RGC Regal Entertainment Grp. Class A (delisted)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of report (Date of earliest event reported) April 2, 2015

Regal Entertainment Group

(Exact Name of Registrant as Specified in its Charter)

7132 Regal Lane, Knoxville, Tennessee 37918

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code 865-922-1123

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o            Written communications pursuant to Rule 425 under the Securities Act (18 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (18 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (18 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (18 CFR 240.13e-4(c))

Item 1.01.             Entry into a Material Definitive Agreement.

On April 2, 2015, Regal Cinemas Corporation (“Regal Cinemas”), a wholly owned subsidiary of Regal Entertainment Group (“REG”), entered into a seventh amended and restated credit agreement (the “Amended Senior Credit Facility”), with Credit Suisse AG as Administrative Agent (“Credit Suisse”) and the lenders party thereto which amends, restates and refinances the sixth amended and restated credit agreement (the “Prior Senior Credit Facility”) among Regal Cinemas, Credit Suisse, Cayman Islands Branch, and the lenders party thereto.  The Amended Senior Credit Facility consists of a term loan facility (the “Term Facility”) in an aggregate principal amount of $965.76 million with a final maturity date in April 2022 and a revolving credit facility (the “Revolving Facility”) in an aggregate principal amount of $85.0 million with a final maturity date in April 2020.  The Term Facility amortizes in equal quarterly installments in an aggregate annual amount equal to 1.0% of the original principal amount of the Term Facility, with the balance payable on the Term Facility maturity date. Proceeds of the Term Facility were applied to refinance the term loan under the Prior Senior Credit Facility, which had an aggregate outstanding principal balance of approximately $963.25 million.  No amounts have been drawn on the Revolving Facility.  The Amended Senior Credit Facility also permits Regal Cinemas to borrow additional term loans thereunder in an amount of up to $200.0 million, plus additional amounts as would not cause the consolidated total leverage ratio to exceed 3.00:1.00, in each case, subject to lenders providing additional commitments for such amounts and the satisfaction of certain other customary conditions. The obligations of Regal Cinemas are secured by, among other things, a lien on substantially all of its tangible and intangible personal property (including but not limited to accounts receivable, inventory, equipment, general intangibles, investment property, deposit and securities accounts, and intellectual property) and certain owned real property.  The obligations under the Amended Senior Credit Facility are also guarantied by certain subsidiaries of Regal Cinemas and secured by a lien on all or substantially all of such subsidiaries’ personal property and certain owned real property pursuant to that certain second amended and restated guaranty and collateral agreement, dated as of May 19, 2010  among Regal Cinemas Corporation, certain subsidiaries of Regal Cinemas Corporation party thereto and Credit Suisse (the “Amended Guaranty Agreement”).  The obligations are further guarantied by Regal Entertainment Holdings, Inc., on a limited recourse basis, with such guaranty being secured by a lien on the capital stock of Regal Cinemas.

Borrowings under the Amended Senior Credit Facility bear interest, at Regal Cinemas’ option, at either a base rate or an adjusted LIBOR rate plus, in each case, an applicable margin of 2.0% in the case of base rate loans or 3.0%  in the case of LIBOR rate loans. Interest is payable (a) in the case of base rate loans, quarterly in arrears, and (b) in the case of LIBOR rate loans, at the end of each interest period, but in no event less often than every 3 months.

Regal Cinemas may prepay borrowings under the Amended Senior Credit Facility, in whole or in part, in minimum amounts and subject to other conditions set forth in the Amended Senior Credit Facility.  Regal Cinemas is required to make mandatory prepayments with:

·                  50% of excess cash flow in any fiscal year (as reduced by voluntary repayments of the Term Facility), with elimination based upon achievement and maintenance of a leverage ratio of 3.75:1.00 or less;

·                  100% of the net cash proceeds of all asset sales or other dispositions of property by Regal Cinemas and its subsidiaries, subject to certain exceptions (including reinvestment rights); and

·                  100% of the net cash proceeds of issuances of funded debt of Regal Cinemas and its subsidiaries, subject to exceptions for most permitted debt issuances.

The above-described mandatory prepayments are required to be applied pro rata to the remaining amortization payments under the Term Facility.  When there are no longer outstanding loans under the Term Facility, mandatory prepayments are to be applied to prepay outstanding loans under the Revolving Facility with no corresponding permanent reduction of commitments under the Revolving Facility.

The Amended Senior Credit Facility includes the following financial maintenance covenants, which are applicable only in certain circumstances where usage of the revolving credit commitments exceeds 30% of such commitments. Such financial covenants are limited to the following:

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·                  maximum adjusted leverage ratio, determined by the ratio of (i) the sum of funded debt (net of unencumbered cash) plus the product of eight (8) times lease expense to (ii) consolidated EBITDAR (as defined in the Amended Senior Credit Facility), of 6.00 to 1.0; and

·                  maximum total leverage ratio, determined by the ratio of funded debt (net of unencumbered cash) to consolidated EBITDA, of 4.00 to 1.0.

The Amended Senior Credit Facility requires that Regal Cinemas and its subsidiaries comply with covenants relating to customary matters, including with respect to incurring indebtedness and liens, making investments and acquisitions, effecting mergers and asset sales, prepaying indebtedness, and paying dividends.  The Amended Senior Credit Facility also limits capital expenditures to an amount expenditures not to exceed 35% of consolidated EBITDA for the prior fiscal year plus a one-year carryforward for unused amounts from the prior fiscal year.  Among other things, such limitations will restrict the ability of Regal Cinemas to fund the operations of REG or any subsidiary of REG that is not a subsidiary of Regal Cinemas which guaranties the obligations under Amended Senior Credit Facility.

The Amended Senior Credit Facility includes events of default relating to customary matters, including, among other things, nonpayment of principal, interest or other amounts; violation of covenants; incorrectness of representations and warranties in any material respect; cross default and cross acceleration with respect to indebtedness in an aggregate principal amount of $25.0 million or more; bankruptcy; judgments involving liability of $25.0 million or more that are not paid; ERISA events; actual or asserted invalidity of guarantees or security documents; and change of control.

The Amended Senior Credit Facility is filed as Exhibit 4.1  to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing summary of the Amended Senior Credit Facility is qualified in its entirety by reference to such Exhibit to this Current Report on Form 8-K.

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Item 2.03                                           Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The description of the Amended Senior Credit Facility is incorporated herein by reference.

Item 9.01.             Financial Statements and Exhibits.

(d)           Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Exhibit Index

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Exhibit 4.1

EXECUTED VERSION

SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT

dated as of April 2, 2015

among

REGAL CINEMAS CORPORATION,
as Borrower,

VARIOUS LENDERS AND ISSUING BANKS,

CREDIT SUISSE AG
as Administrative Agent,

and

CREDIT SUISSE SECURITIES (USA) LLC, MORGAN STANLEY SENIOR FUNDING, INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, BARCLAYS BANK PLC AND WELLS FARGO SECURITIES, LLC,
as Joint Lead Arrangers and Joint Bookrunners

MORGAN STANLEY SENIOR FUNDING, INC.,

as Syndication Agent

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, BARCLAYS BANK PLC AND WELLS FARGO SECURITIES, LLC,

as Co-Documentation Agents

TABLE OF CONTENTS

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SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT

This SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 2, 2015 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), by and among REGAL CINEMAS CORPORATION, a Delaware corporation (“Borrower”), the Lenders and Issuing Banks (each as defined below) party hereto from time to time and CREDIT SUISSE AG (“CS”), as administrative agent (together with its permitted successors in such capacity, the “Administrative Agent”), amends and restates in full the Sixth Amended and Restated Credit Agreement, dated as of May 19, 2010 (as amended by the Permitted Secured Refinancing Agreement, dated as of February 23, 2011, the Second Amendment, dated as of April 19, 2013 and the Loan Modification Agreement, dated as of May 28, 2013 and as otherwise amended, restated, supplemented or otherwise modified from time to time to the date hereof, the “Sixth Restated Credit Agreement”), which Sixth Restated Credit Agreement amended and restated in full the Fifth Amended and Restated Credit Agreement, dated as of October 27, 2006 (as amended by the First Amendment, dated as of January 20, 2009 and as otherwise amended, restated, supplemented or otherwise modified from time to time to the date of the Sixth Restated Credit Agreement, the “Fifth Restated Credit Agreement”), which Fifth Restated Credit Agreement amended and restated in full the Fourth Amended and Restated Credit Agreement, dated as of May 10, 2004 (as amended, restated, supplemented or otherwise modified from time to time to the date of the Fifth Restated Credit Agreement, the “Fourth Restated Credit Agreement”), which Fourth Restated Credit Agreement amended and restated in full the Third Amended and Restated Credit Agreement, dated as of August 27, 2003 (as amended, restated, supplemented or otherwise modified from time to time to the date of the Fourth Restated Credit Agreement, the “Third Restated Credit Agreement”), which Third Restated Credit Agreement amended and restated in full the Second Amended and Restated Credit Agreement, dated as of June 6, 2003 (as amended, restated, supplemented or otherwise modified from time to time to the date of the Third Restated Credit Agreement, the “Second Restated Credit Agreement”), which Second Restated Credit Agreement amended and restated in full the Amended and Restated Credit Agreement, dated as of August 12, 2002 (as amended, restated, supplemented or otherwise modified from time to time to the date of the Second Restated Credit Agreement, the “Restated Credit Agreement”), which Restated Credit Agreement amended and restated in full the Credit Agreement, dated as of January 29, 2002 (as amended, restated, supplemented or otherwise modified from time to time to the date of the Restated Credit Agreement, the “Original Credit Agreement” and, together with the Sixth Restated Credit Agreement, the Fifth Restated Credit Agreement, the Fourth Restated Credit Agreement, the Third Restated Credit Agreement, the Second Restated Credit Agreement and the Restated Credit Agreement, the “Prior Credit Agreements”).

RECITALS

WHEREAS, undefined capitalized terms used in these recitals shall have the respective meanings set forth for such terms in Section 1.1 hereof;

WHEREAS, the parties hereto have agreed to amend and restate the Sixth Restated Credit Agreement on the terms set forth herein;

WHEREAS, Borrower has agreed to secure all of its Obligations by granting to Administrative Agent, for the benefit of Secured Parties, a First Priority Lien on certain of its real property

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assets and substantially all of its personal property assets, including a pledge of all of the Capital Stock of each of its Domestic Subsidiaries and Foreign Subsidiaries (other than Excluded Foreign Subsidiaries and U.S. Holding Companies) and 65% of all the Voting Stock and 100% of any other Capital Stock of each of its Excluded Foreign Subsidiaries and each U.S. Holding Company;

WHEREAS, Guarantors have agreed to guarantee the obligations of Borrower hereunder and to secure their respective Obligations by granting to Administrative Agent, for the benefit of Secured Parties, a First Priority Lien on certain real property assets and substantially all of their respective personal property assets, including a pledge of all of the Voting Stock of each of their respective Domestic Subsidiaries and Foreign Subsidiaries (other than Excluded Foreign Subsidiaries and U.S. Holding Companies) and 65% of all the Voting Stock and 100% of any other Capital Stock of each of their respective Excluded Foreign Subsidiaries and each U.S. Holding Company;

WHEREAS, Holdings has agreed to guarantee the obligations of Borrower hereunder, on a limited-recourse basis, and to secure its obligations by granting to Administrative Agent, for the benefit of the Secured Parties, a First Priority Lien on all of the Capital Stock of Borrower;

WHEREAS, the Sixth Restated Credit Agreement is being amended and restated on and subject to the terms and conditions set forth herein, and this Agreement is made in renewal, amendment, restatement and modification of, but not in extinguishment or novation of, the obligations under the Sixth Restated Credit Agreement.

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

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:

“Accepting Lender” as defined in Section 2.22(a).

“Acquired Indebtedness” means Indebtedness (i) assumed by Borrower or any of its Restricted Subsidiaries in connection with a Permitted Acquisition that does not result in the creation of a new Restricted Subsidiary, (ii) of a Person that becomes a Restricted Subsidiary in connection with a Permitted Acquisition or in connection with a contribution of a Person as a capital contribution to Borrower or any Restricted Subsidiary, or (iii) of an Unrestricted Subsidiary at the time it becomes a Restricted Subsidiary.

“Adjusted Eurodollar Rate” means, for any Interest Rate Determination Date with respect to an Interest Period, the rate per annum obtained by dividing (i) (a) the rate per annum determined by the Administrative Agent at approximately 11:00 a.m. (London time) on such Interest Rate Determination Date by reference to the ICE Benchmark Administration Limited Interest Settlement Rates (or the successor thereto if the ICE Benchmark Administration Limited is no longer making such rate available) for deposits in Dollars (as set forth by any service selected by the Administrative Agent that has been nominated by the ICE Benchmark Administration Limited or its successor as an authorized information vendor for the purpose of displaying such rates) for a period equal to such Interest Period or (b) in the event the rate referenced in the preceding clause (a) is not ascertainable pursuant to the provisions of the foregoing clause (a), the Interpolated Rate for a period equal in length to the Interest Period of such Loan, by (ii) an amount equal

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to (a) one minus (b) the Applicable Reserve Requirement. If, at any time, (x) with respect to the Term Loans, the Adjusted Eurodollar Rate as calculated pursuant to the foregoing would otherwise be lower than 0.75% per annum, the Adjusted Eurodollar Rate with respect to the Term Loans shall be deemed to be 0.75% per annum at such time and (y) with respect to the Revolving Loans, the Adjusted Eurodollar Rate as calculated pursuant to the foregoing would otherwise be lower than zero the Adjusted Eurodollar Rate with respect to the Revolving Loans shall be deemed to be zero at such time.

“Administrative Agent” as defined in the preamble hereto.

“Affected Class” as defined in Section 2.22(a).

“Affected Lender” as defined in Section 2.17(b).

“Affected Loans” as defined in Section 2.17(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.

“Agent” means each of the Arrangers, the Administrative Agent, the Syndication Agent and the Co-Documentation Agents.

“Aggregate Amounts Due” as defined in Section 2.16.

“Agreement” as defined in the preamble hereto.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to Parent, Borrower or their respective Subsidiaries from time to time concerning or relating to bribery, corruption or money laundering, including, without limitation, the Patriot Act and the FCPA.

“Applicable Margin” means (a) with respect to any Term Loans (other than New Term Loans), (i) 3.00% for Eurodollar Rate Loans and (ii) 2.00% for ABR Rate Loans, (b) with respect to any Revolving Loans, (i) 3.00% for Eurodollar Rate Loans and (ii) 2.00% for ABR Rate Loans and (c) with respect to any New Term Loans, the Applicable Margin shall be as provided for in the Joinder Agreement related to the New Term Loan Commitments in respect of such New Term Loans.

“Applicable Reserve Requirement” means, at any time, for any Eurodollar Rate Loan, the maximum rate, expressed as a decimal, at which reserves (including 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

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with respect to (i) any category of liabilities that 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 that 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.

“Arrangers” means CS Securities, MSSF, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Bank PLC and Wells Fargo Securities, LLC.

“Asset Sale” means any Disposition of Property or series of related Dispositions of Property (excluding any such Disposition permitted by clause (a), (b), (c) or (d) or (i) of Section 6.5) that yields gross proceeds to Borrower or any of its Restricted Subsidiaries (in the case of noncash proceeds consisting of notes or other debt securities, valued at the initial principal amount thereof, and in the case of other noncash proceeds, valued at fair market value as reasonably determined by Borrower, or, if requested by Administrative Agent, determined by a reputable, independent third party reasonably satisfactory to Administrative Agent and paid for by Borrower) in excess of $5,000,000.

“Assignment Agreement” means an Assignment and Assumption Agreement substantially in the form of Exhibit D-1, with such amendments or modifications as may be approved by Administrative Agent.

“Authorized Officer” means, as applied to any Person, any individual holding the position of chairman of the board (if also an officer), chief executive officer, president or one of its vice presidents (or the equivalent thereof), chief financial officer or treasurer.

“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 then in effect for Eurodollar Rate Loans with an Interest Period of one month plus 1%; 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 ICE Benchmark Administration Limited Interest Settlement Rates (or the successor thereto if the ICE Benchmark Administration Limited is no longer making such rate available) for deposits in dollars (as set forth by any service selected by the Administrative Agent that has been nominated by the ICE Benchmark Administration Limited or its successor 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 or the Federal Funds Effective Rate or the Adjusted Eurodollar Rate shall be effective on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate or the Adjusted Eurodollar Rate, respectively.  If, at any time, the Base Rate as calculated pursuant to the foregoing would otherwise be (x) with respect to the Term Loans, lower than 1.75% per annum, the Base Rate with respect to the Term Loans shall be deemed to be 1.75% per annum at such time and (y) with respect to the Revolving Loans, the Base Rate as calculated pursuant to the foregoing would otherwise be lower than zero the Base Rate with respect to the Revolving Loans shall be deemed to be zero at such time.

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

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

“Borrower” as defined in the preamble hereto.

“Borrower Affiliated Group” as defined in Section 6.6(f).

“Borrower Assignment Agreement” means a Borrower Assignment and Assumption Agreement substantially in the form of Exhibit D-2, with such amendments or modifications as may be approved by Administrative Agent.

“Business Day” means (i) any day excluding Saturday, Sunday and any day that 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 that is a Business Day described in clause (i) and that is also a day for trading by and between banks in Dollar deposits in the London interbank market.

“Capital Expenditures” means, for any period, with respect to any Person, the aggregate of all expenditures made by such Person and its Subsidiaries, on a consolidated basis, for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) that should be capitalized under GAAP on a consolidated balance sheet of such Person and its Subsidiaries.

“Capital Lease Obligations” means, as to any Person, the obligations of such Person to pay rent or other amounts under any (i) lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP and (ii) any lease financing arrangements set forth on the balance sheet of such Person other than EITF 97-10 Capital Lease Obligations.

“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 partnership interests and membership interests, and any and all warrants, rights or options to purchase (other than convertible or exchangeable Indebtedness that is not otherwise capital stock) or other arrangements or rights to acquire any of the foregoing.

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

“Cash Equivalents” means, as at any date of determination, (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States government or any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition

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issued by any Lender (other than a Lender that, at the time of such acquisition, was a Defaulting Lender) or by any commercial bank organized under the laws of the United States of America or any state thereof having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least “A-1” by S&P or “P-1” by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any Lender (other than a Lender that, at the time of such acquisition, was a Defaulting Lender) or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least “A” by S&P or “A” by Moody’s; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender (other than a Lender that, at the time of such acquisition, was a Defaulting Lender) or any commercial bank satisfying the requirements of clause (b) of this definition; or (g) shares of money market mutual or similar funds that invest at least 95% of their assets in securities satisfying the requirements of clauses (a) through (f) of this definition.

“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended.

“Certificate Re Non-Bank Status” means a certificate substantially in the form of Exhibit E.

“Class” means (i) with respect to Lenders, each of the following classes of Lenders:  (a) Lenders having Term Loan Exposure and (b) Lenders having Revolving Loan Exposure, and (ii) with respect to Loans, each of the following classes of Loans:  (a) Term Loans and (b) Revolving Loans.  For the avoidance of doubt, (a) any Term Loans having the same terms and conditions as an Existing Class of Term Loans may specify that such Term Loans are of the same Class, but otherwise any Term Loans incurred pursuant to a Loan Modification Offer shall be deemed to constitute a separate Class of Term Loans, and (b) any Revolving Commitments and related Revolving Loans having the same terms and conditions as an Existing Class of Revolving Commitments and related Revolving Loans may specify that such Revolving Commitments and related Revolving Loans are of the same Class, but otherwise any Revolving Commitments and related Revolving Loans incurred pursuant to a Loan Modification Offer shall be deemed to constitute a separate Class of Revolving Commitments and related Revolving Loans.

“Closing Date” means the date on which this Agreement becomes effective.

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

“Closing Date Transactions” means (i) the execution, delivery and performance on the Closing Date by the Loan Parties of the Loan Documents to which they are party, (ii) the payment of related fees and expenses, (iii) the refinancing of the Existing Term Loans and the Existing Revolving Commitments as a Permitted Secured Refinancing hereunder pursuant to Section 6.2(j) and (iv) the deemed issuance of Existing Letters of Credit as Letters of Credit issued hereunder pursuant to Sections 1.6 and 2.3(i).

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“Co-Documentation Agents” means each of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Bank PLC and Wells Fargo Bank, N.A., in its capacity as a co-documentation agent hereunder and under the other Loan Documents.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” means, collectively, all of the real, personal and mixed property (including Capital Stock) in which Liens are purported to be granted pursuant to the Security Documents as security for the Obligations.

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

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

“Commonly-Controlled Entity” means an entity, whether or not incorporated, that is under common control with Borrower within the meaning of Section 4001 of ERISA, or is part of a group that includes Borrower and that is treated as a single employer under Section 414 of the Code or of which Borrower is a general partner.

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

“Consolidated Adjusted Debt” means, as of the last day of any period, the sum of (a) Funded Debt of Borrower and its Restricted Subsidiaries as of such date, determined according to the face or principal amount thereof, based on the amount owing under the applicable Contractual Obligation (without regard to any election by Borrower, Parent, Holdings or any other Person to measure an item of Indebtedness using fair value or any other discount to par that may be applicable under GAAP) on a consolidated basis with respect to Borrower and its Subsidiaries, in accordance with consolidation principles utilized in GAAP, less the amount of unrestricted and unencumbered Cash and Cash Equivalents of Borrower and its Restricted Subsidiaries as of such date (provided that, Cash and Cash Equivalents subject to Liens granted under the Security Documents shall not be deemed to be restricted or encumbered as a result thereof) and (b) the product of 8 times Consolidated Lease Expense for such period.

“Consolidated Adjusted Leverage Ratio” means, for any period, the ratio of (a) Consolidated Adjusted Debt as of the last day of such period to, (b) Consolidated EBITDAR of Borrower and its Restricted Subsidiaries for such period.

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

“Consolidated Current Liabilities” means, as at any date of determination, the total liabilities of Borrower and its Restricted Subsidiaries on a consolidated basis that may properly be classified as current liabilities in conformity with GAAP, excluding (i) the current portion of long term debt and (ii) the current portion of any balance sheet liabilities attributable to NCM Extraordinary Payments.

“Consolidated EBITDA” means, as to Borrower and its Restricted Subsidiaries, for any applicable period, the difference of (a) the sum (without duplication) of (i) Consolidated Net Income of Borrower and its Restricted Subsidiaries for such period, plus (ii) the amounts deducted

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by Borrower and its Restricted Subsidiaries in determining such Consolidated Net Income for such period representing (s) noncash noncontrolling minority interest expense, (t) noncash charges (including noncash Consolidated Lease Expense and noncash theatre closing costs), amortization (including amortization of deferred financing fees), depreciation, noncash restructuring charges or reserves, and other noncash reserves and any unusual or nonrecurring charges, expenses or losses, (u) all federal, state and local taxes (whether paid in cash or deferred) computed on the basis of income, (v) Consolidated Interest Expense and noncash interest expense, (w) expenses or charges incurred in connection with the issuance of debt or equity securities, and up-front fees paid with respect to credit facilities provided by banks and other financial institutions, (x) Transaction Costs and other one-time fees, costs and expenses (including legal fees and costs) in connection with the Closing Date Transactions and actions related thereto (including obtaining title insurance, making filings and recordings of mortgages, deeds of trust, financing statements and other actions contemplated by the Loan Documents), (y) expenses or charges incurred in connection with real estate financings consummated during such period, and (z) fees and expenses paid in connection with Permitted Acquisitions consummated and Investments made during such period, minus (b) the amounts included by Borrower and its Restricted Subsidiaries in determining such Consolidated Net Income for such period representing (x) noncash gains (including any gains or income associated with cancellation of indebtedness), (y) unusual or nonrecurring gains, and (z) cash payments made during such period with respect to noncash charges or reserves included in (a)(ii) above for a prior period; provided that (without duplication), “Consolidated EBITDA” for any applicable period shall be (A) determined on the basis that any Permitted Acquisitions, or other acquisitions or dispositions of revenue producing assets that were consummated during such period, were consummated on the first day of such period, (B) determined on the basis that any designation of a Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary, as the case may be, that occurred during such period occurred on the first day of such period, and (C) increased or decreased, as the case may be, to reflect the projected good faith identifiable and supportable net cost saving or additional net costs, as the case may be, resulting from any Permitted Acquisition consummated during such period by combining the operations of such acquisition with the operations of Borrower and its Restricted Subsidiaries (as determined by Borrower based on reasonable assumptions and computations set forth in sufficient detail and that are reasonably acceptable, in substance, to Administrative Agent, which determination shall be made on each date on which a Compliance Certificate for such applicable period is delivered, all in compliance with the requirements of Regulation S-X for a Form S-1 registration statement under the Securities Act); provided further that, so long as such net savings or additional net costs will be realizable at any time during such period, it may be assumed, for the purpose of this clause, that such net cost savings or additional net costs will be realizable during the entire period.

“Consolidated EBITDAR” means, as to Borrower and its Restricted Subsidiaries for any period, Consolidated EBITDA for such period plus, without duplication, the sum of all rent expense (calculated by giving effect to the adjustments to the asset base described in the definition of “Consolidated EBITDA” herein) of Borrower and its Restricted Subsidiaries for such period.

“Consolidated Excess Cash Flow” means, as to Borrower and its Restricted Subsidiaries for the period commencing on May 1, 2004 and ending on July 1, 2004 or December 30, 2004, as applicable, and for each Fiscal Quarter and Fiscal Year thereafter, an amount equal to:  (i) the sum, without duplication, of the amounts for such period of (a) Consolidated Net Income, (b) Consolidated Working Capital Adjustment, (c) to the extent deducted in calculating Consolidated Net Income, expenses, premiums or charges incurred in connection with the issuance of debt or equity securities, fees paid in respect of credit facilities provided by banks and other financial institutions, and one-time fees, costs and expenses (including legal fees and costs) in connection with the Closing Date Transactions and actions related thereto (including obtaining title insurance,

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making filings and recordings of mortgages, deeds of trust, financing statements, and other actions contemplated by the Loan Documents), (d) depreciation and amortization deducted in determining such Consolidated Net Income, and (e) other noncash charges or losses deducted in determining such Consolidated Net Income, minus (ii) the sum, without duplication, of the amounts for such period of (a) voluntary and scheduled repayments of Consolidated Total Debt (excluding (1) voluntary repayments of the Loans, and (2) repayments financed with Indebtedness) (it being understood that any assignment of Term Loans to Borrower pursuant to Section 9.6(l) and any cancellation and extinguishment of such Term Loans in connection therewith shall not constitute a voluntary or scheduled repayment of Consolidated Total Debt), (b) Capital Expenditures made with internally-generated cash (net of any proceeds of (x) any related financings with respect to such expenditures, and (y) any Asset Sales used to finance such expenditures), and (c) noncash gains included in determining such Consolidated Net Income.

“Consolidated Interest Expense” means, as to Borrower and its Restricted Subsidiaries for any period, total cash interest expense (including that attributable to Capital Lease Obligations) of Borrower and its Restricted Subsidiaries for such period with respect to all outstanding Indebtedness of Borrower and its Restricted Subsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under (and net payments received under) Hedge Agreements in respect of interest rates to the extent such net costs (or net payments) are allocable to such period in accordance with GAAP).

“Consolidated Lease Expense” means, for any period, the aggregate amount of fixed and contingent cash rentals payable by Borrower and its Restricted Subsidiaries (determined on a consolidated basis in accordance with GAAP), for such period with respect to leases of real and personal property; provided that, (i) payments in respect of Capital Lease Obligations or EITF 97-10 Capital Lease Obligations or lease obligations in respect of Digital Cinema Equipment owing to any DCIP Entity shall not constitute Consolidated Lease Expense, (ii) Consolidated Lease Expense shall be calculated by giving effect to the adjustments to the asset base described in the definition of “Consolidated EBITDA” herein, and (iii) payments in respect of Synthetic Lease Obligations shall not constitute Consolidated Lease Expense.

“Consolidated Leverage Ratio” means, as at the last day of any period of four consecutive Fiscal Quarters, the ratio of (a) Consolidated Total Debt on such day, to (b) Consolidated EBITDA for such period.

“Consolidated Net Income” means, as to Borrower and its Restricted Subsidiaries for any period, the consolidated net income (or loss) of Borrower and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; provided that, in calculating such Consolidated Net Income for any period, there shall be excluded (a) the income (or deficit) of any Restricted Subsidiary accrued prior to the date it becomes a Restricted Subsidiary or is merged into or consolidated with Borrower or any of its Restricted Subsidiaries, except as set forth in clause (A) of the first proviso of the definition of Consolidated EBITDA, (b) the income (or deficit) of any Person (other than a Restricted Subsidiary) in which Borrower or any of its Restricted Subsidiaries has an ownership interest, except to the extent that any such income is actually received by Borrower or such Restricted Subsidiary in the form of dividends or similar distributions; notwithstanding the foregoing, all dividends or similar distributions actually received by Borrower or such Restricted Subsidiary from NCM shall be included in Consolidated Net Income to the extent not excluded pursuant to clause (e) below, (c) the undistributed earnings of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary is not at the time permitted by the terms of any Contractual

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Obligation (other than under any Loan Document) or Requirement of Law applicable to such Restricted Subsidiary, (d) all gains (but not losses) that are either extraordinary (as determined in accordance with GAAP) or are either unusual or nonrecurring (including any gain from the sale or other disposition of assets outside the ordinary course of business or from the issuance or sale of any capital stock and from any cancellation of indebtedness gains or income) and (e) NCM Extraordinary Payments and taxes relating to such NCM Extraordinary Payments.

“Consolidated Total Debt” means, at any date of determination, the aggregate principal amount of all Funded Debt of Borrower and its Restricted Subsidiaries at such date, determined according to the face or principal amount thereof, based on the amount owing under the applicable Contractual Obligation (without regard to any election by Borrower, Parent, Holdings or any other Person to measure an item of Indebtedness using fair value or any other discount to par that may be applicable under GAAP) on a consolidated basis with respect to Borrower and its Subsidiaries, in accordance with consolidation principles utilized in GAAP, less the amount of unrestricted and unencumbered Cash and Cash Equivalents of Borrower and its Restricted Subsidiaries as of such date (provided that, Cash and Cash Equivalents subject to Liens granted under the Security Documents shall not be deemed to be restricted or unencumbered as a result thereof).

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

“Consolidated Working Capital Adjustment” means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as at the beginning of such period exceeds (or is less than) Consolidated Working Capital as at the end of such period.

“Contingent Obligation” means, as to any Person (the “guaranteeing person”), any obligation of (a) the guaranteeing person or (b) another Person (including any bank under any letter of credit) to induce the creation of which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation, or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided that, the term Contingent Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business.  The amount of any Contingent Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made, and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Contingent Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Contingent Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by Borrower in good faith.

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“Continuing Director” means, as of any date of determination, any member of the board of directors of Parent who: (1) was a member of Parent’s board of directors on the Closing Date; (2) was nominated for election or elected to such board of directors with the approval of a majority of the Continuing Directors who were members of such board at the time of such nomination or election; or (3) was nominated for election pursuant to the provisions of the Amended and Restated Stockholders Agreement, dated May 14, 2002, between Parent and Sponsor as in effect on the Closing Date.

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

“Control Agreement” as defined in the Guaranty and Collateral Agreement.

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

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

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

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

“CS” has the meaning given to such term in the introductory paragraph hereto.

“CS Securities” means Credit Suisse Securities (USA) LLC.

“DCIP” means Digital Cinema Implementation Partners, LLC, a Delaware limited liability company.

“DCIP Entity” means DCIP and its direct and indirect subsidiaries.

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

“Default Excess” means, with respect to any Defaulting Lender that caused a Funding Default, the excess, if any, of such Defaulting Lender’s Pro Rata Share of the aggregate outstanding principal amount of the Loans of all Lenders (calculated as if all Defaulting Lenders (including such Defaulting Lender) had funded all of their respective Defaulted Loans) over the aggregate outstanding principal amount of all Loans of such Defaulting Lender.

“Default Period” means, with respect to any Defaulting Lender, (A) the period commencing on the date of the applicable Funding Default and ending on the earliest of:  (i) the date on which all Commitments are cancelled or terminated or the Obligations are declared or become immediately due and payable, (ii) the date on which (a) the Default Excess with respect to such Defaulting Lender shall have been reduced to zero (whether by the funding by such Defaulting Lender of any of its Defaulted Loans or by the non pro rata application of any voluntary or mandatory prepayments of the Loans in accordance with the terms of Section 2.12 or 2.13 or by a combination thereof), and (b) such Defaulting Lender shall have delivered to Borrower and Administrative

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Agent a written reaffirmation of its intention to honor its obligations hereunder with respect to its Commitments, and (iii) the date on which Borrower, Administrative Agent and Requisite Lenders waive all Funding Defaults of such Defaulting Lender in writing and (B) in the case of any Defaulting Lender that is a Revolving Lender, the period commencing on the date such Defaulting Lender, or any Person that directly or indirectly controls such Defaulting Lender, becomes the subject of a proceeding under the Bankruptcy Code, or any Federal, state or foreign bankruptcy, insolvency, receivership or similar law or management of which have been taken over by any Governmental Authority and ending on the date such Defaulting Lender or such Person is no longer the subject of such proceeding (if any) and such Defaulting Lender shall have delivered to Borrower and Administrative Agent a written reaffirmation of its intention to honor its obligations hereunder with respect to its Commitments.

“Defaulted Loan” as defined in the definition of “Defaulting Lender”.

“Defaulting Lender” means (1) any Lender that (x) defaults in its obligation to fund within three Business Days of the date required to be funded by it hereunder, unless such obligation is the subject of a bona fide good faith dispute or (y) notifies the Administrative Agent or a Loan Party that it does not intend to satisfy any such obligation to fund, any Revolving Loan or to fund its participation under Section 2.3(e) (in each case, a “Defaulted Loan” and any such default or notification, a “Funding Default”); (2) any Revolving Lender that becomes insolvent or is the subject of a proceeding under the Bankruptcy Code, or any Federal, state or foreign bankruptcy, insolvency, receivership or similar law or the assets or management of which have been taken over by any Governmental Authority or (3) any Revolving Lender that is controlled (directly or indirectly) by or is a Subsidiary of a Person that has become insolvent or is the subject of a proceeding under the Bankruptcy Code, or any Federal, state or foreign bankruptcy, insolvency, receivership or similar law or the assets or management of which has been taken over by any Governmental Authority.

“Deposit Account” as defined in the UCC.

“Derivatives Counterparty” as defined in Section 6.6.

“Digital Cinema Equipment” means digital projectors and related equipment and software used primarily for digital cinema exhibition.

“Discharge of the Obligations” occurs when (i) the Commitments have terminated or expired, no Letter of Credit is outstanding (other than Letters of Credit that have been fully cash collateralized or supported in full by another letter of credit, in either case, in a manner satisfactory to the applicable Issuing Bank) and all Obligations of all Loan Parties (other than obligations in respect of Hedge Agreements and indemnification obligations that are then inchoate) have been paid in full, and (ii) to the extent obligations in respect of Hedge Agreements are then outstanding, unless otherwise agreed in writing by the applicable counterparties, no event of default or termination event shall have occurred and be continuing under any such Hedge Agreements, and no event described in Section 7.1(f) or 7.1(g) (in respect of Borrower only) shall have occurred and be continuing; provided that it is acknowledged and agreed that no Discharge of the Obligations shall occur or be deemed to occur in connection with a Permitted Secured Refinancing.

“Disposition” means with respect to any Property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof (including any sale, assignment, conveyance, transfer, disposition or issuance of Capital Stock of any Restricted Subsidiary or any

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sale, assignment, conveyance, transfer or disposition of Capital Stock held by Borrower or any Restricted Subsidiary); and the terms “Dispose” and “Disposed of” shall have correlative meanings.

“Disqualified Stock” means any Capital Stock or other ownership or profit interest of any of Borrower or its Subsidiaries that any such Person is or, upon the passage of time or the occurrence of any event may become, obligated to redeem, purchase, retire, defease or otherwise make any payment in respect of such Capital Stock in consideration other than additional Capital Stock (other than Disqualified Stock), if such obligation matures or has the potential to mature sooner than one year after the repayment in full of all Obligations hereunder.

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

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

“EITF 97-10 Capital Lease Obligations” means obligations that are classified as “Capital Lease Obligations” under generally accepted accounting principles in the United States of America due to the application of Emerging Issues Task Force Regulation 97-10, and that, but for such regulation, would not constitute Capital Lease Obligations.

“Eligible Assignee” means (i) any Lender, any Affiliate of any Lender and any Related Fund (any two or more Related Funds being treated as a single Eligible Assignee for all purposes hereof), and (ii) any commercial bank, insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act) and that extends credit or buys loans as one of its primary businesses; provided that, no competitor of Borrower, or Terminated Lender shall be an Eligible Assignee; provided, further, that neither the Borrower nor any of its Affiliates shall be an Eligible Assignee except with respect to assignments of Term Loans made in accordance with Section 9.6(l) that are immediately cancelled and extinguished.  For purposes of this definition, “competitor” means (x) a Person primarily engaged in the same Line of Business as Borrower, (y) a Person directly or indirectly controlled by or under common control with any Person identified in the preceding clause (x), and (z) a Subsidiary of any Person identified in the preceding clause (x).

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

“Environmental Laws” means any and all applicable laws, rules, orders, regulations, statutes, ordinances, codes, decrees, or other legally enforceable requirements (including common law) of any international authority, foreign government, the United States, or any state, local, municipal or other Governmental Authority, regulating, relating to or imposing liability or standards of conduct concerning Hazardous Materials Activity, protection of the environment, human health, or the generation, use, storage, transportation or disposal of Hazardous Materials, as has been, is now, or may at any time hereafter be, in effect.

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“Environmental Permits” means any and all permits, licenses, approvals, registrations, notifications, exemptions and any other authorization required under any Environmental Law.

“ECP” shall have the meaning set forth in the definition of Excluded Swap Obligation.

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

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

“ERISA Event” means (i) a “reportable event” within the meaning of Section 4043(c) of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30 day notice to the PBGC has been waived by regulation), (ii) the failure to meet the minimum funding standard of Section 412 of the Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(d) of the Code) or the failure to make by its due date a required installment under Section 412(m) of the Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan, (iii) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA, (iv) the withdrawal by Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability to Borrower, any of its Subsidiaries or any of their respective Affiliates pursuant to Section 4063 or 4064 of ERISA, (v) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which might constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, (vi) the imposition of liability on Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA, (vii) the withdrawal of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefor, or the receipt by Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA, (viii) the occurrence of an act or omission which could give rise to the imposition on Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates of fines, penalties, taxes or related charges under Chapter 43 of the Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit Plan, (ix) the assertion of a material claim (other than routine claims for benefits) against any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof, or against Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates in connection with any Employee Benefit Plan, (x) receipt from the IRS of notice of the failure

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of any Pension Plan (or any other Employee Benefit Plan intended to be qualified under Section 401(a) of the Code) to qualify under Section 401(a) of the Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Code, or (xi) the imposition of a Lien pursuant to Section 401(a)(29) or 412(n) of the Code or pursuant to ERISA with respect to any Pension Plan.

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

“Event of Default” means any of the conditions or events set forth in Section 7.1.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded FATCA Tax” means any tax, assessment or other governmental charge that would not have been imposed but for a failure by a Lender (or any financial institution through which any payment is made to such Lender) to comply with the requirements of FATCA.

“Excluded Foreign Subsidiary” means a Foreign Subsidiary in respect of which either (i) the pledge of all of the Capital Stock of such Subsidiary as Collateral, or (ii) the guaranteeing by such Subsidiary of the Obligations, would, in the good faith judgment of Borrower, result in adverse tax consequences to Borrower and its Restricted Subsidiaries, taken as a whole; provided that, a Foreign Subsidiary that is treated as a pass-through entity for United States federal income tax purposes shall not be an Excluded Foreign Subsidiary while so treated.

“Excluded NCM Equity Interests” means Capital Stock of NCM and NCM, Inc., in each case, owned by Borrower and its Subsidiaries (i) prior to the Closing Date or (ii) acquired on or after the Closing Date in a transaction that does not constitute an Investment (or constitutes an Investment for no or nominal consideration), including, for the avoidance of doubt, Capital Stock of NCM and NCM, Inc. acquired or otherwise obtained under the NCM Unit Adjustment Agreement substantially in the form in effect as of the date hereof or that constitutes (or is funded pursuant to) an Investment under Section 6.8(j).

“Excluded Swap Obligation” shall mean, with respect to any Guarantor, the Parent or Holdings, any Swap Obligation if, and to the extent that, all or a portion of the guaranty of such Person of, or the grant by such Person of a security interest to secure, such Swap Obligation (or any guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Person’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder (each, an “ECP”) at the time the guaranty of such Person or the grant of such security interest becomes effective with respect to such Swap Obligation.  If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guaranty or security interest is or becomes illegal.

“Existing 2022 Notes” means the 53/4% senior notes due 2022 issued by Parent, together with any refinancing or replacement thereof (x) for a principal amount not to exceed the sum of (I) the principal amount of the Indebtedness so refinanced (or if issued with the original-issue discount, the accreted value thereof at the time of such refinancing), (II) accrued and unpaid interest, fees and expenses owing with respect thereto, (III) tender fees or redemption premiums required

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to be paid thereon and (IV) fees and expenses (including original issue discount) relating to such refinancing.

“Existing Class” shall mean, at any time, a Class of Term Loans or a Class of Revolving Loans existing at such time (not including any Class of Term Loans or Class of Revolving Loans being made or established at such time).

“Existing Letters of Credit” means all letters of credit outstanding under the Sixth Restated Credit Agreement immediately prior to giving effect to this Agreement, including those described on Schedule 1.1 hereto.

“Existing Mortgage” means any mortgage, deed of trust or deed to secure debt, as applicable, granted as security for all or any of the obligations under any of the Original Credit Agreement, Restated Credit Agreement, Second Restated Credit Agreement, Third Restated Credit Agreement, Fourth Restated Credit Agreement, Fifth Restated Credit Agreement or Sixth Restated Credit Agreement and that is still in effect on the Closing Date, as the same has been or may be amended, supplemented or otherwise modified from time to time; provided, however, that except for purposes of Section 9.22(c), no mortgage, deed of trust or deed to secure debt that covers any leasehold, but not fee, interest in any Real Estate Asset shall constitute an Existing Mortgage.

“Existing Notes” means (i) the Existing 2022 Notes and (ii) the 53/4% senior notes due 2023 and the 53/4% senior notes due 2025, each issued by Parent.

“Existing Revolving Commitments” means the revolving commitments outstanding under the Sixth Restated Credit Agreement immediately prior to the effectiveness of this Agreement.

“Existing Revolving Loans” means the revolving loans outstanding under the Sixth Restated Credit Agreement immediately prior to the effectiveness of this Agreement, as more particularly described on Appendix A-1.

“Existing Term Loans” means the term loans outstanding under the Sixth Restated Credit Agreement immediately prior to the effectiveness of this Agreement, as more particularly described on Appendix A-1.

“Existing Title Policy” means each of the mortgagee’s title insurance policies that were issued pursuant to the terms of the Original Credit Agreement, the Restated Credit Agreement, the Second Restated Credit Agreement, the Third Restated Credit Agreement, the Fourth Restated Credit Agreement, the Fifth Restated Credit Agreement or the Sixth Restated Credit Agreement.

“Extended Term Loans” as defined in Section 2.22(c).

“Extended Revolving Commitments” as defined in Section 2.22(c).

“Extension Date” as defined in Section 2.22(c).

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

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“FATCA” means Sections 1471 through 1474 of the Code as of the date hereof (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“Federal Funds Effective Rate” means for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that, (i) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to Administrative Agent, in its capacity as a Lender, on such day on such transactions as determined by Administrative Agent.

“Fifth Restated Credit Agreement” as defined in the preamble hereto.

“Final Maturity Date” means the latest to occur of the Term Loan Maturity Date and the maturity date of each Series or other tranche of term loans hereunder, if any.

“Financial Covenant Default” means a failure to comply with the covenants set forth in Section 6.1. It is understood and agreed that this definition may not be amended without the written consent of the Requisite Revolving Lenders.

“Financial Covenant Remedy” as defined in Section 7.1(c).

“First Priority” means, with respect to any Lien purported to be created in any Collateral pursuant to any Security Document, that such Lien is the only Lien to which such Collateral is subject, other than any Permitted Lien.

“Fiscal Quarter” means each fiscal quarter of Borrower.  References herein to a particular Fiscal Quarter (e.g., “2nd Fiscal Quarter of 2015” refers to the number of Fiscal Quarters elapsed in a particular Fiscal Year (including such Fiscal Quarter)).

“Fiscal Year” means a fiscal year of Borrower, each of which shall, subject to any change in accordance with Section 6.12, commence on the first Friday after December 25, and end on the first Thursday after the ensuing December 25.  References herein to a particular Fiscal Year (e.g., “Fiscal Year 2015”), shall mean the Fiscal Year for which the majority of such period of time occurs during the identified calendar year.

“Flood Hazard Property” means any Real Estate Asset subject to an Existing Mortgage in favor of Administrative Agent, for the benefit of the Secured Parties, and located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards.

“Foreign Assets” means assets (other than Persons constituting Foreign Subsidiaries) acquired by a Foreign Subsidiary in a Permitted Acquisition or pursuant to Section 6.8(m).

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

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“Foreign Subsidiary Investment Basket” means an amount (not less than zero) equal to $150,000,000, minus (a) the fair market value (determined at the time of acquisition) of Foreign Subsidiaries or Foreign Assets acquired pursuant to Section 6.8(f) since the Closing Date and applied to reduce the Foreign Subsidiary Investment Basket as set forth therein, minus (b) the aggregate amount of Investments made by Borrower and its Domestic Subsidiaries in Foreign Subsidiaries or Foreign Assets since the Closing Date (other than those referred to in clause (a) and those received as a capital contribution), plus (c) the aggregate amount of Net Cash Proceeds received by Borrower and its Domestic Subsidiaries from Dispositions of Foreign Subsidiaries or Foreign Assets since the Closing Date.

“Fourth Amendment” means that certain Permitted Secured Refinancing Agreement, dated as of the Closing Date, by and among Parent, Holdings, Borrower, the Guarantors, the Lenders party thereto and the Administrative Agent.

“Fourth Restated Credit Agreement” as defined in the preamble hereto.

“Fourth Restated Credit Agreement Closing Date” means May 10, 2004.

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

“Funded Debt” means, as to any Person, all Indebtedness of such Person of the types described in clauses (a) through (e) of the definition of “Indebtedness” herein and, without duplication, all Contingent Obligations of such Person in respect of Indebtedness of any Person of the kind referred to in clauses (a) through (e) of the definition of “Indebtedness” herein.

“Funding Default” as defined in the definition of “Defaulting Lender”.

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

“GAAP” means, subject to the limitations on the application thereof set forth in Section 1.2, United States generally accepted accounting principles in effect as of the date of determination thereof.

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

“Governmental Authority” means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States, or a foreign entity or government.

“Governmental Authorization” means any permit, license, authorization, plan, directive, consent order or consent decree of or from any Governmental Authority.

“Guarantied Obligations” as defined in the Guaranty and Collateral Agreement.

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“Guarantor” means (a) each Person that is a Restricted Subsidiary as of the Closing Date, other than (i) any Excluded Foreign Subsidiary, (ii) any U.S. Holding Company, (iii) Green Hills Commons, LLC and (iv) the UA Subsidiaries (so long as no UA Subsidiary Guaranty Trigger has occurred) and (b) each other Person that is required to guaranty the Obligations pursuant to Section 5.9; provided that “Guarantor” shall not include any Person that has been released from its guaranty of the Obligations in accordance with the Loan Documents (unless and until such Person is subsequently required to guaranty the Obligations).

“Guaranty” means the guaranty of each Guarantor set forth in the Guaranty and Collateral Agreement.

“Guaranty and Collateral Agreement” means the Second Amended and Restated Guaranty and Collateral Agreement, dated as of May 19, 2010 and executed by Borrower and each Guarantor, substantially in the form of Exhibit G-1, as it may be amended, restated, supplemented or otherwise modified from time to time.

“Guaranty and Pledge Agreement” means the Amended and Restated Limited Guaranty and Pledge Agreement, dated as of May 19, 2010 and executed by Holdings, substantially in the form of Exhibit G-2, as it may be amended, restated, supplemented or otherwise modified from time to time.

“Hazardous Materials” means any chemical, material, substance or waste, exposure to which is prohibited, limited or regulated by any Governmental Authority, or that is defined or included as “hazardous” or “toxic,” or as a “pollutant” or “contaminant,” in or under any Environmental Law (including any “hazardous substance,” as defined in CERCLA, and any “hazardous waste,” as defined in the Resource Conservation and Recovery Act of 1976, as amended), or that poses or could pose a hazard to the health and safety of the owners, occupants or any Persons in the vicinity of any Facility or to the indoor or outdoor environment, and in any event including any petroleum or petroleum product, asbestos or asbestos-containing material, polychlorinated biphenyls, fungus or mold.

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

“Hedge Agreement” an Interest Rate Agreement entered into between Borrower and any Lender Counterparty that has been designated as a Hedge Agreement by such Lender Counterparty and Borrower, by notice to Administrative Agent not later than 90 days after the execution and delivery thereof by Borrower (including, without limitation, any such agreement that was so designated prior to the Closing Date, including under a Prior Credit Agreement); provided that, the designation of any Interest Rate Agreement as a Hedge Agreement shall not create in favor of any Lender Counterparty any rights in connection with the management or release of any Collateral or of the management or release of obligations of any Guarantor under the Guarantee and Collateral Agreement.

“Highest Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to any

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Lender that are presently in effect or, to the extent allowed by law, under such applicable laws that may hereafter be in effect and that allow a higher maximum nonusurious interest rate than applicable laws now allow.

“Historical Financial Statements” as defined in Section 4.1(a).

“Holdings” means Regal Entertainment Holdings, Inc., a Delaware corporation.

“Increased Amount Date” as defined in Section 2.1(c)(i).

“Increased-Cost Lender” as defined in Section 2.20.

“Indebtedness” means, with respect to any Person, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of Property or services (other than trade payables incurred in the ordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to Property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such Property), (e) all Capital Lease Obligations or Synthetic Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party under bankers’ acceptance, letter of credit or similar facilities, (g) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any Capital Stock of such Person, (h) all Contingent Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above, (i) all obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on Property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, (j) for the purposes of Section 7.1(b) only, all obligations of such Person in respect of Hedge Agreements, and (k) the liquidation value of any Preferred Stock of such Person or its Subsidiaries held by any Person other than such Person and its Wholly-Owned Subsidiaries; provided that, obligations incurred under the UA Pass-Through Trust Documents shall not constitute Indebtedness for any purposes hereunder.

“Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, claims (including Environmental Claims), costs (including the costs of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action necessary to remove, remediate, clean up or abate any Hazardous Materials Activity), expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto (whether such matter is initiated by a third party, Borrower, Holdings, Parent or any other Loan Party or any Affiliate thereof), and any fees or expenses incurred by Indemnitees in enforcing its indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of (i) this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including the Lenders’ agreement to make Credit Extensions or the use or intended use of the proceeds thereof, or any enforcement of

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any of the Loan Documents (including any sale of, collection from, or other realization on any of the Collateral or the enforcement of the Guaranty)), or (ii) any Environmental Claim or any Hazardous Materials Activity relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, or practice of Borrower or any of its Subsidiaries.  Notwithstanding the foregoing, Indemnified Liabilities shall exclude any tax matters governed by Section 2.19 and any increased cost, capital adequacy or tax matters governed by Section 2.18.

“Indemnitee” as defined in Section 9.3.

“Insolvency” means, with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

“Installment” as defined in Section 2.11 or, with respect to any Series of New Term Loans, as defined in the applicable Joinder Agreement.

“Installment Date” as defined in Section 2.11 or, with respect to any Series of New Term Loans, as defined in the applicable Joinder Agreement.

“Insurance Requirements” all material terms of any insurance policy required pursuant to this Agreement or any Security Document and all material regulations and then current standards applicable to or affecting any Mortgaged Property or any part thereof or any use or condition thereof that may, at any time, be recommended by the Board of Fire Underwriters, if any, having jurisdiction over any Mortgaged Property, or any other body exercising similar functions.

“Intellectual Property” means the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, state, multinational or foreign laws or otherwise, including copyrights, patents, trademarks, service-marks, technology, know-how and processes, recipes, formulas, trade secrets, or licenses (under which the applicable Person is licensor or has assignable rights as a licensee) relating to any of the foregoing and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“Intellectual Property Security Agreement” as defined in the Guaranty and Collateral Agreement.

“Intercompany Note” means a promissory note evidencing Indebtedness payable by Borrower or any Loan Party (in each case, as payor) to any other Loan Party (as payee), substantially in the form of Exhibit I, or otherwise in form and substance satisfactory to Administrative Agent.

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

“Interest Period” means, in connection with a Eurodollar Rate Loan, an interest period of one, two, three, six or (if available to all Lenders with Loans affected thereby) twelve months, as selected by Borrower in the applicable Funding Notice or Conversion/Continuation Notice, (i)

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initially, commencing on the Credit Date or Conversion/Continuation Date thereof, as the case may be, and (ii) thereafter, commencing on the day on which the immediately preceding Interest Period expires; provided that with respect to any Eurodollar Rate Loan made on the Closing Date, Borrower shall be permitted to select Interest Periods ending on the last day of the calendar month in which the Closing Date occurs and/or the last day of the Fiscal Quarter in which the Closing Date occurs; provided, further, that, (a) if an Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless no further Business Day occurs in such month, in which case such Interest Period shall expire on the immediately preceding Business Day, (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clauses (c) and (d), of this definition, end on the last Business Day of a calendar month, (c) no Interest Period with respect to any Term Loan shall extend beyond the Term Loan Maturity Date, and (d) no Interest Period with respect to any Revolving Loan shall extend beyond the Revolving Commitment Termination Date.

“Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement, each of which is for the purpose of hedging the interest rate exposure associated with the operations of Borrower and its Subsidiaries and not for speculative purposes.

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

“Interpolated Rate” means, for any Loan, the rate which results from interpolating on a linear basis between: (a) the rate published by ICE Benchmark Administration Limited for the longest period (for which that rate is available) which is less than the Interest Period and (b) the rate published by ICE Benchmark Administration Limited for the shortest period (for which that rate is available) which exceeds the Interest Period, each as of approximately 11:00 A.M., London time, two (2) Business Days prior to the commencement of such Interest Period.

“Investment” as defined in Section 6.8. The amount of any Investment outstanding at any time shall be measured net of cash returns on any such Investments to Borrower and its Restricted Subsidiaries constituting a repayment of such Investment or a return of capital on such Investment, but without giving effect to changes in the value thereof.

“IRS” means the United States Internal Revenue Service.

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

“Issuing Bank” means each of CS, Morgan Stanley Bank, N.A., and Bank of America, N.A., as an Issuing Bank hereunder, together with their respective permitted successors and assigns in such capacity.

“Joinder Agreement” as defined in Section 2.1(c)(i).

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

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“Latest Maturity Date” shall mean, at any date of determination, the latest maturity or expiration date applicable to any Loan or Commitment hereunder at such time.

“L/C Maturity Date” as defined in Section 2.3(a).

“Lender” means each financial institution listed on the signature pages hereto as a Lender and any other Person that becomes a Lender hereto pursuant to an Assignment Agreement or a Joinder Agreement.

“Lender Counterparty” means a Lender (or an Affiliate thereof) or Agent (or an Affiliate thereof) that is a counterparty to a Hedge Agreement (including any Person who was a Lender (or an Affiliate of a Lender) or Agent (or an Affiliate thereof) as of the date such Person entered into a Hedge Agreement but subsequently ceased to be a Lender or Agent), including each such Affiliate that enters into a joinder agreement with Administrative Agent.

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

“Letter-of-Credit Issuer Sublimit” means, as at any date of determination, (i) with respect to CS, $15,000,000, (ii) with respect to Morgan Stanley Bank, N.A., $7,500,000 and (iii) with respect to Bank of America, N.A., $7,500.000.

“Letter-of-Credit Sublimit” means, as at any date of determination, the lesser of (i) $30,000,000, and (ii) the aggregate unused amount of the Revolving Commitments then in effect.

“Letter-of-Credit Usage” means, as at any date of determination, the sum of (i) the maximum aggregate amount that is, or at any time thereafter may become, available for drawing under all Letters of Credit then outstanding, and (ii) the aggregate amount of all drawings under Letters of Credit honored by the Issuing Banks and not theretofore reimbursed by or on behalf of Borrower.

“Lien” means (i) any lien, mortgage, pledge, assignment, hypothecation, claim, restriction, security interest, fixed or floating charge, or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing, and (ii) in the case of Securities, any purchase option, call or similar right of a third party with respect to such Securities.

“Line of Business” as defined in Section 6.15.

“Loan” means a Term Loan or a Revolving Loan.

“Loan Document” means any of this Agreement, the Parent Guaranty, the Notes, if any, the Security Documents, any documents or certificates executed by Borrower in favor of Issuing Banks relating to Letters of Credit, and all other documents, instruments or agreements executed and delivered by a Loan Party or by Holdings for the benefit of any Agent, any Issuing Bank or any Lender in connection herewith.

“Loan Modification Agreement” shall mean any amendment to this Agreement (in form and substance reasonably satisfactory to the Administrative Agent) pursuant to which Borrower and the Accepting Lenders agree to one or more Permitted Amendments.

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“Loan Modification Offer” as defined in Section 2.22(a).

“Loan Party” means Borrower, each Guarantor and each other Subsidiary of Borrower that is a party to a Loan Document.

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

“Material Adverse Effect” means a material adverse change in or affecting (a) the condition (financial or otherwise), results of operation, assets, liabilities or management of the Loan Parties, taken as a whole, (b) the validity or enforceability of this Agreement or any of the other Loan Documents, (c) the validity, enforceability or priority of the Liens purported to be created by the Security Documents, or (d)  the rights or remedies of Administrative Agent and the Lenders hereunder or under any of the other Loan Documents; provided that, in no event shall an event that results in a material adverse change that is limited to an individual Existing Mortgage constitute a Material Adverse Effect for purposes of clauses (b), (c) or (d) of this definition.

“Maximum New Term Loan Amount” means (a) $200,000,000, plus (b) an additional amount so long as, the Consolidated Leverage Ratio does not exceed 3.00:1.00, determined on a pro forma basis as of the most recent date for which financial statements have been delivered pursuant to Section 5.1 (or, prior to the first such delivery hereunder, under Section 5.1 of the Sixth Amended and Restated Credit Agreement) after giving effect to the incurrence of any such New Term Loans and other customary and appropriate pro forma adjustment events, including any debt incurrences or repayments, acquisitions or dispositions after the beginning of the relevant determination period but prior to or simultaneous with the borrowing of such New Term Loans (provided that the proceeds of any New Term Loans shall not be deducted in the calculation of “Consolidated Adjusted Debt” or “Consolidated Total Debt”).

“Moody’s” means Moody’s Investor Services, Inc., and any successor thereto.

“Mortgaged Property” means any Real Estate Asset that is subject to an Existing Mortgage.

“MSSF” means Morgan Stanley Senior Funding, Inc..

“Multiemployer Plan” means any Plan that is a multiemployer plan as defined in Section 3(37) or 4001(a)(3) of ERISA.

“NCM” means National CineMedia, LLC.

“NCM Extraordinary Payments” means Cash payments (or Cash Equivalents) received by Borrower or any of its Restricted Subsidiaries as distributions, dividends or payments (directly or indirectly) on account of equity interests in NCM or NCM, Inc. (including through an Unrestricted Subsidiary that directly or indirectly owns an interest in NCM or NCM, Inc.), or redemptions or repurchases of equity interests of NCM or NCM, Inc. or such Unrestricted Subsidiary, which distributions, dividends, redemptions, repurchases or payments constitute a portion of the net proceeds of (i) an NCM Financing Transaction by NCM or NCM, Inc. or any of its Subsidiaries, (ii) a sale or disposition of assets by NCM or NCM, Inc. or any of its Subsidiaries, (iii) a sale or disposition of Excluded NCM Equity Interests, or (iv) payments under contracts between NCM, Inc., NCM or any of its Subsidiaries, on the one hand, and Borrower or any of its Restricted Subsidiaries, on the other, representing upfront payments, down payments or other payments or prepayments

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outside the ordinary course of business and constituting compensation to Borrower and its Restricted Subsidiaries for services to be performed or access to be provided to facilities operated by Borrower and its Restricted Subsidiaries.

“NCM Financing Transaction” means (i) any capital market transaction, including, without limitation, any offering, issuance or sale of debt or equity Securities pursuant to a public offering or pursuant to a private placement with the intention to sell or distribute such Securities to “Qualified Institutional Buyers” as defined in Rule 144A adopted under the Securities Act, and (ii) any other debt financing transaction, including a bank or syndicated loan transaction or mezzanine or bridge facility (secured or unsecured), in each case relating to NCM, NCM, Inc., their respective subsidiaries, or parent entities of NCM or NCM, Inc. that are not Restricted Subsidiaries or Loan Parties.

“Unit Adjustment Agreement” means the Common Unit Adjustment Agreement, dated as of February 13, 2007 among NCM, Inc., NCM, Regal CineMedia Holdings, LLC, American Multi-Cinema, Inc., Cinemark Media, Inc., Regal Cinemas, Inc. and Cinemark USA, Inc.

“NCM, Inc.” means National CineMedia, Inc.

“Net Cash Proceeds” means (a) in connection with any Asset Sale or any Recovery Event, the proceeds thereof in the form of Cash and cash equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when the benefit is received) of such Asset Sale or Recovery Event, net of reasonable and customary attorneys’ fees, accountants’ fees, and investment banking fees, amounts required to be applied (and that are so applied) to the repayment of Indebtedness secured by a Lien permitted hereunder on any asset that is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document), amounts arising from the sale of UA Subsidiaries (other than Capital Stock of a UA First-Tier Subsidiary) or assets of UA Subsidiaries required or permitted to be applied (and that are so applied) to the repayment of obligations under the UA Pass-Through Trust Documents, and other reasonable and customary fees and expenses, in each case, to the extent actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements); and (b) in connection with any capital contribution or any issuance or sale of Capital Stock or debt securities or instruments or the incurrence of loans, the cash proceeds received from such capital contribution, issuance or incurrence, net of reasonable and customary attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other reasonable and customary fees and expenses, in each case, to the extent actually incurred in connection therewith (it being understood that cash and cash equivalents of operating companies whose Capital Stock is contributed to Borrower as an equity contribution will not constitute Net Cash Proceeds).

“New Term Loan” means a loan made by a Lender to Borrower pursuant to Section 2.1(c).

“New Term Loan Commitments” as defined in Section 2.1(c)(i).

“New Term Loan Lender” as defined in Section 2.1(c)(i).

“Nonconsenting Lender” as defined in Section 2.20.

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“Non-Recourse Debt” means Indebtedness (i) as to which neither Borrower nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable (as a guarantor or otherwise), or (c) constitutes the lender and (ii) as to which the lenders thereunder will not have any recourse to the Capital Stock or assets of Borrower or any of its Restricted Subsidiaries.

“Non-US Lender” as defined in Section 2.19(e).

“Note” means a Term Loan Note or a Revolving Loan Note.

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

“Obligations” means all obligations of every nature of each Loan Party and of Holdings and Parent, including the Guarantied Obligations, from time to time owed to each Agent (including any former Agent), Lender, Lender Counterparty, or any of them, under any Loan Document or Hedge Agreement (including with respect to a Hedge Agreement, obligations owed thereunder to any person who was a Lender or Agent or an Affiliate of a Lender or Agent at the time such Hedge Agreement was entered into), whether for principal, interest (including interest that, but for the filing of a petition in bankruptcy with respect to such Loan Party or Holdings or Parent, would have accrued on any Obligation, whether or not a claim is allowed against such Loan Party or Holdings or Parent for such interest in the related bankruptcy proceeding), Reimbursement Obligations, payments for early termination of Hedge Agreements, fees, expenses, indemnifications or otherwise.  Notwithstanding anything to the contrary contained herein or in any other Credit Document, in no event will Obligations include any Excluded Swap Obligations.

“Organizational Documents” means (i) with respect to any corporation, its certificate or articles of incorporation or organization, as amended, and its bylaws, as amended, (ii) with respect to any limited partnership, its certificate or articles of limited partnership, as amended, and its partnership agreement, as amended, (iii) with respect to any general partnership, its partnership agreement, as amended, and (iv) with respect to any limited liability company, its certificate or articles of organization, as amended, and its operating agreement, as amended.  In the event any term or condition of this Agreement or any other Loan Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such governmental official.

“Original Credit Agreement” as defined in the preamble hereto.

“Other Taxes” means any and all present or future stamp or documentary taxes or any other excise or property  taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, the Loan Documents.

“Parent” means Regal Entertainment Group, a Delaware corporation.

“Parent Entity” means a Person that, directly or indirectly, holds 80% or more of Borrower’s Capital Stock (excluding any debt security that is convertible into or exchangeable for Capital Stock) that at the time is entitled to vote in the election of, as applicable, directors, members or partners generally.

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“Parent Guaranty” means the Parent Guaranty, substantially in the form of Exhibit G-3, or such other form as is reasonably acceptable to the Administrative Agent and entered into pursuant to Section 5.9(f).

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

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

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

“Permits” means the collective reference to (i) Environmental Permits, and (ii) any and all other franchises, licenses, leases, permits, approvals, notifications, certifications, registrations, authorizations, exemptions, qualifications, easements, rights of way, Liens and other rights, privileges and approvals required under any Requirement of Law.

“Permitted Acquisition” as defined in Section 6.8(f).

“Permitted Investors” means (x) the Sponsor and any of its Affiliates and  (b) Parent and wholly-owned Subsidiaries thereof.

“Permitted Liens” means each of the Liens permitted pursuant to Section 6.3.

“Permitted Secured Indebtedness” as defined in Section 6.2(f).

“Permitted Secured Refinancing” as defined in Section 6.2(j).

“Permitted Senior Refinancing” as defined in Section 6.2(l).

“Permitted Subordinated Indebtedness” as defined in Section 6.2(i).

“Permitted Subordinated Refinancing” as defined in Section 6.2(k).

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

“Plan” means, at a particular time, any employee benefit plan that is covered by ERISA and that Borrower or any Commonly-Controlled Entity maintains, administers, contributes to or is required to contribute to or under which Borrower or any Commonly-Controlled Entity could incur any liability.

“Pledged Equity Interests” as defined in the Guaranty and Collateral Agreement.

“Preferred Stock” means any Capital Stock of any class or classes of a Person which is preferred as to payments of dividends, or as to distributions upon any liquidation or dissolution, over Capital Stock of any other class of such Person.

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“Prime Rate” means the rate of interest per annum announced from time to time by CS as its prime commercial lending rate in effect at its principal office in New York City.  The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer.  CS or any other Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

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

“Projections” as defined in Section 5.2(c).

“Property” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including Capital Stock.

“Prospective Defaulting Lender” as defined in Section 9.6(k).

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

“Purchase Money Indebtedness” means, with respect to any Person, any Indebtedness of such Person to any seller or other Person incurred to finance the acquisition, construction, installation or improvement of any real or personal tangible property that is incurred concurrently with or within 120 days following such acquisition, construction, installation or improvement.

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

“Recovery Event” means any cash settlement of or payment in excess of $5,000,000 in respect of any property or casualty insurance or any condemnation proceeding relating to any asset of any of Borrower or its Restricted Subsidiaries.

“Register” as defined in Section 2.6(b).

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

“Regulation T” means Regulation T of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time.

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“Regulation X” means Regulation X of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Reimbursement Date” as defined in Section 2.3(d).

“Reimbursement Obligation” means the Obligation of Borrower to reimburse the Issuing Banks pursuant to Section 2.3(d) for amounts drawn under Letters of Credit.

“Related Fund” means, with respect to any Lender that is a fund engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course, any other fund so engaged that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Related Lender Assignment” has the meaning assigned to that term in Section 9.6(c).

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

“Reorganization” means, with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

“Replacement Lender” as defined in Section 2.20.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived under subsection .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. Section 4043.

“Repricing Transaction” means (i) the prepayment or refinancing of all or a portion of the Term Loans with the incurrence by Parent, Borrower or any of their respective Subsidiaries of any long-term bank debt financing incurred for the primary purpose of repaying, refinancing, substituting or replacing the Term Loans (but not in connection with a change of control transaction not otherwise permitted hereunder or for consummating an acquisition not otherwise permitted under this Agreement)  and having an effective interest cost or weighted average yield (as reasonably determined by the Administrative Agent consistent with generally accepted financial practice (it being understood that OID and upfront fees shall be equated to interest rate assuming a four-year life to maturity) and, in any event, excluding any arrangement or commitment fees in connection therewith) that is less than the interest rate for or weighted average yield (as reasonably determined by the Administrative Agent on the same basis) of the Term Loans, or (ii) any amendment to this Agreement or any other Loan Document relating to the interest rate for, or weighted average yield of, the Term Loans which has the effect of lowering the interest cost or weighted average yield (as reasonably determined by the Administrative Agent consistent with generally accepted financial practice (it being understood that OID and upfront fees shall be equated to interest rate assuming a four-year life to maturity) and, in any event, excluding any arrangement or commitment fees in connection therewith) of the Term Loans from that in effect on the Closing Date; at the request of Borrower, the Administrative Agent shall provide to Borrower such determinations.

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“Requirement of Law” means, as to any Person, such Person’s obligations in respect of its Organizational Documents, the common law, or any law, treaty, rule or regulation, judgment, decree or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding on such Person or any of its Property or to which such Person or any of its Property is subject.

“Requisite Class Lenders” means, at any time of determination, (i) for the Class of Lenders having Term Loan Exposure, Lenders holding more than 50% of the aggregate Term Loan Exposure of all Lenders, and (ii) for the Class of Lenders having Revolving Loan Exposure, Lenders holding more than 50% of the aggregate Revolving Loan Exposure of all Lenders.

“Requisite Lenders” means one or more Lenders having or holding Term Loan Exposure or Revolving Loan Exposure and representing more than 50% of the sum of the aggregate Term Loan Exposure and the aggregate Revolving Loan Exposure of all Lenders; provided that, any Defaulting Lender shall be excluded for purposes of making a determination of Requisite Lenders.

“Requisite Revolving Lenders” means, as of any date of determination, one or more Lenders having or holding Revolving Loan Exposure and representing more than 50% of the sum of the aggregate Revolving Loan Exposure of all Lenders; provided that, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders.

“Requisite Term Lenders” means, as of any date of determination, one or more Lenders having or holding Term Loan Exposure representing more than 50% of the sum of the aggregate Term Loan Exposure of all Lenders; provided that, any Defaulting Lender shall be excluded for purposes of making a determination of Requisite Term Lenders.

“Restated Credit Agreement” as defined in the preamble hereto.

“Restricted Payment” as defined in Section 6.6.

“Restricted Subsidiary” of a Person means any Subsidiary of such Person that is not an Unrestricted Subsidiary.  Unless otherwise indicated, references herein to a Restricted Subsidiary shall mean a Restricted Subsidiary of Borrower.

“Revolving Commitment” means the commitment of a Lender to make or otherwise fund any Revolving Loan and to acquire participations in Letters of Credit hereunder.  The amount of each Lender’s Revolving Commitment, if any, is set forth on Appendix A-2 or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof.  The aggregate amount of all the Revolving Commitments as of the Closing Date is $85,000,000.

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

“Revolving Commitment Termination Date” means the earliest to occur of (i) April 2, 2020, (ii) the date that the Revolving Commitments are permanently reduced to zero pursuant to Section 2.12(b) and (iii) the date of the termination of the Revolving Commitments pursuant to Section 7.1.

“Revolving Lender” means a Lender that has a Revolving Commitment.

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“Revolving Loan Exposure” means, with respect to any Lender as of any date of determination, (i) prior to the termination of Revolving Commitments, that Lender’s Revolving Commitment; and (ii) after the termination of the Revolving Commitments, without duplication, the sum of (a) the aggregate outstanding principal amount of Revolving Loans of such Lender, (b) in the case of an Issuing Bank, the aggregate Letter-of-Credit Usage (net of any participations therein by the other Lenders), and (c) the aggregate amount of all participations by such Lender in any outstanding Letters of Credit or any unreimbursed drawing under any Letter of Credit.

“Revolving Loan” means a loan made by a Lender to Borrower pursuant to Section 2.2.

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

“Revolving Threshold” means, at any time, 30% of the aggregate amount of the Revolving Commitments at such time.

“S&P” means Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation.

“Sanction” or “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, the United Nations Security Council, the European Union or Her Majesty’s Treasury.

“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 (including but not limited to), Crimea, Cuba, Iran, North Korea, the Republic of Sudan (i.e., North Sudan) and Syria).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned 50% or more by any such Person or Persons, directly or indirectly.

“SEC” means the Securities and Exchange Commission.

“Second Restated Credit Agreement” as defined in the preamble hereto.

“Secured Parties” as defined in the Guaranty and Collateral Agreement.

“Securities” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

“Securities Act” means the Securities Act of 1933, as amended.

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“Security Documents” means the Guaranty and Collateral Agreement, the Guaranty and Pledge Agreement, the Intellectual Property Security Agreement, the Control Agreements (if any), the Existing Mortgages and all other instruments, documents and agreements delivered by any Loan Party or Holdings pursuant to this Agreement or any of the other Loan Documents in order to grant to Administrative Agent, for the benefit of Secured Parties, a Lien on any Real Estate Asset or any other Property of such Loan Party or Holdings as security for the Obligations.

“Series” as defined in Section 2.1(c)(i).

“Single-Employer Plan” means any Plan that is covered by Title IV of ERISA, but that is not a Multiemployer Plan.

“Sixth Restated Credit Agreement” as defined in the preamble hereto.

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

“Solvent” means, with respect to any Person, that as of the date of determination, both (i) (a) the sum of such Person’s liabilities (including contingent liabilities) does not exceed the present fair saleable value of such Person’s present assets; (b) such Person’s capital is not unreasonably small in relation to its business or with respect to any contemplated or undertaken transaction; and (c) such Person has not incurred and does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (ii) such Person is “solvent” within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances.  For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

“Specified Change of Control” means a “Change of Control” as defined in, or any similar term in, any other document relating to Indebtedness in an aggregate outstanding principal amount in excess of $25,000,000 permitted under Section 6.2(i), 6.2(k), 6.2(l) or 6.2(n).

“Sponsor” means Anschutz Company.

“Subordinated Debt” means, at any date, the aggregate principal amount of all Funded Debt of Borrower and its Restricted Subsidiaries at such date that is incurred, assumed or permitted to exist pursuant to Section 6.2(i) or 6.2(k), determined on a consolidated basis in accordance with GAAP (without regard to any election by Borrower, Parent, Holdings or any other Person to measure an item of Indebtedness using fair value or any other discount to par that may be applicable under GAAP).

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity (i) of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person

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or a combination thereof or (ii) in which such Person directly or indirectly (through such Person or one or more Subsidiaries of that Person or a combination thereof) has more than a 50% equity interest and the power (directly or indirectly) to direct or cause the direction of the management and policies of such entity; provided that, in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding.  Unless otherwise indicated, references to a Subsidiary shall mean a Subsidiary of Borrower provided, further, that in no event shall an association or similar entity that (x) is formed by the owners of parcels within multi-parcel retail or mixed use centers for the purpose of operating, maintaining and repairing common areas within such centers, (y) conducts no business other than the business described in the foregoing clause (x) and matters reasonably incidental thereto and (z) generates net income of less than $100,000 per Fiscal Year, constitute a Subsidiary.

“Subsidiary Guarantor” means any Guarantor that is a Subsidiary of Borrower.

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

“Syndication Agent” means MSSF in its capacity as a syndication agent hereunder and under the other Loan Documents.

“Synthetic Lease Obligations” means all monetary obligations of a Person under (a) a so-called synthetic, off-balance-sheet or tax-retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but that, upon the insolvency or bankruptcy of such Person, would be characterized as indebtedness of such Person (without regard to accounting treatment).

“Tax” means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction or withholding of any nature and whatever called, by whomsoever, on whomsoever and wherever imposed, levied, collected, withheld or assessed; provided that, “Tax on the overall net income” of a Person shall be construed as a reference to a tax imposed by the jurisdiction in which that Person is organized or in which that Person’s applicable principal office (or, in the case of a Lender, its lending office) is located or in which that Person (or, in the case of a Lender, its lending office) is deemed to be doing business on all or part of the net income, profits or gains (whether worldwide, or only insofar as such income, profits or gains are considered to arise in or to relate to a particular jurisdiction, or otherwise) of that Person (or, in the case of a Lender, its applicable lending office).

“Tax Payment” as defined in Section 6.6(f).

“Term Loan” means a loan made by a Lender to Borrower pursuant to Section 2.1, the Existing Term Loans and any loans constituting a Permitted Secured Refinancing of Term Loans.  The aggregate outstanding principal amount of the Term Loans on the Closing Date after giving effect to the Closing Date Transactions is $965,760,000.

“Term Loan Commitment” means the commitment of a Lender to make or otherwise fund a Term Loan.

“Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Term Loans of such Lender, plus, to the extent any

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New Term Loan Lender has outstanding Term Loan Commitments prior to funding such New Term Loan Lender’s New Term Loans, for purposes of calculating Requisite Lenders and Requisite Class Lenders, such outstanding New Term Loan Commitments of such Lender.

“Term Loan Maturity Date” means the earliest of (i) April 1, 2022, (ii) the Term Loan Springing Maturity Date and (iii) the date on which all Term Loans shall become due and payable in full hereunder, whether by acceleration or otherwise.

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

“Term Loan Springing Maturity Date” means the Business Day immediately prior to the date that is 91 days prior to March 15, 2022; provided, however, that no Term Loan Springing Maturity Date shall occur if (i) (x) no Existing 2022 Notes are outstanding at such time, and (y) no Indebtedness issued by Parent to refinance, replace, defease, discharge or otherwise acquire or satisfy the Existing 2022 Notes and requiring amortization, prepayment or redemption (excluding customary asset sale or change of control provisions) or having a maturity prior to the date that is 91 days after April 1, 2022, is outstanding at such time or (ii) with respect to  any Indebtedness described in clause (i) above that is outstanding on such date, (a) Borrower has sufficient capacity on such date to make a Restricted Payment pursuant to Section 6.6(e) in an amount equal to the then outstanding principal balance of such Indebtedness, (b) the then outstanding principal balance of such Indebtedness does not exceed (1) unrestricted and unencumbered Cash and Cash Equivalents (it being understood that, Cash and Cash Equivalents subject to Liens granted under the Security Documents shall not be deemed to be restricted or encumbered as a result thereof) held by Borrower and its Restricted Subsidiaries on such date plus (2) the amount of Indebtedness Borrower would be entitled to incur on such date pursuant to Section 2.1(c) or Section 6.2(o) or unused Revolving Commitments at such time, and (c) the Borrower remains in pro forma compliance with Section 6.1 assuming it distributes such amount of Cash and Cash Equivalents referenced in clause (b)(1) and incurs such amount of Indebtedness referenced in clause (b)(2).

“Terminated Lender” as defined in Section 2.20.

“Third Restated Credit Agreement” as defined in the preamble hereto.

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

“Transaction Costs” means the fees, costs and expenses payable by Borrower or any of its Subsidiaries in connection with the Closing Date Transactions.

“Type” means, in reference to Loans, whether such Loan is a Base Rate Loan or a Eurodollar Rate Loan.

“UA First-Tier Subsidiary” means, as of any date of determination, a UA Subsidiary in which Borrower or any Guarantor (or any combination thereof) directly owns more than 50% of the Capital Stock of such UA Subsidiary.

“UA Subsidiary Guaranty Trigger” means that any UA Subsidiary has guaranteed any Indebtedness of the Borrower or any Restricted Subsidiary that is not a UA Subsidiary.

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“UA Subsidiaries” means United Artists Theatre Circuit, Inc., a Maryland corporation, and its Subsidiaries as of the Closing Date,.

“UA Pass-Through Certificates” means the Pass Through Certificates issued pursuant to the UA Pass-Through Trust Agreement, dated as of December 13, 1995, between United Artists Theatre Circuit, Inc., as Tenant, and Fleet National Bank of Connecticut, as Pass-Through Trustee.

“UA Pass-Through Certificates Restriction” means restrictions under the UA Pass-Through Trust Documents that prohibit the UA Subsidiaries from entering into the Guaranty and Collateral Agreement.

“UA Pass-Through Participation Agreement” means the Participation Agreement, dated as of December 13, 1995, between United Artists Theatre Circuit, Inc., as Tenant, Wilmington Trust Company, as the Corporate Owner Trustee and the Corporate Remainderman Trustee, William J. Wade, as the Individual Owner Trustee and the Individual Remainderman Trustee, Theatre Investors, Inc., as the Owner Participant, Northway Mall Associates LLC, as the Remainderman Participant, Alan B. Coffey as the Individual Indenture Trustee and Fleet National Bank of Connecticut, as the Corporate Indenture Trustee and the Pass Through Trustee.

“UA Pass-Through Trust Agreement” means the Pass Through Trust Agreement, dated as of December 13, 1995, between United Artists Theatre Circuit, Inc., as Tenant, and Fleet National Bank of Connecticut, as Pass Through Trustee.

“UA Pass-Through Trust Documents” means the UA Pass-Through Certificate, the UA Pass-Through Participation Agreement, the UA Pass-Through Trust Agreement, and related agreements and documents entered into in connection with the UA Pass-Through Trust Certificates.

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

“Unadjusted Eurodollar Rate Component” means that component of the interest costs to Borrower in respect of a Eurodollar Rate Loan that is based on the rate obtained pursuant to clause (i) of the definition of Adjusted Eurodollar Rate.

“Unrestricted Subsidiary” means any Subsidiary that (i) does not directly, indirectly, or beneficially own, hold or lease any Capital Stock of, Subordinated Debt of, or own, or hold any Lien on, any Property of, Borrower or any of its Restricted Subsidiaries (or any direct holding company parent of Borrower), (ii) not later than 90 days after the later of (x) the time such Subsidiary is formed or acquired or (y) the time such Subsidiary first acquires or holds total assets having a fair market value of $5,000 or more, is designated by the board of directors of Borrower to be an Unrestricted Subsidiary (provided that any Person satisfying clause (i) above at the time it becomes a Subsidiary of an Unrestricted Subsidiary shall be deemed designated an Unrestricted Subsidiary at such time without any action by the board of directors of Borrower) and (iii) of which Administrative Agent is notified pursuant to Section 5.2(b)(ii); provided that, such Subsidiary at the time of such designation (a) has no Indebtedness other than Non-Recourse Debt permitted hereunder; (b) is not a party to any agreement, contract, arrangement or understanding with Borrower or any of its Subsidiaries unless the terms of any such agreement, contract, arrangement or understanding (i) are no less favorable to Borrower or such Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not Affiliates of Borrower

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or (ii) comprise an Investment permitted pursuant to Section 6.8(j); (c) is a Person as to which none of Borrower or any of its Restricted Subsidiaries has any direct or indirect obligation (x) to subscribe for additional Capital Stock (excluding Investments permitted under Sections 6.8(j) and 6.8(q)) or (y) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified level of operating results; and (d) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of Borrower or any of its Restricted Subsidiaries; provided further that, any such designation shall constitute an Investment on the date of such designation in an Unrestricted Subsidiary in an amount equal to the sum of (x) the fair market value of the equity interest in the Subsidiary to be designated as an Unrestricted Subsidiary held (directly or indirectly) by any Loan Party or Restricted Subsidiary (without duplication) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary to any Loan Party or Restricted Subsidiary immediately prior to such designation.  The board of directors of Borrower may designate any Unrestricted Subsidiary (including any affiliate that becomes an Unrestricted Subsidiary after the Closing Date) to be a Restricted Subsidiary; provided that, no Default or Event of Default is existing or will occur as a consequence thereof.  If at any time any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary (or is redesignated by the board of directors of Borrower as a Restricted Subsidiary), it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement (and shall be a Restricted Subsidiary), any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary as of such date and any Investments in such Subsidiary shall be deemed to be Investments in a Restricted Subsidiary (with the effect that an amount equal to the fair market value (valued as of the date of redesignation) of such Subsidiary to be redesignated as a Restricted Subsidiary (without duplication) shall be applied to increase the amounts available for Restricted Payments under Section 6.6(e)) as of such date (and, if such Indebtedness or Investments are not permitted to be incurred hereunder Borrower shall be in default under this Agreement).  Restricted Subsidiaries of Borrower may not thereafter be designated as Unrestricted Subsidiaries except within the period referred to in clause (ii) above.  Unrestricted Subsidiaries that are directly owned by the Borrower or any Restricted Subsidiary as of the Closing Date are listed on Schedule 1.1A.

“U.S. Holding Company” shall mean any Domestic Subsidiary of which substantially all of its assets consist of stock in Excluded Foreign Subsidiaries.

“Voting Stock” of a Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.

“Weighted-Average Life to Maturity” means, as of the date of determination, with respect to any Indebtedness, the quotient obtained by dividing (i) the sum of the products of the number of years from the date of determination to the dates of each successive scheduled principal payment of such Indebtedness multiplied by the amount of such payment, by (ii) the sum of all such payments.

“Wholly-Owned Subsidiary” means, as to any Person, all of the Capital Stock of which (other than directors’ qualifying shares required by law) is owned by another Person directly and/or through other Wholly-Owned Subsidiaries of such other Person.

“Wholly-Owned Subsidiary Guarantor” means any Guarantor that is a Wholly-Owned Subsidiary of Borrower.

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1.2          Accounting Terms.  Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP.  Financial statements and other information required to be delivered by Borrower to Lenders pursuant to Sections 5.1(a), 5.1(b) and 5.1(c) shall be prepared in accordance with GAAP as in effect at the time of such preparation.  Notwithstanding the foregoing, calculations in connection with the definitions, covenants and other provisions hereof shall utilize accounting principles and policies in conformity with those used to prepare the Historical Financial Statements.

1.3          Interpretation, Etc.  Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference.  The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided.  The use herein of the word “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter.  Unless otherwise indicated, references to contracts or agreements shall mean such contracts or agreements as amended, restated, supplemented or otherwise modified from time to time.  For purposes of determining whether any Investment by Borrower or any of its Restricted Subsidiaries in any Unrestricted Subsidiary is on fair and reasonable terms no less favorable to Borrower or such Restricted Subsidiary that it would obtain in an arms-length transaction with a Person that is not an Affiliate, such determination shall take into account the value derived by Borrower or such Restricted Subsidiary from the increase in the value of the equity interests Borrower or such Restricted Subsidiary holds in such Unrestricted Subsidiary as a result of such Investment.

1.4          Relationship with Sixth Restated Credit Agreement.

As stated in the preamble hereof, this Agreement is intended to amend and restate the provisions of the Sixth Restated Credit Agreement, and except as expressly modified herein, the outstanding obligations under the Sixth Restated Credit Agreement shall from and after the Closing Date continue to be owing and be subject to the terms of this Agreement.  Upon the Closing Date, all references in the Notes and the other Loan Documents (including all Exhibits thereto) that are not being amended and restated concurrently herewith to (i) the “Credit Agreement” shall be deemed to include references to this Agreement, (ii) the “Lenders” or a “Lender” or “Administrative Agent” shall mean such terms as defined in this Agreement (and each such Lender shall be subject to and shall benefit from all of the provisions of this Agreement and the other Loan Documents as a Lender hereunder and thereunder) and (iii) (x) “Credit Suisse, Cayman Islands Branch”, “Credit Suisse First Boston”, in its capacity as Administrative Agent, shall mean “Credit Suisse AG” or “Credit Suisse AG, Cayman Islands Branch”, in its capacity as Administrative Agent, and (y) “Credit Suisse, Cayman Islands Branch” or “Credit Suisse First Boston” in its capacity as sole lead arranger and sole bookrunner shall mean “Credit Suisse Securities (USA) LLC”, in its capacity as joint lead arranger and joint bookrunner.  As to all periods occurring on or after the Closing Date, all of the covenants set forth in the Sixth Restated Credit Agreement shall be of no further force or effect (with respect to such periods), it being understood that all obligations of Borrower under the Sixth Restated Credit Agreement shall be governed by this Agreement from and after the Closing Date.

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(a)           Notwithstanding anything to the contrary in Section 1.4(a), each of Borrower, the Agents and the Lenders acknowledge and agree that all principal, interest, fees, costs, reimbursable expenses and indemnification obligations accruing or arising under or in connection with the Sixth Restated Credit Agreement, or under any other Prior Credit Agreement through the Sixth Restated Credit Agreement (including, for the avoidance of doubt any such amounts owing to the “Agents” (as defined in each Prior Credit Agreement, and persons that were “Lenders” under any Prior Credit Agreement), that remain unpaid and outstanding immediately prior to the effectiveness of this Agreement shall be and remain outstanding and payable as an Obligation under this Agreement and the other Loan Documents upon and after the effectiveness of this Agreement.

(b)           All calculations of Consolidated Excess Cash Flow for periods ended on or prior to the end of the Fourth Fiscal Quarter of 2014, shall be calculated based on the definitions set forth in the Sixth Restated Credit Agreement; provided that, notwithstanding the foregoing, for purposes of Section 2.13, Consolidated Excess Cash Flow shall be based on the definitions set forth in this Agreement after giving effect to the Closing Date Transactions.

(c)           Each Appendix, Exhibit and Schedule hereto shall amend and restate each such Appendix, Exhibit and Schedule attached to the Sixth Restated Credit Agreement in their entirety.

1.5          Confirmation, Ratification and Continuation of Term Loans.  Borrower hereby agrees that, as of the Closing Date (both before and after giving effect to this Agreement), it is fully and truly indebted to the Lenders for the full amount of the Term Loans stated herein (including, without limitation, any “Term Loans” or “Loan” (each as defined in the Sixth Amended and Restated Credit Agreement exchanged, continued or rolled over as “Term Loans” or “Loans” hereunder in accordance with Section 2.1(b)).

1.6          Confirmation, Ratification and Conversion of Revolving Loans and Letters of Credit.  Borrower hereby agrees that, as of the Closing Date (both before and after giving effect to this Agreement), it is fully and truly indebted to the Lenders for the full amount of the Revolving Loans stated herein.  Furthermore, without limiting any of the other provisions of this Agreement, (i) immediately upon the effectiveness of this Agreement, the Existing Letters of Credit shall be deemed to have been issued hereunder and deemed to be Letters of Credit for all purposes hereunder and all participations in letters of credit issued under the Sixth Restated Credit Agreement shall be deemed to be terminated, (ii) concurrently with the effectiveness of this Agreement, the “Revolving Commitments” under (and as defined in) the Sixth Restated Credit Agreement shall be deemed terminated and the Revolving Commitments hereunder shall be the “Revolving Commitments” under (and as defined in) this Agreement and the Revolving Lenders shall be deemed to be those Lenders that hold a Revolving Commitment hereunder, (iii) immediately upon the effectiveness this Agreement, each Revolving Lender hereunder shall be deemed to have purchased a participation in the Letters of Credit deemed issued hereunder pursuant to the foregoing clause (i) in accordance with the provisions of Section 2.3(e) as if such Letters of Credit had initially been issued hereunder.

1.7          Pro Forma Compliance with Section 6.  References herein or in any other Loan Document to pro forma compliance with Section 6 or Section 6.1 or pro forma compliance generally with the covenants and agreements set forth in this Agreement shall require pro forma compliance with Section 6.1, regardless of whether Section 6.1 is then applicable.

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SECTION 2.                LOANS AND LETTERS OF CREDIT

2.1          Term Loans.

(a)           Term Loan Commitments.  Subject to the terms and conditions hereof, each Lender severally agrees to make a Term Loan on the Closing Date to Borrower in an amount equal to such Lender’s Term Loan Commitment.  Borrower may make only one borrowing under the Term Loan Commitment which shall be on the Closing Date and shall not exceed the aggregate amount of the Term Loan Commitments.  Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than (x) one (1) Business Day prior to the Closing Date for Base Rate Loans, and (y) three (3) Business Days prior to the Closing Date for Eurodollar Rate Loans (or, in each case, such shorter period as may be acceptable to the Administrative Agent in its discretion).  Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed.  Subject to Sections 2.12(a) and 2.13, all amounts owed hereunder with respect to the Term Loans shall be paid in full no later than the Term Loan Maturity Date, respectively.  Each Lender’s Term Loan Commitment shall terminate immediately and without further action upon the making of any Term Loans on the Closing Date.

(b)           Cashless Rollover of Term Loans.  Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by Borrower, the Administrative Agent and such Lender.

(c)           New Term Loans.

(i)            Borrower may up to five times following the Closing Date, by written notice to Administrative Agent elect to request the establishment of additional Term Loan Commitments (the “New Term Loan Commitments”), by an amount not in excess of the Maximum New Term Loan Amount in the aggregate, pursuant to this Section 2.1(c), and not less than $25,000,000 individually.  Each such notice shall specify (a) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Term Loan Commitments shall be effective, which shall be a date not less than one Business Day after the date on which such notice is delivered to Administrative Agent and (b) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom Borrower proposes any portion of such New Term Loan Commitments be allocated and the amounts of such allocations; provided that, any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment.  Such New Term Loan Commitments shall become effective as of such Increased Amount Date without further written consent or authorization from Lenders or the Administrative Agent; provided that, (a) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Term Loan Commitments; (b) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2 shall be satisfied; (c) Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Sections 5 and 6  after giving effect to such New Term Loan Commitments and New Term Loans (provided that the proceeds of any New Term Loans shall not be deducted in the calculation of “Consolidated Adjusted Debt” or “Consolidated Total Debt”); (d) the New Term Loan Commitments shall be effected pursuant to one or more Joinder Agreements (each, a “Joinder Agreement”) (which shall set forth, for such New Term Loan Commitments

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and the New Term Loans made pursuant thereto, the Applicable Margin and scheduled amortization thereof and the final maturity thereof) executed and delivered by Borrower, Administrative Agent and each New Term Loan Lender; and (e) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction.  Any New Term Loans funded pursuant to any one Joinder Agreement shall be designated a separate series (each a “Series”) of New Term Loans for all purposes of this Agreement.  Upon and after the effectiveness of New Term Loan Commitments, subject to the satisfaction of the foregoing terms and conditions and other applicable terms and conditions in this Agreement and the Joinder Agreement, (a) each New Term Loan Lender of such Series shall make a New Term Loan to Borrower in an amount equal to its pro rata portion of the New Term Loan Commitment being funded, and (b) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto.  Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and the amount of New Term Loan Commitments of such Series.  Each New Term Loan Commitment with respect to any Series shall terminate immediately and without further action upon funding of such New Term Loan.  The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or permitted under this Section 2.1(c)(i) and set forth in the applicable Joinder Agreement, identical to Term Loans.  In any event (a) the applicable maturity date of each Series of New Term Loans shall be no earlier than the Final Maturity Date then in effect, (b) the Weighted-Average Life to Maturity of all New Term Loans of any Series shall be no shorter than the Weighted-Average Life to Maturity of the Terms Loans outstanding on the Closing Date under this Agreement and (c) with respect to any New Term Loans created hereunder, if the initial yield on such New Term Loans (as reasonably determined by the Administrative Agent to be equal to the sum of (x) the margin applicable to such New Term Loans above the Adjusted Eurodollar Rate and (y) if such New Term Loans are initially made at a discount or the Lenders making the same receive a fee directly or indirectly from or on behalf of Borrower for doing so (excluding customary arranger or commitment fees paid to the arrangers of such New Term Loans or their affiliates), and such discount and fees are in excess of 0.25% (the amount of such discount or upfront fees, in excess of 0.25% expressed as a percentage of such New Term Loans, being referred to herein as “Upfront Fees”), the amount of such Upfront Fees divided by the lesser of (A) the average life to maturity of such New Term Loans and (B) four) exceeds the Applicable Margin that would be applicable to any Term Loans that are Eurodollar Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Margin (without respect to Eurodollar Rate Loans or Base Rate Loans) then in effect for such Term Loans shall automatically be increased by the Yield Differential, effective upon the making of the New Term Loans; provided that, to the extent that the lowest permissible rate applicable to such New Term Loans is higher than the lowest permissible rate applicable to other Term Loans as a result of a “floor” or similar feature, such differential between the floors shall be equated to the applicable Yield Differential for purposes of determining whether an increase to the interest rate margin under the Terms Loans shall be required, but only to the extent an increase in the floor that would be applicable to any Term Loans that are Eurodollar Loans would cause an increase in the interest rate then in effect thereunder (determined, based on the rate that would be applicable to any such other Term Loans that are Eurodollar Loans for a 3-month Interest Period), and in such case, the floor applicable to the Eurodollar Loans that are Term Loans shall be increased to the

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extent of such differential (and such difference in floors shall not increase the Applicable Margin).  Notwithstanding anything to the contrary contained herein, Borrower, Guarantors and Administrative Agent may execute such amendments and/or amendments and restatements to this Agreement and the other Loan Documents as may be necessary or advisable to effectuate the provisions of this subsection 2.1(c)(i), and each Joinder Agreement may, without the consent of any other Lenders, effect any such amendments and/or amendments and restatements to this Agreement and the other Loan Documents as may be necessary or advisable to effectuate the provisions of this subsection 2.1(c)(i).

(ii)           Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than (x) for New Term Loans that are Base Rate Loans, one Business Day prior to the requested funding of a New Term Loan, and (y) for New Term Loans that are Eurodollar Rate Loans, three Business Days prior to the requested funding of a New Term Loan, it being understood that any such Funding Notice may be delivered concurrently with notice by Borrower to Administrative Agent requesting New Term Loan Commitments as provided for in subsection 2.1(c)(i).  Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender with a New Term Loan Commitment relating to the proposed borrowing.

(iii)          Each Lender with a New Term Loan Commitment shall make its New Term Loan, as provided above, available to Administrative Agent not later than 12:00 p.m. (New York City time) on the date specified for such funding by Borrower on the applicable Funding Notice, by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office.  Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of such New Term Loans available to Borrower on such date by causing an amount of same day funds in Dollars equal to the proceeds of all such New Term Loans received by Administrative Agent from Lenders to be credited to the account of Borrower as designated in writing to Administrative Agent by Borrower in the applicable Funding Notice.

2.2          Revolving Loans.

(a)           Replacement of Existing Revolving Commitments.  The Existing Revolving Commitments are hereby terminated and replaced with the Revolving Commitments, as more particularly described on Appendix A-2.

(b)           Revolving Commitments.  During the Revolving Commitment Period, subject to the terms and conditions hereof, each Revolving Lender severally agrees to make Revolving Loans in U.S. Dollars to Borrower in an aggregate amount up to but not exceeding such Lender’s Revolving Commitment; provided that, after giving effect to the making of any Revolving Loans in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect.  Amounts borrowed pursuant to this Section 2.2(b) may be repaid and reborrowed during the Revolving Commitment Period.  Each Revolving Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Commitments shall be paid in full no later than such date.

(c)           Borrowing Mechanics for Revolving Loans.

(i)    Except pursuant to Section 2.3(d), Revolving Loans that are Base Rate Loans shall be made in an aggregate minimum amount of $1,000,000 and integral

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multiples of $1,000,000 in excess of that amount, and Revolving Loans that are Eurodollar Rate Loans shall be in an aggregate minimum amount of $3,000,000 and integral multiples of $1,000,000 in excess of that amount.

(ii)   Whenever Borrower desires that Lenders make Revolving Loans, Borrower shall deliver to Administrative Agent a fully executed and delivered Funding Notice no later than 10:00 a.m. (New York City time) at least three Business Days in advance of the proposed Credit Date in the case of a Eurodollar Rate Loan, and, in the case of a Revolving Loan that is a Base Rate Loan, a Funding Notice or irrevocable telephonic notice confirmed promptly in writing through a Funding Notice (which Funding Notice or telephonic notice must be received by the Administrative Agent not later than 11:00 a.m., New York City time, on the proposed Credit Date).  Except as otherwise provided herein, a Funding Notice for a Revolving Loan that is a Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to make a borrowing in accordance therewith.

(iii)  Notice of receipt of each Funding Notice in respect of Revolving Loans, together with the amount of each Revolving Lender’s Pro Rata Share thereof, if any, shall be provided by Administrative Agent to each applicable Revolving Lender with reasonable promptness on the same day as Administrative Agent’s receipt of such Notice from Borrower.

(iv)  Each Revolving Lender shall make the amount of its Revolving Loan available to Administrative Agent not later than 12:00 p.m. (New York City time) on the applicable Credit Date by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office.  Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of such Revolving Loans available to Borrower on the applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited to the account of Borrower as designated in writing to Administrative Agent by Borrower in the applicable Funding Notice.

2.3          Issuance of Letters of Credit and Purchase of Participations Therein.

(a)           Letters of Credit.  During the Revolving Commitment Period, subject to the terms and conditions hereof, each Issuing Bank agrees to issue Letters of Credit for the account of Borrower in the aggregate amount up to but not exceeding the Letter-of-Credit Sublimit; provided that, (i) each Letter of Credit shall be denominated in Dollars, (ii) the stated amount of each Letter of Credit shall not be less than $500,000 or such lesser amount as is acceptable to Issuing Banks, (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect, (iv) (x) after giving effect to such issuance, in no event shall the Letter-of-Credit Usage exceed the Letter-of-Credit Sublimit then in effect, and (y) without the consent of the applicable Issuing Bank, in no event shall the Letter-of-Credit Usage with respect to Letters of Credit issued by such Issuing Bank exceed the Letter-of-Credit Issuer Sublimit of such Issuing Bank, and (v) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) five Business Days prior to the Revolving Commitment Termination Date (the “L/C Maturity Date”) and (2) the date that is one year from the date of issuance of such Letter of Credit.  Subject to the foregoing, Issuing Banks may agree (such agreement not to be unreasonably withheld) that a Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless any

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Issuing Bank reasonably elects not to extend for any such additional period; provided that, the Issuing Banks shall not extend any such Letter of Credit if the Issuing Banks have received written notice that a Default or an Event of Default has occurred and is continuing at the time the Issuing Banks must elect to allow such extension; provided further that, notwithstanding anything to the contrary contained in this Section 2.3 or elsewhere in this Agreement, in the event a Revolving Lender has become a Defaulting Lender or a Prospective Defaulting Lender, the Issuing Banks shall not be required to issue or extend any Letter of Credit unless (i) each Issuing Bank has entered into arrangements satisfactory to such Issuing Bank and Borrower to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit by all such Defaulting Lenders and Prospective Defaulting Lenders, including by cash collateralizing each such Defaulting Lender’s or Prospective Defaulting Lender’s Pro Rata Share of the Letter-of-Credit Usage or (ii) a reallocation of such Defaulting Lender’s or Prospective Defaulting Lender’s Pro Rata Share of Letter-of-Credit Usage (after giving effect to such Letter of Credit issuance) pursuant to Section 2.3(j) shall have occurred.

(b)           Notice of Issuance.  Whenever Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent an Issuance Notice no later than 12:00 p.m. (New York City time) at least three Business Days, or in each case such shorter period as may be agreed to by the applicable Issuing Bank in any particular instance, in advance of the proposed date of issuance.  Upon satisfaction or waiver of the conditions set forth in Section 3.2, the Issuing Banks shall issue the requested Letter of Credit only in accordance with Issuing Bank’s standard operating procedures.  Upon the issuance of any Letter of Credit or amendment or modification to a Letter of Credit, Issuing Bank shall promptly notify each Revolving Lender of such issuance, amendment or modification, which notice shall include the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.3(e).

(c)           Responsibility of Issuing Bank With Respect to Requests for Drawings and Payments.  In determining whether to honor any drawing under any Letter of Credit by the beneficiary thereof, each Issuing Bank shall be responsible only to examine the documents delivered under such Letter of Credit with reasonable care so as to ascertain whether they appear on their face to be in accordance with the terms and conditions of such Letter of Credit.  As between Borrower and the Issuing Banks, Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by the Issuing Banks, by the respective beneficiaries of such Letters of Credit.  In furtherance and not in limitation of the foregoing, no Issuing Bank shall be responsible for:  (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw on such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, electronic mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of such Issuing Bank, including any Governmental Acts; none of the above shall affect or impair, or prevent the vesting of, any of such Issuing Bank’s rights or powers hereunder.  Without limiting the foregoing and in furtherance thereof, any action taken or omitted by any Issuing Bank under or in

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connection with the Letters of Credit or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not give rise to any liability on the part of such Issuing Bank to Borrower.  Notwithstanding anything to the contrary contained in this Section 2.3(c), Borrower shall retain any and all rights it may have against any Issuing Bank for any liability arising solely out of the gross negligence or willful misconduct of such Issuing Bank, as finally determined by a court of competent jurisdiction in a nonappealable decision.

(d)           Reimbursement by Borrower of Amounts Drawn or Paid Under Letters of Credit.  In the event an Issuing Bank has determined to honor a drawing under a Letter of Credit, it shall promptly notify Borrower and Administrative Agent, and Borrower shall reimburse such Issuing Bank on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date”) in an amount in Dollars and in same day funds equal to the amount of such honored drawing; provided that, anything contained herein to the contrary notwithstanding, (i) unless Borrower shall have notified Administrative Agent and such Issuing Bank prior to 10:00 a.m. (New York City time) on the date such drawing is honored that Borrower intends to reimburse such Issuing Bank for the amount of such honored drawing with funds other than the proceeds of Revolving Loans, Borrower shall be deemed to have given a timely Funding Notice to Administrative Agent requesting the Revolving Lenders to make Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing, and (ii) subject to satisfaction or waiver of the conditions specified in Section 3.2, the Revolving Lenders shall, on the Reimbursement Date, make Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Bank for the amount of such honored drawing; and provided further that, if for any reason proceeds of Revolving Loans are not received by such Issuing Bank on the Reimbursement Date in an amount equal to the amount of such honored drawing, Borrower shall reimburse such Issuing Bank, on demand, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Revolving Loans, if any, that are so received.  Nothing in this Section 2.3(d) shall be deemed to relieve any Revolving Lender from its obligation to make Revolving Loans on the terms and conditions set forth herein, and Borrower shall retain any and all rights it may have against any Lender resulting from the failure of such Lender to make such Revolving Loans under this Section 2.3(d).

(e)           Revolving Lenders’ Purchase of Participations in Letters of Credit.  Immediately upon the issuance of each Letter of Credit, each Revolving Lender shall be deemed to have purchased, and hereby agrees to irrevocably purchase, from each Issuing Bank a participation in such Letter of Credit and any drawings honored thereunder in an amount equal to such Lender’s Pro Rata Share (with respect to the Revolving Commitments) of the maximum amount that is or at any time may become available to be drawn thereunder.  In the event that Borrower shall fail for any reason to reimburse such Issuing Bank as provided in Section 2.3(d), such Issuing Bank shall promptly notify each Revolving Lender of the unreimbursed amount of such honored drawing and of such Lender’s respective participation therein based on such Lender’s Pro Rata Share of the Revolving Commitments.  Each Revolving Lender shall make available to such Issuing Bank an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Bank specified in such notice, not later than 12:00 p.m. (New York City time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Bank is located) after the date notified by such Issuing Bank.  In the event that any Revolving Lender fails to make available to such Issuing Bank on such business day the amount of such Lender’s participation in such Letter of Credit as provided in this Section 2.3(e), such Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon for three Business Days at the rate customarily used by such Issuing Bank for the correction

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of errors among banks, and thereafter at the Base Rate.  Nothing in this Section 2.3(e) shall be deemed to prejudice the right of any Revolving Lender to recover from any Issuing Bank any amounts made available by such Lender to such Issuing Bank pursuant to this Section 2.3(e) in the event that it is determined that the payment with respect to a Letter of Credit in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Bank, as finally determined by a court of competent jurisdiction in a nonappealable decision.  In the event any Issuing Bank shall have been reimbursed by other Revolving Lenders pursuant to this Section 2.3(e) for all or any portion of any drawing honored by such Issuing Bank under a Letter of Credit, such Issuing Bank shall distribute to each Revolving Lender that has paid all amounts payable by it under this Section 2.3(e) with respect to such honored drawing such Lender’s Pro Rata Share of all payments subsequently received by such Issuing Bank from Borrower in reimbursement of such honored drawing when such payments are received.  Any such distribution shall be made to a Revolving Lender at its primary address set forth below its name on Appendix B or at such other address as such Lender may request.

(f)            Obligations Absolute.  The obligation of Borrower to reimburse an Issuing Bank for drawings honored under the Letters of Credit issued by it and to repay any Revolving Loans made by Revolving Lenders pursuant to Section 2.3(d) and the obligations of such Lenders under Section 2.3(e) shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms hereof under all circumstances including any of the following circumstances:  (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off, defense or other right that Borrower or any Revolving Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), such Issuing Bank, any other Lender or any other Person or, in the case of a Lender, against Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between Borrower or one of its Subsidiaries and the beneficiary for which any Letter of Credit was procured); (iii) any draft or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by such Issuing Bank under any Letter of Credit against presentation of a draft or other document that does not substantially comply with the terms of such Letter of Credit; (v) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Borrower or any of its Subsidiaries; (vi) any breach hereof or any other Loan Document by any party thereto; (vii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing; or (viii) the fact that an Event of Default or a Default shall have occurred and be continuing; provided that, in each case, payment by such Issuing Bank under the applicable Letter of Credit shall not have constituted gross negligence or willful misconduct of such Issuing Bank under the circumstances in question, as finally determined by a court of competent jurisdiction in a nonappealable decision.

(g)           Obligations of Issuing Banks. The obligations of the Issuing Banks hereunder to issue Letters of Credit are several and not joint. No Issuing Bank shall be responsible for the failure of any other Issuing Bank to so issue any Letter of Credit.

(h)           Indemnification.  Without duplication of any obligation of Borrower under Section 9.2 or 9.3, in addition to amounts payable as provided herein, Borrower hereby agrees to protect, indemnify, pay and save harmless each Issuing Bank from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel and allocated costs of internal counsel) that such Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit by such Issuing Bank, other than as a result of (1) the gross negligence or

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willful misconduct of such Issuing Bank, as finally determined by a court of competent jurisdiction in a nonappealable decision, or (2) the wrongful dishonor by such Issuing Bank of a proper demand for payment made under any Letter of Credit issued by it, or (ii) the failure of such Issuing Bank to honor a drawing under any such Letter of Credit as a result of any Governmental Act.

(i)            Notwithstanding anything to the contrary herein, the Existing Letters of Credit shall be deemed to have been issued hereunder and deemed to be Letters of Credit for all purposes hereunder.

(j)            Notwithstanding anything to the contrary herein, if any Revolving Lender becomes a Defaulting Lender or a Prospective Defaulting Lender  and the Issuing Banks have declined to issue or extend a Letter of Credit pursuant to the last proviso of Section 2.3(a) or the Issuing Banks otherwise elects in relation to previously issued Letters of Credit, then:

(i)    at the election of Borrower or the Issuing Banks, such portion of such Defaulting Lender’s Pro Rata Share of Letter-of-Credit Usage and participations in Letters of Credit held by such Defaulting Lender or Prospective Defaulting Lender shall be reallocated among all other Revolving Lenders that are not Defaulting Lenders or Prospective Defaulting Lenders  (a “Non-Defaulting Lender”) in proportion with their Pro Rata Share of Letter-of-Credit Usage, but only to the extent the Total Utilization of Revolving Commitments does not exceed the sum of all such Non-Defaulting Lenders’ Revolving Commitments;

(ii)   any letter of credit fees payable to a Defaulting Lender or Prospective Defaulting Lender with respect to any Letter-of-Credit Usage reallocated pursuant to clause (i) above shall be payable instead to the Non-Defaulting Lenders in proportion to their Pro Rata Share of such Letter-of-Credit Usage so allocated to them; and

(iii)  in the event that a Defaulting Lender ceases to be a Defaulting Lender or Prospective Defaulting Lender (as determined by the Issuing Banks and Borrower in their sole discretion) then the portion of such Defaulting Lender’s Pro Rata Share of Letter-of-Credit Usage and participations in Letters of Credit reallocated to Non-Defaulting Lenders pursuant to clause (i) above shall be reallocated to such previously Defaulting Lender or Prospective Defaulting Lender and such previously Defaulting Lender or Prospective Defaulting Lender shall be entitled to receive the letter of credit fees payable in respect of such Letter-of-Credit Usage following the date of such reallocation.

It being understood and agreed that no reallocation of Letter-of-Credit Usage or participations in Letters of Credit pursuant to this Section 2.3(i) shall result in the Issuing Banks being required to issue or extend any Letter of Credit unless each Issuing Bank is satisfied that such reallocation has eliminated its risk with respect to the participation in Letters of Credit by all Defaulting Lenders and or Prospective Defaulting Lenders.  The provisions of this Section 2.3(i) shall not limit or reduce any liability of any Defaulting Lender or any or Prospective Defaulting Lender for failure to perform its obligations under the Loan Documents (and Revolving Lenders and Issuing Banks may look to recover any amounts that would have been owing hereunder by any Defaulting Lender had such reallocation or other method of dealing with Defaulting Lenders not been implemented).

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2.4          Pro Rata Shares; Availability of Funds.

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

(b)           Availability of Funds.  Unless Administrative Agent shall have been notified by any Lender prior to the applicable Credit Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Credit Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Credit Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower a corresponding amount on such Credit Date.  If such Lender’s Loan amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate.  If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the rate payable hereunder for Base Rate Loans for such Class of Loans.  Nothing in this Section 2.4(b) shall be deemed to relieve any Lender from its obligation to fulfill its Term Loan Commitments and Revolving Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder.

2.5          Use of Proceeds.  The proceeds of any New Term Loans shall be applied by Borrower for working capital and general corporate purposes, including Permitted Acquisitions.  The proceeds of the Revolving Loans and Letters of Credit made on or after the Closing Date shall be applied by Borrower for working capital and general corporate purposes of Borrower and its Subsidiaries; provided that, Revolving Loans may not be used to finance Permitted Acquisitions unless, at the time thereof, the aggregate unused amount of Revolving Commitments then in effect plus unrestricted and unencumbered Cash and Cash Equivalents (it being understood that, Cash and Cash Equivalents subject to Liens granted under the Security Documents shall not be deemed to be restricted or encumbered as a result thereof) held by Borrower and its Restricted Subsidiaries in excess of $30,000,000 is not less than $50,000,000.  Letters of Credit shall be used solely to support payment obligations incurred in the ordinary course of business by Borrower and its Restricted Subsidiaries.  No portion of the proceeds of any Credit Extension shall be used in any manner that causes or might cause such Credit Extension or the application of such proceeds to violate Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System or any other regulation thereof or to violate the Exchange Act.  Specifically, no portion of the proceeds of any Credit Extension may be used to purchase or carry margin stock or to extend credit to others for the purpose of purchasing or carrying margin stock.

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2.6          Evidence of Debt; Register; Lenders’ Books and Records; Notes.

(a)           Lenders’ Evidence of Debt.  Each Lender shall maintain on its internal records an account or accounts evidencing the Obligations of Borrower to such Lender, including the amounts of the Loans made by it and each repayment and prepayment in respect thereof.  Any such recordation shall be conclusive and binding on Borrower, absent manifest error; provided that, the failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or Borrower’s Obligations in respect of any applicable Loans; and provided further that, in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern.

(b)           Register.  Administrative Agent shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of each Lender from time to time (the “Register”).  In the case of a Related Lender Assignment described in Section 9.6(c) that is not reflected in the Register, the assigning Lender shall maintain a comparable register, which shall be made available for inspection by Administrative Agent at any reasonable time and from time to time upon reasonable prior notice to such Lender.  The Register shall be available for inspection by Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.  Administrative Agent shall record in the Register the Revolving Commitments and the Loans, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on Borrower and each Lender, absent manifest error; provided that, failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or Borrower’s Obligations in respect of any Loan.  Borrower hereby designates Administrative Agent to serve as Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.6, and Borrower hereby agrees that, to the extent Administrative Agent serves in such capacity, Administrative Agent and its officers, directors, employees, agents and affiliates shall constitute “Indemnitees.”

(c)           Notes.  If so requested by any Lender by written notice to Borrower at least two Business Days prior to the Closing Date, or at any time thereafter, Borrower shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 9.6) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after Borrower’s receipt of such notice) a Note or Notes to evidence such Lender’s Term Loan or Revolving Loan, as the case may be.

2.7          Interest on Loans.

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

(i)    in the case of Revolving Loans, (A) if a Base Rate Loan, at the Base Rate plus the Applicable Margin, or (B) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin, and

(ii)   in the case of Term Loans,

(1)           if a Base Rate Loan, at the Base Rate plus the Applicable Margin, or

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(2)           if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin.

(b)           The basis for determining the rate of interest with respect to any Loan, and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Borrower and notified to Administrative Agent (who shall promptly notify the relevant Lenders) pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be.  If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

(c)           In connection with Eurodollar Rate Loans there shall be no more than 15 Interest Periods outstanding at any time.  In the event Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan).  In the event Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrower shall be deemed to have selected an Interest Period of three months.  As soon as practicable on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding on all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

(d)           Interest payable pursuant to Section 2.7(a) shall be computed (i) in the case of Base Rate Loans with reference to the Prime Rate, on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans or Base Rate Loans with reference to the Federal Funds Effective Rate, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues.  In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided that, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan.

(e)           Except as otherwise set forth herein, interest on each Loan shall be payable in arrears (i) on each Interest Payment Date applicable to that Loan; (ii) upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the principal amount being prepaid; and (iii) at maturity, including final maturity as the case may be; provided that, with respect to any voluntary prepayment of a Base Rate Loan (other than in connection with a voluntary prepayment of all Loans), accrued interest shall instead be payable on the applicable Interest Payment Date.

(f)            Borrower agrees to pay to each Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by such Issuing Bank in respect

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of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrower at a rate equal to (i) for the period from the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans, and (ii) thereafter, a rate that is 2.00% per annum in excess of the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans.

(g)           Interest payable pursuant to Section 2.7(f) shall be computed on the basis of a 360-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on demand or, if no demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full.  Promptly upon receipt by each Issuing Bank of any payment of interest pursuant to Section 2.7(f), such Issuing Bank shall distribute to each Lender (other than Defaulting Lenders), out of the interest received by such Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which such Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit.  In the event an Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, such Issuing Bank shall distribute to each Lender that has paid all amounts payable by it under Section 2.3(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by such Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which such Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrower.

2.8          Conversion/Continuation.

(a)           Subject to Section 2.17 and so long as no Default or Event of Default shall have occurred and then be continuing, Borrower shall have the option:

(i)    to convert at any time all or any part of any Term Loan or Revolving Loan equal to $3,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided that, a Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless Borrower shall pay all amounts due under Section 2.17 in connection with any such conversion; or

(ii)   upon the expiration of any Interest Period applicable to any Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $3,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan.

(b)           Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 10:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion or continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan).  Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.

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2.9          Default Interest.  If all or any portion of the principal amount of any Loan or Reimbursement Obligation shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), all outstanding Loans and Reimbursement Obligations (whether or not overdue) shall bear interest, from the date of such nonpayment until such amount is paid in full, at a rate per annum that is equal to (x) in the case of the Loans, the rate that would otherwise be applicable thereto pursuant to Section 2.7(a) plus 2.00%, or (y) in the case of Reimbursement Obligations, the rate applicable to Revolving Loans that are Base Rate Loans plus 2.00%.  If all or a portion of any interest payable on any Loan or Reimbursement Obligation or any commitment fee or other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest, from the date of such nonpayment until such amount is paid in full, at a rate per annum equal to the rate then applicable to Base Rate Loans under the relevant Class of Loans plus 2.00% (or, in the case of any such other amounts that do not relate to a particular Class of Loans, the rate then applicable to Revolving Loans that are Base Rate Loans plus 2.00%).

2.10        Fees.

(a)           Borrower agrees to pay to Lenders having Revolving Loan Exposure:

(i)    commitment fees at the rate of 0.50% per annum on the average of the daily difference between (a) the Revolving Commitments, and (b) the sum of (x) the aggregate principal amount of outstanding Revolving Loans plus (y) the Letter-of-Credit Usage; and

(ii)   letter of credit fees (calculated on a per annum basis) equal to (1) the Applicable Margin for Revolving Loans that are Eurodollar Rate Loans, times (2) the average aggregate daily maximum amount available to be drawn under all such Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination).

All fees referred to in this Section 2.10(a) shall be paid to Administrative Agent at its Principal Office and upon receipt, Administrative Agent shall promptly distribute to each Lender its Pro Rata Share thereof.

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

(i)    a fronting fee equal to 0.25%, per annum, times the average aggregate daily maximum amount available to be drawn under all Letters of Credit (determined as of the close of business on any date of determination); and

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

(c)           All fees referred to in Section 2.10(a) and 2.10(b)(i) shall be calculated on the basis of a 360 day year and the actual number of days elapsed and shall be payable quarterly in arrears on the last Business Day of March, June, September and December of each year during the Revolving Commitment Period, commencing on the first such date to occur after the Closing Date (but calculated with respect to periods prior to the Closing Date based on Existing Revolving

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Commitments, Existing Revolving Loans and Existing Letters of Credit), and on the Revolving Commitment Termination Date.  The fees referred to in Section 2.10(b)(ii) shall be payable promptly following demand therefor.

(d)           Borrower agrees to pay on the Closing Date (i) to each Lender party to this Agreement holding Term Loans on the Closing Date (immediately after giving effect to the Closing Date Transactions) that has consented to the amendments effectuated pursuant to this Agreement as fee compensation, a fee (the “Term Loan Closing Date Fee”) in an amount equal to 0.25% of the stated principal amount of such Lender’s Term Loans under this Agreement outstanding on the Closing Date (giving effect to repayments under Section 3.1(e)) and (ii) to each Revolving Lender party to this Agreement on the Closing Date that holds Revolving Commitments set forth on Schedule A-2 hereto, as fee compensation, a fee (the “Revolving Closing Date Fee” and, together with the Term Loan Closing Date Fee, the “Closing Date Fees”) in an amount equal to 0.25% of the amount of such Lender’s Revolving Commitments under this Agreement (immediately after giving effect to the Closing Date Transactions).  The Closing Date Fees will in all respects be fully earned, due and payable on the Closing Date and non-refundable and non-creditable thereafter.

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

2.11        Scheduled Payments.  The principal amounts of the Term Loans of each Lender (other than New Term Loans, for which scheduled payments shall be made as provided for in the Joinder Agreement relating to such New Term Loan) shall be repaid in consecutive quarterly installments (each, an “Installment”) in an amount equal to such Lender’s Pro Rata Share (determined with respect to Term Loans other than New Term Loans) of an amount equal to 0.25% of the aggregate principal amount of the Term Loans outstanding on the Closing Date after giving effect to the Closing Date Transactions, commencing September 30, 2015:

Notwithstanding the foregoing, (x) such Installments shall be reduced in connection with any voluntary or mandatory prepayments of the Term Loans, as the case may be, in accordance with Sections 2.12, 2.13 and 2.14, as applicable; (y) such Installments shall be reduced on a pro rata basis in connection with any assignment of Term Loans to Borrower (and subsequent cancellation and extinguishment of such Term Loans) in accordance with Section 9.6(l); and (z) the Term Loans, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the Term Loan Maturity Date.

2.12        Voluntary Prepayments/Commitment Reductions.

(a)           Voluntary Prepayments.

(i)    Any time and from time to time:

(1)           with respect to Base Rate Loans, Borrower may prepay any such Loans on any Business Day in whole or in part, in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount; and

(2)           with respect to Eurodollar Rate Loans, Borrower may prepay any such Loans on any Business Day in whole or in part in

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an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount;

(ii)   All such prepayments shall be made:

(1)           upon not less than one Business Day’s prior written or telephonic notice in the case of Base Rate Loans; and

(2)           upon not less than three Business Days’ prior written or telephonic notice in the case of Eurodollar Rate Loans;

in each case given to Administrative Agent, by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent (and Administrative Agent will promptly transmit such telephonic or original notice for Term Loans or Revolving Loans, as the case may be, by telefacsimile to each Lender).  Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein (unless such notice is conditioned on a refinancing, including in connection with an issuance of debt or equity securities, in which case such notice may be revoked on or prior to such prepayment date subject to Section 2.17 hereof).  Any such voluntary prepayment shall be applied as specified in Section 2.14(a).

(b)           Voluntary Commitment Reductions.

(i)    Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount.

(ii)   Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof (unless such notice is conditioned on a refinancing, including in connection with an issuance of debt or equity securities, in which case such notice may be revoked on or prior to such date and no such reduction shall occur as a result thereof in the case of such a revocation).

2.13        Mandatory Prepayments.

(a)           Asset Sales and Recovery Events.  If on any date Borrower or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event, then such Net Cash Proceeds shall be applied within 30 days from the date that such Net Cash Proceeds are received toward the prepayment of the Term Loans as set forth in Section 2.14(b); provided that, if an Event of Default has occurred and is continuing at the time such Net Cash Proceeds are received by Borrower or any of its Restricted Subsidiaries, then such Net Cash Proceeds

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shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Commitments on the date so received; provided, further, that, so long as no Event of Default shall have occurred and be continuing, if Borrower or its Restricted Subsidiaries uses any portion of such Net Cash Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair long-term productive assets of the general type useful in the business of Borrower or its Restricted Subsidiaries or to make Permitted Acquisitions or other investments in long term productive assets of the general type used in the business of Borrower and its Restricted Subsidiaries, in each case within 365 days of such receipt, such portion of such Net Cash Proceeds shall not be required to prepaid pursuant to this Section 2.13(a) except to the extent not, within 365 days of such receipt, so used or contractually committed to be so used (it being understood that if any portion of such proceeds are not so used within such 365-day period but within such 365-day period are contractually committed to be used, then such reinvestment period shall end on the later of (x) the end of such 365-day period or (y) 180 days from the entry into such contractual commitment); provided, further, that, notwithstanding the foregoing, the aggregate Net Cash Proceeds from Asset Sales and Recovery Events that may be excluded from the foregoing prepayment requirement as a result of reinvestments shall not exceed $200,000,000 in any Fiscal Year.  If Borrower elects to apply such Net Cash Proceeds as provided in the second proviso of the preceding sentence, Borrower shall provide notice of such election to the Administrative Agent within 30 days of the date the applicable Net Cash Proceeds are received.

(b)           [Reserved.]

(c)           Issuance of Indebtedness.  On the date of receipt by Borrower or any of its Subsidiaries of any Net Cash Proceeds from the incurrence of any Indebtedness of Borrower or any of its Subsidiaries (other than with respect to any Indebtedness permitted to be incurred pursuant to Section 6.2, except for Indebtedness incurred to refinance the Obligations permitted by Sections 6.2(j), 6.2(k)(i) and 6.2(l)(i)), Borrower shall prepay the Loans as set forth in Section 2.14(b) in an aggregate amount equal to 100% of such Net Cash Proceeds.

(d)           Consolidated Excess Cash Flow.  In the event that there shall be Consolidated Excess Cash Flow for Fiscal Year 2014, or for any Fiscal Year of Borrower thereafter, Borrower shall, no later than 90 days after the end of such Fiscal Year, prepay the Loans as set forth in Section 2.14(b) in an aggregate amount equal to the difference between (i) 50% of such Consolidated Excess Cash Flow and (ii) the sum of (A) voluntary repayments of principal of the Loans during such Fiscal Year (excluding repayments of Revolving Loans, except to the extent Commitments are permanently reduced in connection with such repayments and repayments financed with Indebtedness) (it being understood that any assignment of Term Loans to Borrower pursuant to Section 9.6(l) and any cancellation and extinguishment of such Term Loans in connection therewith shall not constitute a voluntary repayment or principal of the Loans) and (B) an amount equal to the principal amount of Loans repaid with Indebtedness incurred under Section 6.2(k) during such Fiscal Year; provided that, if the Consolidated Leverage Ratio as at the end of such Fiscal Year shall be 3.75:1.00 or less, Borrower shall not be required to make the prepayments otherwise required hereby.

(e)           Revolving Loans.  Borrower shall from time to time prepay the Revolving Loans to the extent necessary so that the Total Utilization of Revolving Commitments shall not at any time exceed the Revolving Commitments then in effect.

(f)            Prepayment Certificate.  Concurrently with any prepayment of the Loans pursuant to Sections 2.13(a) through 2.13(d), Borrower shall deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the calculation of the amount of the applicable

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Net Cash Proceeds or Consolidated Excess Cash Flow, as the case may be.  In the event that Borrower shall subsequently determine that the actual amount of Net Cash Proceeds or Consolidated Excess Cash Flow exceeded the amount set forth in such certificate, Borrower shall promptly make an additional prepayment of the Loans in an amount equal to such excess, and Borrower shall concurrently therewith deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the derivation of such excess.

2.14        Application of Prepayments/Reductions.

(a)           Application of Voluntary Prepayments by Type of Loans.  Any prepayment of any Loan pursuant to Section 2.12(a) shall be applied as specified by Borrower in the applicable notice of prepayment; provided that all prepayments of Term Loans shall be on a pro rata basis (in accordance with the respective outstanding principal amounts thereof); and provided that, in the event Borrower fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows:

(i)    first, to repay outstanding Revolving Loans to the full extent thereof (without a corresponding reduction of the Revolving Commitments); and

(ii)   second, to prepay the Term Loans, to be applied as directed by Borrower.

(b)           Application of Mandatory Prepayments by Type of Loans.  Any amount required to be paid pursuant to Sections 2.13(a) through 2.13(d) shall be applied as follows:

(i)    first, to prepay Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and shall be further applied on a pro rata basis to the remaining scheduled Installments of principal of the Term Loans; and

(ii)   second, to prepay the Revolving Loans to the full extent thereof (without a corresponding reduction of the Revolving Commitments, except for prepayments required pursuant to (A) Section 2.13(a), if a Default or Event of Default has occurred and is continuing, and (B) Section 2.13(c)).

(c)           Application of Prepayments of Loans to Base Rate Loans and Eurodollar Rate Loans.  With respect to each Class of Loans being prepaid separately, any prepayment thereof shall be applied to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount of any payments required to be made by Borrower pursuant to Section 2.17(c).

2.15        General Provisions Regarding Payments.

(a)           All payments by Borrower of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, set-off or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 p.m. (New York City time) on the date due at Administrative Agent’s Principal Office for the account of Lenders; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by Borrower on the next succeeding Business Day at the Administrative Agent’s sole discretion.

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(b)           All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Base Rate Loans that are not made in connection with a repayment of all Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid.

(c)           Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by Administrative Agent.

(d)           Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter.

(e)           Subject to the provisos set forth in the definition of “Interest Period,” whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder.

(f)            Borrower hereby authorizes Administrative Agent (but Administrative Agent shall not be obligated) to charge Borrower’s accounts with Administrative Agent (if any) in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose).

(g)           Administrative Agent may, in its sole discretion, deem any payment by or on behalf of Borrower hereunder that is not made in same day funds prior to 12:00 p.m. (New York City time) to be a nonconforming payment.  Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day.  Administrative Agent shall give prompt notice to Borrower and each applicable Lender in writing if any payment is nonconforming.  Any nonconforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 7.1(a).  Interest shall continue to accrue on any principal as to which a nonconforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.9 from the date such amount was due and payable until the date such amount is paid in full.

(h)           If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 7.1, all payments or proceeds received by the Administrative Agent hereunder in respect of any of the Obligations shall be applied in accordance with the application arrangements described in Section 6.4 of the Guaranty and Collateral Agreement.

2.16        Ratable Sharing.  Lenders hereby agree among themselves that, except as otherwise provided in the Security Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms

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hereof or open market purchases of Term Loans by Borrower pursuant to Section 9.6(l)), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (a) notify Administrative Agent and each other Lender of the receipt of such payment, and (b) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously on the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest.  Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

2.17        Making or Maintaining Eurodollar Rate Loans.

(a)           Inability to Determine Applicable Interest Rate.  In the event that Administrative Agent shall have determined (which determination shall be final and conclusive and binding on all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of Adjusted Eurodollar Rate, Administrative Agent shall on such date give notice (by telefacsimile, electronically or by telephone confirmed in writing) to Borrower and each Lender of such determination, whereupon (i) Loans requested to be made as, or converted to, Eurodollar Rate Loans shall be made or continued as Base Rate Loans until such time as Administrative Agent notifies Borrower and Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be a request for the making or continuing of Base Rate Loans.

(b)           Illegality or Impracticability of Eurodollar Rate Loans.  In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding on all parties hereto but shall be made only after consultation with Borrower and Administrative Agent) that the making, maintaining or continuation of its Eurodollar Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof that materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender” and it shall on that day give notice (by telefacsimile, electronically

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or by telephone confirmed in writing) to Borrower and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender).  Thereafter (1) the obligation of the Affected Lender to make Loans as, or to convert Loans to, Eurodollar Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (2) to the extent such determination by the Affected Lender relates to a Eurodollar Rate Loan then being requested by Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (3) the Affected Lender’s obligation to maintain its outstanding Eurodollar Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination.  Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurodollar Rate Loan then being requested by Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, Borrower shall have the option, subject to the provisions of Section 2.17(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender).  Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, Eurodollar Rate Loans in accordance with the terms hereof.

(c)           Compensation for Breakage or Non Commencement of Interest Periods.  Borrower shall compensate each Lender, upon written request by such Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by such Lender to Lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits) that such Lender may sustain:  (i) if for any reason (other than a default by such Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; or (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by Borrower.

(d)           Booking of Eurodollar Rate Loans.  Any Lender may make, carry or transfer Eurodollar Rate Loans at, to, or for the account of any of its branch offices or the office of an Affiliate of such Lender.

(e)           Assumptions Concerning Funding of Eurodollar Rate Loans.  Calculation of all amounts payable to a Lender under this Section 2.17 and under Section 2.18 shall be made as though such Lender had actually funded each of its relevant Eurodollar Rate Loans through the purchase of a Eurodollar deposit bearing interest at the rate obtained pursuant to clause (i) of the definition of Adjusted Eurodollar Rate in an amount equal to the amount of such Eurodollar Rate Loan and having a maturity comparable to the relevant Interest Period and through the transfer of such Eurodollar deposit from an offshore office of such Lender to a domestic office of such Lender in the United States of America; provided that, each Lender may fund each of its Eurodollar Rate Loans in any manner it sees fit and the foregoing assumptions

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shall be utilized only for the purposes of calculating amounts payable under this Section 2.17 and under Section 2.18.

2.18        Increased Costs; Capital Adequacy.

(a)           Compensation For Increased Costs and Taxes.  Subject to the provisions of Section 2.19 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (which term shall include each Issuing Bank for purposes of this Section 2.18(a)) shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case that becomes effective after the date hereof, or compliance by such Lender with any guideline, request or directive issued or made after the date hereof by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law):  (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Tax on the overall net income of such Lender) with respect to this Agreement or any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurodollar Rate Loans that are reflected in the definition of Adjusted Eurodollar Rate); or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to convert, continue, make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder, provided, however, that the Borrower shall not be liable for such compensation with respect to any such Lender if (x) the relevant change in law or other similar occurrence described in this paragraph occurs on a date prior to the date such Lender becomes a party hereto or (y) such Lender is not generally charging such amounts to similarly situated borrowers under comparable syndicated credit facilities that such Lender is a lender under and is entitled to charge such amounts to the borrower thereunder.  Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.18(a), which statement shall be conclusive and binding on all parties hereto absent manifest error.  Notwithstanding anything herein to the contrary, for all purposes under this Agreement, (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 (effective after the date hereof), regardless of the date enacted, adopted or issued or, with respect to any Lender, the date such Lender becomes a party hereto.

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(b)           Capital Adequacy Adjustment.  In the event that any Lender (which term shall include each Issuing Bank for purposes of this Section 2.18(b)) shall have determined that the adoption, effectiveness, phase in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy or liquidity requirements, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy or liquidity requirements), then from time to time, within five Business Days after receipt by Borrower from such Lender of the statement referred to in the next sentence, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after tax basis for such reduction; provided, however, that the Borrower shall not be liable for such additional amounts with respect to any such Lender if (x) the relevant change in law or other similar occurrence described in this paragraph occurs on a date prior to the date such Lender becomes a party hereto or (y) such Lender is not generally charging such amounts to similarly situated borrowers under comparable syndicated credit facilities that such Lender is a lender under and is entitled to charge such amounts to the borrower thereunder.  Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b), which statement shall be conclusive and binding on all parties hereto absent manifest error.

2.19        Taxes; Withholding, Etc.

(a)           Payments to Be Free and Clear.  All sums payable by any Loan Party hereunder and under the other Loan Documents shall (except to the extent required by law) be paid free and clear of, and without any deduction or withholding on account of, any Tax (other than a Tax on the overall net income of any Lender or an Excluded FATCA Tax) imposed, levied, collected, withheld or assessed by or within the United States of America or any political subdivision in or of the United States of America or any other jurisdiction from or to which a payment is made by or on behalf of any Loan Party or by any federation or organization of which the United States of America or any such jurisdiction is a member at the time of payment.

(b)           Withholding of Taxes.  If any Loan Party or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable to Administrative Agent or any Lender (which term shall include each Issuing Bank for purposes of this Section 2.19(b)) under any of the Loan Documents:  (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Loan Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by such Loan Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that

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deduction (including deductions applicable to additional sums payable under this Section), withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within 30 days after paying any sum from that it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (ii) above to pay, Borrower shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change (other than a change resulting in the imposition of an Excluded FATCA Tax other than any such change resulting from a legislative amendment to Sections 1471 through 1474 of the Code) after the date hereof (in the case of each Lender party hereto on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof (in the case of each Lender party hereto on the Closing Date) or at the date of such Assignment Agreement (in the case of each other Lender), as the case may be, in respect of payments to such Lender provided, further, that, notwithstanding the foregoing, in the case of any change in any requirement for a deduction, withholding or payment as is mentioned in clause (iii) above that resulted in an increase in the rate of such deduction, withholding or payment applicable to Lenders holding in excess of 50% of the aggregate Term Loan Exposure and  Revolving Loan Exposure at such time, then to the extent any Person that was a Lender on the effective date of an Assignment Agreement was entitled to receive increased amounts from any Loan Party under clause (iii) above on the effective date of such Assignment Agreement by such Person to any other Lender, such other Lender shall be entitled to increased amounts under clause (iii) above.

(c)           Other Taxes.  In addition, Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(d)           Indemnification.  The Loan Parties shall indemnify each Agent, each Lender and each Issuing Bank, within ten days after written demand therefor, for the full amount of any Taxes or Other Taxes paid by such Agent, Lender or such Issuing Bank, as applicable, on or with respect to any payment by or on account of any obligation of the Loan Parties hereunder (including Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to a Loan Party by a Lender or an Issuing Bank, by Administrative Agent on its own behalf, or on behalf of a Lender or an Issuing Bank or by any other Agent, shall be conclusive absent manifest error.

(e)           Evidence of Exemption From U.S. Withholding Tax.  Each Lender that is not a United States Person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes (a “Non-US Lender”) and that is entitled to an exemption from or a reduction of withholding tax shall deliver to Administrative Agent for transmission to Borrower, on or prior to the Closing Date (in the case of each Lender party hereto on the Closing Date) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of IRS Form W-8ECI or W-8BEN, as the case may be (or any successor forms),

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properly completed and duly executed by such Lender, and such other documentation required under the Code and reasonably requested by Borrower to establish that such Lender is exempt from or subject to a reduced rate of withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Loan Documents, or (ii) if such Lender is not a “bank” or other Person described in Section 881(c)(3) of the Code and is claiming exemption from withholding of United States federal income tax under Section 871(h) or 881(c) of the Code, a Certificate Re Non-Bank Status together with two original copies of IRS Form W-8BEN (or any successor form), properly completed and duly executed by such Lender, and such other documentation required under the Code and reasonably requested by Borrower to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of interest payable under any of the Loan Documents.  Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 2.19(e) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall deliver to Administrative Agent for transmission to Borrower two new original copies of IRS Form W-8ECI or Form W-8BEN, or a Certificate Re Non-Bank Status and two original copies of IRS Form W-8BEN, as the case may be, properly completed and duly executed by such Lender, and such other documentation required under the Code and reasonably requested by Borrower to confirm or establish that such Lender is exempt from or subject to a reduced rate of withholding of United States federal income tax with respect to payments to such Lender under the Loan Documents, or notify Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence.  Borrower shall not be required to pay any additional amount to any Non-US Lender under Section 2.19(b)(iii) if such Lender shall have failed (1) to deliver the forms, certificates or other evidence referred to in the second sentence of this Section 2.19(e), or (2) to notify Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided that, if such Lender shall have satisfied the requirements of the first sentence of this Section 2.19(e) on or prior to the Closing Date (including under this Agreement prior to giving effect to the amendment and restatement hereof), on or prior to the date a New Term Loan is advanced by such Lender or on the date of the Assignment Agreement pursuant to which it became a Lender (or if the Lender making such assignment had satisfied such requirements prior to the date of such assignment), as applicable, nothing in this last sentence of Section 2.19(e) shall relieve Borrower of its obligation to pay any additional amounts pursuant this Section 2.19 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein.

(f)            Obligation to Mitigate.  Each Lender (which term shall include each Issuing Bank for purposes of this Section 2.19) agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans or Letters of Credit, as the case may be, becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.16, 2.17, or 2.18, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances that would cause such Lender to be an Affected Lender would cease to exist or the additional amounts that would otherwise be required to be paid to such Lender

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pursuant to Section 2.16, 2.17, or 2.18 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Revolving Commitments, Loans or Letters of Credit through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Revolving Commitments, Loans or Letters of Credit or the interests of such Lender; provided that, such Lender will not be obligated to utilize such other office pursuant to this Section 2.19 unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described in clause (i) above.  A certificate as to the amount of any such expenses payable by Borrower pursuant to this Section 2.19 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.

(g)           Defaulting Lenders.  Anything contained herein to the contrary notwithstanding, in the event that (i) during any Default Period with respect to any Lender that has become a Defaulting Lender as a result of a Funding Default or (ii) for so long as any Lender is a Defaulting Lender for any other reason, each such Defaulting Lender shall be deemed not to be a “Lender” for purposes of voting on any matters (including the granting of any consents or waivers) with respect to any of the Loan Documents (and such Lender shall not be included for purposes of determining “Requisite Lenders” or “Requisite Class Lenders”); (b) to the extent permitted by applicable law (except as provided in the last sentence of this Section 2.19), until such time as the Default Excess with respect to such Defaulting Lender shall have been reduced to zero, (i) any voluntary prepayment of the Revolving Loans shall, if Borrower so directs at the time of making such voluntary prepayment, be applied to the Revolving Loans of other Lenders as if such Defaulting Lender had no Revolving Loans outstanding and the Revolving Loan Exposure of such Defaulting Lender were zero, and (ii) any mandatory prepayment of the Revolving Loans shall, if Borrower so directs at the time of making such mandatory prepayment, be applied to the Revolving Loans of other Lenders (but not to the Revolving Loans of such Defaulting Lender) as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender, it being understood and agreed that Borrower shall be entitled to retain any portion of any mandatory prepayment of the Revolving Loans that is not paid to such Defaulting Lender solely as a result of the operation of the provisions of this clause (b); (c) such Defaulting Lender’s Revolving Commitment and outstanding Revolving Loans and (except as provided in Section 2.3(i) above) such Defaulting Lender’s Pro Rata Share of the Letter-of-Credit Usage shall be excluded for purposes of calculating the Revolving Commitment fee and letter of credit fees payable to Lenders in respect of any day during any Default Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any Revolving Commitment fee or letter of credit fee pursuant to Section 2.10 in respect of any Default Period with respect to such Defaulting Lender; and (d) the Total Utilization of Revolving Commitments as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender.  No Revolving Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.19, performance by Borrower of its obligations hereunder and the other Loan Documents shall not be excused or otherwise modified as a result of any Funding Default or the operation of this Section 2.19.  The rights and remedies against a Defaulting Lender under this Section 2.19 are in addition to other rights and remedies that Borrower may have against such Defaulting Lender with respect to any Funding Default and that Administrative Agent, any Issuing Bank or any other Lender may have against such Defaulting Lender with respect to any Funding Default.  Notwithstanding the foregoing, in the event of a failure of a Defaulting Lender to make payments owed hereunder to Administrative Agent or any Issuing Bank, Borrower shall be required to make all payments it would be required to make hereunder if there was no Defaulting Lender, and Administrative Agent, may apply all amounts that otherwise would have been payable to the Defaulting Lender under the Loan Documents to

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Administrative Agent or such Issuing Bank, as the case may be, until the Default Excess with respect to such Defaulting Lender shall have been reduced to zero.

2.20        Removal or Replacement of a Lender.  Anything contained herein to the contrary notwithstanding, in the event that:  (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.17, 2.18 or 2.19, (ii) the circumstances that have caused such Lender to be an Affected Lender or that entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after Borrower’s request for such withdrawal; (b) (i) any Lender shall default in its obligation to fund any Revolving Loan or its portion of any unreimbursed payment under Section 2.3(e), (ii) the Default Period for such Defaulting Lender shall remain in effect, and (iii) such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after Borrower’s request that it cure such default; (c) any Lender shall otherwise become a Defaulting Lender other than as a result of a Funding Default; or (d) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.5(b) or 9.5(c), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Nonconsenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Nonconsenting Lender (the “Terminated Lender”), Borrower may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign (i) in the case of an Increased-Cost Lender, all of its outstanding Loans and its Revolving Commitments, if any, in full, (ii) in the case of a Defaulting Lender, either (x) all Revolving Loans and Revolving Commitments of such Defaulting Lender or (y) all Loans and Revolving Commitments of such Defaulting Lender and (iii) in the case of a Nonconsenting Lender where the consent of (x) all Loans and Commitments is required, all of such Nonconsenting Lender’s Loans and Commitments, in full or (y) all Loans and Commitments (if any) of a particular Class is required, all of such Nonconsenting Lender’s Loans and Commitments of the particular Class for which consent is so required, in full, in each case, to one or more Eligible Assignees (each a “Replacement Lender”) reasonably acceptable to Administrative Agent in accordance with the provisions of Section 9.6, and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided that, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued and unpaid interest on, (x) in the case of an Increased-Cost Lender or Nonconsenting Lender where the consent of all Loans and Commitments is required, all outstanding Loans of the Terminated Lender, (y) in the case of a Defaulting Lender, the Loans of such Defaulting Lender as elected by Borrower as provided above and (z) in the case of a Nonconsenting Lender where the consent of all Loans and Commitments (if any) of a particular Class is required, all outstanding Loans of the particular Class for which consent is so required held by the Nonconsenting Lender, (B) (x) in the case of a Defaulting Lender, Increased-Cost Lender or Nonconsenting Lender where the consent of all Loans and Commitments is required, an amount equal to all unreimbursed drawings under Letters of Credit that have been funded by such Terminated Lender, together with all then accrued and unpaid interest with respect thereto at such time, and (y) in the case of a Nonconsenting Lender where the consent of Revolving Lenders is required, an amount equal to all unreimbursed drawings under Letters of Credit that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) (x) in the case of a Defaulting Lender, Increased-Cost Lender or Nonconsenting Lender where the consent of all Loans and Commitments is required, an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.10 and (y) in the case of a Nonconsenting Lender

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where the consent of all Loans and Commitments (if any) of a particular Class is required, an amount equal to all accrued, but theretofore unpaid fees with respect to the particular Class owing to such Terminated Lender pursuant to Section 2.10; (2) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c), 2.18 or 2.19, or otherwise as if it were a prepayment; and (3) in the event such Terminated Lender is a Nonconsenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Nonconsenting Lender; provided further that, Borrower may not make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of such election, Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled.  Upon the payment of all amounts owing to any Terminated Lender pursuant to the foregoing and the termination or assignment of such Terminated Lender’s Revolving Commitments, if any, pursuant to the foregoing such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided that, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.  Each Lender hereby grants to the Administrative Agent and Borrower an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment Agreement or other agreement necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.20 in the event any such Lender that is a Terminated Lender fails to execute the agreements required under Section 9.6 in connection with an assignment pursuant to this Section 2.20, and any such agreements so executed by the Replacement Lender and Administrative Agent or Borrower shall be effective for purposes of this Section 2.20 and for Section 9.6.

2.21        Repricing Protection.  In the event that, after the Closing Date, but on or prior to the six-month anniversary thereof, any Repricing Transaction occurs, Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders holding Term Loans, (A) in the case of a prepayment or refinancing constituting a Repricing Transaction a premium of 1.00% of the aggregate amount of the Term Loans being prepaid and (B) in the case of an amendment constituting a Repricing Transaction, a payment equal to 1.00% of the aggregate amount of the applicable Term Loans outstanding immediately prior to such amendment. As a condition to effectiveness of any required assignment by any Nonconsenting Lender of its Term Loans pursuant to Section 2.20 in respect of any amendment, amendment and restatement or modification to this Agreement effective prior to the six-month anniversary of the Closing Date that has the effect of reducing the Applicable Margin or interest rate for any Term Loans from the Applicable Margin or interest rate in effect on the Closing Date, Borrower shall pay to such Nonconsenting Lender its ratable portion of such payment referred to in clause (B) above. For purposes of clarity, Borrower shall have no obligation to make any such payment referred to in clause (B) above to any Replacement Lender that is assigned such Nonconsenting Lender’s Term Loans pursuant to Section 2.20.

2.22        Loan Modification Offers2.23       .   (a)  Borrower may, by written notice to the Administrative Agent from time to time, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes of Loans and/or Commitments (each Class subject to such a Loan Modification Offer, an “Affected Class”) to make one or more Permitted Amendments (as defined below) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to Borrower; provided that there shall be no more than six (6) Classes of Loans and/or Commitments in effect hereunder at any time.  Such notice shall set forth (i) the proposed terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 45 Business Days after the date of such notice) (or such shorter period as is acceptable to the Administrative Agent).  Permitted Amendments shall become effective

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only with respect to the Loans and Commitments of the Lenders of the Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Affected Class as to which such Lender’s acceptance has been made.  In the event that the aggregate amount of Term Loans and Revolving Commitments (which, for the avoidance of doubt, shall include any previously extended Extended Revolving Commitments of such Class) of Accepting Lenders exceeds the amount of Extended Term Loans and Extended Revolving Commitments permitted pursuant to the Loan Modification Offer (if any such restriction), Term Loans and Revolving Commitments subject to Loan Modification Offers shall be converted to Extended Term Loans and Extended Revolving Commitments on a pro rata basis based on the amount of Term Loans and Revolving Commitments included in each Accepting Lender’s acceptance of the Loan Modification Offer or as may be otherwise agreed to in the applicable Loan Modification Agreement.  Upon the effectiveness of any Permitted Amendment, subject to the payment of applicable amounts pursuant to Section 2.17(c) in connection therewith, in the case of an Affected Class of Revolving Commitments, the Company shall be deemed to have made such borrowings and repayments of the Revolving Loans, and the Lenders shall make such adjustments of outstanding Revolving Loans between and among them (as reasonably determined by the Administrative Agent), as shall be necessary to effect the reallocation of the Revolving Commitments such that, after giving effect thereto, the Revolving Loans shall be held by the Revolving Lenders  ratably in accordance with their Revolving Commitments.

(b)           Borrower and each Accepting Lender shall execute and deliver to the Administrative Agent a Loan Modification Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof.  The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement.

(c)           Notwithstanding anything to the contrary contained in this Agreement, (i) on any date on which any Affected Class is converted to extend the related scheduled maturity date(s) in accordance with paragraph (a) above (an “Extension Date”), (I) in the case of the existing Term Loans of each Accepting Lender of the Affected Class, the aggregate principal amount of such existing Term Loans shall be deemed reduced by an amount equal to the aggregate principal amount of Term Loans so converted by such Lender on such date (the “Extended Term Loans”), and the Extended Term Loans shall be established as a separate Class of Term Loans from the Affected Class of Term Loans and from any other Existing Class of Term Loans (together with any other Extended Term Loans so established on such date), and (II) in the case of the existing Revolving Commitments of each Accepting Lender with respect the Affected Class, the aggregate principal amount of such existing Revolving Commitments shall be deemed reduced by an amount equal to the aggregate principal amount of Revolving Commitments so converted by such Lender on such date  (the “Extended Revolving Commitments”), and such Extended Revolving Commitments shall be established as a separate Class of Revolving Commitments from the  Affected Class and from any other Existing Class of Revolving Commitments (together with any other Extended Revolving Commitments so established on such date) and (ii) if, on any Extension Date, any Revolving Loans of any Accepting Lender are outstanding under the Affected Class of Revolving Commitments, such Revolving Loans (and any related participations) shall be deemed to be allocated as Revolving Loans (and related participations) under the Extended Revolving Commitments in the same proportion as such Accepting Lender’s Revolving Commitments of the Affected Class to such Accepting Lender’s Extended Revolving Commitments.

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(d)                                 With respect to any Extended Revolving Commitments (i) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments) of the Revolving Loans under any Extended Revolving Commitments shall be made on a pro rata basis with any borrowings and repayments of the Existing Revolving Loans of the Affected Class (the mechanics for which may be implemented through the applicable Loan Modification Amendment and may include technical changes related to the borrowing and repayment procedures of the Affected Class), and (ii) such Extended Revolving Commitments shall be treated identically to all existing Revolving Commitments of the Affected Class for purposes of the obligations of a Revolving Lender in respect of Letters of Credit under Section 2.3; provided that, notwithstanding the foregoing, the applicable Loan Modification Amendment may provide that the L/C Maturity Date may be extended and the related obligations to issue Letters of Credit may be continued (pursuant to mechanics to be specified in the applicable Loan Modification Amendment) so long as the Issuing Banks have consented to such extensions (it being understood that no consent of any other Lender shall be required in connection with any such extension).  If so provided in the applicable Loan Modification Agreement, participations in Letters of Credit expiring after the L/C Maturity Date (without giving effect to such Loan Modification Agreement) shall be re-allocated to Accepting Lenders of the Affected Class in accordance with the terms of such Loan Modification Agreement and pursuant to such procedures as may be designated by the Administrative Agent.

(e)                                  Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendments evidenced thereby and only with respect to the Loans and Commitments of the Accepting Lenders of the Affected Class (including any amendments necessary to treat the Loans and Commitments of the Accepting Lenders of the Affected Class as Term Loans, Revolving Loans and/or Revolving Commitments).  Notwithstanding the foregoing, no Permitted Amendment shall become effective under this Section 2.22 (a) unless the Administrative Agent, to the extent so reasonably requested by the Administrative Agent, shall have received corporate documents, officers’ certificates and legal opinions consistent with those delivered on the Closing Date under Section 3.1 and (b) no Default or Event of Default exists immediately prior to or immediately after giving effect to such Loan Modification Agreement, unless otherwise consented to by the Accepting Lenders in the applicable Loan Modification Agreement.

(f)                                   “Permitted Amendments” shall be (A) an extension of the final maturity date of the applicable Loans and/or Commitments of the Accepting Lenders, (B) a reduction, elimination or extension, of the scheduled amortization of the applicable Loans of the Accepting Lenders, (C) a change in rate of interest (including a change to the Applicable Margin and any provision establishing a minimum rate), premium or other amount with respect to the applicable Loans and/or Commitments of the Accepting Lenders and/or a change in the payment of fees to the Accepting Lenders (including the inclusion of such additional fees to be payable to such Accepting Lenders in connection with the Loan Modification Agreement), (D) any additional or different financial or other covenants or other provisions that are agreed between Borrower, the Administrative Agent and the Accepting Lenders; provided that such covenants and provisions are applicable only during periods after the Latest Maturity Date that is in effect on the effective date of such Permitted Amendment and (E) any other amendment to a Loan Document required to give effect to the Permitted Amendments described in clauses (A) to (D) of this Section 2.22(f).

This Section 2.22 shall supersede any provisions in Sections 2.16, 9.5 or 9.6 to the contrary.

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SECTION 3.                                                 CONDITIONS PRECEDENT

3.1                               Closing Date.  Except as set forth on Schedule 5.16, the obligation of any Lender to make a Credit Extension on the Closing Date and the effectiveness of the amendment and restatement provided for in this Agreement is subject to the satisfaction, or waiver in accordance with Section 9.5, of the following conditions on or before the Closing Date:

(a)                                 Loan Documents.  Administrative Agent shall have received an executed copy of (i) this Agreement executed by Borrower (and consented to by Holdings and each Guarantor), the Administrative Agent, each Issuing Bank, each of the Lenders providing Revolving Commitments and each of the Lenders holding Term Loans and (ii) the Third Amended and Restated Intellectual Property Security Agreement, dated as of the date hereof, by and among each of the Grantors (as defined therein) in favor of Administrative Agent.

(b)                                 Organizational Documents; Incumbency.  Administrative Agent shall have received (i) a copy of each Organizational Document of Holdings, Parent and each Loan Party, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of such Person executing the Loan Documents to which it is a party; (iii) resolutions of the board of directors or similar governing body of Holdings, Parent and each Loan Party approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) such good standing certificates as Administrative Agent may request from the applicable Governmental Authority of Holdings, Parent and each Loan Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Closing Date; and (v) such other documents as Administrative Agent may reasonably request.

(c)                                  Organizational and Capital Structure.  The organizational structure and capital structure of Borrower and its Subsidiaries, both before and after giving effect to the transactions to occur on the Closing Date, shall be as set forth on Schedule 4.15.

(d)                                 Existing Indebtedness.  On the Closing Date, Administrative Agent shall have received evidence satisfactory to it that, after giving effect to the transactions contemplated by the Loan Documents, Borrower and its Subsidiaries shall have no Indebtedness other than the Indebtedness under the Loan Documents and otherwise as permitted under Section 6.2.

(e)                                  Existing Loans.  Any Existing Revolving Loans outstanding on the Closing Date shall be repaid concurrently with the effectiveness of the this Agreement.  Any Existing Term Loans outstanding on the Closing Date shall be repaid or otherwise satisfied concurrently with the effectiveness of this Agreement (including pursuant to any exchange, continuation or rollover in accordance with Section 2.1(b)).

(f)                                   Transaction Costs.  On or prior to the Closing Date, Borrower shall have paid or made provision for the payment of the Transaction Costs.

(g)                                  Governmental Authorizations and Consents.  Each Loan Party, Holdings and Parent shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by

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the Loan Documents, and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Administrative Agent.  All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents, the other Closing Date Transactions or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.

(h)                                 Real Property Collateral.  On or prior to the Closing Date, Administrative Agent shall have received flood hazard certificates with respect to each owned Mortgaged Property and, if such Mortgaged Property is a Flood Hazard Property evidence of flood insurance with respect to each such Mortgaged Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Administrative Agent.

(i)                                     Personal Property Collateral.  To create in favor of Administrative Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the personal property Collateral, Administrative Agent shall have received:

(i)             evidence satisfactory to Administrative Agent of the compliance by each Loan Party and Holdings with their obligations under the Guaranty and Collateral Agreement and the other Security Documents (including their obligations to execute and deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit or securities accounts, in each case, to the extent required therein);

(ii)          (A) the results of a recent search, by a Person satisfactory to Administrative Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of Holdings and any Loan Party in the jurisdictions applicable to Holdings and such Loan Party, together with copies of all such filings disclosed by such search, and (B) UCC financing statements (or similar documents) in the name of Holdings and each Loan Party, as debtor, for filing in all applicable jurisdictions as may be necessary to perfect the Lien granted to the Administrative Agent for the benefit of the Secured Parties under the Guaranty and Collateral Agreement; and

(iii)       evidence that each Loan Party and Holdings shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including any Intercompany Notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.2(b)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Administrative Agent.

(j)                                    Evidence of Insurance.  Administrative Agent shall have received a certificate from Borrower’s insurance broker or other evidence satisfactory to it that all insurance required to be maintained pursuant to Section 5.5 is in full force and effect and that Administrative Agent, for the benefit of Secured Parties, and, with respect to any liability policy, each Secured Party, has been named as additional insured or loss payee, as applicable, thereunder to the extent required under Section 5.5.

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(k)                                 Opinions of Counsel to Loan Parties, Parent and Holdings.  Administrative Agent and Lenders and their respective counsel shall have received originally executed copies of the favorable written opinions of each of (i) Hogan Lovells US LLP, counsel for the Loan Parties, Parent and Holdings, in form satisfactory to Administrative Agent, and (ii) Bass, Berry & Simms PLC as to such other matters as Administrative Agent may reasonably request, dated as of the Closing Date and otherwise in form and substance reasonably satisfactory to Administrative Agent (and each Loan Party, Parent and Holdings hereby instructs such counsel to deliver such opinions to Agents and Lenders).

(l)                                     Fees.  Borrower shall have paid the fees payable on the Closing Date referred to in Sections 2.10(b), (d) and (e).

(m)                             Solvency Certificate.  On the Closing Date, Administrative Agent shall have received a Solvency Certificate from Borrower, dated the Closing Date, and addressed to Administrative Agent and Lenders, in form, scope and substance satisfactory to Administrative Agent, demonstrating that after giving effect to the consummation of the transactions to occur on the Closing Date and after giving effect to any applicable rights of contribution of such Person in respect of Guarantied Obligations, Borrower and its Subsidiaries are and will be Solvent.

(n)                                 Closing Date Certificate.  Borrower shall have delivered to Administrative Agent an originally executed Closing Date Certificate, together with all attachments thereto.

(o)                                 Credit Rating.  The credit facilities provided for under this Agreement shall have been assigned a credit rating by S&P and Moody’s.

(p)                                 No Litigation.  There shall not exist any action, suit, investigation, litigation or proceeding or other legal or regulatory developments, pending or threatened in any court or before any arbitrator or Governmental Authority that, in the opinion of Administrative Agent, singly or in the aggregate, could reasonably be expected to restrain, prevent or impose materially burdensome conditions on any of the Closing Date Transactions or any of the other transactions contemplated by the Loan Documents or that could have a Material Adverse Effect.

(q)                                 No Material Adverse Effect.  Since December 31, 2014, there shall not have occurred a Material Adverse Effect and there shall have been no development or event that could reasonably be expected to have a Material Adverse Effect.

(r)                                    Information for Regulators.  Administrative Agent shall have received, sufficiently in advance of the Closing Date, all documentation and other information required by Governmental Authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act.

(s)                                   Completion of Proceedings.  All partnership, corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incidental thereto shall be satisfactory in form and substance to Administrative Agent and such counsel, and Administrative Agent and such counsel shall have received all such counterpart originals or certified copies of such documents as Administrative Agent may reasonably request.

(t)                                    Closing Date Representations and Warranties.

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(i)             As of the Closing Date, the representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of the Closing Date (it being understood and agreed that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on and as of the Closing Date), except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date (it being understood and agreed that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on and as of such earlier date).

(ii)          As of the Closing Date, no event shall have occurred and be continuing or would result from the consummation of the transactions contemplated by this Agreement on the Closing Date that would constitute an Event of Default or a Default.

Each Lender, by delivering its signature page to this Agreement shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the Closing Date.

3.2                               Conditions to Each Credit Extension.

(a)                                 Conditions Precedent.  The obligation of each Lender to make any Loan, or Issuing Banks to issue any Letter of Credit, on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 9.5, of the following conditions precedent:

(i)             Administrative Agent shall have received a fully executed and delivered Funding Notice or Issuance Notice, as the case may be;

(ii)          after making the Credit Extensions requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect;

(iii)       as of such Credit Date, the representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date (it being understood and agreed that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on and as of that Credit Date), except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date (it being understood and agreed that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on and as of such earlier date);

(iv)      as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default; and

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(v)         In the case of any incurrence of Revolving Loans or the issuance of any Letter of Credit, as the case may be, if after giving effect to such Credit Extension, the sum of (x) the aggregate principal amount of outstanding Revolving Loans, and (y) the Letter-of-Credit Usage would equal or exceed the Revolving Threshold, the Consolidated Adjusted Leverage Ratio for the most recently ended period of four consecutive Fiscal Quarters for which financial statements have been delivered under Section 5.1(a) and (c) shall be equal to or less than the Consolidated Adjusted Leverage Ratio required under Section 6.1(a) (regardless of whether Section 6.1(a) is then applicable), and the Consolidated Leverage Ratio for the most recently ended period of four consecutive Fiscal Quarters for which financial statements have been delivered under Section 5.1(a) and (c) shall be equal to or less than the Consolidated Leverage Ratio required under Section 6.1(b) (regardless of whether Section 6.1(b) is then applicable).

(vi)      on or before the date of issuance of any Letter of Credit, Administrative Agent shall have received all other information required by the applicable Issuance Notice, and such other documents or information as any Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit.

The Administrative Agent shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to it confirming the satisfaction of any of the foregoing if, in the good faith judgment of the Administrative Agent such request is warranted under the circumstances.

(b)                                 Notices.  Any Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent.  In lieu of delivering a Notice, Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing, conversion/continuation or issuance of a Letter of Credit, as the case may be; provided that, each such notice shall be promptly confirmed in writing by delivery of the applicable Notice to Administrative Agent on or before the applicable date of borrowing, continuation/conversion or issuance.  Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting on any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Authorized Officer or other person authorized on behalf of Borrower or for otherwise acting in good faith.

SECTION 4.                                                 REPRESENTATIONS AND WARRANTIES

To induce the Agents, Lenders and Issuing Banks to enter into this Agreement and to make each Credit Extension hereunder, Borrower represents and warrants to each Agent, Lender and each Issuing Bank, on the Closing Date and on each Credit Date, that the following statements are true and correct:

4.1                               Financial Condition.  The audited consolidated balance sheets of Borrower and its consolidated Subsidiaries as at Fiscal Year-end 2014, 2013 and 2012, and the related consolidated statements of income and of cash flows for such Fiscal Years, reported on and accompanied by an unqualified report from KPMG LLP, present fairly the consolidated financial condition of Borrower and its Subsidiaries as at such dates, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years then ended.  All such financial statements, including the related schedules and notes thereto (collectively, the “Historical Financial Statements”), have been prepared in accordance with GAAP applied consistently throughout the periods involved.  As of the Closing Date, Borrower and its Subsidiaries do not have any material Contingent Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or

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unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph (other than the Obligations).

4.2                               No Change.  As of the Closing Date and since December 31, 2014, there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect.  Since the Closing Date, there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect.

4.3                               Corporate Existence and Compliance with Laws.

(a)                                 Each of Holdings, Parent, Borrower and its Subsidiaries:  (i) is, except as described on Schedule 4.3, duly organized, validly existing and, (x) in the case of Borrower, in good standing under the laws of the jurisdiction of its organization and (y) in the case of Holdings, Parent and Subsidiaries of Borrower, except as could not reasonably be expected to result in a Material Adverse Effect, in good standing under the laws of the jurisdiction of its organization, (ii) has the corporate or other power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified as a foreign corporation, partnership, or limited liability company, as applicable, and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and the failure to be so qualified or in good standing could reasonably be expected to have a Material Adverse Effect and (iv) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b)                                 Each of Parent and Borrower has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance by Parent, Borrower, and their respective Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and Parent, Borrower, their respective Subsidiaries and their respective officers and employees and to the knowledge of Borrower, its directors and agents, are in compliance in all material respects with Anti-Corruption Laws and applicable Sanctions. None of Borrower, any Subsidiary or, to the knowledge of Borrower or such Subsidiary, any of their respective directors, officers or employees, is a Sanctioned Person, and no Loan or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions.

4.4                               Corporate Power; Authorization; Enforceable Obligations.  Each Loan Party, Holdings and Parent has the requisite power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of Borrower, to borrow hereunder.  Each Loan Party, Holdings and Parent has taken all necessary corporate action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of Borrower, to authorize the borrowings on the terms and conditions of this Agreement.  No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents or with the consummation of the Closing Date Transactions, except (i) consents, authorizations, filings and notices described in Schedule 4.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings contemplated by Section 4.19 and (iii) ordinary course of business filing of reports with the SEC pursuant to generally applicable securities laws.  Each Loan Document has been

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duly executed and delivered on behalf of Holdings, Parent and each Loan Party signatory thereto.  This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of Holdings, Parent and each Loan Party signatory thereto, enforceable against Holdings, Parent and each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

4.5                               No Legal Bar.  The execution, delivery and performance of this Agreement, the other Loan Documents, the issuance of Letters of Credit, the borrowings hereunder, the use of the proceeds thereof and the consummation of the Closing Date Transactions will not violate any Requirement of Law or any material Contractual Obligation of Parent, Holdings, Borrower or any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Loan Documents).  No Requirement of Law or Contractual Obligation applicable to Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

4.6                               No Material Litigation.  Except as set forth on Schedule 4.6, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to Borrower’s knowledge, threatened by or against Borrower or any of its Subsidiaries or against any of their respective properties or revenues (i) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby or (ii) that could reasonably be expected to have a Material Adverse Effect.

4.7                               No Default.  Neither Borrower nor any of its Subsidiaries is in default under or with respect to any of its Contractual Obligations in any respect that could reasonably be expected to have a Material Adverse Effect.  No Default or Event of Default has occurred and is continuing.

4.8                               Ownership of Property; Liens.  Each of Borrower and its Restricted Subsidiaries is the sole owner of, legally and beneficially, and has good, marketable and insurable title in fee simple to, or a valid leasehold interest in, all its Real Estate Assets, and good title to, or a valid leasehold interest in, all its other Property, and none of such Property is subject to any Liens, claims, liabilities, obligations, charges or restrictions of any kind, nature or description except for any Permitted Lien.  None of the Pledged Equity Interests is subject to any Lien except for Permitted Liens.

4.9                               Intellectual Property.

(a)                                 Borrower and each of its Restricted Subsidiaries owns, or is licensed to use, all material Intellectual Property necessary for the conduct of its business as currently conducted.  Except as described on Schedule 4.6, no material claim has been asserted or is pending by any Person challenging or questioning the use of any Intellectual Property or the validity or effectiveness of any Intellectual Property, nor does Borrower know of any valid basis for any such claim, except with respect to claims that could not reasonably be expected to have a Material Adverse Effect.  To Borrower’s knowledge, the use of Intellectual Property by Borrower and its Restricted Subsidiaries does not infringe on the rights of any Person in any material respect, except with respect to the matters described on Schedule 4.6, or with respect to any matter that could not be reasonably expected to have a Material Adverse Effect.

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(b)                                 As of the Closing Date, Schedule 4.9(b) (i) identifies each of the trademarks, service marks and trade name applications and registrations registered by, made by or otherwise held, directly or indirectly, by the Loan Parties and identifies which such Person registered, made or otherwise holds such Intellectual Property, and (ii) specifies as to each, the jurisdiction in which such Intellectual Property has been issued or registered (or, if applicable, in which an application for such issuance or registration has been filed), including the respective registration or application numbers and applicable dates of registration or application and expiration.

(c)                                  As of the Closing Date, Schedule 4.9(c) (i) identifies each of the patents and patent applications owned by, made by or otherwise held, directly or indirectly, by the Loan Parties and identifies which such Person owns, made or otherwise holds such Intellectual Property, and (ii) specifies as to each, the jurisdiction in which such Intellectual Property has been issued or registered (or, if applicable, in which an application for such issuance or registration has been filed), including the respective patent or application numbers and applicable dates of issuance or application and expiration.

(d)                                 As of the Closing Date, Schedule 4.9(d) (i) identifies each of the material copyrights and copyright applications and registrations registered by, made by or otherwise held, directly or indirectly, by the Loan Parties and identifies which such Person registered, made or otherwise holds such Intellectual Property, and (ii) specifies as to each, the jurisdiction in which such Intellectual Property has been issued or registered (or, if applicable, in which an application for such issuance or registration has been filed), including the respective registration or application numbers and applicable dates of registration or application and expiration.

(e)                                  As of the Closing Date, Schedule 4.9(e) identifies all material licenses, sublicenses and other agreements relating to Intellectual Property (other than licenses or sublicenses of individual motion pictures) to which any of the Loan Parties is a party and pursuant to which (i) any of the Loan Parties is a licensor or sublicensor or the equivalent (except for such agreements between Loan Parties) or (ii) any other Person (other than a Loan Party) is authorized to use any Intellectual Property as a licensee, sublicensee or the equivalent.

4.10                        Taxes.  Borrower and each of its Subsidiaries have filed or caused to be filed all federal, and material state and other tax returns that are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its Property and all other taxes, fees or other charges imposed on it or any of its Property by any Governmental Authority, in each case prior to delinquency (other than any taxes, the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of Borrower or such Subsidiary, as the case may be); the contents of all such tax returns are correct and complete in all material respects, no tax Lien has been filed (other than with respect to real property taxes and assessments that are not yet delinquent), and, to Borrower’s knowledge, no claim is being asserted, with respect to any such tax, fee or other charge, other than with respect to taxes that are not yet due and payable.

4.11                        Federal Regulations.  No part of the proceeds of the Loans or Letters of Credit will be used for purchasing or carrying any “margin stock” (within the meaning of Regulation U) or to extend credit to others for the purpose of purchasing or carrying margin stock or for the purpose of purchasing, carrying or trading in any securities under such circumstances as to involve Borrower in a violation of Regulation X or to involve any broker or dealer in a violation of Regulation T.  No indebtedness being reduced or retired out of the proceeds of the Loans or Letters of Credit was or will be incurred for the purpose of purchasing or carrying any “margin stock”

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(within the meaning of Regulation U).  Following application of the proceeds of the Loans and Letters of Credit, “margin stock” (within the meaning of Regulation U) does not constitute more than 25% of the value of the assets of Borrower and its consolidated Subsidiaries.  None of the transactions contemplated by this Agreement (including the direct and indirect use of proceeds of the Loans and Letters of Credit) will violate or result in a violation of Regulation T, Regulation U or Regulation X.  If requested by any Lender or Administrative Agent, Borrower will furnish to Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of Regulation U.

4.12                        Labor Matters.  There are no strikes, stoppages, slowdowns or other labor disputes against Borrower or any of its Subsidiaries pending or, to Borrower’s knowledge, threatened that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect.  Hours worked by and payment made to employees of Borrower and its Subsidiaries have not been in violation of the Fair Labor Standards Act of 1938, as amended, or any other applicable Requirement of Law dealing with such matters that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect.  All payments due from Borrower or any of its Subsidiaries on account of employee health and welfare insurance that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect if not paid have been paid or accrued as a liability on the books of Borrower or the relevant Subsidiary.

4.13                        ERISA.  Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with all applicable provisions of ERISA and the Code.  No termination of a Single-Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period.  The present value of all accrued benefits under each Single-Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount.  Neither Borrower nor any Commonly-Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither Borrower nor any Commonly-Controlled Entity would become subject to any material liability under ERISA if Borrower or any such Commonly-Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made.  No such Multiemployer Plan is in Reorganization or Insolvent.

4.14                        Investment Company Act; Other Regulations.  None of Holdings, Parent or any Loan Party is an “investment company,” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.  None of Holdings, Parent or any Loan Party is subject to regulation under any Requirement of Law (other than Regulation X) that limits or conditions its ability to incur Indebtedness.

4.15                        Subsidiaries.

(a)                                 The Subsidiaries listed on Schedule 4.15 constitute all the Subsidiaries of Borrower as of the Closing Date.  Schedule 4.15 sets forth, as of the Closing Date, the name and jurisdiction of incorporation of each Subsidiary and, as to each such Subsidiary, the percentage and number of each class of Capital Stock owned by Borrower and its Subsidiaries.  As of the

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Closing Date, Borrower has no direct subsidiaries other than Regal Cinemas, Inc., a Tennessee corporation.

(b)                                 There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments of any nature relating to any Capital Stock of Borrower.  Except to the extent not otherwise prohibited by the terms of this Agreement, there are no outstanding subscriptions, options, warrants, calls, rights or other agreements of any nature relating to any Capital Stock of any of the Subsidiaries, except as disclosed on Schedule 4.15.  Neither Borrower nor any of its Subsidiaries have issued, or authorized the issuance of, any Disqualified Stock (except as expressly permitted under this Agreement).

4.16                        Use of Proceeds.  The proceeds of the Term Loans, Revolving Loans and the Letters of Credit made on or after the Closing Date shall be used in accordance with Section 2.5 and Section 4.3(b).

4.17                        Environmental Matters.  Other than as set forth on Schedule 4.17 and exceptions to any of the following that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect:

(a)                                 Borrower and its Subsidiaries:  (i) are, and within the period of all applicable statutes of limitation have been, in compliance with all applicable Environmental Laws; and (ii) reasonably believe that compliance with all applicable Environmental Laws that are or are expected to become applicable to any of them will be timely attained and maintained, without material expense.

(b)                                 Hazardous Materials are not present at, on, under, or in any real property now or formerly owned, leased or operated by Borrower or any of its Subsidiaries, or at any other location (including any location to which Hazardous Materials have been sent for re-use or recycling or for treatment, storage, or disposal) that could reasonably be expected to (i) give rise to liability of Borrower or any of its Subsidiaries under any applicable Environmental Law or otherwise result in material costs to Borrower or any of its Subsidiaries, or (ii) interfere in any material respect with Borrower’s or any of its Subsidiaries’ continued operations, or (iii) impair the fair saleable value of any real property owned or leased by Borrower or any of its Subsidiaries.

(c)                                  There is no judicial, administrative, or arbitral proceeding (including any notice of violation or alleged violation) under or relating to any Environmental Law to which Borrower or any of its Subsidiaries is, or to Borrower’s knowledge could reasonably be expected to be, named as a party that is pending or, to Borrower’s knowledge, threatened.

(d)                                 Neither Borrower nor any of its Subsidiaries have received any written request for information, or been notified of any Environmental Claim that it is a potentially responsible party under or relating to CERCLA, or any similar Environmental Law, or with respect to any Hazardous Materials.

(e)                                  Neither Borrower nor any of its Subsidiaries have entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with or liability under any Environmental Law and which is outstanding as of the Closing Date.

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(f)                                   To Borrower’s knowledge, there are no past or present actions, activities, circumstances, conditions, events or incidents, including any Hazardous Materials Activity, that could reasonably be expected to form the basis of any Environmental Claim against Borrower or any of its Subsidiaries, or to Borrower’s knowledge, against any person or entity whose liability for any Environmental Claim Borrower has retained or assumed either contractually or by operation of law.

(g)                                  Borrower has provided to the Secured Parties all assessments, reports, data, results of investigations or audits, and other information that is in the possession of or reasonably available to Borrower or any of its Subsidiaries regarding environmental matters pertaining to, or the environmental condition of, the business of Borrower or any of its Subsidiaries, or the compliance (or noncompliance) by Borrower and its Subsidiaries with any Environmental Laws, except where any such information does not disclose any condition that could reasonably be expected to have a Material Adverse Effect.

4.18                        Accuracy of Information, Etc.  No statement or information contained in this Agreement, any other Loan Document or any other document, certificate or statement furnished to any Agent or Lender, by or on behalf of Borrower or any of its Subsidiaries for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished, when taken together with all other information so furnished, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading.

4.19                        Security Documents.

(a)                                 The Guaranty and Collateral Agreement is effective to create, in favor of Administrative Agent for the benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof.  In the case of (i) the Pledged Equity Interests represented by stock or other certificates, as of the date when such stock or other certificates representing such Pledged Equity Interests were delivered to Administrative Agent, and (ii) the other Collateral described in the Guaranty and Collateral Agreement that is subject to perfection by the filing of financing statements in the jurisdiction of organization of Borrower and each Guarantor, as of the date when financing statements in appropriate form were filed in the offices specified on Schedule 4.19(a), the Lien and security interest granted pursuant to the Guaranty and Collateral Agreement constituted, and such Lien and security interest continue to constitute, a fully-perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds and products thereof, as security for the Obligations (as defined in the Guaranty and Collateral Agreement), in each case prior and superior in right to any other Lien (except Permitted Liens).

(b)                                 As of the Closing Date, Schedule 4.19(b) sets forth a true, complete and correct list of all Real Estate Assets owned in fee by Borrower or any Restricted Subsidiary that are encumbered by an Existing Mortgage.  As of the Closing Date, each of the Existing Mortgages relating to Real Estate Assets owned in fee by Borrower or any Restricted Subsidiary is effective to create in favor of Administrative Agent, for the benefit of the Secured Parties, a legal, valid, binding and enforceable Lien on, and security interest in, the Mortgaged Properties described therein.  Each Existing Mortgage shall constitute a fully-perfected Lien on, and security interest in, the Mortgaged Property described therein, as security for the Obligations, in each case prior and superior in right to the Lien of any other Person, other than Permitted Liens.

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(c)                                  The Guaranty and Collateral Agreement is effective to create, in favor of Administrative Agent for the benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in the Collateral consisting of Intellectual Property and proceeds and products thereof.  As of the date of the filing or recording of the Guaranty and Collateral Agreement (or a short form thereof in form and substance reasonably satisfactory to Administrative Agent) in the offices described in the Guaranty and Collateral Agreement (or such short form thereof), the Guaranty and Collateral Agreement (and each such short form thereof)  constituted, and such Lien and security interest continues to constitute, a fully-perfected Lien on, and security interest in, all right, title and interest of Borrower and each Guarantor in the Intellectual Property Collateral described therein and the proceeds and products thereof, as security for the Obligations (as defined in the Guaranty and Collateral Agreement), in each case prior and superior in right to any other Person (except Permitted Liens).

(d)                                 The Guaranty and Pledge Agreement is effective to create, in favor of Administrative Agent for the benefit of the Secured Parties, a legal, valid, binding and enforceable Lien and security interest in all of the Capital Stock of Borrower, and as of the date of the delivery of the certificates representing such Capital Stock to Administrative Agent, such Lien and security interest constituted, and such Lien and security interest continues to constitute, a perfected Lien, superior in right to and free and clear of any other Lien.

4.20                        Solvency.  Each Loan Party, Holdings and Parent is, and after giving effect to the incurrence of all Indebtedness and obligations being incurred in connection with the Loan Documents through and including the Closing Date and after giving effect to any applicable rights of contribution of such Person in respect of Guarantied Obligations, will be and will continue to be, Solvent.

4.21                        Senior Indebtedness.  The Obligations (including the Guarantied Obligations) constitute “Senior Indebtedness” and “Permitted Indebtedness” under and as defined in the documents relating to any Permitted Subordinated Indebtedness and any Permitted Subordinated Refinancing.  The Liens of Administrative Agent for the benefit of the Secured Parties on the Collateral are permitted under the terms of the documents relating to any Permitted Subordinated Indebtedness, any Permitted Subordinated Refinancing and any Permitted Senior Refinancing and the Existing Notes.

4.22                        Regulation H.  Except for Real Estate Assets in respect of which federal flood insurance coverage and additional flood insurance coverage meeting the requirements of Section 5.5(d) hereof is maintained by the Loan Parties, no Existing Mortgage encumbers any improved Real Estate Asset that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968, as amended.

4.23                        Insurance.  The insurance policies currently maintained by Borrower and its Restricted Subsidiaries are with insurers of recognized financial responsibility and cover such losses and risks in such amounts as are prudent and customary in the businesses in which they are engaged; and none of Borrower or any of its Restricted Subsidiaries (i) has received notice from any insurer or agent of such insurer that substantial capital improvements or other material expenditures will have to be made in order to continue such insurance at a cost, with respect to such improvements or expenditures, that could reasonably be expected to have a Material Adverse Effect, or (ii) has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers at a cost that could not reasonably be expected to have a Material Adverse Effect.

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4.24                        Real Estate.

(a)                                 [intentionally omitted].

(b)                                 The Real Estate Assets and the current use thereof comply with (i) all applicable Requirements of Law (including building and zoning ordinances and codes), and neither Borrower nor any of its Subsidiaries is a nonconforming user of any Real Estate Asset, and (ii) all Insurance Requirements, in each case except where noncompliance could not reasonably be expected to have a Material Adverse Effect.

(c)                                  No taking, condemnation or other eminent domain proceeding by any Governmental Authority has been commenced or, to the best of Borrower’s knowledge, is contemplated with respect to all or any portion of any material Real Estate Assets or for any materially adverse relocation of roadways providing access to such Real Estate Asset, in each case except as could not reasonably be expected to have a Material Adverse Effect.

(d)                                 There are no current, pending or, to Borrower’s best knowledge, proposed special or other assessments for public improvements or otherwise affecting any Mortgaged Property, nor are there any contemplated improvements to such Mortgaged Property that may result in such special or other assessments, in each case other than such assessments that will be paid prior to delinquency or as could not reasonably be expected to have a Material Adverse Effect.

(e)                                  Neither Borrower nor any of its Subsidiaries have suffered, permitted or initiated the joint assessment of any fee-owned Mortgaged Property with any other real property constituting a separate tax lot that would interfere with the legal foreclosure of such Mortgaged Property independent of any Real Estate Asset that is not a Mortgaged Property.

(f)                                   Each of Borrower and its Subsidiaries has obtained all material permits (including assembly permits), licenses, variances and certificates required by Requirements of Law to be obtained by such Person and necessary to the use and operation of the Mortgaged Properties, in each case except as could not reasonably be expected to have a Material Adverse Effect.  Each of Borrower and its Subsidiaries has obtained all permits (including assembly permits), licenses, variances and certificates required by Requirements of Law to be obtained by such Person and necessary to the use and operation of its Real Estate Assets other than Mortgaged Properties except to the extent that the failure to obtain such permits, licenses, variances and certificates could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.  The use being made of all Real Estate Assets is in material conformity with the certificate of occupancy or such other permits, licenses, variances and certificates for such Real Estate Assets and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate Assets, in each case except as could not reasonably be expected to have a Material Adverse Effect.

(g)                                  Except for maintenance and repairs in the ordinary course of business or as set forth on Schedule 4.24(g), to Borrower’s best knowledge, as of the Closing Date, all Real Estate Assets being used for the conduct of the business of any Loan Party are free from structural defects and all building systems contained therein are in good working order and condition, ordinary wear and tear excepted, suitable for the purposes for which they are currently being used, except as could not reasonably be expected to have a Material Adverse Effect.

(h)                                 [intentionally omitted.]

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(i)                                     Except as could not reasonably be expected to have a Material Adverse Effect, (i) all Real Estate Assets have adequate rights of access to public ways to permit the Real Estate Assets to be used for their intended purpose and is served by operating and adequate water, electric, telephone, sewer, sanitary sewer and storm drain facilities, (ii) all Real Estate Assets have the legal right to all public utilities necessary to the continued use and enjoyment of such Real Estate Assets, (iii) all roads necessary for the full utilization of the Real Estate Assets for their current purpose have been completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Real Estate Assets, and (iv) all reciprocal easement agreements affecting any Real Estate Asset are in full force and effect and Borrower is not aware of any defaults thereunder.

(j)                                    No building or structure constituting a Real Estate Asset or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant or encroaches on any easement or on any property owned by others, which violation or encroachment materially interferes with the use or could reasonably be expected to materially adversely affect the value of such building, structure or appurtenance, in each case except as could not reasonably be expected to have a Material Adverse Effect.

(k)                                 Each Real Estate Asset, including each lease, has adequate available parking to meet legal and operating requirements (after taking into account reciprocal easement agreements and other easements on adjoining or nearby land), in each case except as could not reasonably be expected to have a Material Adverse Effect.

(l)                                     As of the Closing Date, no portion of any Real Estate Asset has suffered any material damage by fire or other material casualty loss that has not heretofore been completely repaired and restored to its original condition, in each case except as could not reasonably be expected to have a Material Adverse Effect.

4.25                        Permits.

(a)                                 Other than exceptions to any of the following that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:  (i) each of Borrower and its Restricted Subsidiaries has obtained and holds all Permits required in respect of its Real Estate Assets and for any other property otherwise operated by or on behalf of, or for the benefit of, such Person and for the operation of each of its businesses as presently conducted and as proposed to be conducted, (ii) all such Permits are in full force and effect, and each of Borrower and its Restricted Subsidiaries has performed and observed all requirements of such Permits, (iii) no event has occurred that allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or any other impairment of the rights of the holder of any such Permit, (iv) no such Permits contain any restrictions, either individually or in the aggregate, that are materially burdensome to any of Borrower and its Restricted Subsidiaries, or to the operation of any of its businesses or any property owned, leased or otherwise operated by such Person, (v) each of Borrower and its Restricted Subsidiaries reasonably believes that each of its Permits will be timely renewed and complied with, without material expense, and that any additional Permits that may be required of such Person will be timely obtained and complied with, without material expense, and (vi) Borrower has no knowledge or reason to believe that any Governmental Authority is considering limiting, suspending, revoking or renewing on materially burdensome terms any such Permit.

(b)                                 Except as provided in Sections 4.4 and 4.19, no consent or authorization of, filing with, Permit from, or other act by or in respect of, any Governmental Authority is required

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in connection with the execution, delivery, performance, validity or enforceability of this Agreement and the other Loan Documents.

4.26                        Leases.

(a)                                 Except as could not reasonably be expected to have a Material Adverse Effect, each of Borrower and its Restricted Subsidiaries has paid all such payments required to be made by it in respect of leasehold Real Estate Assets, and no landlord Lien (other than as constituting a Permitted Lien) has been filed, and to Borrower’s knowledge no claim is being asserted, with respect to any such payments (in each case, other than any claim the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on Borrower’s books).

(b)                                 Except as could not reasonably be expected to have a Material Adverse Effect, to Borrower’s best knowledge, each of the leases of Real Estate Assets used or occupied by Borrower or any of Subsidiaries is in full force and effect and is legal, valid, binding and enforceable in accordance with its terms as of the Closing Date.  As of the Closing Date, except as set forth on Schedule 4.26(b), there is not under any such lease any existing breach, default, event of default or event or condition that, with or without notice or lapse of time or both, would constitute a breach, default or an event of default by a Loan Party, or, to Borrower’s best knowledge, by any other party to such lease that, in any such case, could reasonably be expected to result in the commencement of proceedings or actions to terminate such lease (other than any event or condition that is the subject of a good faith contest by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on Borrower’s books or that would not result in a Material Adverse Effect).

(c)                                  Except as could not reasonably be expected to have a Material Adverse Effect, as of the Closing Date, other than notices given or claims made in respect of the matters set forth on Schedule 4.26(b), no party to any material lease has given any Loan Party notice of or made a material claim with respect to any breach or default that has not now been cured (other than with respect to any event or condition that is the subject of a good faith contest by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on Borrower’s books).

(d)                                 Except as could not reasonably be expected to have a Material Adverse Effect, with respect to those leases that, as of the Closing Date, were assigned or subleased to a Loan Party by a third party, all consents to such assignments or sublease have been obtained.

(e)                                  Except as could not reasonably be expected to have a Material Adverse Effect, as of the Closing Date, no Real Estate Asset is subject to any lease, sublease, license or other agreement granting to any Person other than Borrower or its Subsidiaries any right to the use, occupancy or enjoyment of such Real Estate Asset or any portion thereof.

SECTION 5.                                                 AFFIRMATIVE COVENANTS

Borrower hereby agrees that, so long as the Commitments remain in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to any Lender or any Agent hereunder, Borrower shall, and shall cause its Restricted Subsidiaries to:

5.1                               Financial Statements and Other Reports.  Deliver to Administrative Agent for further distribution to Lenders:

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(a)                                 as soon as available, but in any event within 90 days after the end of each Fiscal Year, a copy of the audited consolidated balance sheet of Borrower and its consolidated Subsidiaries as at the end of such Fiscal Year and the related audited consolidated statements of income and of cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, reported on without a “going concern” or like qualification or exception (except for a going concern qualification arising solely from the current scheduled maturity of the Loans occurring within one year from the time such opinion is delivered), or qualification arising out of the scope of the audit, by independent certified public accountants of nationally recognized standing;

(b)                                 as soon as available, but in any event within 90 days after the end of each Fiscal Year, a copy of the unaudited consolidated balance sheet of Borrower and its consolidated Restricted Subsidiaries as at the end of such Fiscal Year and the related unaudited consolidated statements of income and of cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year; and

(c)                                  as soon as available, but in any event not later than 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, the (i) unaudited consolidated balance sheet of Borrower and its consolidated Subsidiaries and (ii) unaudited consolidated balance sheet of Borrower and its consolidated Restricted Subsidiaries, each as at the end of such Fiscal Quarter and the related unaudited consolidated statements of income and of cash flows for such Fiscal Quarter and the portion of the Fiscal Year through the end of such Fiscal Quarter, setting forth in each case in comparative form the figures for the previous Fiscal Year, certified by an Authorized Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments).

All such financial statements shall be complete and correct in all material respects when delivered and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except for any such application which is not consistent, as approved by such accountants or officer, as the case may be, and disclosed therein and except to the extent financial statements referred to in clause (b) or (c)(ii) which exclude Unrestricted Subsidiaries are not in accordance with GAAP solely as a result of such exclusion).

5.2                               Certificates and Other Information.  Deliver to Administrative Agent for further distribution to Lenders or, in the case of clause (g) below, to the relevant Lender:

(a)                                 concurrently with the delivery of the financial statements referred to in Section 5.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate;

(b)                                 concurrently with the delivery of any financial statements pursuant to Section 5.1, (i) a certificate of an Authorized Officer stating that, to the best of each such Authorized Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Authorized Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) a certificate of an Authorized Officer listing (x) each Subsidiary (including any Subsidiary of an Unrestricted Subsidiary) that has been designated by the board of directors of Borrower as an Unrestricted Subsidiary, or has otherwise become an Unrestricted

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Subsidiary, during the period prior to delivery of such certificate and subsequent to the delivery of any such earlier certificate and (y) each Unrestricted Subsidiary that has ceased to be an Unrestricted Subsidiary during such period and listing the amount of all Indebtedness of, and all Investments in, such Subsidiary as at the date such Subsidiary ceased to be an Unrestricted Subsidiary and (iii) a duly executed and completed Compliance Certificate;

(c)                                  as soon as available, and in any event no later than 45 days after the end of each Fiscal Year, a detailed consolidated budget for the following Fiscal Year (including a projected consolidated balance sheet of Borrower and its Restricted Subsidiaries as of the end of the following Fiscal Year, and the related consolidated statements of projected cash flow, projected changes in financial position and projected income), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such Fiscal Year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of an Authorized Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Authorized Officer has no reason to believe that such Projections are incorrect or misleading in any material respect;

(d)                                 within 45 days after the end of each of the first three Fiscal Quarters, and within 90 days after the end of each Fiscal Year, a narrative discussion and analysis of the financial condition and results of operations of Borrower and its Restricted Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, or for such Fiscal Year, as applicable, as compared to the portion of the Projections covering such periods and to the comparable periods of the previous Fiscal Year;

(e)                                  no later than two Business Days (or such shorter period as reasonably agreed to by Administrative Agent) prior to the effectiveness thereof, copies of substantially final drafts of any proposed agreement, amendment, supplement, waiver or other modification, as applicable, with respect to documents relating to any Permitted Subordinated Indebtedness, any Permitted Subordinated Refinancing or any Permitted Senior Refinancing or the Existing Notes;

(f)                                   within five days after the same are sent, copies of all financial statements and reports that Borrower sends to the holders of any class of its debt securities or public equity securities and, and within five days after the same are filed, copies of all financial statements and reports that Borrower may make to, or file with, the SEC; and

(g)                                  promptly, such additional financial or other information as any Lender may from time to time reasonably request from Borrower or any of its Restricted Subsidiaries.

5.3                               Payment of Obligations.  Borrower will, and will cause each of its Subsidiaries to, to the extent not otherwise prohibited hereunder or prohibited by the subordination or intercreditor provisions thereof, pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of Borrower and its Restricted Subsidiaries, as the case may be, to the extent that the failure to pay, discharge or otherwise satisfy such obligations could not reasonably be expected to have a Material Adverse Effect.

5.4                               Conduct of Business and Maintenance of Existence, Etc.  (a) (i) Preserve, renew and keep in full force and effect its corporate existence, and (ii) take all reasonable action to maintain all rights, privileges, franchises, Permits and licenses necessary or desirable in the normal

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conduct of its business, except, in each case, as otherwise permitted by Section 6.4, and except, in the case of the foregoing clause (ii), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations (not incurred in violation hereof) and Requirements of Law (including reporting requirements in respect of the Patriot Act), except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.5                               Maintenance of Properties; Leases; Insurance.

(a)                                 Except as could not reasonably be expected to have a Material Adverse Effect, keep all Property and systems useful and necessary in the business of Borrower and its Restricted Subsidiaries in good working order and condition, ordinary wear and tear excepted;

(b)                                 except as could not reasonably be expected to have a Material Adverse Effect,  maintain, or obtain contractual commitments from relevant landlords to maintain, all rights of way, easements, grants, privileges, licenses, certificates, and permits necessary for the use of any Real Estate Asset (as used in the business of Borrower and its Restricted Subsidiaries);

(c)                                  except as could not reasonably be expected to have a Material Adverse Effect, comply with the terms of each leasehold Real Estate Asset so as not to permit any material uncured tenant default to exist thereunder (other than any matters being contested in good faith by appropriate proceedings);