CREDIT AND GUARANTY AGREEMENT. dated as of February 14, 2012, as amended as of April 12, among CEQUEL COMMUNICATIONS, LLC,

Transcription

1 Execution Version Published CUSIP Number: 15672EAG9 Published CUSIP Number: 15672EAH7 Published CUSIP Number: 15672EAJ3 DEAL REVOLVER TERM LOAN CREDIT AND GUARANTY AGREEMENT dated as of February 14, 2012, as amended as of April 12, 2013 among CEQUEL COMMUNICATIONS, LLC, CEQUEL COMMUNICATIONS HOLDINGS II, LLC, CERTAIN SUBSIDIARIES OF CEQUEL COMMUNICATIONS, LLC, as Guarantor Subsidiaries, VARIOUS LENDERS, CREDIT SUISSE AG, as Administrative Agent and Collateral Agent GOLDMAN SACHS LENDING PARTNERS LLC and JPMORGAN CHASE BANK, N.A., as co-syndication Agents, and BANK OF AMERICA, N.A. and ROYAL BANK OF CANADA, as co-documentation Agents $2,700,000,000 Senior Secured Credit Facilities CREDIT SUISSE SECURITIES (USA) LLC, GOLDMAN SACHS LENDING PARTNERS LLC, J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, and

2 RBC CAPITAL MARKETS 1 as Joint Lead Arrangers and CREDIT SUISSE SECURITIES (USA) LLC, GOLDMAN SACHS LENDING PARTNERS LLC, J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, RBC CAPITAL MARKETS, CITIGROUP GLOBAL MARKETS, INC., SUNTRUST ROBINSON HUMPHREY, INC., UBS SECURITIES LLC, BARCLAYS CAPITAL, GENERAL ELECTRIC CAPITAL CORPORATION, MORGAN STANLEY SENIOR FUNDING, INC., U.S. BANK NATIONAL ASSOCIATION, and WELLS FARGO SECURITIES, LLC, as Joint Bookrunners 1 RBC Capital Markets is a brand name for the capital markets activities of Royal Bank of Canada and its affiliates.

3 TABLE OF CONTENTS Page DEFINITIONS AND INTERPRETATION Definitions Accounting Terms Interpretation, etc loans AND LETTERS OF CREDIT Term Loans Revolving Loans Swing Line Loans Issuance of Letters of Credit and Purchase of Participations Therein Pro Rata Shares; Availability of Funds Use of Proceeds Evidence of Debt; Register; Lenders Books and Records; Notes Interest on Loans Conversion/Continuation Default Interest Fees Scheduled Payments Voluntary Prepayments/Commitment Reductions Mandatory Prepayments Application of Prepayments/Reductions General Provisions Regarding Payments Ratable Sharing Making or Maintaining Eurodollar Rate Loans Increased Costs; Capital Adequacy Taxes; Withholding, etc Obligation to Mitigate Defaulting Lenders Removal or Replacement of a Lender Incremental Facilities Extensions of Term Loans and Revolving Commitments Refinancing/Replacement Facilities CONDITIONS PRECEDENT Closing Date Conditions to Each Credit Extension REPRESENTATIONS AND WARRANTIES Organization; Requisite Power and Authority; Qualification Capital Stock and Ownership i

4 4.3 Due Authorization No Conflict Governmental Consents Binding Obligation Historical Financial Statements Projections No Material Adverse Change No Restricted Payments Adverse Proceedings, etc Payment of Taxes Properties Environmental Matters No Defaults Material Contracts Governmental Regulation Margin Stock Employee Matters Employee Benefit Plans Certain Fees Solvency Compliance with Statutes, etc Disclosure Patriot Act AFFIRMATIVE COVENANTS Financial Statements and Other Reports Existence Payment of Taxes and Claims Maintenance of Properties Insurance Books and Records; Inspections Compliance with Laws Environmental Subsidiaries Maintenance of Ratings Further Assurances Communications Regulatory Compliance NEGATIVE COVENANTS Indebtedness Liens Equitable Lien No Further Negative Pledges Restricted Payments Restrictions on Subsidiary Distributions ii

5 6.7 Investments Financial Performance Covenant Fundamental Changes; Disposition of Assets; Acquisitions Disposal of Subsidiary Interests Sales and Lease-Backs Transactions with Shareholders and Affiliates Conduct of Business Restrictions Affecting Holdco Amendments or Waivers of Material Agreements Fiscal Year GUARANTY Guaranty of the Obligations Contribution by Guarantors Payment by Guarantors Liability of Guarantors Absolute Waivers by Guarantors Guarantors Rights of Subrogation, Contribution, etc Subordination of Other Obligations Continuing Guaranty Authority of Guarantors or Company Financial Condition of Company Bankruptcy, etc Discharge of Guaranty Upon Sale of Guarantor EVENTS OF DEFAULT Events of Default AGENTS Appointment of Agents Powers and Duties General Immunity Agents Entitled to Act as Lender Lenders Representations, Warranties and Acknowledgment Right to Indemnity Successor Administrative Agent, Collateral Agent and Swing Line Lender Collateral Documents and Guaranty MISCELLANEOUS Notices Expenses Indemnity Set-Off Amendments and Waivers iii

6 10.6 Successors and Assigns; Participations Independence of Covenants Survival of Representations, Warranties and Agreements No Waiver; Remedies Cumulative Marshalling; Payments Set Aside Communications and Franchise Approvals Severability Obligations Several; Independent Nature of Lenders Rights Headings APPLICABLE LAW CONSENT TO JURISDICTION WAIVER OF JURY TRIAL Confidentiality Usury Savings Clause Counterparts Effectiveness PATRIOT Act Electronic Execution of Assignments iv

7 APPENDICES: A-1 Term Loan Commitments A-2 Revolving Commitments B Notice Addresses SCHEDULES: 1.1(a) Existing Hedge Agreements 2.4(h) Existing Letters of Credit 4.1 Jurisdictions of Organization and Qualification 4.2 Capital Stock and Ownership 4.12 Taxes 4.16 Material Contracts 6.1 Certain Indebtedness 6.2 Certain Liens 6.7 Certain Investments 6.12 Certain Affiliate Transactions EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Term Loan Note B-2 Revolving Loan Note B-3 Swing Line Note C Compliance Certificate D-1 Opinion of Paul Hastings LLP D-2 Opinion of Davis Wright & Tremaine LLP E Assignment Agreement F Certificate Re Non-bank Status G-1 Closing Date Certificate G-2 Solvency Certificate H Counterpart Agreement I-1 Pledge and Security Agreement I-2 Holdco Pledge and Security Agreement J Joinder Agreement v

8 CREDIT AND GUARANTY AGREEMENT This CREDIT AND GUARANTY AGREEMENT, dated as of February 14, 2012, and as amended as of April 12, 2013, is entered into by and among CEQUEL COMMUNICATIONS, LLC, a Delaware limited liability company ( Company ), CEQUEL COMMUNICATIONS HOLDINGS II, LLC, a Delaware limited liability company ( Holdco ), CERTAIN SUBSIDIARIES OF COMPANY, as Guarantors, the Lenders party hereto from time to time, CREDIT SUISSE AG, Cayman Islands Branch ( Credit Suisse ), as Administrative Agent (together with its permitted successors in such capacity, Administrative Agent ), as Swing Line Lender (together with its permitted successors in such capacity, Swing Line Lender ), as Collateral Agent (together with its permitted successors in such capacity, Collateral Agent ), and as an Issuing Bank, GS LENDING PARTNERS LLC ( GS Lending Partners ) and JPMORGAN CHASE BANK, N.A. ( JPMCB ) as co-syndication Agents (together with their permitted successors in such capacity, each a Syndication Agent and collectively, the Co-Syndication Agents ), and BANK OF AMERICA, N.A. ( BoA ) and ROYAL BANK OF CANADA ( Royal Bank ), as co-documentation Agents (together with their permitted successors in such capacity, each a Documentation Agent and collectively, the Co-Documentation Agents ). RECITALS: WHEREAS, capitalized terms used in these Recitals shall have the respective meanings set forth for such terms in Section 1.1 hereof; WHEREAS, the Lenders have extended certain credit facilities to Company, in an aggregate principal amount of $2,700.0 million, consisting of (a) $2,200.0 million aggregate principal amount of Term Loans, the proceeds of which were used on or about the Closing Date to consummate the Transactions, and (b) $500.0 million aggregate principal amount of Revolving Commitments, the proceeds of which were used on, or within thirty days after, the Closing Date to consummate the Transactions and will be used, after the Closing Date, for general corporate purposes; WHEREAS, Company has agreed to secure all of its Obligations by granting to Collateral Agent, for the benefit of Secured Parties, a First Priority Lien on substantially all of its assets, including a pledge of all of the Equity Interests of each of its Wholly-Owned Restricted Subsidiaries; and WHEREAS, Guarantors have agreed to guarantee the obligations of Company hereunder and to secure their respective Obligations by granting to Collateral Agent, for the benefit of Secured Parties, a First Priority Lien on substantially all of their respective assets, including a pledge of all of the Equity Interests of each of their respective Wholly-Owned Restricted Subsidiaries (including Company). NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree to amend this Agreement, and this Agreement is hereby amended, as follows: 1

9 SECTION 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions. The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings: Adjusted Eurodollar Rate means, for any Interest Rate Determination Date with respect to an Interest Period for a Eurodollar Rate Loan, the rate per annum obtained by dividing (i) the rate per annum determined by Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the beginning of the relevant Interest Period by reference to the British Bankers Association Interest Settlement Rates for deposits in Dollars (as set forth by the Bloomberg Information Service or any successor thereto or any other service selected by the Administrative Agent which has been nominated by the British Bankers Association as an authorized information vendor for the purpose of displaying such rates) for a period equal to such Interest Period; provided, that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, such rate per annum determined by the Administrative Agent to be the average of the rates per annum at which deposits in Dollars are offered for such relevant Interest Period to major banks in the London interbank market in London, England by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the beginning of such Interest Period by (ii) an amount equal to (a) one minus (b) the Applicable Reserve Requirement; provided further that, the Adjusted Eurodollar Rate for Term Loans shall in no event be less than 0.75% and the Adjusted Eurodollar Rate for Revolving Loans shall in no event be less than zero. Adjusted Pro Forma EBITDA means, for any period, Consolidated Adjusted EBITDA for such period adjusted, with respect to any period during which a Permitted Acquisition or an Asset Sale has occurred (each, a Subject Transaction ), on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would in any event, whether or not consistent with such regulation, include cost savings resulting from head count reduction, closure of facilities, elimination of corporate and regional cost allocation and similar restructuring and transaction-related charges, and conversion to Company s systems, contracts and platforms, in each case realizable within 18 months of the consummation of such Subject Transaction and, to the extent not consistent with such regulation, up to an aggregate savings of 10% of the pro forma Consolidated Adjusted EBITDA after giving effect to the Subject Transaction, which pro forma adjustments shall be certified by the chief financial officer of Company) using the historical financial statements of any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Company and its Restricted Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period. Administrative Agent as defined in the preamble hereto. Adverse Proceeding means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not 2

10 purportedly on behalf of Holdco or any of its Restricted Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claims), whether pending or, to the knowledge of Holdco or any of its Restricted Subsidiaries, threatened against or affecting Holdco or any of its Restricted Subsidiaries or any property of Holdco or any of its Restricted Subsidiaries. Affected Lender as defined in Section 2.18(b). Affected Loans as defined in Section 2.18(b). Affiliate means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, control (including, with correlative meanings, the terms controlling, controlled by and under common control with ), as applied to any Person, means the possession, directly or indirectly, of the power (i) to vote 10% or more of the Securities having ordinary voting power for the election of directors of such Person or (ii) to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise; provided, that GS Lending Partners (or any Affiliate thereof) in its capacity as a Lender, shall not be deemed (i) an Affiliate of Holdco or the Company or (ii) a member of the Equity Consortium under any circumstances. Affiliate Transaction as defined in Section Affiliated Institutional Lender means an Affiliated Lender that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities in the ordinary course of its business and with respect to which no member of the Equity Consortium directly, or indirectly, possesses the power to direct or cause the direction of any action or investment policies of such entity. Affiliated Lender means a Lender that is a member of the Equity Consortium or an Affiliate of a member of the Equity Consortium (other than Holdco and its Subsidiaries). Agent means each Joint Lead Arranger, each Joint Bookrunner, each First Amendment Joint Lead Arranger and each First Amendment Joint Bookrunner, and each of the Co-Syndication Agents, Administrative Agent, Collateral Agent and Co-Documentation Agents. Aggregate Amounts Due as defined in Section Aggregate Payments as defined in Section 7.2. Agreement means this Credit and Guaranty Agreement, dated as of February 14, 2012, as amended by the First Amendment, and as it may be further amended, supplemented or otherwise modified from time to time. Anschutz means GFI Cable, LLC and its affiliated funds. Applicable Margin means (i) with respect to Term Loans that are Eurodollar 3

11 Rate Loans, a percentage, per annum, equal to 2.75%; (ii) with respect to Revolving Loans that are Eurodollar Rate Loans, a percentage, per annum equal to 2.50%; (iii) with respect to Term Loans that are Base Rate Loans, a percentage per annum, equal to 1.75%, and (iv) with respect to any Revolving Loans that are Base Rate Loans and Swing Line Loans, a percentage, per annum, equal to 1.50%. Applicable Percentage shall mean a fraction, expressed as a percentage, the numerator of which shall be the aggregate principal amount of Term Loans, New Term Loans (if any), Refinancing Term Loans (if any) and Extended Term Loans (if any) and funded and unfunded Revolving Commitments and the denominator of which shall be the sum of (i) the aggregate principal amount of term loan Indebtedness (if any) incurred pursuant to Section 6.1(m) that is secured on a pari passu basis with respect to the Liens securing the Obligations and (ii) the aggregate principal amount of Term Loans, New Term Loans (if any), Refinancing Term Loans (if any) and Extended Term Loans (if any) and funded and unfunded Revolving Commitments. Applicable Reserve Requirement means, at any time, for any Eurodollar Rate Loan, the maximum rate, expressed as a decimal, at which reserves (including, without limitation, any basic, marginal, special, supplemental, emergency or other reserves) are required to be maintained with respect thereto against Eurocurrency liabilities (as such term is defined in Regulation D) under regulations issued from time to time by the Board of Governors of the Federal Reserve System or other applicable banking regulator. Without limiting the effect of the foregoing, the Applicable Reserve Requirement shall reflect any other reserves required to be maintained by such member banks with respect to (i) any category of liabilities which includes deposits by reference to which the applicable Adjusted Eurodollar Rate or any other interest rate of a Loan is to be determined, or (ii) any category of extensions of credit or other assets which include Eurodollar Rate Loans. A Eurodollar Rate Loan shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credit for proration, exceptions or offsets that may be available from time to time to the applicable Lender. The rate of interest on Eurodollar Rate Loans shall be adjusted automatically on and as of the effective date of any change in the Applicable Reserve Requirement. Applicable Revolving Commitment Fee Percentage means for the period from the Closing Date until the date a Compliance Certificate is delivered pursuant to Section 5.1(d) calculating the Senior Secured Leverage Ratio for the four fiscal quarter period ending as of the last day of the first full Fiscal Quarter following the Closing Date, a percentage, per annum equal to 0.50%, and thereafter a rate determined by reference to the Senior Secured Leverage Ratio in effect from time to time as set forth below: No change in the Applicable Revolving Commitment Fee Percentage shall be effective until three Business Days after the date on which Administrative Agent shall have received the 4 Level Senior Secured Leverage Ratio Applicable Revolving Commitment Fee Percentage I 2.50 : % II < 2.50 : %

12 applicable financial statements and a Compliance Certificate pursuant to Section 5.1(d) calculating the Senior Secured Leverage Ratio. Furthermore no change in the Applicable Revolving Commitment Fee Percentage shall be effective if at the time of the proposed change an Event of Default has occurred and is continuing. At any time Company has not submitted to Administrative Agent the applicable financial statements and a Compliance Certificate as and when required under Section 5.1(d), the Applicable Revolving Commitment Fee Percentage shall be set at the percentage in the appropriate column for Level I in the table above as of the third Business Day after the date such information was required to be delivered until the date on which such information is delivered (on which date the Applicable Revolving Commitment Fee Percentage shall be set at the percentage based upon the Senior Secured Leverage Ratio disclosed by such information). Within one Business Day of receipt of the applicable financial statements and a Compliance Certificate under Section 5.1(d), Administrative Agent shall give Company and each Revolving Loan Lender telefacsimile, electronic mail or telephonic notice (confirmed in writing) of the Applicable Revolving Commitment Fee Percentage in effect from such date. In the event that a Compliance Certificate delivered pursuant to Section 5.1 is shown to be inaccurate (at a time when this Agreement is in effect and unpaid Obligations under this Agreement are outstanding (other than indemnities and other contingent obligations not yet due and payable)), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Revolving Commitment Fee Percentage for any period (an Applicable Commitment Period ) than the Applicable Revolving Commitment Fee Percentage applied for such Applicable Commitment Period, then (x) Company shall immediately deliver to Administrative Agent a correct Compliance Certificate required by Section 5.1 for such Applicable Commitment Period, (ii) the Applicable Revolving Commitment Fee Percentage for such Applicable Commitment Period shall be determined based on the corrected Compliance Certificate for that Applicable Commitment Period and (iii) Company shall immediately pay to Administrative Agent the accrued additional interest owing as a result of such increased Applicable Revolving Commitment Fee Percentage for such Applicable Commitment Period. Nothing in this paragraph shall limit the right of Administrative Agent or any Lender under Section 2.10 or Section 8. Asset Sale means a sale, lease or sub-lease (as lessor or sublessor) (other than leases or sub-leases in the ordinary course of business), sale and leaseback, assignment, conveyance, transfer or other disposition to, or any exchange of property with, any Person (other than Holdco, Company or any Guarantor Subsidiary), in one transaction or a series of transactions, of all or any part of Holdco s or any of its Restricted Subsidiaries businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, including, without limitation, the Capital Stock of any of Holdco s Restricted Subsidiaries, other than (i) inventory (or other assets) sold or leased in the ordinary course of business, (ii) sales permitted by Section 6.9(e) the proceeds of which are reinvested in long-term productive assets of the general type used in the business of Company and its Restricted Subsidiaries within 12 months of the receipt thereof, or Section 6.9(f) and (iii) sales of other assets for aggregate consideration of less than $10.0 million with respect to any transaction or series of related transactions and less than $30.0 million in the aggregate during any Fiscal Year. Asset Swap means an exchange of assets by Company or a Restricted Subsidiary of Company for: (a) all or substantially all of the assets of, or any Capital Stock of, 5

13 one or more Permitted Businesses, or one or more cable systems, business lines, units or divisions of any Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Subsidiary of Company; and/or (b) other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; provided that a portion consisting of no more than 25% of the consideration for the assets subject to such Asset Swap may be paid to Company or such Subsidiary in Cash or Cash Equivalents. Assignment Agreement means an Assignment and Assumption Agreement substantially in the form of Exhibit E, with such amendments or modifications as may be approved by the parties thereto, Administrative Agent and Company. Auction as defined in Section 2.14(h). Auction Party as defined in Section 2.14(h). Authorizations means all filings, recordings, registrations and agreements with, and all validations or exemptions, approvals, orders, authorizations, consents, licenses, certificates and permits from, the FCC, applicable public utilities and other federal, state and local regulatory or governmental bodies and authorities or any subdivision thereof. Authorized Officer means, as applied to any Person, any individual holding the position of chairman of the board (if an officer), chief executive officer or president, and such Person s chief financial officer, chief accounting officer, chief operations officer, senior vice president and general counsel, executive vice president, vice president of corporate finance, treasurer or controller (or any other officer of such Person acceptable to the Administrative Agent). Available Basket Amount means, on any date of determination, an amount equal to (a) the sum of (i) $371.0 million, plus (ii) cumulative Consolidated Adjusted EBITDA since January 1, 2012 to the end of the most recently ended Fiscal Quarter closest to the date of determination for which financial statements are required to be delivered pursuant to Sections 5.1(a) or (b) less 1.4 times the sum of (x) cumulative Consolidated Interest Expense and (y) cumulative Parent Interest Payments, in each case from January 1, 2012 to the end of the most recently ended Fiscal Quarter closest to the date of determination for which financial statements are required to be delivered pursuant to Sections 5.1(a) or (b) plus (iii) 100% of the aggregate Net Cash Proceeds and the fair market value of any assets or property received by Company or any of its Restricted Subsidiaries since January 1, 2012 as a contribution to its common or preferred equity capital or from time to time from the issuance or sale of Capital Stock (in each case other than (x) the cumulative proceeds of the issuances of Capital Stock and capital contributions made pursuant to the exercise of Cure Rights and (y) Capital Stock that is sold to a Subsidiary of Company and any debt security that is convertible into, or exchangeable for, Capital Stock of Company or its Restricted Subsidiaries until such debt security has been converted into, or exchanged for, Capital Stock of Company or its Restricted Subsidiaries), plus (iv) to the extent an Investment by Company or its Restricted Subsidiaries was made utilizing the Available Basket Amount on or after the Closing Date, returns on such Investment equal to the lesser of (x) cash returns of capital on such Investment and (y) the initial amount of such 6

14 Investment, plus (v) to the extent that an Unrestricted Subsidiary is designated as a Restricted Subsidiary on or after the Closing Date and such original designation as an Unrestricted Subsidiary constituted a use of the Available Basket Amount, the lesser of the fair market value of such Investment in such Unrestricted Subsidiary (x) at the time of redesignation as a Restricted Subsidiary or (y) as of the date on which such Subsidiary was originally designated an Unrestricted Subsidiary, minus (b) any amounts used to make Restricted Payments or Investments utilizing the Available Basket Amount on and after the Closing Date and on or prior to such date of determination. Bankruptcy Code means Title 11 of the United States Code entitled Bankruptcy, as now and hereafter in effect, or any successor statute. Base Rate means, for any day, a rate per annum equal to the greatest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds Effective Rate in effect on such day plus ½ of 1% and (iii) the Adjusted Eurodollar Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%; provided that, for the avoidance of doubt, the Adjusted Eurodollar Rate for any day shall be based on the rate determined on such day at approximately 11 a.m. (London time) by reference to the British Bankers' Association Interest Settlement Rates for deposits in dollars (as set forth by any service selected by the Administrative Agent that has been nominated by the British Bankers' Association as an authorized vendor for the purpose of displaying such rates). Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted Eurodollar Rate shall be effective on the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted Eurodollar Rate, as the case may be. Base Rate Loan means a Loan bearing interest at a rate determined by reference to the Base Rate. Beneficiary means each Agent, each Issuing Bank, Swing Line Lender, Lender and Lender Counterparty. Blackrock means The Blackrock Private Opportunities Fund, L.P. and its affiliated funds. Business Day means (i) any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close and (ii) with respect to all notices, determinations, fundings and payments in connection with the Adjusted Eurodollar Rate or any Eurodollar Rate Loans, the term Business Day shall mean any day which is a Business Day described in clause (i) and which is also a day for trading by and between banks in Dollar deposits in the London interbank market. 7 BoA as defined in the preamble hereto. Board means, as applied to any Person, the board of directors, board of managers, general partner or other similar decision-making body of such Person. Budget as defined in Section 5.1(i).

15 Capital Lease means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person. Capital Stock means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including, without limitation, partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing. Account. Cash means money, currency or a credit balance in any demand or Deposit Cash Collateralize means, to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the Issuing Banks or Lenders, as collateral for Letters of Credit or obligations of Lenders to fund participations in respect of Letters of Credit, cash or deposit account balances or, if the Administrative Agent and the applicable Issuing Bank shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the applicable Issuing Bank. Cash Collateral shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support. Cash Equivalents means, as at any date of determination, (i) marketable securities (a) issued or directly and unconditionally guaranteed as to interest and principal by the United States or (b) issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United States or which have the highest rating obtainable from S&P or Moody s at the time of the acquisition thereof, in each case maturing within one year after such date; (ii) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after such date and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody s; (iii) commercial paper maturing no more than one year from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody s; (iv) certificates of deposit or bankers acceptances maturing within one year after such date and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States or any state thereof or the District of Columbia that (a) is at least adequately capitalized (as defined in the regulations of its primary Federal banking regulator) and (b) has Tier 1 capital (as defined in such regulations) of not less than $100.0 million; (v) shares of any money market mutual fund that (a) has substantially all of its assets invested continuously in the types of investments referred to in clauses (i) and (ii) above, (b) has net assets of not less than $500.0 million, and (c) has the highest rating obtainable from either S&P or Moody s; and (vi) commercial paper which has the highest rating obtainable from S&P or Moody s at the time of the acquisition thereof. Cequel Notes means Cequel Communications Holdings I, LLC s Senior Notes due 2017, and any replacement notes or refinancings thereof in an amount not to exceed the senior notes so replaced or refinanced (plus unpaid accrued interest and premium (if any) thereon 8

16 and customary and reasonable underwriting discounts, fees, commissions and expenses, including reasonable legal fees and expenses). of Exhibit F. Certificate re Non-Bank Status means a certificate substantially in the form Change in Law means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a Change in Law, regardless of the date enacted, adopted or issued. Change of Control means, (i) at any time prior to an IPO, (a) the Management Contract is, or substantially all management services thereunder are, terminated with respect to all or substantially all of the Credit Parties, and (b) the Equity Consortium ceases to beneficially own (directly or indirectly, and determined in accordance with Rules 13d-3 and 13d-5 of the Exchange Act) and control on a fully diluted basis at least 51% of the voting interests in the Capital Stock of Holdco, (ii) at any time after an IPO, (a) any Person, or two or more Persons acting in concert (other than any member or members of the Equity Consortium) shall have acquired (directly or indirectly) beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of a percentage of the outstanding voting interests in the Capital Stock of Holdco that is (1) equal to 35% or more and (2) greater than the percentage of the outstanding voting interests in the Capital Stock of Holdco beneficially owned (directly or indirectly, and determined in accordance with Rules 13d-3 and 13d-5 of the Exchange Act) by the Equity Consortium or (b) the majority of the seats (other than vacant seats) on the Board of Holdco cease to be occupied by Persons who either (1) were members of the Board of Holdco on the Closing Date or (2) were nominated for election by the Board of Holdco or the direct or indirect parent of Holdco, a majority of whom were directors on the Closing Date or whose election or nomination for election was previously approved by a majority of such directors or (iii) Holdco ceases to beneficially own directly and control 100% on a fully diluted basis of the economic and voting interest in the Capital Stock of Company. Charterhouse means Charter SLC Corp. or one or more investment funds affiliated with or controlled or advised by Charter SLC LLC or any of its affiliates. Class means (i) with respect to Lenders, each of the following classes of Lenders: (a) Lenders having Term Loan Exposure, (b) Lenders having Revolving Exposure (including Swing Line Lender), (c) Lenders having New Term Loan Exposure of each Series, (d) Lenders having Refinancing Term Loan Exposure, (e) Lenders having Extended Term Loan Exposure, (f) Lenders having Extended Revolving Commitment Exposure and (g) Lenders 9

17 having Replacement Revolving Commitment Exposure, (ii) with respect to Loans, each of the following classes (or such tranches within such classes to the extent such tranche has different terms applicable thereto) of Loans: (a) Term Loans, (b) Revolving Loans (including Swing Line Loans), (c) each Series of New Term Loans, (d) Refinancing Term Loans, (e) Extended Term Loans, (f) Extended Revolving Loans and (g) Replacement Revolving Loans and (iii) with respect to Commitments, each of the following classes (or tranches within such classes to the extent such tranche has different terms applicable thereto): (a) Revolving Commitments, (b) Extended Revolving Commitments and (c) Replacement Revolving Commitments. Closing Date means February 14, Closing Date Certificate means a Closing Date Certificate substantially in the form of Exhibit G-1. Co-Documentation Agents as defined in the preamble hereto. Co-Syndication Agents as defined in the preamble hereto. Collateral means, collectively, all of the personal and mixed property (including Capital Stock) in which Liens are purported to be granted pursuant to the Collateral Documents as security for the Obligations. Collateral Agent as defined in the preamble hereto. Collateral Documents means the Security Agreements and all other instruments, documents and agreements delivered by any Credit Party pursuant to this Agreement or any of the other Credit Documents in order to grant to Collateral Agent, for the benefit of Secured Parties a Lien on any personal or mixed property of that Credit Party as security for the Obligations. Collateral Questionnaire means a certificate in form satisfactory to Collateral Agent that provides information with respect to the personal or mixed property of each Credit Party. Commitment means each Revolving Commitment, Term Loan Commitment, New Term Loan Commitment, Extended Revolving Commitment, Replacement Revolving Commitment, Refinancing Term Loan Commitment and Extended Term Loan Commitment. Commodity Exchange Act means the Commodity Exchange Act (7 U.S.C. 1 et seq.), as amended from time to time, and any successor statute. Communications as defined in Section Communications Laws means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by an Governmental Authority (including the FCC and any Franchise Authority) relating in any way to the use of radiofrequency spectrum or rights of way, or the offering or provision of video, communications, telecommunications or information services. 10

18 Company as defined in the preamble hereto. Company Materials as defined in Section Compliance Certificate means a Compliance Certificate substantially in the form of Exhibit C. Consolidated Adjusted EBITDA means, for any period, an amount determined for Company and its Restricted Subsidiaries on a consolidated basis equal to (i) the sum, without duplication, of the amounts for such period of (a) Consolidated Net Income, plus, (b) to the extent deducted in computing Consolidated Net Income for such period, (I) Consolidated Interest Expense, (II) provisions for taxes based on income, (III) total depreciation expense, (IV) total amortization expense, (V) other non-cash items reducing Consolidated Net Income (excluding any such non-cash item to the extent that it represents amortization of a prepaid Cash item that was paid in a prior period and any such non-cash item that was paid in Cash or accrued in such period as a current liability, but including, without limitation, any non-cash impairment charges, non-cash valuation charges for stock option grants or vesting of restricted stock awards, and non-cash losses or charges from the early extinguishment of Indebtedness), (VI) non-recurring expenses paid within such period in connection with any acquisition (including any Permitted Acquisition), Investment, Asset Sale, restructuring, dividend distributions, issuance, retirement or repayment of debt (including cash expenses paid in connection with early extinguishment of Indebtedness), issuance of equity securities, refinancing transaction or amendment or other modification of any debt instrument (in each case, including any such transaction consummated prior to the Closing Date and any such transaction undertaken but not completed, which expenses are incurred within 18 months of the consummation of the related transaction and shall not exceed $50.0 million per calendar year), (VII) the amount of fees payable to the Management Company pursuant to the terms of the Management Contract which accrue during such period but are voluntarily deferred by the Management Company, (VIII) Transaction Costs, (IX) all extraordinary losses and non-recurring and unusual charges, (X) to the extent not reflected in Consolidated Interest Expense, costs and expenses associated with the unwinding or termination of Interest Rate Agreements or Currency Agreements and (XI) non-cash losses attributable to the mark-to-market movement in the valuation of Interest Rate Agreements or Currency Agreements pursuant to FASB 815 Derivatives and Hedging ; provided that Consolidated Adjusted EBITDA shall be reduced in any subsequent period to the extent of any cash impact (other than any such impact from Interest Rate Agreements or Currency Agreements in respect of interest rate included in Consolidated Interest Expense) resulting from such losses in such subsequent period (regardless of whether such loss is deducted in determining Consolidated Net Income in such subsequent period) minus (ii) the sum, without duplication, of the amounts for such period of, to the extent included in the calculation of Consolidated Net Income for such period, (a) non-cash items increasing Consolidated Net Income for such period, (b) the amount of fees accrued in any prior period and voluntarily deferred by the Management Company as described in clause (i)(b)(vii) that are paid during such period, (c) Cash payments made in such period in respect of non-cash items added back in the calculation of Consolidated Adjusted EBITDA pursuant to clause (i)(b)(v) of this definition in any prior period, (d) non-cash gain attributable to the mark-to-market movement in the valuation of Interest Rate Agreements or Currency Agreements pursuant to FASB 815 Derivatives and Hedging ; provided that Consolidated Adjusted EBITDA shall be increased in 11

19 any subsequent period to the extent of any cash impact (other than any such impact from Interest Rate Agreements or Currency Agreements in respect of interest rate included in Consolidated Interest Expense) resulting from such gain in such subsequent period (regardless of whether such gain is included in determining Consolidated Net Income in such subsequent period) and (e) any extraordinary gains and non-recurring and unusual gains. Consolidated Capital Expenditures means, for any period, the aggregate of all expenditures of Company and its Restricted Subsidiaries during such period determined on a consolidated basis that, in accordance with GAAP, are or should be included in purchase of property and equipment or similar items reflected in the consolidated statement of cash flows of Company and its Restricted Subsidiaries, excluding, (a) any such expenditures made for the replacement or restoration of assets to the extent paid for out of the proceeds of casualty insurance or condemnation awards with respect to the asset or assets being replaced or restored, (b) any such expenditures to the extent Company or any of its Restricted Subsidiaries has substantially concurrently received reimbursement in cash from a third party other than Company or one or more of its Restricted Subsidiaries and for which none of Company or any of its Restricted Subsidiaries has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such third party or any other Person and (c) the purchase price of equipment purchased during such period to the extent the consideration therefor consists of any combination of (A) used or surplus equipment traded in at the time of such purchase and (B) the proceeds of a concurrent sale of used or surplus equipment, in each case in the ordinary course of business, and the purchase price of equipment that is purchased substantially contemporaneously with the trade-in of existing equipment to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such time. Consolidated Cash Interest Expense means, for any period, Consolidated Interest Expense for such period, excluding any amount not payable in Cash. Consolidated Current Assets means, as at any date of determination, the total assets of Company and its Restricted Subsidiaries on a consolidated basis that may properly be classified as current assets in conformity with GAAP, excluding Cash and Cash Equivalents. Consolidated Current Liabilities means, as at any date of determination, the total liabilities of Company and its Restricted Subsidiaries on a consolidated basis that may properly be classified as current liabilities in conformity with GAAP, excluding the current portion of long term debt (including the current portion of capitalized lease obligations). Consolidated Excess Cash Flow means, for any period, an amount (if positive) equal to: (i) the sum, without duplication, of the amounts for such period of (a) Consolidated Adjusted EBITDA plus (b) the Consolidated Working Capital Adjustment, minus (ii) the sum, without duplication, of the amounts for such period of (a) scheduled repayments of Indebtedness for borrowed money (excluding repayments made with the proceeds of Indebtedness and repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Commitments are permanently reduced in connection with such repayments), (b) Consolidated Capital Expenditures (net of any proceeds of (y) any related debt financings with respect to such expenditures and (z) any sales of assets used to finance such expenditures), (c) 12

20 Consolidated Cash Interest Expense and any Parent Interest Payments, (d) provisions for current taxes based on income of Company and its Restricted Subsidiaries and payable in Cash with respect to such period, including, without duplication, disbursements made pursuant to Section 6.5(f), (e) Cash disbursements for long-term intangible assets, (f) Cash consideration paid in such period in connection with acquisitions (including Permitted Acquisitions) and not counted pursuant to clause (g) in the prior period (net of any proceeds of any related debt financings with respect to such acquisitions), (g) Cash consideration paid (or committed to be paid) during the 90-day period following such period in connection with acquisitions (including Permitted Acquisitions) for which an acquisition agreement or letter of intent has been executed (net of any proceeds of any related debt financing with respect to such acquisitions), (h) transaction costs (including the Transaction Costs) to the extent added back to Consolidated Net Income in determining Consolidated Adjusted EBITDA, (i) the aggregate amount of dividends or other distributions paid during such period to the extent paid in accordance with Sections 6.5(b) and (c), (j) Cash expenditures made during such period in respect of Interest Rate Agreements and Currency Agreements to the extent added back to Consolidated Net Income in determining Consolidated Adjusted EBITDA for such period, (k) Cash extraordinary losses and Cash nonrecurring and Cash unusual charges or restructuring charges to the extent added back to Consolidated Net Income in determining Consolidated Adjusted EBITDA for such period and (l) Cash non-recurring expenses paid within such period in connection with any acquisition (including any Permitted Acquisition), Asset Sale, Investment, restructurings, dividend distributions, issuance, retirement or repayment of debt (including cash expenses paid in connection with the early extinguishment of Indebtedness), issuance of equity securities, refinancing transaction or amendment or other modification of any debt instrument (in each case, including any such transaction consummated prior to the Closing Date and any such transaction undertaken but not completed) to the extent added back to Consolidated Net Income in determining Consolidated Adjusted EBITDA for such period. Net Asset Sale Proceeds and Net Insurance/Condemnation Proceeds and accounting entries related to the event giving rise to such proceeds shall be excluded from the calculation of Consolidated Excess Cash Flow. Consolidated Interest Expense means, for any period, total interest expense (including that portion attributable to Capital Leases in accordance with GAAP and capitalized interest) of Company and its Restricted Subsidiaries on a consolidated basis with respect to all outstanding Indebtedness of Company and its Restricted Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and net costs under Interest Rate Agreements. Consolidated Net Income means, for any period, (i) the net income (or loss) of Company and its Restricted Subsidiaries on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP, minus (ii) to the extent included in the calculation of net income in clause (i) above for such period, without duplication, (a) the income (or loss) of any Person in which any other Person (other than Company or any of its Restricted Subsidiaries) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to Company or any of its Restricted Subsidiaries by such Person during such period, (b) the income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary of Company or is merged into or consolidated with Company or any of its Restricted Subsidiaries or that Person s assets are acquired by Company or any of its Restricted Subsidiaries, (c) the income of any Restricted Subsidiary of Company to the extent that the 13