposes; and/or (e) (i) of a collection bank arising under Section 4-210 of the UCC or any comparable or successor provision on
items in the course of collection and (ii) in favor of a banking or other financial institution or electronic payment service providers arising as a matter of law encumbering deposits (including the right of set-off) arising in the
ordinary course of business in connection with the maintenance of such accounts and (iii) arising under customary general terms and conditions of the account bank in relation to any bank account maintained with such bank and attaching
only to such account and the products and proceeds thereof, which Liens, in any event, do not secure any Indebtedness;
(g) leases, licenses, subleases and sublicenses of assets (including real property and IP Rights) entered into in the ordinary course of business, consistent
with past practice or, with respect to IP Rights, that are not material to the conduct of the business of the Borrower or any Restricted Subsidiary, taken as a whole;
(h) Liens securing or otherwise arising out of judgments, decrees, attachments, orders or awards not giving rise to an Event of Default under Section
8.01(h) hereof;
(i) Liens (i) securing Capitalized Lease Obligations, or Purchase Money Obligations, or securing the payment of all or a part of the purchase price of, or
securing Indebtedness or other Obligations Incurred to finance or refinance the acquisition, improvement or construction of, assets or property acquired or constructed in the ordinary course of business; provided
that (a) the aggregate principal amount of Indebtedness secured by such Liens is otherwise permitted to be Incurred under this Agreement and (b) any such Liens may not extend to any assets or property of the Borrower or any Restricted
Subsidiary other than assets and property affixed or appurtenant thereto and accessions, additions, improvements, proceeds, dividends or distributions thereof, including after-acquired property that is (A) affixed or incorporated into the
property or assets covered by such Lien, (B) after-acquired property or assets subject to a Lien securing such Indebtedness, the terms of which Indebtedness require or include a pledge of after-acquired property or assets and (C) the
proceeds and products thereof and (b) any interest or title of a lessor, sublessor, franchisor, licensor or sublicensor or secured by a lessor’s, sublessor’s, franchisor’s, licensor’s or sublicensor’s interest under any Capitalized Lease
Obligations or Non-Financing Lease Obligations;
(j) Liens arising from UCC financing statements, including precautionary financing statements (or similar filings) regarding operating leases or consignments
entered into by the Borrower and its Restricted Subsidiaries;
(k) Liens existing on the Closing Date, provided that any such Lien securing Indebtedness or other obligations in
excess of $5.0 million is set forth on Schedule 7.01, including any Liens securing any Refinancing Indebtedness of any Indebtedness secured by such Liens (but excluding Liens securing the Facilities, the DIP Revolving Facility,
the Prepetition Credit Agreement, the First-Priority Senior Secured Notes (including any “Additional Notes” described in the First-Priority Senior Secured Note Documents), the Prepetition Second Lien Notes, the Prepetition Subsidiary Debt
and, in each case, any Guarantees thereof and Refinancing Indebtedness in respect thereof);
(l) Liens on property, other assets or shares of stock of a Person at the time such Person becomes a Subsidiary (or at the time the Borrower or a Subsidiary
acquires such property, other assets or shares of stock, including any acquisition by means of a merger, amalgamation, consolidation or other business combination transaction with or into the Borrower or any Restricted Subsidiary); provided, however, that such Liens are not created in anticipation of such other Person becoming a Subsidiary (or such acquisition of such property, other
assets or stock); provided, further, that such Liens are limited to all or part of the same property, other assets or stock (plus property and assets
affixed or appurtenant thereto and additions, improvements, accessions, proceeds, dividends or distributions thereof, including after-acquired property that is (i) affixed or incorporated into the property or assets covered by such Lien,
(ii) after-acquired property or assets subject to a Lien securing such Indebtedness, the terms of which Indebtedness require or include a pledge of after-acquired property or assets and (iii) the proceeds and products thereof) that
secured (or, under the written arrangements under which such Liens arose, could secure) the Obligations relating to any Indebtedness or other obligations to which such Liens relate;
(m) Liens securing Obligations relating to any Indebtedness or other Obligations of the Borrower or such Restricted Subsidiary owing to the Borrower or another
Restricted Subsidiary, or Liens in favor of the Borrower or any Restricted Subsidiary or the Administrative Agent;
(n) Liens securing Refinancing Indebtedness Incurred to refinance Indebtedness that was previously secured immediately prior to such refinancing, and permitted to
be so secured under this Agreement; provided that any such Lien is (A) equal or junior in priority to the Liens securing the Indebtedness or other obligations being refinanced and (B) limited to
all or part of the same property or assets (plus property and assets affixed or appurtenant thereto and additions, improvements, accessions, proceeds, dividends or distributions thereof, including after-acquired property that is (i)
affixed or incorporated into the property or assets covered by such Lien, (ii) after-acquired property or assets subject to a Lien securing such Indebtedness, the terms of which Indebtedness require or include a pledge of after-acquired
property or assets and (iii) the proceeds and products thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the Obligations relating to the Indebtedness or other obligations being
refinanced or is in respect of property or assets that is or could be the security for or subject to a Permitted Lien hereunder;
(o) (i) mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any government, statutory or
regulatory authority, developer, landlord or other third party on property over which the Borrower or any Restricted Subsidiary has easement rights or on any leased property and subordination or similar arrangements relating thereto and
(ii) any condemnation or eminent domain proceedings affecting any real property;
(p) any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any
joint venture secured financing arrangement, joint venture or similar agreement;
(q) Liens on property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress or partial payments by a
third party relating to such property or assets;
(r) Liens arising out of conditional sale, title retention, hire purchase, consignment or similar arrangements for the sale or purchase of goods entered into in
the ordinary course of business or consistent with past practice;
(s) Liens on the Collateral securing Indebtedness and other Obligations in respect of (i) the Secured Obligations, (ii) the Permitted Alternative Incremental
Facilities, (iii) [reserved], (iv) the First-Priority Senior Secured Notes and the related Guarantees, (v) the Prepetition Second Lien Notes, (vi) [reserved], and (vii) the Prepetition Subsidiary Debt incurred pursuant to Section
7.03(b)(iv)(E) and any Refinancing Indebtedness with respect thereto, and may rank, at the option of the Borrower, either equal in priority or junior in priority to the Liens on the Collateral securing the Secured Obligations;
(t) Liens securing Indebtedness and other Obligations under Section 7.03(b)(v) hereof; provided that such
Liens shall only be permitted if such Liens are limited to all or part of the same property or assets, including Capital Stock (plus property and assets affixed or appurtenant thereto and additions, improvements, accessions, proceeds,
dividends or distributions thereof, including after-acquired property that is (i) affixed or incorporated into the property or assets covered by such Lien, (ii) after-acquired property or assets subject to a Lien securing such
Indebtedness, the terms of which Indebtedness require or include a pledge of after-acquired property or assets and (iii) the proceeds and products thereof) acquired, or of any Person acquired or merged, consolidated or amalgamated with or
into the Borrower or any Restricted Subsidiary, in any transaction to which such Indebtedness or other Obligation relates;
(u) Liens securing Indebtedness and other Obligations under Sections 7.03(b)(vii), (xi) or (xvii) hereof (provided that, (x) in the case of Section 7.03(b)(vii) and (b)(xvii), the related Indebtedness represented by such Capitalized Lease Obligations, Purchase Money Obligations or other obligations shall not be
secured by any property, equipment or assets of the Borrower or any Restricted Subsidiary other than the property, equipment or assets so acquired, leased, expanded, constructed, installed, replaced, repaired or improved and any proceeds
therefrom and other than assets and property affixed or appurtenant thereto and accessions, additions, improvements, proceeds, dividends or distributions thereof, including after-acquired property that is (i) affixed or incorporated into
the property or assets covered by such Lien, (ii) after-acquired property or assets subject to a Lien securing such Indebtedness, the terms of which Indebtedness require or include a pledge of after-acquired property or assets, (iii) the
proceeds and products thereof and (iv) in the case of Section 7.03(b)(vii) (with respect to any Sale and Leaseback Transaction), such Liens cover only that assets subject to such Sale and Leaseback Transactions, and (y) in the
case of Section 7.03(b)(xi), such Liens cover only the assets of such Subsidiary);
(v) Liens existing on the Closing Date securing the Prepetition Subsidiary Debt;
(w) Liens on Capital Stock or other securities or assets of any Unrestricted Subsidiary that secure Indebtedness or other obligations of such Unrestricted
Subsidiary;
(x) Liens deemed to exist in connection with Investments permitted under clause (4) of the definition of “Cash Equivalents”;
(y) Liens on (i) goods the purchase price of which is financed by a documentary letter of credit issued for the account of the Borrower or any Subsidiary or
Liens on bills of lading, drafts or other documents of title arising by operation of law or pursuant to the standard terms of agreements relating to letters of credit, bank guarantees and other similar instruments and (ii) specific items
of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or documentary letters of credit issued or created for the account of such Person to facilitate the purchase,
shipment or storage of such inventory or other goods;
(z) Liens on vehicles or equipment of the Borrower or any Restricted Subsidiary in the ordinary course of business or consistent with past practice;
(aa) Liens on assets or securities deemed to arise in connection with and solely as a result of the execution, delivery or performance of contracts to sell such
assets or securities if such sale is otherwise permitted by this Agreement;
(bb) (i) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto, and (ii) Liens, pledges, deposits made
or other security provided to secure liabilities to, or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefits of), insurance carriers in the ordinary course of business
or consistent with past practice;
(cc) Liens solely on any cash earnest money deposits made in connection with any letter of intent or purchase agreement permitted under this Agreement;
(dd) Liens (i) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted under this Agreement to be
applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment (including any letter of intent or purchase agreement with respect to such Investment), and
(ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in an asset sale, in each case, solely to the extent such Investment or sale, transfer, lease or other disposition, as the case may be, would
have been permitted on the date of the creation of such Lien;
(ee) Liens securing Indebtedness and other Obligations in an aggregate principal amount not to exceed (x) prior to the Conversion Date, $100.0 million and (y)
after the Conversion Date, the greater of (a) $500.0 million and (b) 17.5% of LTM EBITDA at the time Incurred;
(ff) Liens then existing with respect to assets of an Unrestricted Subsidiary on the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary
as described under Section 6.13 hereof; provided that such Liens do not extend to any assets of the Borrower or its Restricted Subsidiaries other than those of such Unrestricted Subsidiaries;
(gg) Liens on the Collateral securing Pari Passu Indebtedness permitted to be Incurred pursuant to Section 7.03 hereof; provided
that at the time of Incurrence and after giving pro forma effect thereto, the Consolidated First Lien Leverage Ratio would be no greater than 1.35:1.00 and the holders of such Indebtedness, or their duly appointed agent, shall become a
party to the Pari Passu Intercreditor Agreement;
(hh) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.03 hereof; provided
that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;
(ii) Liens arising in connection with a Qualified Securitization Financing or a Receivables Facility;
(jj) Settlement Liens;
(kk) rights of recapture of unused real property in favor of the seller of such property set forth in customary purchase agreements and related arrangements with
any government, statutory or regulatory authority;
(ll) the rights reserved to or vested in any Person or government, statutory or regulatory authority by the terms of any lease, license, franchise, grant or
permit held by the Borrower or any Restricted Subsidiary or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;
(mm) restrictive covenants affecting the use to which real property may be put and Liens or covenants restricting or prohibiting access to or from lands abutting on
controlled access highways or covenants affecting the use to which lands may be put; provided that such Liens or covenants do not interfere with the ordinary conduct of the business of the
Borrower or any Restricted Subsidiary;
(nn) Liens on property, assets or Permitted Investments used to defease or to satisfy or discharge Indebtedness; provided
that such defeasance, satisfaction or discharge is not prohibited by this Agreement;
(oo) Liens relating to escrow arrangements securing Indebtedness, including (i) Liens on escrowed proceeds from the issuance of Indebtedness for the benefit of the
related holders of debt securities or other Indebtedness (or the underwriters, arrangers, trustee or collateral agent thereof) and (ii) Liens on cash or Cash Equivalents set aside at the time of the incurrence of any Indebtedness, in
either case to the extent such cash or Cash Equivalents prefund the payment of interest or premium or discount on such Indebtedness (or any costs related to the issuance of such Indebtedness) and are held in an escrow account or similar
arrangement to be applied for such purpose;
(pp) Liens securing any letter of credit facility or similar facility of the Borrower or any of its Subsidiaries in an aggregate principal amount outstanding at
any time not to exceed $75,000,000, so long as either (i) such Liens equally and ratably secure the Secured Obligations pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent or (ii) on or
prior to the date 90 days after the Closing Date, such Liens are on cash collateral provided to the issuer or lender under such letter of credit facility;
(qq) Liens securing Indebtedness of the Borrower or any Restricted Subsidiary to the Rural Electrification Administration or the Rural Utilities Service (or any
successor to any such agency) in an aggregate principal amount outstanding at any time not to exceed $50.0 million;
(rr) with respect to any Foreign Subsidiary, other Liens and privileges arising mandatorily by law under the jurisdiction of incorporation of such Foreign
Subsidiary;
(ss) Liens arising in connection with any (i) Permitted Intercompany Activities (but excluding any Liens arising in connection with any transactions pursuant to
the Acceptable Reorganization Plan, including, without limitation, any Liens securing this Agreement, the DIP Revolving Credit Agreement, the Exit Revolving Facility, the First-Priority Senior Secured Notes (including any “Additional
Notes” described in the First-Priority Senior Secured Note Documents), the Prepetition Second Lien Notes, the Prepetition Subsidiary Debt and, in each case, any Guarantees thereof and Refinancing Indebtedness in respect thereof) and (ii)
with the written consent of the Required Revolving Credit Lenders, Permitted Tax Restructuring; and
(tt) CoBank’s Liens (including the right of setoff) in the CoBank Equities and in any cash patronage.
In the event that a Permitted Lien meets the criteria of more than one of the types of Permitted Liens (at the time of incurrence or at a later date), the Borrower in its sole discretion
may divide, classify or from time to time reclassify all or any portion of such Permitted Lien in any manner that complies with Section 7.01 hereof and such Permitted Lien shall be treated as having been made pursuant only to the
clause or clauses of this definition to which such Permitted Lien has been classified or reclassified; provided that Liens incurred pursuant to clause (r)(i), (r)(iii) and (r)(iv) of this
definition may not be reclassified.
“Permitted Pari Passu Refinancing Debt” means any Indebtedness issued, incurred or otherwise obtained by the Borrower and guarantees with respect thereto by any Loan Party in the
form of one or more series of senior secured notes (issued in a public offering or a Rule 144A or other private placement) and/or senior secured loans (or any combination thereof); provided that
(i) such Indebtedness is secured by the Collateral on a pari passu basis with the Secured Obligations and is not secured by any property or assets of the Borrower or its Restricted Subsidiaries
other than the Collateral and (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect of Term Loans, Incremental Term Loans, Prepetition Subsidiary Debt, Refinancing Term Loans, Revolving Credit Loans,
Incremental Revolving Credit Commitments, or Refinancing Revolving Credit Loans.
“Permitted Payments” has the meaning specified in Section 7.06(b).
“Permitted Prior Liens” has the meaning ascribed to such word in Section 5.19(a)(iii) hereto.
“Permitted Tax Amount” means (a) with respect to any taxable year (or portion thereof) in which the Borrower or any Subsidiary is a member (or a disregarded entity of a member) of
a group filing a consolidated, combined, group, affiliated or unitary tax return with any Parent Entity or Subsidiary of a Parent Entity (or in which the Borrower is a disregarded entity wholly owned, directly or indirectly, by a
corporate Parent Entity), any dividends or other distributions to fund any income or similar Taxes for such taxable year (or portion thereof) for which such Parent Entity or Subsidiary is liable up to an amount not to exceed the amount of
any such Taxes that the Borrower and/or its applicable Subsidiaries would have been required to pay for such taxable year (or portion thereof) if the Borrower and/or its applicable Subsidiaries had paid such Taxes on a separate company
basis, or a consolidated, combined, group, affiliated or unitary basis on behalf of an affiliated group consisting only of the Borrower and such Subsidiaries, for all relevant taxable periods; or (b) for any taxable year (or portion
thereof) ending after the Conversion Date for which the Borrower is treated as a disregarded entity, partnership, or other flow-through entity for U.S. federal, state, provincial, territorial, and/or local income Tax purposes, the payment
of dividends or other distributions to the direct or indirect owner or owners of equity of the Borrower in an aggregate amount equal to the product of (i) the aggregate net taxable income of the Borrower and its Subsidiaries allocated to
such owners for U.S. federal income tax purposes for such taxable year (or portion thereof) and (ii) the highest combined marginal federal, state and/or local income tax rate applicable to a corporation residing in California or New York,
New York (whichever is higher for the relevant taxable year or portion thereof).
“Permitted Tax Restructuring” means any reorganizations and other activities related to Tax planning and reorganization entered into prior to, on or after the date hereof
(including the Transactions) so long as such Permitted Tax Restructuring is not adverse to the Lenders in any material respect (as reasonably determined by the Borrower in good faith); provided
that the Transactions shall not be considered adverse to the Lenders, in any material respect.
“Permitted Unsecured Refinancing Debt” means unsecured Indebtedness incurred by the Borrower and Guarantees with respect thereto by any Loan Party; provided that such Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect of Term Loans, Incremental Term Loans, Refinancing Term Loans, Revolving Credit Loans, Incremental Revolving Credit
Commitments, or Refinancing Revolving Credit Loans.
“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company, government
or any agency or political subdivision thereof or any other entity.
“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) other than a Foreign Plan, established, maintained or contributed to by any Loan Party
or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.
“Plan Asset Regulations” means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time to time.
“Plan Contribution” means the contribution of real property to the Borrower's defined benefit pension plan (or any successor plan) in existence on the Closing Date in lieu of all
or any portion of any required cash contributions to such pension plan, including by way of a Sale and Leaseback Transaction, in a manner consistent with past practice.
“Platform” has the meaning specified in Section 6.02.
“Pledged Collateral” means all the “Pledged Collateral” as defined in the applicable Pledge Agreement that is subject to any Lien in favor of the Collateral Agent (or the
Collateral Agent (as defined in the applicable Pledge Agreement)), for the benefit of the Secured Parties, pursuant to the applicable Pledge Agreement.
“Pledged Subsidiary” means any Subsidiary whose issued and outstanding equity interests are pledged pursuant to the applicable Pledge Agreement. As of the Closing Date, the
Pledged Subsidiaries shall be those entities listed on Schedule 5.
“Pledgor” means the Borrower in its capacity as the pledgor under the applicable Pledge Agreement.
“Post-Conversion Amendment No. 2” means that certain Amendment No. 2 to Amended and Restated Credit Agreement, dated as of May 12, 2022, by and among, inter alia, the Borrower, the Administrative Agent and the Revolving Credit Lenders party thereto.
“Post-Conversion Amendment No. 2 Effective Date” means “Amendment No. 2 Effective Date” under and as defined in the Post-Conversion Amendment No. 2.
“Post-Conversion Amendment No. 3” means that certain Amendment No. 3 to Amended and Restated Credit Agreement, dated as of March 8, 2022, by and among, inter alia, the Borrower, the Administrative Agent and the Revolving Credit Lenders party thereto.
“Post-Conversion Amendment No. 3 Effective Date” means “Amendment No. 3 Effective Date” under and as defined in the Post-Conversion Amendment No. 3.
“Post-Conversion Amendment No. 4” means that certain Amendment No. 4 to Amended and Restated Credit Agreement, dated as of June 21, 2023, by the Administrative Agent.
“Post-Conversion Amendment No. 4 Effective Date” means the “Conforming Changes Effective Date” under and as defined in the Post-Conversion Amendment No. 4.
“Post-Petition Interest” means any interest or entitlement to fees or expenses or other charges that accrue after the commencement of any bankruptcy or insolvency proceeding,
whether or not a claim therefor is allowed or allowable in any such bankruptcy or insolvency proceeding.
“Preferred Stock” as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends
or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.
“Prepetition Credit Agreement” means that certain First Amended and Restated Credit Agreement, dated as of February 27, 2017 (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time prior to the Petition Date), by and among the Borrower, as borrower, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent and the financial institutions and other
persons or entities party thereto as lenders.
“Prepetition Debt” means, collectively, the Indebtedness of each Debtor outstanding and unpaid on the date on which such Person becomes a Debtor, plus interest accruing thereon.
“Prepetition First Lien Notes” means the 8.000% First Lien Secured Notes due 2027 issued under the Prepetition First Lien Notes Indenture and outstanding on the Petition Date.
“Prepetition First Lien Notes Indenture” means that certain Indenture, dated as of March 15, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified
from time to time prior to the Petition Date), by and among the Borrower, as issuer, the guarantors party thereto, Wilmington Trust, National Association (as successor to The Bank of New York Mellon), as trustee and JPMorgan Chase Bank,
N.A., as collateral agent.
“Prepetition First Lien Notes Payoff” means the payment in full (other than contingent indemnification obligations not yet due and payable) of the Notes Obligations (as defined in
the Prepetition First Lien Notes Indenture) with respect to the Prepetition First Lien Notes in cash to the extent such payment has not occurred prior to the Consummation Date.
“Prepetition Second Lien Notes” means the 8.500% Second Lien Secured Notes due 2026 issued under the Prepetition Second Lien Notes Indenture and outstanding on the Closing Date.
“Prepetition Second Lien Notes Indenture” means that certain Indenture, dated as of March 19, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified
from time to time prior to the Closing Date), by and among the Borrower, as issuer, the guarantors party thereto, Wilmington Savings Fund Society, FSB (as successor to The Bank of New York Mellon), as trustee and collateral agent.
“Prepetition Subsidiary Debt” means, collectively, the (i) 8.500% Secured Debentures due November 15, 2031, issued under that certain Indenture, dated as of June 1, 1940 (as
amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the Petition Date) by and among GTE Southwest Incorporated, as issuer, and NCNB Texas National Bank, as trustee, (ii) 6.750% Unsecured
Debentures due May 15, 2027, issued under that certain Indenture, dated as of December 1, 1993 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the Petition Date) by and among GTE
California Incorporated, as issuer, and U.S. Bank Trust National Association, as successor trustee to Bank of America National Trust and Savings Association, (iii) 6.730% Unsecured Debentures due February 15, 2028, issued under that
certain Indenture, dated as of January 1, 1994 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the Petition Date) by and among GTE North Incorporated, as issuer, and The First
National Bank of Chicago, as trustee, (iv) 6.860% Unsecured Debentures due February 2, 2028, issued under that certain Indenture, dated as of November 1, 1993 (as amended, restated, amended and restated, supplemented or otherwise modified
from time to time prior to the Petition Date) by and among GTE Florida Incorporated, as issuer, and The Bank of New York, as successor trustee to NationsBank of Georgia, National Association, as trustee, and (v) 8.400% Unsecured
Debentures due October 15, 2029, represented by the Debentures, dated as of October 25, 1989, and issued by The Chesapeake and Potomac Telephone Company of West Virginia pursuant to a Purchase Agreement dated October 1989 with the
purchasers, in each case that are issued and outstanding on the Closing Date.
“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest
per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted
therein (as determined by the Administrative Agent or Revolver Agent, as applicable) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent or Revolver Agent, as applicable). Each change in the
Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.
“Primed Liens” has the meaning ascribed to such word in Section 5.19 hereto.
“Priming Liens” has the meaning ascribed to such word in Section 5.19 hereto.
“Principal Subsidiary” means any Subsidiary of the Borrower whose Consolidated Tangible Assets comprise in excess of 10% of the Consolidated Tangible Assets of the Borrower and its
consolidated Subsidiaries as of the Closing Date or thereafter, at the end of the most recent fiscal period for which consolidated financial statements are available (which may be internal consolidated financial statements) on a pro forma
basis giving effect to any acquisitions or dispositions of companies, division or lines of business since such balance sheet date or the start of such four quarter period, as applicable, and on or prior to the date of acquisition of such
Subsidiary.
“Proposed Discounted Prepayment Amount” has the meaning specified in Section 2.05(d)(ii).
“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.
“Public Company Costs” means, as to any Person or any Parent Entity, costs associated with, or in anticipation of, or preparation for, compliance with the requirements of the
Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith and costs relating to compliance with the provisions of the Securities Act and the Exchange Act or other comparable body of laws, rules or
regulations, as companies with listed equity, directors’ compensation, fees and expense reimbursement, costs relating to enhanced accounting functions and investor relations, stockholder meetings and reports to stockholders, directors’
and officers’ insurance and other executive costs, legal and other professional fees, listing fees and other transaction costs, in each case to the extent arising solely by virtue of the listing of such Person’s equity securities on a
national securities exchange or issuance of public debt securities.
“Public Lender” has the meaning specified in Section 6.02.
“Purchase Money Obligations” means any Indebtedness Incurred to finance or refinance the acquisition, leasing, expansion, construction, installation, replacement, repair or
improvement of property (real or personal), equipment or assets (including Capital Stock), and whether acquired through the direct acquisition of such property or assets or the acquisition of the Capital Stock of any Person owning such
property or assets, or otherwise.
“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).
“QFC Credit Support” has the meaning assigned to it in Section 10.23.
“Qualified Capital Stock” means any Capital Stock of the Borrower that is not Disqualified Stock.
“Qualified Securitization Financing” means any Securitization Facility that meets the following conditions: (i) the Board of Directors shall have determined in good faith that such
Securitization Facility (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Borrower and its Restricted Subsidiaries, (ii) all sales of Securitization
Assets and related assets by the Borrower or any Restricted Subsidiary to the Securitization Subsidiary or any other Person are made for fair consideration (as determined in good faith by the Borrower), (iii) the financing terms,
covenants, termination events and other provisions thereof shall be fair and reasonable terms (as determined in good faith by the Borrower) and may include Standard Securitization Undertakings, and (iv) without the written consent of the
Supermajority Revolving Credit Lenders (and for the avoidance of doubt, without the need for the consent of any other Lender), (A) the aggregate outstanding amount funded and committed amounts (whether or not funded) (including, without
limitation, commitments in respect of variable funding notes) under or in respect of all Qualified Securitization Financings and Receivables Facilities at any time, when taken together (without duplication) with the aggregate principal
amount of all other Specified Senior Indebtedness outstanding at such time, shall not exceed the Specified Senior Indebtedness Cap and (B) with respect to any Securitization Facility implemented after the Amendment No. 5 Effective Date,
the Specified Senior Indebtedness Condition shall be satisfied.
“Qualifying IPO” means any transaction or series of transactions that results in any common equity interests of the Borrower or any direct or indirect parent of the Borrower being
publicly traded on any United States national securities exchange or over the counter market, or any analogous exchange or market in the United States, Canada, the United Kingdom, Hong Kong or any country of the European Union.
“Qualifying Lenders” has the meaning specified in Section 2.05(d)(iv).
“Qualifying Loans” has the meaning specified in Section 2.05(d)(iv).
“Rating Agencies” means S&P, Moody’s and Fitch Ratings, Inc. or if no rating of S&P, Moody’s or Fitch is publicly available, as the case may be, the equivalent of such
rating selected by the Company by any other Nationally Recognized Statistical Ratings Organization
“Receivables Assets” means (a) any receivable owed to the Borrower or a Restricted Subsidiary subject to a Receivables Facility and the proceeds thereof and (b) all collateral
securing such receivable, all contracts and contract rights, guarantees or other obligations in respect of such receivable, all records with respect to such receivable and any other assets customarily transferred together with receivable
in connection with a non-recourse receivable factoring arrangement.
“Receivables Facility” means an arrangement between the Borrower or a Subsidiary and a commercial bank, an asset based lender or other financial institution or an Affiliate thereof
(I) pursuant to which (a) the Borrower or such Subsidiary, as applicable, sells (directly or indirectly) to such commercial bank, asset based lender or other financial institution (or such Affiliate) Receivables Assets and (b) the
obligations of the Borrower or such Restricted Subsidiary, as applicable, thereunder are non-recourse (except for Securitization Repurchase Obligations) to the Borrower and such Subsidiary and (c) the financing terms, covenants,
termination events and other provisions thereof shall be on market terms (as determined in good faith by the Borrower) and may include Standard Securitization Undertakings, and shall include any guaranty in respect of such arrangements
and (II) in respect of which, without the written consent of the Supermajority Revolving Credit Lenders (and for the avoidance of doubt, without the need for the consent of any other Lender), (A) the aggregate outstanding amount funded
and committed amounts (whether or not funded) (including, without limitation, commitments in respect of variable funding notes) under or in respect of all Qualified Securitization Financings and Receivables Facilities at any time, when
taken together (without duplication) with the aggregate principal amount of all other Specified Senior Indebtedness outstanding at such time, shall not exceed the Specified Senior Indebtedness Cap and (B) with respect to any Receivables
Facility implemented after the Amendment No. 5 Effective Date, the Specified Senior Indebtedness Condition shall be satisfied.
“Recipient” means (a) the Administrative Agent, (b) the Revolver Agent, (c) any Lender and (d) any L/C Issuer, as applicable.
“Reference Time” with respect to any setting of the then-current Benchmark or Revolver Benchmark means the time determined by the Administrative Agent or the Revolver Agent, as
applicable, in its reasonable discretion in consultation with the Borrower.
“refinance” means refinance, refund, replace, renew, repay, modify, restate, defer, substitute, supplement, reissue, resell, extend or increase (including pursuant to any
defeasance or discharge mechanism) and the terms “refinances,” “refinanced” and “refinancing” as used for any purpose in this Agreement shall have a correlative meaning.
“Refinancing Amendment” means an amendment to this Agreement in form and substance reasonably satisfactory to the Administrative Agent (and the Revolver Agent, if applicable) and
the Borrower executed by each of (a) the Borrower, (b) the Administrative Agent (and the Revolver Agent, if applicable) and (c) each Lender and Additional Lender that agrees to provide any portion of the Credit Agreement Refinancing
Indebtedness being incurred pursuant thereto.
“Refinancing Indebtedness” means Indebtedness that is Incurred to refund, refinance, replace, exchange, renew, repay or extend (including pursuant to any defeasance or discharge
mechanism) any Indebtedness (or unutilized commitment in respect of Indebtedness) existing on the Closing Date or Incurred (or established) in compliance with this Agreement (including Indebtedness of the Borrower that refinances
Indebtedness of any Restricted Subsidiary and Indebtedness of any Restricted Subsidiary that refinances Indebtedness of the Borrower or another Restricted Subsidiary) including Indebtedness that refinances Refinancing Indebtedness, and
Indebtedness incurred pursuant to a commitment that refinances any Indebtedness or unutilized commitment; provided, however, that:
(1) (a) such Refinancing Indebtedness has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the
remaining Weighted Average Life to Maturity of the Indebtedness being refunded, refinanced, replaced, exchanged, renewed, repaid or extended (or requires no or nominal payments in cash (other than interest payments) prior to the date that
is 91 days after the maturity date of the Initial Term Loans); and (b) to the extent such Refinancing Indebtedness refinances Subordinated Indebtedness, such Refinancing Indebtedness is Subordinated Indebtedness and is subordinated to the
Secured Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being refinanced;
(2) Refinancing Indebtedness shall not include:
(i) Indebtedness of a Subsidiary of the Borrower that is not a Guarantor that refinances Indebtedness of the Borrower or a Guarantor; or
(ii) Indebtedness of the Borrower or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary;
(3) such Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is
equal to or less than the sum of (x) the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) of the Indebtedness being refinanced plus (y) an amount equal to any unutilized commitment
relating to the Indebtedness being refinanced or otherwise then outstanding under a Facility or other financing arrangement being refinanced to the extent the unutilized commitment being refinanced could be drawn in compliance with Section
7.03 hereof immediately prior to such refinancing, plus (z) accrued and unpaid interest, dividends, premiums (including tender premiums), defeasance costs, underwriting discounts, fees, costs and expenses (including original issue
discount, upfront fees or similar fees) in connection with such refinancing; and
(4) in the case of Refinancing Indebtedness of Prepetition Subsidiary Debt, (a) such Refinancing Indebtedness shall not have a final maturity date earlier than
the Maturity Date applicable to the Initial Term Loans or the First-Priority Senior Secured Notes and shall not have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the Initial Loans or
the First-Priority Senior Secured Notes and (b) if such Refinancing Indebtedness is in the form of MFN Qualifying Term Loans, then the MFN Adjustment shall be made to the Initial Term Loans to the extent otherwise required under Section
2.14(b) as if such Refinancing Indebtedness were incurred thereunder (other than to the extent such Indebtedness constitutes a customary bridge facility, so long as the long-term Indebtedness into which such customary bridge
facility is to be converted or exchanged would not otherwise be subject to the MFN Adjustments);
provided, that clause (1)(a) above will not apply to any Refinancing Indebtedness in respect of the Prepetition Subsidiary
Debt.
“Refinancing Revolving Credit Commitments” means shall mean one or more tranches of Revolving Credit Commitments hereunder that result from a Refinancing Amendment.
“Refinancing Revolving Credit Loans” means one or more tranches of Revolving Credit Loans that result from a Refinancing Amendment.
“Refinancing Subsidiary Debt Term Loans” means one or more tranches of Term Loans that result from a Refinancing Amendment with respect to a refinancing of Prepetition Subsidiary
Debt.
“Refinancing Term Loans” means one or more tranches of Term Loans that result from a Refinancing Amendment (other than with respect to a refinancing of Prepetition Subsidiary
Debt).
“Refunding Capital Stock” has the meaning specified in Section 7.06(b)(ii).
“Registers” has the meaning specified in Section 10.07(d).
“Regulated Bank” means an Approved Commercial Bank that is (i) a U.S. depository institution the deposits of which are insured by the Federal Deposit Insurance Corporation; (ii) a
corporation organized under section 25A of the U.S. Federal Reserve Act of 1913; (iii) a branch, agency or commercial lending company of a foreign bank operating pursuant to approval by and under the supervision of the Board under 12 CFR
part 211; (iv) a non-U.S. branch of a foreign bank managed and controlled by a U.S. branch referred to in clause (iii); or (v) any other U.S. or non-U.S. depository institution or any branch, agency or similar office thereof supervised by
a bank regulatory authority in any jurisdiction.
“Regulation S‑X” means Regulation S‑X under the Securities Act.
“Rejection Notice” has the meaning specified in Section 2.05(b)(v).
“Related Taxes” means (i) any Taxes, including sales, use, transfer, rental, ad valorem, value added, stamp, property, consumption,
franchise, license, capital, registration, business, customs, net worth, gross receipts, excise, occupancy, intangibles or similar Taxes and other fees and expenses (other than (x) Taxes measured by income and (y) withholding Taxes),
required to be paid (provided such Taxes are in fact paid) by any Parent Entity by virtue of its:
(a) being organized or having Capital Stock outstanding (but not by virtue of owning stock or other equity interests of any corporation or other entity other
than, directly or indirectly, the Borrower or any of the Borrower’s Subsidiaries) or otherwise maintain its existence or good standing under applicable law,
(b) being a holding company parent, directly or indirectly, of the Borrower or any Subsidiaries of the Borrower,
(c) receiving dividends from or other distributions in respect of the Capital Stock of, directly or indirectly, the Borrower or any Subsidiaries of the Borrower,
or
(d) having made any payment in respect to any of the items for which the Borrower is permitted to make payments to any Parent Entity pursuant to Section
7.06; and
(ii) any Permitted Tax Amount.
“Release” means any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injection, migration or leaching into or through the
Environment or into, from or through any building, structure or facility.
“Relevant Governmental Body” means the Federal Reserve Board and/or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in
each case, any successor thereto.
“Reorganization Plan” means a plan of reorganization in the Cases.
“Reorganized Frontier” means the Company, or any successor, by merger, consolidation, reorganization, or otherwise, to the Company in the form of a corporation, limited liability
company, partnership, or other form, as the case may be, or a new corporation, limited liability company, or partnership that may be formed to, among other things, directly or indirectly acquire substantially all of the assets and
operations of the Debtors and issue common stock to be distributed pursuant to the Acceptable Reorganization Plan, in each case as contemplated by the Acceptable Reorganization Plan, and including in the Staggered Emergence (if
applicable), it being understood that Reorganized Frontier holding, directly or indirectly, substantially all of the assets and operations of the Debtors (other than the Designated Entities) as of the Conversion Date in the Staggered
Emergence (if applicable) constitutes Reorganized Frontier holding, directly or indirectly, substantially all of the assets and operations of the Debtors as of the Conversion Date.
“Reportable Event” means, with respect to any Pension Plan, any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for
which the thirty (30) day notice period has been waived.
“Repricing Transaction” means any repayment, prepayment, refinancing, conversion or replacement of all or a portion of the Initial Term Loans (i) with the proceeds of a broadly
syndicated first lien secured term loans denominated in the same currency the primary purpose of which is to reduce the Effective Yield applicable to the Initial Term Loans (and such Effective Yield is reduced) or (ii) in connection with
a mandatory prepayment (other than any mandatory prepayment required under Section 2.05(b)(i)) with the proceeds of Indebtedness having an Effective Yield that is less than the
Effective Yield of the Initial Term Loans being repaid, refinanced, substituted or replaced, including, in each case, as may be effected by an amendment of any provisions of this Agreement relating to the Applicable Rate or the Base Rate
or Adjusted Term SOFR Rate “floors” for, or Effective Yield of, the Initial Term Loans; provided, that a “Repricing Transaction” shall not include any repayment, prepayment, refinancing, replacement or amendment in
connection with (w) a Change of Control, (x) a Disposition of all or substantially all of the assets of the Borrower and its Restricted Subsidiaries, (y) an initial public offering or (z) a Transformative Acquisition.
“Request for Credit Extension” means with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Credit Loans, a Committed Loan Notice.
“Required Debt Terms” means, (a) in respect of any Refinancing Term Loans, the following requirements: provided that (i) to the extent
secured by the Collateral, a Customary Intercreditor Agreement is entered into, (ii) any Refinancing Term Loans do not mature prior to the maturity date of or have a shorter Weighted Average Life to Maturity prior to the Terms Loans being
refinanced, (iii) such Refinancing Term Loans have the same guarantors as the Term Loans being refinanced unless such guarantors substantially concurrently guarantee the Secured Obligations, (iv) such Refinancing Term Loans are secured by
the same assets as the Term Loans being refinanced unless such assets substantially concurrently secure the Secured Obligations and (vi) the terms and conditions of such Refinancing Term Loans (excluding pricing and optional prepayment or
redemption terms or covenants or other provisions applicable only to periods after the Maturity Date of the Loans or Commitments being refinanced) shall not be more restrictive (taken as a whole) than those applicable to the Term Loans,
except to the extent the terms of the Term Loans are modified to benefit from such more restrictive provisions, or such more restrictive provisions reflect market terms and conditions at the time of incurrence or issuance (as reasonably
determined by the Borrower in good faith), (b) in respect of any Refinancing Subsidiary Debt Term Loans, (i) to the extent secured by the Collateral, a Customary Intercreditor Agreement is entered into, (ii) any Refinancing Subsidiary
Debt Term Loans do not mature prior to the Maturity Date of the Initial Term Loans, (iii) such Refinancing Subsidiary Debt Term Loans have the same guarantors as the Initial Term Loans, (iv) such Refinancing Subsidiary Debt Term Loans are
secured by the same assets as the Initial Term Loans and (vi) the terms and conditions of such Refinancing Subsidiary Debt Term Loans (excluding pricing and optional prepayment or redemption terms or covenants or other provisions
applicable only to periods after the Maturity Date of the Loans or Commitments being refinanced) shall not be more restrictive (taken as a whole) than those applicable to the Term Loans, except to the extent the terms of the Term Loans
are modified to benefit from such more restrictive provisions, or such more restrictive provisions reflect market terms and conditions at the time of incurrence or issuance (as reasonably determined by the Borrower in good faith), (c) in
respect of any Refinancing Revolving Credit Commitments, (i) to the extent applicable, a Customary Intercreditor Agreement is entered into, (ii) any Refinancing Revolving Credit Commitment does not mature prior to the maturity date of or
have scheduled amortization or commitment reductions prior to the maturity date of the Revolving Credit Commitments being refinanced, (iii) such Refinancing Revolving Credit Commitments have the same guarantors unless such guarantors
substantially concurrently guarantee the Obligations, (iv) such Refinancing Revolving Credit Commitments are secured by the same assets as the Revolving Credit Commitments being refinanced unless such assets substantially concurrently
secure the Obligations, (v) the terms and conditions of such Refinancing Revolving Credit Commitments (excluding pricing and optional prepayment or redemption terms or covenants or other provisions applicable only to periods after the
Maturity Date of the Loans or Commitments being refinanced) shall not be more restrictive (taken as a whole) than those applicable to the Revolving Credit Commitments, except to the extent the terms of the Revolving Credit Facility are
modified to benefit from such more restrictive provisions, or such more restrictive provisions reflect market terms and conditions at the time of incurrence or issuance (as reasonably determined by the Borrower in good faith) and (vi) if
such Refinancing Revolving Credit Commitments contain any financial maintenance covenants, such covenants shall be added for the benefit of the Revolving Credit Lenders.
“Required Facility Lenders” means, with respect to any Facilities on any date of determination, Lenders having or holding more than 50% of the sum of (a) the aggregate principal
amount of outstanding Loans under such Facilities and (b) the aggregate unused Commitments under such Facilities; provided that the portion of outstanding Loans and the unused Commitments of such
Facilities, as applicable, held or deemed held by a Defaulting Lender shall be excluded for purposes of making a determination of Required Facility Lenders.
“Required Lenders” means, as of any date of determination, Lenders holding more than 50.0% of the sum of the (a) Total Outstandings (with the aggregate Outstanding Amount of each
Lender’s Revolving Credit Exposure being deemed “held” by such Lender for purposes of this definition), (b) aggregate unused Term Commitments and (c) aggregate unused Revolving Credit Commitments; provided, that the unused Term
Commitment and unused Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by any Defaulting Lender shall be excluded for all purposes of making a determination of Required Lenders.
“Required Revolving Credit Lenders” means, as of any date of determination, Revolving Credit Lenders holding more than 50.0% of the sum of the (a) Outstanding Amount of Revolving
Credit Exposure (with the aggregate Outstanding Amount of each Lender’s Revolving Credit Exposure being deemed “held” by such Lender for purposes of this definition) and (b) aggregate unused Revolving Credit Commitments; provided,
that the Revolving Credit Commitment and the Revolving Credit Exposure of any Defaulting Lender shall be excluded for all purposes of making a determination of Required Revolving Credit Lenders.
“Required Term Lenders” means, as of any date of determination, Term Lenders holding more than 50.0% of the sum of the (a) Outstanding Amount of Term Loans and (b) aggregate unused
Term Commitments; provided, that the unused Term Commitment of, and the portion of the Total Outstandings held or deemed held by any Defaulting Lender shall be excluded for all purposes of making a determination of Required Term
Lenders.
“Reserved Indebtedness Amount” has the meaning specified in Section 7.03(c)(ix).
“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
“Responsible Officer” means the chief executive officer, president, vice president, chief financial officer, treasurer, assistant treasurer or other similar officer or director of
a Loan Party and, as to any document delivered on the Closing Date, any secretary or assistant secretary of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively
presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.
“Restricted Casualty Event” has the meaning specified in Section 2.05(b)(vi).
“Restricted Disposition” has the meaning specified in Section 2.05(b)(vi).
“Restricted Investment” means any Investment other than a Permitted Investment.
“Restricted Payment” has the meaning specified in Section 7.06(a).
“Restricted Subsidiary” means any Subsidiary of the Borrower other than an Unrestricted Subsidiary.
“Retained Declined Proceeds” has the meaning specified in Section 2.05(b)(v).
“Revolver Adjusted Daily Simple SOFR” means an interest rate per annum equal to (a) the Daily Simple SOFR, plus (b) 0.10%; provided that if the Revolver Adjusted Daily Simple SOFR
as so determined would be less than the Revolver Floor, such rate shall be deemed to be equal to the Revolver Floor for the purposes of this Agreement. When this term is used in reference to any Loan or Borrowing, refers to whether such
Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Revolver Adjusted Daily Simple SOFR.
“Revolver Adjusted Term SOFR Rate” means, for any Interest Period, an interest rate per annum equal to (a) the Revolver Term SOFR Rate for such Interest Period, plus (b) 0.10%;
provided that if the Revolver Adjusted Term SOFR Rate as so determined would be less than the Revolver Floor, such rate shall be deemed to be equal to the Revolver Floor for the purposes of this Agreement. When this term is used in
reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Revolver Adjusted Term SOFR Rate other than pursuant to clause (II)(c)
of the definition of “Base Rate”.
“Revolver Agent” means, GS Bank (and any of its Affiliates selected by GS Bank), in its capacity as agent under the DIP Revolving Facility and the Exit Revolving Facility, or any
successor revolver agent appointed in accordance with Section 9.09.
“Revolver Available Tenor” means, as of any date of determination and with respect to the then-current Revolver
Benchmark, as applicable, any tenor for such Revolver Benchmark or payment period for interest calculated with reference to such Revolver Benchmark, as applicable, that is or may be used for determining the length of an Interest Period
pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Revolver Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 3.07(e).
“Revolver Benchmark” means, initially, the Revolver Term SOFR Rate; provided that if a Revolver Benchmark Transition Event and its
related Revolver Benchmark Replacement Date have occurred with respect to the Revolver Term SOFR Rate or the then-current Revolver Benchmark, then “Revolver Benchmark” means the applicable Revolver Benchmark Replacement to the extent that
such Revolver Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.07(b).
“Revolver Benchmark Replacement” means, for any Revolver Available Tenor, the first alternative set forth in the order below that can be
reasonably determined by the Revolver Agent in consultation with the Borrower for the applicable Revolver Benchmark Replacement Date:
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(1) |
the sum of: (a) Daily Simple SOFR and (b) the related Revolver Benchmark Replacement Adjustment;
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(2) |
the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Revolver Benchmark for the applicable Revolver Corresponding Tenor giving
due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for
determining a benchmark rate as a replacement for the then-current Revolver Benchmark for U.S. dollar-denominated syndicated credit facilities at such time and (b) the related Revolver Benchmark Replacement Adjustment;
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If the Revolver Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than the Revolver Floor, the Revolver Benchmark Replacement will be deemed to be the Revolver Floor for
the purposes of this Agreement and the other Loan Documents.
“Revolver Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Revolver Benchmark with a Revolver
Unadjusted Benchmark Replacement for any applicable Interest Period and Revolver Available Tenor for any setting of such Revolver Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such
spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Revolver Agent and the Borrower for the applicable Revolver Corresponding Tenor giving due consideration to (i) any selection or
recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Revolver Benchmark with the applicable Revolver Unadjusted Benchmark Replacement by the Relevant
Governmental Body on the applicable Revolver Benchmark Replacement Date or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for
the replacement of such Revolver Benchmark with the applicable Revolver Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities at such time.
“Revolver Benchmark Replacement Conforming Changes” means, with respect to any Revolver Benchmark Replacement and/or any
Revolver Adjusted Term SOFR Rate Loan, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business
Day,” the definition of “Interest Period,” the timing and frequency of determining rates and making payments of interest, the timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the
applicability of breakage provisions, and other technical, administrative or operational matters) that the Revolver Agent (or, for purposes of clause (2) of the definition of “Revolver Benchmark Replacement”, the Revolver Agent with the
consent of the Borrower) reasonably determines in consultation with the Borrower may be appropriate to reflect the adoption and implementation of such Revolver Benchmark and the other provisions contemplated by Section 3.07 (provided
that any such change that is not substantially consistent with both (x) market practice and (y) other syndicated credit facilities for similarly situated borrowers denominated in the same currency as the Facilities shall be reasonably
determined by the Revolver Agent in consultation with the Borrower), and to permit the administration thereof by the Revolver Agent in a manner substantially consistent with both (x) market practice and (y) other syndicated credit
facilities for similarly situated borrowers denominated in the same currency as the Facilities market practice (or, if the Revolver Agent reasonably determines, in consultation with the Borrower, that adoption of any portion of such
market practice is not administratively feasible or if the Revolver Agent reasonably determines, in consultation with the Borrower, that no market practice for the administration of such Revolver Benchmark exists, in such other manner of
administration as the Revolver Agent (or, for purposes of clause (2) of the definition of “Revolver Benchmark Replacement”, the Revolver Agent with the consent of the Borrower), reasonably determines in consultation with the Borrower is
reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).
“Revolver Benchmark Replacement Date” means the earliest to occur of the following events with respect to the
then-current Revolver Benchmark:
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(1) |
in the case of clause (1) or (2) of the definition of “Revolver Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the
administrator of such Revolver Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Revolver Available Tenors of such Revolver Benchmark (or such component
thereof); or
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(2) |
in the case of clause (3) of the definition of “Revolver Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.
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For the avoidance of doubt, (i) if the event giving rise to the Revolver Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the
Revolver Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Revolver Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2)
with respect to any Revolver Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Revolver Available Tenors of such Revolver Benchmark (or the published component used in the
calculation thereof).
“Revolver Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the
then-current Revolver Benchmark:
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(1) |
a public statement or publication of information by or on behalf of the administrator of such Revolver Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will
cease to provide all Revolver Available Tenors of such Revolver Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor
administrator that will continue to provide any Revolver Available Tenor of such Revolver Benchmark (or such component thereof);
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(2) |
a public statement or publication of information by the regulatory supervisor for the administrator of such Revolver Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal
Reserve Bank of New York, the CME Term SOFR Administrator, an insolvency official with jurisdiction over the administrator for such Revolver Benchmark (or such component), a resolution authority with jurisdiction over the
administrator for such Revolver Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Revolver Benchmark (or such component), which states that the
administrator of such Revolver Benchmark (or such component) has ceased or will cease to provide all Revolver Available Tenors of such Revolver Benchmark (or such component thereof) permanently or indefinitely, provided
that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Revolver Available Tenor of such Revolver Benchmark (or such component thereof); or
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(3) |
a public statement or publication of information by the regulatory supervisor for the administrator of such Revolver Benchmark (or the published component used in the calculation thereof) announcing that all Revolver Available
Tenors of such Revolver Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.
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For the avoidance of doubt, a “Revolver Benchmark Transition Event” will be deemed to have occurred with respect to any Revolver Benchmark if a public statement or publication of information set forth above
has occurred with respect to each then-current Revolver Available Tenor of such Revolver Benchmark (or the published component used in the calculation thereof).
“Revolver Benchmark Unavailability Period” means the period (if any) (x) beginning at the time that a Revolver Benchmark
Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Revolver Benchmark Replacement has replaced the then-current Revolver Benchmark for all purposes hereunder and under any Loan Document in
accordance with this Section 3.07 and (y) ending at the time that a Revolver Benchmark Replacement has replaced the then-current Revolver Benchmark for all purposes hereunder and under any Loan Document in accordance with this Section
3.07.
“Revolver Compliance Certificate” means a certificate substantially in the form of Exhibit D-4.
“Revolver Corresponding Tenor” with respect to any Revolver Available Tenor means, as applicable, either a tenor
(including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Revolver Available Tenor.
“Revolver Event of Default” means a Revolver Payment Event of Default, a Financial Covenant Event of Default and/or any other Event of Default that arises from any non-compliance
with any Revolver Specific Provision.
“Revolver Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this
Agreement or otherwise) with respect to the Revolver Adjusted Term SOFR Rate or Revolver Adjusted Daily Simple SOFR for the Revolving Credit Facility. For the avoidance of doubt, the Revolver Floor as of the Post-Conversion Amendment No.
2 Effective Date for each of the Revolver Adjusted Term SOFR Rate or Revolver Adjusted Daily Simple SOFR shall be 0%.
“Revolver Payment Event of Default” means an Event of Default pursuant to Section 8.01(a) with respect to payment obligations solely relating to the Revolving Credit
Facility.
“Revolver SOFR Loans” means Revolver Adjusted Term SOFR Rate Loans or Revolver Adjusted Daily Simple SOFR Loans.
“Revolver Specific Provision” means any financial covenant and cure provision with respect thereto (including, without limitation, the Financial Covenant and the cure provisions in
Section 8.05), representation, affirmative covenant, negative covenant, event of default or any other provision or definition, in each case under any Loan Document, that applies solely to the Revolving Credit Facility and/or that
is more restrictive against the Borrower than what is otherwise reflected in the Loan Documents for the Initial Term Loans, as negotiated for the sole benefit of the Revolving Credit Lenders (including, without limitation, clause
(b)(25)(ii) of the definition of “Asset Disposition”, the first sentence of the last paragraph of the definition of “Change of Control”, clause (c)(ii) in the definition of “Consolidated Total Indebtedness”, subclause (y)(2) in
clause (u) of the definition of “Permitted Investments”, clause (ss)(ii) of the definition of “Permitted Liens”, clause (B)(2) in the definition of “Incremental Incurrence Test”, , subclause (y)(2) in Section 7.03(a), the last
proviso in Section 7.03(a), subclause (y)(y) in Section 7.03(b)(vii), clause (H) in Section 7.03(b)(xxii), subclause (A) in Section 7.06(a) immediately after Section 7.06(a)(iv), subclause (i)(y) in
Section 7.06(b)(xvii), Section 7.07 and Section 8.05).
“Revolver Register” has the meaning specified in Section 10.07(d).
“Revolver Term SOFR Determination Day” has the meaning assigned to it under the definition of Revolver Term SOFR Reference Rate.
“Revolver Term SOFR Rate” means,
(a) with respect to any Revolver Adjusted Term SOFR Rate Borrowing and for any tenor comparable to the applicable Interest Period, the Revolver Term SOFR Reference Rate at
approximately 5:00 p.m., New York City time, two U.S. Government Securities Business Days prior to the commencement of such tenor comparable to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator;
and
(b) with respect to any Revolving Credit Loan that is a Base Rate Loan on any day, the Revolver Term SOFR Reference Rate for a tenor of one month on the day that is two U.S.
Government Securities Business Days prior to such day, as such rate is published by the CME Term SOFR Administrator.
“Revolver Term SOFR Reference Rate” means, for any day and time (such day, the “Revolver Term SOFR Determination Day”), with respect to any Revolver Adjusted Term SOFR Rate
Borrowing and for any tenor comparable to the applicable Interest Period, the rate per annum determined by the Revolver Agent as the forward-looking term rate based on SOFR. If by 5:00 pm (New York City time) on such Revolver Term SOFR
Determination Day, the “Revolver Term SOFR Reference Rate” for the applicable tenor has not been published by the CME Term SOFR Administrator and a Revolver Benchmark Replacement Date with respect to the Revolver Term SOFR Rate has not
occurred, then the Revolver Term SOFR Reference Rate for such Revolver Term SOFR Determination Day will be the Revolver Term SOFR Reference Rate as published in respect of the first preceding U.S. Government Securities Business Day for
which such Revolver Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first preceding Business Day is not more than three (3) Business Days prior to such Revolver Term SOFR Determination Day.
“Revolver Unadjusted Benchmark Replacement” means the applicable Revolver Benchmark Replacement excluding the related Revolver Benchmark Replacement Adjustment.
“Revolving Credit Borrowing” means a borrowing consisting of Revolving Credit Loans of the same Class, Type and currency, made, converted or continued on the same date and, in the
case of Revolver Adjusted Term SOFR Rate Loans, as to which a single Interest Period is in effect.
“Revolving Credit Commitment” means with respect to each Lender, the commitment, if any, of such Lender to make Revolving Credit Loans and to acquire participations in Letters of
Credit, expressed as an amount representing the maximum possible aggregate amount of such Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.06 and (b)
increased from time to time pursuant to Section 2.14. The initial amount of each Lender’s Revolving Credit Commitment on the Amendment No. 7 Effective Date is set forth on Schedule 2.01 to the Amendment No. 7, or in the
Assignment and Assumption pursuant to which such Lender shall have assumed its Revolving Credit Commitment, as the case may be. The aggregate amount of the Lenders’ Revolving Credit Commitments on the Amendment No. 7 Effective Date is
$925,000,000.
“Revolving Credit Exposure” means, at any time for any Lender, the sum of (a) the Outstanding Amount of the Revolving Credit Loans of such Lender outstanding at such time and (b)
the L/C Exposure of such Lender at such time.
“Revolving Credit Facility” means the Revolving Credit Commitments and the extension of credit made thereunder.
“Revolving Credit Lender” means a Lender with a Revolving Credit Commitment or, if the Revolving Credit Commitments have terminated or expired, a Lender with Revolving Credit
Exposure.
“Revolving Credit Loan” means a Loan made or deemed made pursuant to Section 2.01(b).
“Revolving Credit Note” means a promissory note of the Borrower payable to any Revolving Credit Lender or its registered assigns, in substantially the form of Exhibit C-2
hereto with appropriate insertions, evidencing the aggregate Indebtedness of the Borrower to such Revolving Credit Lender resulting from the Revolving Credit Loans made by such Revolving Credit Lender under the Revolving Credit Facility.
“RSA” means the Restructuring Support Agreement, dated on or about April 14, 2020, by and among the Debtors and certain of their creditors, as amended, restated, amended and
restated or supplemented to the extent not adverse to the interest of the Lenders.
“S&P” means Standard & Poor’s Investors Ratings Services or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.
“Sale and Leaseback Transaction” means any arrangement providing for the leasing by the Borrower or any of its Restricted Subsidiaries of any real or tangible personal property,
which property has been or is to be sold or transferred by the Borrower or such Restricted Subsidiary to a third Person in contemplation of such leasing.
“Sanctioned Country” means, at any time, a country or territory which is itself the subject or target of any comprehensive economic Sanctions (at the time of this Agreement, the
so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria).
“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S.
Department of the Treasury or the U.S. Department of State, (b) any Person operating, organized or resident in a Sanctioned Country, (c) any Person owned 50% or more or controlled by any such Person or Persons, directly or indirectly or
(d) any Person otherwise the subject of Sanctions.
“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by the
Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State.
“SEC” means the Securities and Exchange Commission or successor thereto.
“Secured Cash Management Obligations” means Cash Management Obligations owed by the Borrower or any Restricted Subsidiary to any Cash Management Bank.
“Secured Hedge Agreement” means any Swap Contract that is entered into by and between any Loan Party (or any Person that merges into a Loan Party) or any Restricted Subsidiary and
any Hedge Bank.
“Secured Indebtedness” means any Indebtedness secured by a Lien other than Indebtedness with respect to Secured Cash Management Obligations.
“Secured Obligations” means all (x) advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party or other Subsidiary arising under any Loan Document or
otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, fees,
expenses and other amounts that accrue after the commencement by or against any Loan Party or any other Subsidiary of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether
such interest, fees, expenses and other amounts are allowed claims in such proceeding, (y) obligations of any Loan Party or any other Restricted Subsidiary arising under any Secured Hedge Agreement (other than, with respect to any
Guarantor, Excluded Swap Obligations of such Guarantor), and (z) Secured Cash Management Obligations. Without limiting the generality of the foregoing, the Secured Obligations of the Loan Parties under the Loan Documents (and of any of
their Subsidiaries to the extent they have obligations under the Loan Documents) include (a) the obligation (including guarantee obligations) to pay principal, interest, Letter of Credit commissions, reimbursement obligations, charges,
expenses, fees, Attorney Costs, indemnities and other amounts, in each case, payable by any Loan Party or any other Subsidiary under any Loan Document and (b) the obligation of any Loan Party or any other Subsidiary to reimburse any
amount in respect of any of the foregoing that the Administrative Agent, the Revolver Agent, the Collateral Agent, or any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party or such Subsidiary.
“Secured Parties” means, collectively, the Administrative Agent, the Revolver Agent, the Collateral Agent, the Lead Arrangers, the Lenders, the L/C Issuers, the Hedge Banks, the
Cash Management Banks, the Supplemental Administrative Agent and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.01(c).
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder, as amended.
“Securitization Asset” means (a) any accounts receivable, mortgage receivables, loan receivables, royalty, franchise fee, license fee, patent or other revenue streams and other
rights to payment or related assets and the proceeds thereof and (b) all collateral securing such receivable, asset, or right, all contracts and contract rights, guarantees or other obligations in respect of such receivable or asset or
right, lockbox accounts and records with respect to such account, asset or right and any other assets and rights customarily transferred (or in respect of which security interests are customarily granted) together with accounts, assets or
rights in connection with a securitization, factoring or receivable sale transaction.
“Securitization Facility” means any of one or more securitization, financing, factoring or sales transactions, as amended, supplemented, modified, extended, renewed, restated or
refunded from time to time, pursuant to which the Borrower or any of the Restricted Subsidiaries sells, transfers, pledges or otherwise conveys any Securitization Assets (whether now existing or arising in the future) to a Securitization
Subsidiary or any other Person.
“Securitization Fees” means distributions or payments made directly or by means of discounts with respect to any Securitization Asset or Receivables Asset or participation interest
therein issued or sold in connection with, and other fees, expenses and charges (including commissions, yield, interest expense and fees and expenses of legal counsel) paid in connection with, any Qualified Securitization Financing or
Receivables Facility.
“Securitization Repurchase Obligation” means any obligation of a seller of Securitization Assets or Receivables Assets in a Qualified Securitization Financing or a Receivables
Facility to repurchase or otherwise make payments with respect to Securitization Assets or Receivables Assets arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or
portion thereof becoming subject to any asserted defense, dispute, offset or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.
“Securitization Subsidiary” means any Subsidiary of the Borrower in each case formed for the purpose of and that solely engages in one or more Qualified Securitization Financings
or Receivables Facilities and other activities reasonably related thereto or another Person formed for this purpose.
“Settlement” means the transfer of cash or other property with respect to any credit or debit card charge, check or other instrument, electronic funds transfer, or other type of
paper-based or electronic payment, transfer, or charge transaction for which a Person acts as a processor, remitter, funds recipient or funds transmitter in the ordinary course of its business.
“Settlement Asset” means any cash, receivable or other property, including a Settlement Receivable, due or conveyed to a Person in consideration for a Settlement made or arranged,
or to be made or arranged, by such Person or an Affiliate of such Person.
“Settlement Indebtedness” means any payment or reimbursement obligation in respect of a Settlement Payment.
“Settlement Lien” means any Lien relating to any Settlement or Settlement Indebtedness (and may include, for the avoidance of doubt, the grant of a Lien in or other assignment of a
Settlement Asset in consideration of a Settlement Payment, Liens securing intraday and overnight overdraft and automated clearing house exposure, and similar Liens).
“Settlement Payment” means the transfer, or contractual undertaking (including by automated clearing house transaction) to effect a transfer, of cash or other property to effect a
Settlement.
“Settlement Receivable” means any general intangible, payment intangible, or instrument representing or reflecting an obligation to make payments to or for the benefit of a Person
in consideration for a Settlement made or arranged, or to be made or arranged, by such Person.
“Shared Restricted Payment Amount” means an aggregate amount equal to $450.0 million.
“Shared Restricted Payment Leverage Condition” means, as of any date of determination occurring after the Post-Conversion Amendment No. 3 Effective Date, the condition that the
Consolidated First Lien Secured Leverage Ratio is less than or equal to 1.00:1.00 (calculated on a pro forma basis).
“Similar Business” means (a) any businesses, services or activities engaged in by the Borrower or any of its Subsidiaries or any Associates on the Closing Date, (b) any businesses,
services and activities engaged in by the Borrower or any of its Subsidiaries or any Associates that are related, complementary, incidental, ancillary or similar to any of the foregoing or are extensions or developments of any thereof and
(c) a Person conducting a business, service or activity specified in clauses (a) and (b), and any Subsidiary thereof. For the avoidance of doubt, any Person that invests in or owns Capital Stock or Indebtedness of another Person that is
engaged in a Similar Business shall be deemed to be engaged in a Similar Business.
“SOFR” means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR Administrator on the SOFR
Administrator’s Website on the immediately succeeding Business Day.
“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).
“SOFR Administrator’s Website” means the NYFRB’s Website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as
such by the SOFR Administrator from time to time.
“SOFR Determination Date” has the meaning specified in the definition of “Daily Simple SOFR”.
“SOFR Loans” means Adjusted Term SOFR Rate Loans or Adjusted Daily Simple SOFR Loans.
“SOFR Rate Day” has the meaning specified in the definition of “Daily Simple SOFR”.
“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (i) the fair value of the property of such Person is greater than
the total amount of debts and liabilities, contingent, subordinated or otherwise, of such Person, (ii) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the liability of
such Person on its debts as they become absolute and matured, (iii) such Person will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as they become absolute and matured and (iv) such Person is not engaged
in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital; provided that the amount of
contingent liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
“SPC” has the meaning specified in Section 10.07(h).
“Specified Default” means the occurrence of an Event of Default under Section 8.01(a), (f) or (g).
“Specified Pari Passu Debt” means (i) Indebtedness in respect of the First-Priority Senior Secured Notes, (ii) Indebtedness in respect of the DIP Revolving Facility and (iii) to
the extent incurred prior to the Conversion Date and permitted under this Agreement, any Pari Passu Indebtedness incurred to refinance the Indebtedness under the Prepetition Credit Agreement, the Prepetition Second Lien Notes and/or the
Prepetition Subsidiary Debt.
“Specified Representations” means the representations and warranties of the Borrower set forth in Sections 5.01(a) (solely as it relates to the Borrower), 5.01(b)(ii),
5.02(a) (related to the entering into and performance of the Loan Documents and the incurrence of the extensions of credit thereunder), 5.02(b)(i) (related to the entering into and performance of the Loan Documents and the
incurrence of the extensions of credit thereunder), 5.04, 5.12, 5.15, 5.16 (subject to the proviso to Section 4.03(b)(iii)), and 5.18 (limited to the use of proceeds of the Loans on the
applicable date).
“Specified Senior Indebtedness” means, to the extent incurred after the Post-Conversion Amendment No. 3 Effective Date, collectively, (a) (i) Indebtedness under any Incremental
Facility (provided that, for the avoidance of doubt, in no event shall any Indebtedness under the Revolving Credit Facility (as in effect immediately after the Post-Conversion Amendment No. 3 Effective Date) or any Refinancing
Revolving Credit Commitments in respect of such Revolving Credit Facility constitute Specified Senior Indebtedness), (ii) Permitted Alternative Incremental Facilities Debt, and (iii) Indebtedness incurred pursuant to Section 7.03(b)(xiv),
in each case with respect to the foregoing clauses (i) through (iii), solely to the extent such Indebtedness is secured by Liens on the Collateral on a pari passu basis with the Lien securing the
Initial Term Loans, (b) Indebtedness incurred pursuant to Section 7.03(a) by Restricted Subsidiaries that are not Loan Parties and Indebtedness incurred pursuant to Section 7.03(b)(xi), (c) the aggregate outstanding amount funded and
committed amounts (whether or not funded) (including, without limitation, commitments in respect of variable funding notes) under or in respect of any and all Receivables Facilities and (d) the aggregate outstanding amount funded and
committed amounts (whether or not funded) (including, without limitation, commitments in respect of variable funding notes) under or in respect of any and all Qualified Securitization Financings (in each case with respect to the foregoing
clauses (a) through (d), except to the extent the net proceeds thereof are applied to repay, prepay, redeem, repurchase, defease, discharge, or otherwise retire or terminate (as applicable) (1) any Prepetition Subsidiary Debt (as amended,
restated, amended and restated, supplemented or otherwise modified from time to time prior to such application of net proceeds) or any Refinancing Indebtedness in respect thereof, or (2) any other Indebtedness incurred on or after the
Post-Conversion Amendment No. 3 Effective Date that is (x) secured by assets not constituting Collateral or (y) incurred by Non-Loan Parties (or any Refinancing Indebtedness in respect of such Indebtedness referred to in this clause
(2)). For the avoidance of doubt, each reference in this Agreement to “the aggregate principal amount of Specified Senior Indebtedness outstanding at any time” or words of similar import shall mean and be a reference to the sum of the
aggregate principal amount of Specified Senior Indebtedness as described above and shall include (without duplication) the aggregate outstanding amount funded and committed amounts (whether or not funded) (including, without limitation,
commitments in respect of variable funding notes) under or in respect of all Qualified Securitization Financings and Receivables Facilities at such time.
