CREDIT AGREEMENT

EXHIBIT 10.1

EXECUTION VERSION

Up to $16,250,000,000

CREDIT AGREEMENT

Dated as of November 16, 2007

among

ALLTEL COMMUNICATIONS, INC.,

as Borrower,

ALLTEL CORPORATION,

as the Company,

CITIBANK, N.A.,

as Administrative Agent, Swing Line Lender

and L/C Issuer,

and

THE OTHER LENDERS PARTY HERETO

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Syndication Agent,

BARCLAYS BANK PLC

and

THE ROYAL BANK OF SCOTLAND PLC,

as Co-Documentation Agents,

GOLDMAN SACHS CREDIT PARTNERS L.P.

and

CITIGROUP GLOBAL MARKETS INC.,

as Joint Lead Arrangers,

CITIGROUP GLOBAL MARKETS INC.,

GOLDMAN SACHS CREDIT PARTNERS L.P.,

BARCLAYS CAPITAL

and

RBS SECURITIES CORPORATION,

as Joint Bookrunners

TABLE OF CONTENTS

i

ii

iii

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v

SCHEDULES

vi

EXHIBITS

Form of

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CREDIT AGREEMENT

This CREDIT AGREEMENT (“ Agreement ”) is entered into as of November 16, 2007, among ALLTEL CORPORATION, a Delaware corporation (the “ Company ”), ALLTEL COMMUNICATIONS, INC., a Delaware corporation and a wholly-owned subsidiary of the Company (the “ Borrower ”), CITIBANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “ Lenders ” and individually, a “ Lender ”).

PRELIMINARY STATEMENTS

Pursuant to the Merger Agreement (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), Atlantis Merger Sub, Inc. (“ Merger Sub ”), a Delaware corporation and a direct wholly-owned subsidiary of Atlantis Holdings LLC, a Delaware limited liability company (the “ Parent ”), will merge (the “ Merger ”) with and into the Company, subject to (i) the rights of the Company’s dissenting shareholders, (ii) the payment of the Merger Consideration and (ii) the Company surviving as a wholly-owned subsidiary of the Parent.

The Borrower has requested that simultaneously with the consummation of the Merger, the Lenders extend credit to the Borrower in the form of Initial Term Loans in an initial aggregate amount of $14,000,000,000. The Borrower has also requested (i) a Dollar Revolving Credit Facility in an initial aggregate amount of $1,500,000,000 and (ii) a Delayed Draw Term Loan in an aggregate amount of up to $750,000,000 available from the Closing Date until the Delayed Draw Term Commitment Expiration Date. The Dollar Revolving Credit Facility may include one or more Dollar Letters of Credit from time to time and one or more Swing Line Loans from time to time. The Borrower may also request that Alternative Currency Revolving Credit Facilities be made available in connection with one or more Revolving Commitment Increases and may include one or more Alternative Currency Letters of Credit from time to time.

The proceeds of the Initial Term Loans, together with (i) a portion of the Company’s cash on hand on or about the Closing Date, (ii) the proceeds from the incurrence of the Senior Interim Loans and (iii) the proceeds of the Equity Contribution, shall be used on or about the Closing Date to finance the repayment of amounts outstanding under certain existing Indebtedness of the Company and its Subsidiaries, to pay a distribution (the “ Closing Distribution ”) to the Company, to pay the Transaction Expenses.

The proceeds of the Closing Distribution, together with the proceeds of the Equity Contribution shall be used by the Company to pay the Merger Consideration. The proceeds of Revolving Credit Loans made after the Closing Date shall be used for working capital and other general corporate purposes of the Borrower and its Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit shall be used for general corporate purposes of the Borrower and its Subsidiaries. The proceeds of the Delayed Draw Term Loans shall be used by the Company and its Subsidiaries to finance any Additional Spectrum Purchase.

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The applicable Lenders have indicated their willingness to lend and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein.

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

ARTICLE I

Definitions and Accounting Terms

SECTION 1.01. Defined Terms . As used in this Agreement, the following terms shall have the meanings set forth below:

“ ACFI ” means Alltel Communications Finance, Inc., a Delaware corporation and a wholly owned Subsidiary of the Borrower.

“ Acquired EBITDA ” means, with respect to any Acquired Entity or Business or any Converted Restricted Subsidiary for any period, the amount for such period of Consolidated EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary (determined using such definitions as if references to the Company, the Borrower and the Restricted Subsidiaries therein were to such Acquired Entity or Business and its Subsidiaries or such Converted Restricted Subsidiary and its Subsidiaries, as the case may be), all as determined on a consolidated basis for such Acquired Entity or Business or Converted Restricted Subsidiary.

“ Acquired Entity or Business ” has the meaning specified in the definition of the term “Consolidated EBITDA.”

“ Additional Lender ” has the meaning specified in Section 2.14(d).

“ Additional Spectrum Purchase ” means the sum of amounts paid, or committed to be paid by the Company and its Subsidiaries to purchase or otherwise acquire licenses and rights granted in the FCC 700 MHz Auction (including expenses incurred, or reasonably expected to be incurred, in connection therewith).

“ Administrative Agent ” means Citibank, in its capacity as administrative agent and collateral agent under the Loan Documents, or any successor administrative agent and collateral agent.

“ Administrative Agent’s Office ” means, with respect to any currency, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 with respect to such currency, or such other address or account with respect to such currency, as the Administrative Agent may from time to time designate in writing to Borrower and each Lender.

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“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“ Affiliate ” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. For the avoidance of doubt, none of the Arrangers, the Agents, their respective lending affiliates or any entity acting as an L/C Issuer hereunder shall be deemed to be an Affiliate of the Company or any of its Subsidiaries.

“ Agent-Related Persons ” means the Agents, together with their respective Affiliates, and the respective officers, members, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

“ Agents ” means, collectively, the Administrative Agent, the Syndication Agent, the Documentation Agents, the Supplemental Administrative Agents (if any) and the Arrangers.

“ Aggregate Commitments ” means the Commitments of all the Lenders.

“ Agreement ” means this Credit Agreement, as amended, restated, modified or supplemented from time to time in accordance with the terms hereof.

“ Agreement Currency ” has the meaning specified in Section 10.19.

“ Alternative Currency ” means any currency (other than Dollars) that is approved in accordance with Section 2.14(g).

“ Alternative Currency Equivalent ” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or the Alternative Currency L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

“ Alternative Currency L/C Advance ” means, with respect to each Alternative Currency Revolving Credit Facility, with respect to each Alternative Currency Revolving Credit Lender thereunder, such Lender’s funding of its participation in any Alternative Currency L/C Borrowing in accordance with its Pro Rata Share. All Alternative Currency L/C Advances shall be denominated in Dollars.

“ Alternative Currency L/C Borrowing ” means, with respect to each Alternative Currency Revolving Credit Facility, an extension of credit thereunder resulting from a drawing under any Alternative Currency Letter of Credit that has not been reimbursed on the applicable Honor Date or refinanced as an Alternative Currency Revolving Credit Borrowing. All Alternative Currency L/C Borrowings shall be denominated in Dollars.

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“ Alternative Currency L/C Credit Extension ” means, with respect to each Alternative Currency Revolving Credit Facility, and with respect to any Alternative Currency Letter of Credit thereunder, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

“ Alternative Currency L/C Issuer ” means, with respect to each Alternative Currency Revolving Credit Facility, any Lender that becomes an Alternative Currency L/C Issuer thereunder in accordance with Section 2.03(l)(ii), Section 2.14(f), or 10.07(k), in each case, in its capacity as an issuer of Alternative Currency Letters of Credit thereunder, or any successor issuer of Alternative Currency Letters of Credit thereunder.

“ Alternative Currency L/C Obligations ” means, with respect to each Alternative Currency Revolving Credit Facility, as at any date of determination, the aggregate maximum amount then available to be drawn under all outstanding Alternative Currency Letters of Credit thereunder (whether or not (i) such maximum amount is then in effect under any such Alternative Currency Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Alternative Currency Letter of Credit or (ii) the conditions to drawing can then be satisfied) plus the aggregate of all Unreimbursed Amounts in respect of Alternative Currency Letters of Credit thereunder, including all Alternative Currency L/C Borrowings thereunder. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“ Alternative Currency Letter of Credit ” means, with respect to each Alternative Currency Revolving Credit Facility, a Letter of Credit denominated in Dollars or an Alternative Currency and issued thereunder pursuant to Section 2.03(a)(i)(B).

“ Alternative Currency Revolving Commitment Increase ” shall have the meaning specified in Section 2.14(a).

“ Alternative Currency Revolving Commitment Increase Lender ” has the meaning specified in Section 2.14(f).

“ Alternative Currency Revolving Credit Borrowing ” means, with respect to each Alternative Currency Revolving Credit Facility, a borrowing consisting of Alternative Currency Revolving Credit Loans thereunder of the same Type, denominated in the same currency and having the same Interest Period made by each of the Alternative Currency Revolving Credit Lenders thereunder pursuant to Section 2.01(b)(ii).

“ Alternative Currency Revolving Credit Commitment ” means, with respect to each Alternative Currency Revolving Credit Facility, and as to each Alternative Currency

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Revolving Credit Lender thereunder, its obligation to (a) make Alternative Currency Revolving Credit Loans to the Borrower pursuant to Section 2.01(b)(ii) and (b) purchase participations in Alternative Currency L/C Obligations thereunder, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01A under the caption “Alternative Currency Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement, including to conform to any Alternative Currency Revolving Credit Increase made pursuant to Section 2.14. The aggregate Dollar Amount of all Alternative Currency Revolving Credit Commitments of all Alternative Currency Revolving Credit Lenders shall be zero on the Closing Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement, including pursuant to any applicable Alternative Currency Revolving Commitment Increase.

“ Alternative Currency Revolving Credit Exposure ” means, with respect to each Alternative Currency Revolving Credit Facility, as to each Alternative Currency Revolving Credit Lender thereunder, the sum of the Outstanding Amount of such Alternative Currency Revolving Credit Lender’s Alternative Currency Revolving Credit Loans and its Pro Rata Share of the Alternative Currency L/C Obligations thereunder at such time.

“ Alternative Currency Revolving Credit Facility ” means any one or more Revolving Credit Facilities established in accordance with Section 2.14, each denominated in a currency other than Dollars, and, as the context may require, at any time, the aggregate Dollar Amount of Alternative Currency Revolving Credit Commitments at such time outstanding under such Alternative Currency Revolving Credit Facility or Alternative Currency Revolving Credit Facilities.

“ Alternative Currency Revolving Credit Lender ” means, at any time, any Lender that has an Alternative Currency Revolving Credit Commitment at such time.

“ Alternative Currency Revolving Credit Loan ” has, with respect to each Alternative Currency Revolving Credit Facility, the meaning specified in Section 2.01(b)(ii).

“ Alternative Currency Revolving Credit Note ” means a promissory note of the Borrower payable to any Alternative Currency Revolving Credit Lender or its registered assigns, in substantially the form of Exhibit C-3 hereto, evidencing the aggregate Indebtedness of the Borrower to such Alternative Currency Revolving Credit Lender resulting from any Alternative Currency Revolving Credit Loans made by such Alternative Currency Revolving Credit Lender.

“ Annual Financial Statements ” means the consolidated balance sheets of the Company as of each of December 31, 2006 and 2005, and the related consolidated statements of income, shareholders’ equity and cash flows for the Company for the fiscal years ended December 31, 2006, 2005 and 2004.

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“ Applicable Commitment Fee Percentage ” means a percentage per annum as set forth below:

“ Applicable Premium ” means, as at any date upon which a prepayment is payable pursuant to Section 2.05(a)(i)(y) or Section 2.05(b)(ii), the present value at such date, computed using a discount rate equal to the Treasury Rate plus 0.50%, of all interest that would accrue (assuming the Borrower had selected consecutive three-month Interest Periods) on the applicable Repaid Tranche B-3 Loans from such date to the date that is three years following the Closing Date, computed using the Eurocurrency Rate for an Interest Period of three months plus the Applicable Rate in effect on such date.

“ Applicable Rate ” means a percentage per annum equal to (a) until delivery of financial statements for the fiscal quarter ending March 31, 2008, (i) for Eurocurrency Rate Loans that are Revolving Credit Loans, 2.75%, (ii) for Base Rate Loans that are Dollar Revolving Credit Loans, 1.75%, (iii) for Letter of Credit fees, 2.75% less the fronting fee, payable in respect of the applicable outstanding Letter of Credit, (iv) for Eurocurrency Rate Loans that are Term Loans, 2.75% and (v) for Base Rate Loans that are Term Loans, 1.75%, and (b) thereafter, the following percentages per annum, based upon the Senior Secured Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a):

Any increase or decrease in the Applicable Rate resulting from a change in the Senior Secured Leverage Ratio shall become effective as of the first Business Day immediately following the date on which a Compliance Certificate is delivered pursuant to Section 6.02(a); provided that

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the highest pricing level shall apply as of the first Business Day after the date on which a Compliance Certificate was required to have been delivered but was not delivered, and shall continue to so apply to and including the date on which such Compliance Certificate is so delivered (and thereafter the pricing level otherwise determined in accordance with this definition shall apply).

Notwithstanding anything to the contrary contained above in this definition or elsewhere in this Agreement, if it is subsequently determined that the Senior Secured Leverage Ratio set forth in any Compliance Certificate delivered to the Administrative Agent is inaccurate for any reason and the result thereof is that the Lenders received interest or fees for any period based on an Applicable Rate that is less than the rate that would have been applicable had the Senior Secured Leverage Ratio been accurately determined, then, for all purposes of this Agreement, the “Applicable Rate” for any day occurring within the period covered by such Compliance Certificate shall retroactively be deemed to be the relevant percentage as based upon the accurately determined Senior Secured Leverage Ratio for such period, and any shortfall in the interest or fees theretofore paid by the Borrower for the relevant period pursuant to Sections 2.08 and 2.09 as a result of the miscalculation of the Senior Secured Leverage Ratio shall be deemed to have accrued at the time the interest or fees for such period were required to be paid pursuant to this Agreement and shall be required to be paid to the Administrative Agent within five days following such subsequent determination, after which such failure to pay shall constitute a Default.

“ Applicable Tax Refund ” has the meaning specified in Section 3.01(h).

“ Applicable Time ” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the Alternative Currency L/C Issuer, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

“ Appropriate Lender ” means, at any time, (a) with respect to Loans of any Class, the Lenders of such Class, (b) with respect to any Letters of Credit, (i) the relevant L/C Issuer and (ii)(x) with respect to any Dollar Letters of Credit issued pursuant to Section 2.03(a), the Dollar Revolving Credit Lenders and (y) with respect to any Alternative Currency Letters of Credit issued pursuant to Section 2.03(a), the applicable Alternative Currency Revolving Credit Lenders and (c) with respect to the Swing Line Facility, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Dollar Revolving Credit Lenders.

“ Approved Fund ” means, with respect to any Lender, any Fund that is administered, advised or managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages such Lender.

“ Arrangers ” means Goldman Sachs Credit Partners L.P. and Citigroup Global Markets Inc., each in its capacity as a Joint Lead Arranger under this Agreement.

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“ Assignees ” has the meaning specified in Section 10.07(b)(i).

“ Assignment and Assumption ” means an Assignment and Assumption substantially in the form of Exhibit E or any other form approved by the Administrative Agent.

“ Attorney Costs ” means all reasonable fees, expenses and disbursements of any law firm or other external legal counsel.

“ Attributable Indebtedness ” means, on any date, in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.

“ Auto-Renewal Letter of Credit ” has the meaning specified in Section 2.03(b)(iii).

“ Available Amount ” means, at any time (the “ Reference Date ”), the sum of:

(i) an amount (which amount shall not be less than zero) equal to the greater of (A) 50% of Consolidated Net Income of the Company, the Borrower and the Restricted Subsidiaries for the Available Amount Reference Period and (B)(x) the cumulative amount of Excess Cash Flow of the Company, the Borrower and the Restricted Subsidiaries for the Available Amount Reference Period minus (y) the portion of such Excess Cash Flow that has been (or is required to be) applied to the prepayment of Term Loans in accordance with Section 2.05(b)(i); plus

(ii) other than for purposes of determining the amount of Restricted Payments permitted to be made pursuant to Section 7.06(l)(y), the aggregate amount of Retained Declined Proceeds retained by the Borrower during the period from and including the Business Day immediately following the Closing Date through and including the Reference Date; provided, however , that notwithstanding anything herein to the contrary, any amount of Retained Declined Proceeds (x) from the Net Cash Proceeds of Permitted Subordinated Notes or (y) related to the proceeds resulting from the contribution of additional Securitization Assets permitted by Section 7.02(x)(i), any disposition of Securitization Assets permitted by Section 7.05(q) or Section 7.08(r) or otherwise in connection with any Qualified Securitization Financing shall not be added to the Available Amount); plus

(iii) to the extent not (A) already included in the calculation of Consolidated Net Income of the Company, the Borrower and the Restricted Subsidiaries or (B) already reflected as a return of capital with respect to such Investment for purposes of determining the amount of such Investment, the aggregate amount of all cash dividends and other cash distributions received by the Company, the Borrower or any Restricted Subsidiary from any Minority Investments or Unrestricted Subsidiaries during the period from the Business Day immediately following the Closing Date through the Reference Date; plus

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(iv) to the extent not (A) already included in the calculation of Consolidated Net Income of the Company, the Borrower and the Restricted Subsidiaries or (B) already reflected as a return of capital with respect to such Investment for purposes of determining the amount of such Investment, the aggregate amount of all cash repayments of principal received by the Company, the Borrower or any Restricted Subsidiary from any Minority Investments or Unrestricted Subsidiaries during the period from the Business Day immediately following the Closing Date through the Reference Date in respect of loans or advances made by the Company, the Borrower or any Restricted Subsidiary to such Minority Investments or Unrestricted Subsidiaries; plus

(v) to the extent not (A) already included in the calculation of Consolidated Net Income of the Company, the Borrower and the other Restricted Subsidiaries, (B) already reflected as a return of capital with respect to such Investment for purposes of determining the amount of such Investment or (C) required to be applied to prepay Term Loans in accordance with Section 2.05(b)(ii), the aggregate amount of all Net Cash Proceeds received by the Company, the Borrower or any Restricted Subsidiary in connection with the sale, transfer or other disposition of its ownership interest in any Minority Investment or Unrestricted Subsidiary during the period from the Business Day immediately following the Closing Date through the Reference Date; minus

(vi) the aggregate amount of any Investments made pursuant to any of Section 7.02(d)(iv)(B)(y), Section 7.02(j)(B)(y) and Section 7.02(o)(y), any Restricted Payment made pursuant to Section 7.06(l)(y) and any payment made pursuant to Section 7.12(a)(iv)(II) during the period commencing on the Closing Date and ending on the Reference Date (and, for purposes of this clause (vi), without taking into account the intended usage of the Available Amount on such Reference Date).

“ Available Amount Reference Period ” means, with respect to any Reference Date, the period commencing on October 1, 2007 and ending on the last day of the most recent fiscal quarter or fiscal year, as applicable, for which financial statements required to be delivered pursuant to Section 6.01(a) or Section 6.01(b), and the related Compliance Certificate required to be delivered pursuant to Section 6.02(a), have been received by the Administrative Agent.

“ Available Equity Amount ” means, at any time (the “ Available Equity Amount Reference Date ”), the amount of any capital contributions or Net Cash Proceeds from Permitted Equity Issuances (or issuances of debt securities that have been converted into or exchanged for Qualified Equity Interests) (other than the Equity Contribution, any Cure Amount or the proceeds of any Equity Offering used to repay Term Loans pursuant to the last sentence of Section 2.05(a)(i)(y)) received or made by the Borrower (or the Company or any direct or indirect parent company thereof and contributed by such parent company to the Company and, thereafter, the Borrower) during the period from and including the Business Day immediately following the Closing Date through and including the Available Equity Amount Reference Date, minus the aggregate amount of any Investments made pursuant to any of Section 7.02(d)(iv)(B)(z), Section 7.02(j)(B)(z) and Section 7.02(o)(z), any Restricted Payment made

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pursuant to Section 7.06(l)(z) and any payment made pursuant to Section 7.12(a)(iv)(III) during the period commencing on the Closing Date and ending on the Available Equity Amount Reference Date (and, for purposes of this subtraction, without taking account of the intended usage of the Available Equity Amount on such Available Equity Amount Reference Date).

“ Base Rate ” means, for any day, a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by the Administrative Agent as its “prime rate.” The “prime rate” is a rate set by the Administrative Agent based upon various factors including the Administrative Agent’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by the Administrative Agent shall take effect at the opening of business on the day specified in the public announcement of such change.

“ Base Rate Loan ” means a Loan that bears interest based on the Base Rate.

“ Borrower ” has the meaning specified in the introductory paragraph to this Agreement.

“ Borrowing ” means a Revolving Credit Borrowing, a Swing Line Borrowing, a Term Borrowing or a Delayed Draw Term Borrowing, as the context may require.

“ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the jurisdiction where the Administrative Agent’s Office is located and:

(a) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, also means any such day on which dealings in deposits in Dollars are conducted by and between banks in the London interbank eurodollar market;

(b) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Euros, any fundings, disbursements, settlements and payments in Euros in respect of any such Eurocurrency Rate Loan, or any other dealings in Euros to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, also means a TARGET Day;

(c) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euros, also means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable offshore interbank market for such currency; and

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(d) if such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euros in respect of a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euros, or any other dealings in any currency other than Dollars or Euros to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan (other than any interest rate settings), also means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency.

“ Capital Expenditures ” means, for any period, (a) the aggregate of all expenditures (whether paid in cash or accrued as liabilities and including in all events all amounts expended or capitalized under Capitalized Leases) by the Company, the Borrower and the Restricted Subsidiaries during such period that, in accordance with GAAP, are or are required to be included as additions to property, plant and equipment or as capital expenditures on the consolidated statement of cash flows of the Company, the Borrower and the Restricted Subsidiaries and (b) Capitalized Software Expenditure.

“ Capitalized Lease Obligation ” means, at the time any determination thereof is to be made, the amount of the liability in respect of a Capitalized Lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP.

“ Capitalized Leases ” means all leases that have been or are required to be, in accordance with GAAP, recorded as capitalized leases; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability in accordance with GAAP.

“ Capitalized Software Expenditures ” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by the Company, the Borrower and the Restricted Subsidiaries during such period in respect of licensed or purchased software or internally developed software and software enhancements that, in accordance with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of the Company, the Borrower and the Restricted Subsidiaries.

“ Cash Collateral ” has the meaning specified in Section 2.03(g).

“ Cash Collateral Account ” means a blocked account at Citibank (or any successor Administrative Agent) in the name of the Administrative Agent and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner satisfactory to the Administrative Agent.

“ Cash Collateralize ” has the meaning specified in Section 2.03(g).

“ Cash Equivalents ” means any of the following types of Investments, to the extent owned by the Company, the Borrower or any Restricted Subsidiary:

(1) Dollars;

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(2) Canadian Dollars, Yen, Sterling or Euros;

(3) securities issued or directly and fully and unconditionally guaranteed or insured by the United States government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

(4) certificates of deposit, time deposits and eurodollar time deposits with maturities of two years or less from the date of acquisition, bankers’ acceptances with maturities not exceeding two years and overnight bank deposits, in each case with any domestic or foreign commercial bank having capital and surplus of not less than $500,000,000 in the case of U.S. banks and $100,000,000 (or the Dollar equivalent as of the date of determination) in the case of non-U.S. banks;

(5) repurchase obligations for underlying securities of the types described in clauses (3), (4) and (7) entered into with any financial institution meeting the qualifications specified in clause (4) above;

(6) commercial paper rated at least P-2 by Moody’s or at least A-2 by S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally-recognized statistical rating agency selected by the Borrower) and in each case maturing within 12 months after the date of creation thereof;

(7) marketable short-term money market and similar funds having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally-recognized statistical rating agency selected by the Borrower);

(8) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally-recognized statistical rating agency selected by the Borrower) with maturities of 24 months or less from the date of acquisition;

(9) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally-recognized statistical rating agency selected by the Borrower); and

(10) investment funds investing at least 90% of their assets in securities of the types described in clauses (1) through (9) above.

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In the case of Investments by any Foreign Subsidiary that is a Restricted Subsidiary, Cash Equivalents shall also include (i) investments of the type and maturity described in clauses (1) through (10) above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (ii) local currencies and other short-term investments utilized by Foreign Subsidiaries that are Restricted Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments in clauses (1) through (10) and in this paragraph.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above; provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“ Cash Management Bank ” means any Person that is a Lender or an Affiliate of a Lender at the time it provides any Cash Management Services, whether or not such Person subsequently ceases to be a Lender or an Affiliate of a Lender.

“ Cash Management Obligations ” means obligations owed by the Company, the Borrower or any Restricted Subsidiary to any Cash Management Bank in respect of or in connection with any Cash Management Services.

“ Cash Management Services ” means any agreement or arrangement to provide cash management services, including treasury, depository, overdraft, credit or debit card, purchase card, electronic funds transfer and other cash management arrangements.

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

“ Change of Control ” means the earliest to occur of:

(a)(i) at any time prior to the consummation of a Qualifying IPO, (A) the Permitted Holders ceasing to own, in the aggregate, directly or indirectly, beneficially and of record, at least thirty-five percent (35%) of the then outstanding voting stock of the Company; or (B) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person and its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), excluding the Permitted Holders, becomes the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of more than the percentage of the then outstanding voting stock of the Company owned, directly or indirectly, beneficially and of record, by the Permitted Holders; or

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(ii) at any time after the consummation of a Qualifying IPO, any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person and its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), excluding the Permitted Holders, becomes the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of more than the greater of (x) thirty-five percent (35%) of the then outstanding voting stock of the Company and (y) the percentage of the then outstanding voting stock of the Company owned, directly or indirectly, beneficially and of record, by the Permitted Holders; or

(iii) Continuing Directors shall not constitute at least a majority of the board of directors of the Company;

unless, in the case of either clause (a)(i) or (a)(ii) above, the Permitted Holders have, at such time, the right or the ability by voting power, contract or otherwise to elect or designate for election at least a majority of the board of directors of the Company; or

(b) any “Change of Control” (or any comparable term) under any Senior Exchange Notes Indenture, any Senior Interim Loan Credit Agreement or any Refinanced Bridge Indebtedness Documentation; or

(c) subject to Section 7.04, the Borrower ceases to be a direct wholly owned Subsidiary of the Company.

“ Citi ” means Citigroup Global Markets Inc., Citibank, Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates as Citi shall determine to be appropriate to provide the services contemplated herein.

“ Citibank ” means Citibank, N.A.

“ Class ”, (a) when used with respect to Lenders, refers to whether such Lenders are Dollar Revolving Credit Lenders, Alternative Currency Revolving Credit Lenders under a given Alternative Currency Revolving Credit Facility, Initial Term Lenders, Initial Tranche B-1 Term Loan Lenders, Initial Tranche B-2 Term Loan Lenders, Initial Tranche B-3 Term Loan Lenders or Delayed Draw Term Lenders, (b) when used with respect to Commitments, refers to whether such Commitments are Dollar Revolving Credit Commitments, Alternative Currency Revolving Credit Commitments under a given Alternative Currency Revolving Credit Facility, Initial Term Commitments, Initial Tranche B-1 Term Loan Commitments, Initial Tranche B-2 Term Loan Commitments, Initial Tranche B-3 Term Loan Commitments, Delayed Draw Term Loans or Delayed Draw Term Commitments, and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Dollar Revolving Credit Loans, Alternative Currency Revolving Credit Loans under a given Alternative Currency Revolving Credit Facility, Initial Term Loans, Initial Tranche B-1 Term Loans, Initial Tranche B-2 Term Loans, Initial Tranche B-3 Term Loans or Delayed Draw Term Loans, Incremental Term Loans or Swingline Loans.

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“ Closing Date ” means the first date on which all the conditions precedent in Section 4.01 are satisfied or waived in accordance with the terms thereof.

“ Closing Distribution ” has the meaning specified in the preliminary statements to this Agreement.

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended from time to time, and the regulations thereunder.

“ Collateral ” means all the “Collateral” (or equivalent term) as defined in any Collateral Document and shall include the Mortgaged Properties.

“ Collateral and Guarantee Requirement ” means, at any time, the requirement that:

(a) the Administrative Agent shall have received each Collateral Document required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) or pursuant to Section 6.11 or Section 6.13 at such time, duly executed by each Loan Party thereto;

(b) all Obligations shall have been unconditionally guaranteed by the Company and each Restricted Subsidiary that is a wholly owned Material Domestic Subsidiary and not an Excluded Subsidiary, including those listed on Schedule I hereto, each, a “ Guarantor ” and collectively, the “ Guarantors ”);

(c) the Obligations and the Guaranty shall have been secured by a first-priority security interest in all Equity Interests held by any Loan Party (other than the Company) other than any Excluded Security (as defined in the Security Agreement), in each case of this clause (c) to the extent not prohibited by applicable Law or contractual arrangements as in effect on the Closing Date or at the time such Equity Interests are acquired or otherwise required to be pledged pursuant to the terms hereof and the terms of the Security Agreement (and any replacement, renewal, extension or amendment thereto) and to the extent that a pledge of security interests in such Equity Interests would not result in adverse tax or accounting consequences as reasonably determined by the Borrower;

(d) except to the extent otherwise provided hereunder or under any Collateral Document, the Obligations and the Guaranty shall have been secured by a perfected (subject to any Liens permitted by Section 7.01) security interest (to the extent that such security interest may be perfected by delivering certificated securities instruments, filing financing statements under the Uniform Commercial Code or making any necessary filings with the United States Patent and Trademark Office or United States Copyright Office) in substantially all tangible and intangible personal property of the Borrower and each Guarantor (other than the Company) (including accounts (other than deposit accounts or other bank or securities accounts and any Securitization Assets), inventory, equipment, investment property, contract rights, intellectual property, other general intangibles, and proceeds of the foregoing), in each case, with the priority required by the Collateral Documents;

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(e) none of the Collateral shall be subject to any Liens other than Liens permitted by Section 7.01; and

(f) the Administrative Agent shall have received (and in the case of the properties listed on Schedule 1.01E, shall have received within sixty (60) days after the Closing Date, unless extended or waived in the Administrative Agent’s discretion) all of the required deliveries as more particularly set forth in Section 6.13(b).

The foregoing definition shall not require the creation or perfection of pledges of or security interests in, or the obtaining of title insurance or surveys with respect to, particular assets if and for so long as, in the reasonable judgment of the Administrative Agent and the Borrower, the cost of creating or perfecting such pledges or security interests in such assets or obtaining title insurance or surveys in respect of such assets shall be excessive in view of the benefits to be obtained by the Lenders therefrom.

The Administrative Agent may grant extensions of time for the perfection of security interests in or the obtaining of title insurance and surveys with respect to particular assets (including extensions beyond the Closing Date for the perfection of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with the Borrower, that perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral Documents.

In addition, nothing in this Agreement or the foregoing definition shall require the creation or perfection of any pledge of, or security in, any property or asset of the Company.

“ Collateral Documents ” means, collectively, the Security Agreement, the Intellectual Property Security Agreement, the Mortgages, the Perfection Certificate, each of the mortgages, collateral assignments, Security Agreement Supplements, security agreements, pledge agreements or other similar agreements delivered to the Administrative Agent and the Lenders pursuant to Section 4.01(a)(iii), Section 6.11 or Section 6.13, the Guaranty and each of the other agreements, instruments or documents that creates or purports to create a Lien or Guarantee in favor of the Administrative Agent for the benefit of the Secured Parties.

“ Commitment ” means an Initial Term Commitment, an Initial Tranche B-1 Term Loan Commitment, an Initial Tranche B-2 Term Loan Commitment, an Initial Tranche B-3 Term Loan Commitment, a Delayed Draw Term Commitment or a Revolving Credit Commitment, in each case, as the context may require.

“ Commitment Letter ” means that certain commitment letter, dated May 20, 2007, among Citigroup Global Markets, Inc., Goldman Sachs Credit Partners L.P., Barclays Bank PLC, The Royal Bank of Scotland plc, RBS Securities Corporation and Atlantis Holdings LLC.

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“ Committed Loan Notice ” means a notice of (a) an Initial Term Borrowing, (b) a Delayed Draw Term Borrowing, (c) a Revolving Credit Borrowing, (d) a conversion of Loans from one Type to the other, or (e) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A-1 .

“ Communications ” has the meaning specified in Section 10.09(a).

“ Communications Act ” means the Communications Act of 1934, as amended, and any successor federal statute, and the rules and regulations and published policies of the FCC thereunder, all as the same may be in effect from time to time.

“ Communications Laws ” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority that are designed or intended to regulate the communications or telecommunications industry with respect to the use of radio frequencies and/or the provision of communications or telecommunications services.

“ Communications Licenses ” means all authorizations, licenses, permits and franchises and similar forms of authority granted or assigned to the Borrower, the Company or any of their respective Subsidiaries by any Governmental Authority with respect to the use of radio frequencies and/or the provision of communications or telecommunications services.

“ Company ” has the meaning specified in the introductory paragraph to this Agreement.

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

“ Consolidated Depreciation and Amortization Expense ” means, for any period, the total amount of depreciation and amortization expense of the Company, the Borrower and any Restricted Subsidiary, including the amortization of deferred financing fees or costs and Capitalized Software Expenditures for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“ Consolidated EBITDA ” means, for any period, the Consolidated Net Income for such period:

(a) increased (without duplication) by the following:

(i) provision for taxes based on income or profits or capital, including federal, state, franchise, excise and similar taxes and foreign withholding taxes of such Person paid or accrued during such period, including any penalties and

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interest relating to any tax examinations, to the extent that the same were taken into account in calculating such Consolidated Net Income and the net tax expense associated with any adjustments made pursuant to clauses (a) through (i) of the definition of “Consolidated Net Income”; plus

(ii) total interest expense of the Company, the Borrower and the Restricted Subsidiaries for such period and, to the extent not reflected in such total interest expense, any losses with respect to obligations under any Swap Contracts or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains with respect to such obligations, bank fees and costs of surety bonds in connection with financing activities, to the extent the same were deducted (and not added back) in calculating such Consolidated Net Income; plus

(iii) Consolidated Depreciation and Amortization Expense of the Company, the Borrower and the Restricted Subsidiaries for such period to the extent deducted (and not added back) in computing Consolidated Net Income; plus

(iv) the amount of any restructuring charges, integration and facilities opening costs or other business optimization expenses (including cost and expenses relating to business optimization programs and new systems design and implementation costs), one-time costs or accruals or reserves incurred in connection with acquisitions made after the Closing Date, project start-up costs, costs related to the closure and/or consolidation of facilities, in each case to the extent deducted (and not added back) in such period in computing such Consolidated Net Income; plus

(v) any other non-cash charges, including any write-offs or write-downs reducing such Consolidated Net Income for such period ( provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

(vi) the amount of any minority interest expense consisting of Subsidiary income attributable to minority interests of third parties in any non-wholly owned Subsidiary to the extent deducted (and not added back) in such period in calculating such Consolidated Net Income; plus

(vii) (x) the amount of annual management and monitoring fees and related indemnities and expenses paid or accrued in such period to the Sponsors pursuant to the Sponsor Management Agreement; provided that any amendment or modification to the Sponsor Management Agreement that increases the amount of any such fees in excess of the aggregate amount permitted to be paid pursuant

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to the Sponsor Management Agreement as in effect on the date hereof shall be reasonably satisfactory to the Administrative Agent, and (y) the amount of customary payments by the Borrower and any Restricted Subsidiary to the Sponsors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisition or divestitures) permitted under Section 7.08(l) (including termination fees) and related indemnities and expenses paid or accrued to the Sponsors, to the extent that any such amount described in clauses (x) and (y) is deducted (and not added back) in such period in computing such Consolidated Net Income; plus

(viii) extraordinary losses and unusual or non-recurring charges (including any unusual or non-recurring operating expenses attributable to the implementation of cost-savings initiatives or any extraordinary losses and unusual or non-recurring charges or expenses attributable to legal and judgment settlements), severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans, to the extent that such losses, charges or expenses are deducted (and not added back) in such period in computing such Consolidated Net Income; plus

(ix) the amount of “run-rate” cost savings projected by the Company in good faith to result from actions either taken or expected to be taken within 12 months after the end of such period (which cost savings shall be subject only to certification by management of the Company and calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized from such actions (it is understood and agreed that “run-rate” means the full recurring benefit for a period that (A) is associated with any action taken or expected to be taken; provided that some portion of such benefit is expected to be realized within 12 months following taking such action), (B) no cost savings shall be added pursuant to this clause (ix) to the extent duplicative of any expenses or charges relating to such cost savings that are included in clause (iv) above with respect to such period and (C) the aggregate amount of cost savings added pursuant to this clause (ix) shall not exceed $150,000,000 for any Test Period (which adjustments may be incremental to any Pro Forma Adjustments); plus

(x) the amount of loss on sales of Securitization Assets to any Securitization Subsidiary in connection with a Qualified Securitization Financing; plus

(xi) any costs or expense incurred by the Company, the Borrower or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, any stock subscription or shareholder agreement or any distributor equity plan or agreement,

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to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Company or the Borrower or net cash proceeds of an issuance of Equity Interests of the Company or the Borrower (other than Disqualified Equity Interests); plus

(xii) any net loss from disposed or discontinued operations; plus

(xiii) to the extent covered by insurance and actually reimbursed (and not included in Consolidated Net Income), or, so long as the Borrower has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (A) not denied by the applicable carrier in writing within 180 days, and (B) in fact reimbursed within 365 days, in each case of (A) and (B) following the date of the insurable event (with a deduction for any amount so added back to the extent not so reimbursed within such 365-day period), expenses with respect to liability or casualty events or business interruption; plus

(xiv) to the extent not covered under clause (viii) above, (A) all Expenses Relating to an Unplanned Network Outage in an aggregate amount not to exceed $100,000,000 in any Fiscal Year and (B) solely for purposes of calculating “Consolidated EBITDA” for purposes of Section 7.15, all EBITDA Lost as a Result of an Unplanned Network Outage, in each case of (A) and (B) net of the proceeds of any business interruption insurance;

(b) decreased (without duplication) by the following, in each case to the extent included in determining Consolidated Net Income for such period:

(i) any non-cash gains increasing Consolidated Net Income for such period, excluding (A) any non-cash gains to the extent that they represent the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period and (B) any non-cash gains with respect to cash actually received in a prior period unless such cash did not increase Consolidated EBITDA in such prior period; plus

(ii) any net income from disposed or discontinued operations or from operations expected to be disposed of or discontinued within twelve months after the end of such period; plus

(iii) extraordinary gains and unusual or non-recurring gains;

provided that

(I) to the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA currency translation gains and losses related to currency remeasurements of Indebtedness or

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intercompany balances (including the net loss or gain resulting from Hedge Agreements for currency exchange risk) or currency remeasurements of assets and liabilities denominated in an entity’s non-functional currency that would cause remeasurement gains or losses,

(II) to the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA for any period any adjustments resulting from the application of Statement of Financial Accounting Standards No. 133, and

(III) there shall be included in determining Consolidated EBITDA for any period, without duplication, (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Company, the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by the Company, the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “ Acquired Entity or Business ”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each a “ Converted Restricted Subsidiary ”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes of the definition of the term “Permitted Acquisition,” an adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent and (C) there shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset sold, transferred or otherwise disposed of, closed or classified as discontinued operations by the Company, the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “ Sold Entity or Business ”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “ Converted Unrestricted Subsidiary ”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition).

Notwithstanding anything to the contrary contained herein and subject to adjustment as provided in the immediately preceding paragraph with respect to acquisitions and dispositions occurring following the Closing Date, Consolidated EBITDA shall be $820,200,000 for the fiscal quarter ended September 30, 2007, $783,600,000 for the fiscal quarter ended June 30, 2007, $719,500,000 for the fiscal quarter ended March 31, 2007 and $702,800,000 for the fiscal quarter ended December 31, 2006.

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“ Consolidated Net Income ” means, for any period, the aggregate of the Net Income of the Company, the Borrower and the Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP; provided , however , that, without duplication,

(a) the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies during such period shall be excluded,

(b) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Company shall be increased by the amount of dividends or distributions that are actually paid in cash (or to the extent converted into cash) to the Company, the Borrower or any Restricted Subsidiary in respect of such period,

(c) effects of non-cash adjustments (including the effects of such adjustments pushed down to the Company, the Borrower and the Restricted Subsidiaries) in the inventory, property and equipment, software, goodwill, other intangible assets, in-process research and development, deferred revenue, debt line items and other charges in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of recapitalization accounting or, if applicable, purchase accounting in relation to the Transaction or any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,

(d) any after-tax effect of income (loss) from the early extinguishment of (i) Indebtedness, (ii) obligations under any Swap Contracts or (iii) other derivative instruments shall be excluded,

(e) any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP shall be excluded,

(f) any non-cash compensation expense resulting from the application of Statement of Financial Accounting Standards No. 123R shall be excluded,

(g) any fees, expenses or charges incurred during such period, or any amortization thereof for such period, in connection with any acquisition, investment, asset disposition, incurrence or repayment of indebtedness (including such fees, expenses or charges related to the offering of the Senior Exchange Notes, the Senior Interim Loans,

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the Loans and any credit facilities), issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (including any amendment or other modification of the Senior Exchange Notes, the Senior Interim Loans, the Loans and any credit facilities) and including, in each case, any such transaction consummated prior to the Closing Date and any such transaction undertaken but not completed (including any transactions undertaken, whether consummated or not prior to the Closing Date, in connection with the Transactions), and any charges or non-recurring merger costs incurred during such period as a result of any such transaction, in each case whether or not successful, shall be excluded,

(h) accruals and reserves that are established within twelve months after the Closing Date that are so required to be established as a result of the Transaction in accordance with GAAP shall be excluded,

(i) after-tax losses or gains on asset sales (other than asset sales made in the ordinary course of business) shall be excluded,

(j) solely for purposes of determining the Available Amount and Excess Cash Flow, the net income for such period of any Restricted Subsidiary (other than any Loan Party) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of its net income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to such Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived; provided that Consolidated Net Income will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the Company, the Borrower or any Restricted Subsidiary in respect of such period, to the extent not already included therein.

In addition, to the extent not already included in the Consolidated Net Income of the Company, the Borrower and the Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include the amount of proceeds received from business interruption insurance and reimbursements of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any investment or any sale, conveyance, transfer or other disposition of assets permitted hereunder.

“ Consolidated Senior Secured Debt ” means, as of any date of determination, the aggregate principal amount of Consolidated Total Debt outstanding on such date that is secured by a Lien on any asset or property of the Company, the Borrower or any Restricted Subsidiary.

“ Consolidated Total Debt ” means, as of any date of determination, (i) the aggregate principal amount of Indebtedness of the types described in clause (a), clause (b), clause (c) (but, in the case of clause (c), only to the extent of any unreimbursed drawings under

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any letter of credit) and clause (g) of the definition of “Indebtedness”, in each case actually owing by the Company, the Borrower and the Restricted Subsidiaries on such date and to the extent appearing on the balance sheet of the Company determined on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of recapitalization accounting or, if applicable, purchase accounting in connection with the Transaction or any Permitted Acquisition), minus (ii) the aggregate amount of Cash Equivalents (in each case, free and clear of all Liens, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01(s) and clauses (i) and (ii) of Section 7.01(t)) included in the cash and cash equivalents amounts listed on the consolidated balance sheet of the Company, the Borrower and the Restricted Subsidiaries as at such date; provided that, for the avoidance of doubt, Consolidated Total Debt shall not include Indebtedness in respect of any Qualified Securitization Financing and obligations under Swap Contracts.

“ Consolidated Working Capital ” means, at any date, the excess of (a) the sum of (i) all amounts (other than cash and Cash Equivalents) that would, in accordance with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Company, the Borrower and the Restricted Subsidiaries on such date and (ii) long-term accounts receivable over (b) the sum of (i) all amounts that would, in accordance with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the Company, the Borrower and the Restricted Subsidiaries on such date and (ii) long-term deferred revenue, but excluding, without duplication, (a) the current portion of any Funded Debt, (b) all Indebtedness consisting of Revolving Credit Loans, Swing Line Loans and L/C Obligations to the extent otherwise included therein, (c) the current portion of interest, (d) the current portion of current and deferred income taxes and (e) the current portion of any Capitalized Lease Obligations.

“ Continuing Directors ” means, at any date of determination, an individual (a) who is a member of the board of directors of the Company on the date hereof, (b) who, as of the date of determination, has been a member of such board of directors for at least the twelve preceding months, (c) who has been nominated to be a member of such board of directors, directly or indirectly, by any Sponsor or Persons nominated by a Sponsor or (d) who has been nominated to be a member of such board of directors by a majority of the other Continuing Directors then in office.

“ Contract Consideration ” has the meaning specified in the definition of “Excess Cash Flow.”

“ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“ Control ” has the meaning specified in the definition of “Affiliate.”

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“ Converted Restricted Subsidiary ” has the meaning specified in the definition of “Consolidated EBITDA.”

“ Converted Unrestricted Subsidiary ” has the meaning specified in the definition of “Consolidated EBITDA.”

“ Credit Extension ” means a Borrowing or an L/C Credit Extension, as the context requires.

“ Credit Facility ” shall mean any of the Initial Term Loans, the Delayed Draw Term Loans, any Incremental Term Loans and the Revolving Credit Facility.

“ Cure Amount ” has the meaning specified in Section 8.04(a).

“ Cure Right ” has the meaning specified in Section 8.04(a).

“ Debt Tender Documents ” means the Borrower’s and ALLTEL Ohio Limited Partnership’s Offer to Purchase and Consent Solicitation Statement dated October 15, 2007 with respect to the Existing Retired Notes, and the related Letter of Transmittal and Consent.

“ Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“ Declined Proceeds ” has the meaning specified in Section 2.05(b)(vi).

“ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“ Default Rate ” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate applicable to Base Rate Loans plus (c) 2.0% per annum; provided that with respect to a Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate and Mandatory Cost) otherwise applicable to such Loan plus 2.0% per annum, in each case, to the fullest extent permitted by applicable Laws.

“ Defaulting Lender ” means any Lender that (a) has failed to fund any portion of the Term Loans, Revolving Credit Loans, participations in L/C Obligations or participations in Swing Line Loans required to be funded by it hereunder within one (1) Business Day following the date required to be funded by it hereunder, unless the subject of a good faith dispute (or a good faith dispute that is subsequently cured), (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one (1) Business Day following the date when due, unless the subject of a good faith dispute (or a good faith dispute that is subsequently cured), (c) has been deemed insolvent or

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become the subject of a bankruptcy or insolvency proceeding or (d) has notified the Borrower and/or the Administrative Agent in writing of any of the foregoing (including any written certification of its intent not to comply with its obligations under Article II).

“ Delayed Draw Term Borrowing ” means a borrowing solely in Dollars consisting of Delayed Draw Term Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Delayed Draw Term Lenders pursuant to Section 2.01(a)(ii).

“ Delayed Draw Term Commitment ” means, as to each Delayed Draw Term Lender, its obligation to make a Delayed Draw Term Loan to the Borrower pursuant to Section 2.01(a)(ii) in an aggregate amount not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01C under the caption “Delayed Draw Term Commitment” or in the Assignment and Assumption pursuant to which such Delayed Draw Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The initial aggregate amount of the Delayed Draw Term Commitments is $750,000,000.

“ Delayed Draw Term Commitment Expiration Date ” means the earliest to occur of (w) the first anniversary of the Closing Date, (x) an earlier date specified by the Sponsors in writing to the Administrative Agent, (y) the date immediately after the date on which the Delayed Draw Term Loans have been drawn upon by the Borrower for the fifth time and (z) the date on which the Delayed Draw Term Loan Commitments are reduced to zero.

“ Delayed Draw Term Lender ” means, at any time, any Lender that has a Delayed Draw Term Commitment or a Delayed Draw Term Loan at such time. From and after the date of any Borrowing of any Delayed Draw Term Loan, each Delayed Draw Term Lender shall be deemed an Initial Tranche B-1 Term Loan Lender hereunder, for all purposes.

“ Delayed Draw Term Loans ” means a Loan made pursuant to Section 2.01(a)(ii). From and after the date of any Borrowing of any Delayed Draw Term Loan, each Delayed Draw Term Loan shall be deemed an Initial Tranche B-1 Term Loan hereunder, for all purposes.

“ Delayed Draw Term Note ” means a promissory note of the Borrower payable to any Delayed Draw Term Lender or its registered assigns, in substantially the form of Exhibit C-1 hereto, evidencing the aggregate Indebtedness of the Borrower to such Delayed Draw Term Lender resulting from the Delayed Draw Term Loans made by such Delayed Draw Term Lender.

“ Designated Non-Cash Consideration ” means the Fair Market Value of non-cash consideration received by the Borrower or any Restricted Subsidiary in connection with a Disposition pursuant to Section 7.05(k) or Section 7.05(r) that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower, setting forth the basis of such valuation (which amount will be reduced by the Fair Market Value of the portion of the non-cash consideration converted to cash within 180 days following the consummation of the applicable Disposition).

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“ Disposed EBITDA ” means, with respect to any Sold Entity or Business or any Converted Unrestricted Subsidiary for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business or such Converted Unrestricted Subsidiary (determined using such definitions as if references to the Company, the Borrower and the Restricted Subsidiaries therein are to such Sold Entity or Business and its Subsidiaries or such Converted Unrestricted Subsidiary and its Subsidiaries, as the case may be), all as determined on a consolidated basis for such Sold Entity or Business or such Converted Unrestricted Subsidiary.

“ Disposition ” or “ Dispose ” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction and any sale of Equity Interests) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“ Disposition Prepayment Percentage ” has the meaning specified in Section 2.05(b)(ii)(A).

“ Disqualified Equity Interests ” means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable) or upon the happening of any event or condition, (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments and all outstanding Letters of Credit), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one days following the final Maturity Date of any Term Loans incurred hereunder; provided that if such Equity Interests are issued pursuant to a plan for the benefit of employees of the Company, the Borrower or any of the Restricted Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because it may be required to be repurchased by the Company, the Borrower or such Restricted Subsidiary in order to satisfy applicable statutory or regulatory obligations.

“ Documentation Agents ” means each of Barclays Bank PLC and The Royal Bank of Scotland plc, as a documentation agent under this Agreement.

“ Dollar ” and “ $ ” mean lawful money of the United States.

“ Dollar Amount ” means, at any time:

(a) with respect to an amount denominated in Dollars, such amount; and

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(b) with respect to an amount denominated in an Alternative Currency, an equivalent amount thereof in Dollars as determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.

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

“ Dollar L/C Borrowing ” means an extension of credit resulting from a drawing under any Dollar Letter of Credit that has not been reimbursed on the applicable Honor Date or refinanced as a Dollar Revolving Credit Borrowing.

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

“ Dollar L/C Issuer ” means Citibank and any other Lender that becomes a Dollar L/C Issuer in accordance with Section 2.03(l)(i) or 10.07(k), in each case, in its capacity as an issuer of Dollar Letters of Credit hereunder, or any successor issuer of Dollar Letters of Credit hereunder.

“ Dollar L/C Obligation ” means, as at any date of determination, the aggregate maximum amount then available to be drawn under all outstanding Dollar Letters of Credit (whether or not (i) such maximum amount is then in effect under any such Dollar Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Dollar Letter of Credit or (ii) the conditions to drawing can then be satisfied) plus the aggregate of all Unreimbursed Amounts in respect of Dollar Letters of Credit, including all Dollar L/C Borrowings. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“ Dollar Letter of Credit ” means a Letter of Credit denominated in Dollars and issued pursuant to Section 2.03(a)(i)(A).

“ Dollar Revolving Commitment Increase ” shall have the meaning specified in Section 2.14(a).

“ Dollar Revolving Commitment Increase Lender ” has the meaning specified in Section 2.14(f).

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“ Dollar Revolving Credit Borrowing ” means a borrowing consisting of Dollar Revolving Credit Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Dollar Revolving Credit Lenders pursuant to Section 2.01(b)(i).

“ Dollar Revolving Credit Commitment ” means, as to each Dollar Revolving Credit Lender, its obligation to (a) make Dollar Revolving Credit Loans to the Borrower pursuant to Section 2.01(b)(i), (b) purchase participations in Dollar L/C Obligations in respect of Dollar Letters of Credit and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth, and opposite such Lender’s name on Schedule 2.01A under the caption “Dollar Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate Dollar Revolving Credit Commitments of all Dollar Revolving Credit Lenders shall be $1,500,000,000 on the Closing Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement, including pursuant to any applicable Dollar Revolving Commitment Increase.

“ Dollar Revolving Credit Exposure ” means, as to each Dollar Revolving Credit Lender, the sum of the Outstanding Amount of such Revolving Credit Lender’s Dollar Revolving Credit Loans and its Pro Rata Share of the Dollar L/C Obligations and the Swing Line Obligations at such time.

“ Dollar Revolving Credit Facility ” means, at any time, the aggregate Dollar Amount of the Dollar Revolving Credit Commitments at such time.

“ Dollar Revolving Credit Lender ” means, at any time, any Lender that has a Dollar Revolving Credit Commitment at such time.

“ Dollar Revolving Credit Loan ” has the meaning specified in Section 2.01(b)(i).

“ Dollar Revolving Credit Note ” means a promissory note of the Borrower payable to any Dollar Revolving Credit Lender or its registered assigns, in substantially the form of Exhibit C-2 hereto, evidencing the aggregate Indebtedness of the Borrower to such Dollar Revolving Credit Lender resulting from the Dollar Revolving Credit Loans made by such Revolving Credit Lender.

“ Domestic Subsidiary ” means any Subsidiary that is organized under the Laws of the United States, any state thereof or the District of Columbia.

“ EBITDA Lost as a Result of an Unplanned Network Outage ” means, to the extent that any Network or a portion thereof is out of service as a result of any unplanned outage or shut-down caused by natural disaster or otherwise, the revenue not actually earned by the Company, the Borrower or any Restricted Subsidiary that would otherwise have been earned with respect to any such Network or such portion thereof within the first twelve months following any such outage or shutdown, had such Network or such portion thereof not been out of service during such period.

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“ ECF Percentage ” has the meaning specified in Section 2.05(b)(i).

“ Eligible Assignee ” means any Assignee permitted by and, to the extent applicable, consented to in accordance with Section 10.07(b).

“ EMU Legislation ” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

“ Environmental Claim ” means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations (other than internal reports prepared by any Loan Party or any of its Subsidiaries (a) in the ordinary course of such Person’s business or (b) as required in connection with a financing transaction or an acquisition or disposition of real estate) or proceedings with respect to any Environmental Liability (hereinafter “ Claims ”), including (i) any and all Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any Environmental Law and (ii) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief pursuant to any Environmental Law.

“ Environmental Laws ” means any and all Laws relating to the protection of the environment or, to the extent relating to exposure to Hazardous Materials, human health.

“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities) of any Loan Party or any of its Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Environmental Permit ” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“ Equity Contribution ” means, collectively, the contribution by the Sponsors and the Management Stockholders of an aggregate amount of cash, which, together with any management investment in the form of cash, stock or options, will constitute an aggregate amount (together with any amounts otherwise paid by existing equityholders for Equity Interests in the Company in connection with the Transactions) of not less than $4,600,000,000, to fund the total amount required to finance the Transactions to the Company or one or more direct or indirect holding company parents of the Company, together with the proceeds of the Facilities funded, the proceeds of any Senior Interim Loans and the proceeds of any Senior Exchange Notes issued, in each case of the foregoing on the Closing Date and cash on hand of the Company to make payments to consummate the Transactions or pay Transaction Expenses.

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“ Equity Interests ” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities).

“ Equity Offering ” means any public or private sale of Equity Interests (other than Disqualified Equity Interests) of the Borrower or any of its direct or indirect parent companies, other than: (a) public offerings with respect to the Borrower’s or any direct or indirect parent company’s common stock registered on Form S-8, (b) issuances to any Subsidiary of the Borrower or any such parent and (c) any Cure Amount.

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

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) that is under common control with the Company or the Borrower and is treated as a single employer within the meaning of Section 414 of the Code or Section 4001 of ERISA.

“ ERISA Event ” means (a) a Reportable Event with respect to a Pension Plan; (b) the failure to meet the minimum funding standard of Section 412 of the Code with respect to any Plan that is a 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 Plan that is a Pension Plan or the failure to make any required contribution to a Plan that is a Multiemployer Plan; (c) a withdrawal by the Company or the Borrower or any of their respective ERISA Affiliates from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as a termination under Section 4062(e) of ERISA; (d) a complete or partial withdrawal by the Company or the Borrower or any of their respective ERISA Affiliates from a Multiemployer Plan, notification of the Company or the Borrower or any of their respective ERISA Affiliates concerning the imposition of Withdrawal Liability or notification that a Multiemployer Plan is insolvent or is in reorganization within the meaning of Title IV of ERISA; (e) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Plan that is a Pension Plan or Multiemployer Plan; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan that is a Pension Plan or Multiemployer Plan or (g) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Company or the Borrower or any of their respective ERISA Affiliates.

“ Euro ” and “ € ” mean the lawful single currency of the European Union.

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“ Eurocurrency Rate ” means, for any Interest Period with respect to any Eurocurrency Rate Loan, the rate per annum equal to the British Bankers Association LIBOR Rate (“ BBA LIBOR ”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for any reason, then the “Eurocurrency Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in the relevant currency for delivery on the first day of such Interest Period in Same Day Funds in the approximate amount of the Eurocurrency Rate Loan being made, continued or converted by the Administrative Agent and with a term equivalent to such Interest Period would be offered by the London Branch of the Administrative Agent (or other branch or Affiliate of the Administrative Agent) to major banks in the London or other offshore interbank market for such currency at their request at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

“ Eurocurrency Rate Loan ” means a Loan, whether denominated in Dollars or in an Alternative Currency, that bears interest at a rate based on the applicable Eurocurrency Rate.

“ Event of Default ” has the meaning specified in Section 8.01.

“ Excess Cash Flow ” means, for any period, an amount equal to the excess of:

(a) the sum, without duplication, of:

(i) Consolidated Net Income of the Company for such period,

(ii) an amount equal to the amount of all non-cash charges (including depreciation and amortization) to the extent deducted in arriving at such Consolidated Net Income,

(iii) decreases in Consolidated Working Capital for such period (other than any such decreases arising from acquisitions or Dispositions by the Company, the Borrower and the Restricted Subsidiaries completed during such period or the application of purchase accounting),

(iv) an amount equal to the aggregate net non-cash loss on Dispositions by the Company, the Borrower and the Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income, and

(v) cash receipts in respect of Swap Contracts during such fiscal year to the extent not otherwise included in such Consolidated Net Income; over

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(b) the sum, without duplication, of:

(i) an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income and cash charges included in clauses (a) through (i) of the definition of Consolidated Net Income to the extent that such charges constitute cash charges,

(ii) without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of Capital Expenditures or acquisitions of intellectual property accrued or made in cash during such period, to the extent that such Capital Expenditures or acquisitions were financed with internally-generated cash flow of the Company, the Borrower or the Restricted Subsidiaries,

(iii) the aggregate amount of all principal payments of Indebtedness of the Company, the Borrower and the Restricted Subsidiaries (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any repayment of Term Loans pursuant to Section 2.07(a), and (C) the amount of any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition that resulted in an increase to such Consolidated Net Income and not in excess of the amount of such increase, but excluding (X) all other prepayments of Term Loans not set forth in the foregoing clauses (A), (B) and (C), (Y) all prepayments of Revolving Credit Loans and Swing Line Loans and (Z) all prepayments in respect of any other revolving credit facility, except, in the case of clause (Z) only, to the extent that there is an equivalent permanent reduction in commitments thereunder) made during such period, to the extent financed with the internally-generated cash flow of the Company, the Borrower or the Restricted Subsidiaries,

(iv) an amount equal to the aggregate net non-cash gain on Dispositions by the Company, the Borrower and the Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent included in arriving at such Consolidated Net Income,

(v) increases in Consolidated Working Capital for such period (other than any such increases arising from acquisitions or Dispositions by the Company, the Borrower and the Restricted Subsidiaries completed during such period or the application of purchase accounting),

(vi) cash payments by the Company, the Borrower and the Restricted Subsidiaries during such period in respect of long-term liabilities of the Company, the Borrower and the Restricted Subsidiaries other than Indebtedness to the extent such payments are not expensed during such period or are not deducted in calculating Consolidated Net Income,

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(vii) without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the aggregate amount of cash consideration paid by the Company, the Borrower and the Restricted Subsidiaries in connection with Investments (including acquisitions) made during such period pursuant to Section 7.02 (other than Investments made pursuant to Section 7.02(a) or Investments to the extent solely between or among the Loan Parties) to the extent that such Investments were financed with internally-generated cash flow of the Company, the Borrower and the Restricted Subsidiaries,

(viii) the amount of Restricted Payments paid during such period pursuant to Sections 7.06(f), 7.06(g), 7.06(h), 7.06(i) (to the extent that dividends paid pursuant to Section 7.06(i) would have otherwise been permitted under another clause of Section 7.06 referenced in this clause (viii)), 7.06(j), 7.06(k), 7.06(l) and 7.06(m) and to the extent that such Restricted Payments were financed with internally-generated cash flow of the Company, the Borrower and the Restricted Subsidiaries,

(ix) the aggregate amount of expenditures actually made by the Company, the Borrower and the Restricted Subsidiaries from internally-generated cash flow of the Company, the Borrower and the Restricted Subsidiaries during such period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period or are not deducted in calculating Consolidated Net Income,

(x) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Company, the Borrower and the Restricted Subsidiaries during such period that are made in connection with any prepayment of Indebtedness to the extent that such payments are not expensed during such period or are not deducted in calculating Consolidated Net Income,

(xi) without duplication of amounts deducted from Excess Cash Flow in prior periods, (A) the aggregate consideration required to be paid in cash by the Company, the Borrower or any of the Restricted Subsidiaries pursuant to binding contracts (the “ Contract Consideration ”) entered into prior to or during such period or (B) any planned cash capital expenditures budgeted by the Company, the Borrower or any of the Restricted Subsidiaries in good faith and specified in the consolidated budget delivered to the Administrative Agent pursuant to Section 6.01(c) (the “ Budgeted Expenditures ”), in each case relating to Permitted Acquisitions, Capital Expenditures or acquisitions of intellectual property (without duplication of any amounts included in Capital Expenditures) to be consummated or made during the period of four consecutive fiscal quarters of the Company following the end of such period; provided that, to the extent that the aggregate amount of internally-generated cash flow actually utilized to finance such Permitted Acquisitions, Capital Expenditures or acquisitions of intellectual

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property (without duplication of any amounts included in Capital Expenditures) during such period of four consecutive fiscal quarters is less than the Contract Consideration and the Budgeted Expenditures, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters,

(xii) the amount of cash taxes paid or tax reserves set aside or payable (without duplication) in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and

(xiii) cash expenditures in respect of Swap Contracts during such period to the extent not deducted in arriving at such Consolidated Net Income.

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

“ Excluded Subsidiary ” means (a) any Subsidiary that is not a wholly owned Subsidiary, (b) any Securitization Subsidiary, (c) each Subsidiary listed on Schedule 1.01C hereto, (d) any Subsidiary that is prohibited (and only for so long as it continues to be prohibited) by contractual requirements (other than those entered into by such Subsidiary to avoid guaranteeing the Obligations) in existence as of the Closing Date or at the time such Person becomes a Subsidiary (and any replacement, renewal, amendment or extension thereto) or applicable Law from guaranteeing the Obligations, (e) any Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary, (f) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition financed with secured Indebtedness incurred pursuant to Section 7.03(g) and each Restricted Subsidiary thereof that guarantees such Indebtedness; provided that each such Restricted Subsidiary shall cease to be an Excluded Subsidiary under this clause (f) if such secured Indebtedness is repaid or becomes unsecured or if such Restricted Subsidiary ceases to guarantee such secured Indebtedness or if the prohibitions on guarantees or granting of Liens in such secured Indebtedness lapses or terminates, as applicable, (g) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any adverse tax consequences) of providing the Guaranty shall be excessive in view of the benefits to be obtained by the Lenders therefrom and (h) each Unrestricted Subsidiary.

“ Existing Retained Indebtedness ” means the Indebtedness of the Company and its Subsidiaries with respect to (i) the 7.00% notes due July 1, 2012, the 6.50% notes due November 1, 2013, the 7.00% notes due March 15, 2016, the 6.80% notes due May 1, 2029 and the 7.875% notes due July 1, 2032, in each case issued pursuant to an Indenture dated as of January 1, 1987, as supplemented from time to time to the Closing Date, (ii) the 4.625% notes due 2023, issued by Western Wireless LLC pursuant to an Indenture dated as of June 11, 2003 by and between Western Wireless LLC (as successor in interest to Western Wireless Corporation) and Bank of New York, as trustee, as supplemented by the First Supplemental Indenture dated as August 1, 2005 and (iii) the Promissory Note due 2010, dated as of July 31, 1980, issued by the Company (as successor in interest to Allied Telephone Company) to Snowden Disney.

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“ Existing Retired Notes ” means (i) the 6.65% notes due January 15, 2008 and the 7.60% notes due April 1, 2009, each issued by the Borrower (as successor-in-interest to 360 Communications Company) pursuant to an Indenture dated as of March 1, 1997, as supplemented by the First Supplemental Indenture dated as of February 1, 1999, the Second Supplemental Indenture dated as of March 24, 2005 and the Third Supplemental Indenture of even date herewith and (ii) the 8.00% notes due August 15, 2010, issued by ALLTEL Ohio Limited Partnership pursuant to an Indenture dated as of August 21, 2000, as supplemented by the Supplemental Indenture of even date herewith.

“ Expenses Relating to an Unplanned Network Outage ” means any expenses or other charges incurred by the Company, the Borrower or any Restricted Subsidiary within the first 12 months following any unplanned outage or shutdown of any Network or a portion thereof caused by natural disaster or otherwise, including (a) any expenses or charges relating to restarting any such Network or any portion thereof so that it may be placed back in service after such outage or shut-down, (b) roaming charges and other expenses incurred in connection with the purchases of network services provided by other wireless telecommunications companies to meet commitments to the subscribers of information and/or telecommunications services provided by the Company, the Borrower or any Restricted Subsidiary that would have been met in the period of such outage or shut-down, or expenses or other charges otherwise incurred to compensate such subscribers for such loss of services, in each case of the foregoing net of the expenses not in fact incurred (including electricity and other operating costs) that would have been incurred absent such outage or shut-down, and (c) any expenses or charges relating to starting-up, operating, maintaining and shutting-down of any other Network or a portion thereof that would not otherwise have been operating absent such outage or shut-down in order to meet commitments to the subscribers of information and/or telecommunications services provided by the Company, the Borrower or any Restricted Subsidiary that would have been met in the period of such outage or shut-down, including the electricity or other operating expenses to the extent in excess of the expenses not in fact incurred (including electricity and other operating costs) that would have been incurred absent such outage or shut-down.

“ Facility ” means the Initial Term Loans, the Delayed Draw Term Loans, the Dollar Revolving Credit Facility or any Alternative Currency Revolving Credit Facility of a given currency, as the context may require.

“ Fair Market Value ” means, with respect to any asset or liability, the fair market value of such asset or liability as determined by the Borrower in good faith.

“ FCC ” means the Federal Communications Commission, or any successor agency of the federal government administering the Communications Act, including its staff acting under delegated authority.

“ FCC 700 MHz Auction ” means the auction of wireless licenses in the 698-806 MHz band designated by the Federal Communications Commission as Auction 73 by Public Notice DA 07-3415 released August 17, 2007.

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“ Federal Funds 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 on the Business Day next succeeding such day; provided that (a) 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 (b) 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 (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent.

“ Fee Letter ” means that certain fee letter, dated May 20, 2007, among Citigroup Global Markets, Inc., Goldman Sachs Credit Partners L.P., Goldman, Sachs & Co., Barclays Bank PLC, The Royal Bank of Scotland plc, RBS Securities Corporation and Atlantis Holdings LLC.

“ Financial Investor ” means any Person that (i) principally engages in, and the assets of which are principally dedicated to, the business of investing in one or more companies (including any controlled Affiliate or investee of such Person, other than any such controlled Affiliate or investee that is not so principally engaged and the assets of which are not so principally dedicated) or (ii) is commonly referred to as a “financial sponsor,” including any controlled Affiliate or investee of such Person (other than any such controlled Affiliate or investee that does not principally engage in, and the assets of which are not principally dedicated to, the business of investing in one or more companies and other than any portfolio company of any of the foregoing), in each of the foregoing cases, as determined by the board of directors of the Company in good faith. Notwithstanding the foregoing, (x) any Person engaged in a Similar Business shall in no event be deemed to be a “Financial Investor” and (y) any group of Persons acting in concert and any Person formed by any such group, in each case that includes one or more Persons that are not Financial Investors (each, a “Non-Financial Investor”) shall in no event be deemed to be a “Financial Investor” if and to the extent that such Non-Financial Investors (A) own, in the aggregate, directly or indirectly, (I) on a fully diluted basis, at least twenty-five percent of the Equity Interests of the Company (or, in the event that the Company is not the surviving Person, the applicable surviving Person) and (II) without giving effect to any warrants, options or other rights for the purchase, acquisition or exchange of Equity Interests or any security or instrument that is convertible into or exchangeable for Equity Interests, at least fifteen percent of the Equity Interests of the Company (or, in the event that the Company is not the surviving Person, the applicable surviving Person) (in each case after giving effect to any proposed acquisition of all or a majority of the voting Equity Interests of the Company or all or substantially all of its consolidated assets in a single transaction or a series of related transactions directly or indirectly by way of merger, consolidation or other business combination or purchase) and (B) are represented on the board of directors of the Company or the applicable surviving Person.

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“ First-Tier Sibling Subsidiary ” means any directly owned Restricted Subsidiary of the Company other than the Borrower.

“ Foreign Casualty Event ” has the meaning specified in Section 2.05(b)(vii).

“ Foreign Disposition ” has the meaning specified in Section 2.05(b)(vii).

“ Foreign Lender ” has the meaning specified in Section 3.01(b).

“ Foreign Subsidiary ” means, unless otherwise specified, any direct or indirect Restricted Subsidiary of the Company that is not a Domestic Subsidiary of the Company.

“ Foreign Subsidiary Total Assets ” means the total assets of the Foreign Subsidiaries, as determined in accordance with GAAP in good faith by a Responsible Officer.

“ FRB ” means the Board of Governors of the Federal Reserve System of the United States.

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

“ Funded Debt ” means all Indebtedness of the Company, the Borrower and the Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.

“ GAAP ” means generally accepted accounting principles in the United States of America, as in effect from time to time; provided , however , that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

“ Governmental Approvals ” means all of the consents and approvals required under the Communications Laws for the consummation of the Transaction.

“ Governmental Authority ” means any nation or government, any state or other political subdivision thereof, any agency (including the FCC), authority, instrumentality,

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regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“ Granting Lender ” has the meaning specified in Section 10.07(i).

“ Guarantee ” means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or monetary other obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or monetary other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“ Guarantor ” or “ Guarantors ” has the meaning specified in the definition of “Collateral and Guarantee Requirement.”

“ Guaranty ” means (a) the guaranty made by the Company and the other Guarantors in favor of the Administrative Agent on behalf of the Secured Parties pursuant to clause (b) of the definition of “Collateral and Guarantee Requirement,” substantially in the form of Exhibit F and (b) each other guaranty and guaranty supplement delivered pursuant to Section 6.11.

“ Hazardous Materials ” means all explosive or radioactive substances or wastes, all hazardous or toxic substances, and all wastes or pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas and infectious or medical wastes regulated pursuant to any Environmental Law.

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“ Hedge Bank ” means any Person that is an Agent, a Lender, a Joint Bookrunner or an Affiliate of any of the foregoing and that is a counterparty to a Swap Contract (including any Person who is an Agent, a Lender or a Joint Bookrunner (and any Affiliate thereof) as of the Closing Date but subsequently, whether before or after entering into a Swap Contract, ceases to be an Agent, a Lender or a Joint Bookrunner, as the case may be) including, without limitation, each such Affiliate that appoints the Administrative Agent as its agent and agrees to be bound by the Loan Documents as a Secured Party.

“ Honor Date ” has the meaning specified in Section 2.03(c).

“ Immaterial Domestic Subsidiary ” means, at any date of determination, any of the Company’s direct or indirect Domestic Subsidiaries, which, either (x) individually account for less than (i) 2.5% of the Total Assets on the last day of the most recent Test Period and (ii) 2.5% of the gross revenues of the Company, the Borrower and the Restricted Subsidiaries for the most recent Test Period or (y) in the aggregate with all other Immaterial Domestic Subsidiaries and Immaterial Foreign Subsidiaries, account for less than (i) 5% of the Total Assets on the last day of the most recent Test Period and (ii) 5% of the gross revenues of the Company, the Borrower and the Restricted Subsidiaries for the most recent Test Period, in each case calculated on a Pro Forma Basis, determined in accordance with GAAP, and calculated a consolidated basis with respect to such Person being measured; provided that if, at any time and from time to time after the Closing Date, one or more Domestic Subsidiaries that are not Guarantors solely because they do not exceed either of the thresholds set forth in clauses (x)(i), (x)(ii), (y)(i) or (y)(ii) then exceed any of the thresholds set forth in clauses (x)(i), (x)(ii), (y)(i) and (y)(ii), then the Company shall, not later than 45 days after the date by which financial statements for such quarter or such fiscal year ending on the last day of such quarter, as applicable, are required to be delivered pursuant to this Agreement, designate in writing to the Administrative Agent one or more of such Domestic Subsidiaries as “Material Domestic Subsidiaries” to the extent required such that the foregoing condition ceases to be true and comply with the provisions of Section 6.11 applicable to such Subsidiary. Notwithstanding anything herein to the contrary, in no event shall a License Subsidiary be deemed to be an Immaterial Domestic Subsidiary.

“ Immaterial Foreign Subsidiary ” means, at any date of determination, any of the Company’s direct or indirect Foreign Subsidiaries which, either (x) individually account for less than (i) 2.5% of the Total Assets on the last day of the most recent Test Period and (ii) 2.5% of the gross revenues of the Company, the Borrower and the Restricted Subsidiaries for the most recent Test Period or (y) in the aggregate with all other Immaterial Domestic Subsidiaries and Immaterial Foreign Subsidiaries, account for less than (i) 5% of the Total Assets on the last day of the most recent Test Period and (ii) 5% of the gross revenues of the Company, the Borrower and the Restricted Subsidiaries for the most recent Test Period, in each case calculated on a Pro Forma Basis, determined in accordance with GAAP, and calculated a consolidated basis with respect to such Person being measured.

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“ Increased Amount Date ” has the meaning specified in Section 2.14(c).

“ Incremental Amendment ” has the meaning specified in Section 2.14(d).

“ Incremental Availability ” has the meaning specified in Section 2.14(b).

“ Incremental Facility Closing Date ” has the meaning specified in Section 2.14(e).

“ Incremental Increase ” has the meaning specified in Section 2.14(a).

“ Incremental Loan Notice ” has the meaning specified in Section 2.14(a).

“ Incremental Term Loans ” has the meaning specified in Section 2.14(a).

“ Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money ;

(b) all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(c) the maximum amount (after giving effect to any prior drawings or reductions that may have been reimbursed) of all letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;

(d) net obligations of such Person under any Swap Contract;

(e) all obligations of such Person to pay the deferred purchase price of assets or services that in accordance with GAAP would be included as a liability on the balance sheet of such Person, other than (i) trade and other ordinary course of payables and accrued expenses arising in the ordinary course of business, (ii) any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and, if not paid, after becoming due and payable, (iii) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller and (iv) any Indebtedness defeased by such Person or by any Subsidiary of such Person;

(f) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under

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conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(g) all Attributable Indebtedness;

(h) all obligations of such Person in respect of Disqualified Equity Interests; and

(i) all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, (A) the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, except to the extent that such Person’s liability for such Indebtedness is otherwise limited and (B) any Indebtedness arising in connection with any transfer of funds in connection with the Company’s cash management system in the ordinary course of business shall be disregarded for purposes of Section 7.03. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the Fair Market Value of the property encumbered thereby as determined by such Person in good faith.

“ Indemnified Liabilities ” has the meaning specified in Section 10.05.

“ Indemnitees ” has the meaning specified in Section 10.05.

“ Independent Financial Advisor ” means an accounting, appraisal, investment banking firm or consultant of nationally recognized standing that is, in the good faith judgment of the Borrower, qualified to perform the task for which it has been engaged and that is independent of the Borrower and its Affiliates.

“ Information ” has the meaning specified in Section 10.08.

“ Initial Term Borrowing ” means a borrowing on the Closing Date consisting of Initial Term Loans of the same Type and currency and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Initial Term Lenders pursuant to Section 2.01(a)(i). The Initial Term Borrowing shall be made solely in Dollars.

“ Initial Term Commitment ” means, with respect to each Lender, such Lender’s Initial Tranche B-1 Term Loan Commitment, Initial Tranche B-2 Term Loan Commitment and Initial Tranche B-3 Term Loan Commitment.

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“ Initial Term Lender ” means, at any time, any Lender that has an Initial Term Commitment or an Initial Term Loan at such time.

“ Initial Term Loan ” means any Initial Tranche B-1 Term Loan, Initial Tranche B-2 Term Loan and Initial Tranche B-3 Term Loan.

“ Initial Term Loan Repayment Amount ” has the meaning provided in Section 2.07(a)(i).

“ Initial Term Loan Repayment Date ” shall have the meaning provided in Section 2.07(a)(i).

“ Initial Term Note ” means a promissory note of the Borrower payable to any Initial Term Lender or its registered assigns, in substantially the form of Exhibits B-1, B-2 and B-3 hereto (as applicable), evidencing the aggregate Indebtedness of the Borrower to such Initial Term Lender resulting from the Initial Term Loans made by such Term Lender.

“ Initial Tranche B-1 Term Loan ” shall have the meaning provided in Section 2.01(a)(i)(x). From and after the date of any Borrowing of any Delayed Draw Term Loan, each Delayed Draw Term Loan shall be deemed an Initial Tranche B-1 Term Loan hereunder, for all purposes.

“ Initial Tranche B-1 Term Loan Commitment ” means, (a) in the case of each Lender that is a Lender on the date hereof, the amount set forth opposite such Lender’s name on Schedule 2.01B as such Lender’s “Initial Tranche B-1 Term Loan Commitment” and (b) in the case of any Lender that becomes a Lender after the date hereof, the amount specified as such Lender’s “Initial Tranche B-1 Term Loan Commitment” in the Assignment and Acceptance pursuant to which such Lender assumed a portion of the Total Initial Term Loan Commitment, in each case as the same may be changed from time to time pursuant to the terms hereof. The aggregate amount of the Initial B-1 Term Loan Commitments as of the Closing Date is $4,000,000,000.

“Initial Tranche B-1 Term Loan Lender ” means a Lender with an Initial Tranche B-1 Term Loan Commitment or an outstanding Initial Tranche B-1 Term Loan. From and after the date of any Borrowing of any Delayed Draw Term Loan, each Delayed Draw Term Lender shall be deemed an Initial Tranche B-1 Term Loan Lender hereunder, for all purposes.

“ Initial Tranche B-2 Term Loan ” shall have the meaning provided in Section 2.01(a)(i)(y).

“ Initial Tranche B-2 Term Loan Commitment ” means, (a) in the case of each Lender that is a Lender on the date hereof, the amount set forth opposite such Lender’s name on Schedule 2.01B as such Lender’s “ Initial Tranche B-2 Term Loan Commitment ” and (b) in the case of any Lender that becomes a Lender after the date hereof, the amount specified as such Lender’s “Initial Tranche B-2 Term Loan Commitment” in the Assignment and Acceptance

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pursuant to which such Lender assumed a portion of the Total Initial Term Loan Commitment, in each case as the same may be changed from time to time pursuant to the terms hereof. The aggregate amount of the Initial B-2 Term Loan Commitments as of the Closing Date is $6,000,000,000.

“ Initial Tranche B-2 Term Loan Lender ” means a Lender with an Initial Tranche B-2 Term Loan Commitment or an outstanding Initial Tranche B-2 Term Loan.

“ Initial Tranche B-3 Term Loan ” has the meaning provided in Section 2.01(a)(i)(z).

“ Initial Tranche B-3 Term Loan Commitment ” means, (a) in the case of each Lender that is a Lender on the date hereof, the amount set forth opposite such Lender’s name on Schedule 2.01B as such Lender’s “Initial Tranche B-3 Term Loan Commitment” and (b) in the case of any Lender that becomes a Lender after the date hereof, the amount specified as such Lender’s “Initial Tranche B-3 Term Loan Commitment” in the Assignment and Acceptance pursuant to which such Lender assumed a portion of the Total Initial Term Loan Commitment, in each case as the same may be changed from time to time pursuant to the terms hereof. The aggregate amount of the Initial B-3 Term Loan Commitments as of the Closing Date is $4,000,000,000.

“ Initial Tranche B-3 Term Loan Lender ” means a Lender with an Initial Tranche B-3 Term Loan Commitment or an outstanding Initial Tranche B-3 Term Loan.

“ Intellectual Property ” has the meaning specified in Section 5.15.

“ Intellectual Property Security Agreements ” has the meaning specified in the Security Agreement.

“ Interest Payment Date ” means, (a) as to any Eurocurrency Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made.

“ Interest Period ” means, as to each Eurocurrency Rate Loan, the period commencing on the date on which such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter, or to the extent available to each Lender of such Eurocurrency Rate Loan, nine or twelve months (or such period of less than one month as may be consented to by the Administrative Agent), as selected by the Borrower in its Committed Loan Notice; provided that:

(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business Day;

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(b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(c) no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made.

“ Investment ” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person or (d) the entering into of any guarantee of, or other contingent obligation with respect to, Indebtedness; provided , further , that an Investment in any Person in connection with the Company’s cash management system in the ordinary course of business shall be disregarded for purposes of Section 7.02. For purposes of covenant compliance, the amount of any Investment at any time shall be the amount actually invested (measured at the time made), without adjustment for subsequent changes in the value of such Investment, net of any return representing a return of capital with respect to such Investment.

“ Investment Grade Rating ” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other nationally-recognized statistical rating agency selected by the Borrower.

“ IRS ” means the United States Internal Revenue Service.

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

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

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“ Joint Bookrunner ” means each of Goldman Sachs Credit Partners L.P., Citigroup Global Markets Inc., Barclays Capital, the investment division of Barclays Bank PLC, and RBS Securities Corporation.

“ Judgment Currency ” has the meaning specified in Section 10.19.

“ Junior Financing ” has the meaning specified in Section 7.12(a).

“ Junior Financing Documentation ” means any documentation governing any Junior Financing.

“ Laws ” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

“ L/C Advances ” means the collective reference to Dollar L/C Advances and Alternative Currency L/C Advances.

“ L/C Borrowing ” means the collective reference to Dollar L/C Borrowings and Alternative Currency L/C Borrowings.

“ L/C Credit Extensions ” means the collective reference to the Dollar L/C Credit Extensions and the Alternative Currency L/C Credit Extensions.

“ L/C Issuer ” means the collective reference to each Dollar L/C Issuer and each Alternative Currency L/C Issuer.

“ L/C Obligations ” means the collective reference to the Dollar L/C Obligations and the Alternative Currency L/C Obligations.

“ L/C Sublimit ” means an initial sublimit in an amount equal to $200,000,000, which initial sublimit may be increased in increments of $5,000,000 to an aggregate amount not in excess of $375,000,000 upon the request of the Borrower for the purpose of additional Letters of Credit in the ordinary course of business or otherwise with the consent of the Administrative Agent (such consent not to be unreasonably withdrawn or delayed).

“ Lender ” has the meaning specified in the introductory paragraph to this Agreement and, as the context requires, includes an L/C Issuer and the Swing Line Lender, and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a “Lender.”

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“ Lending Office ” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“ Letter of Credit ” means any letter of credit issued hereunder. A Letter of Credit may be a commercial letter of credit or a standby letter of credit.

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

“ Letter of Credit Expiration Date ” means the day that is five (5) Business Days prior to the scheduled Maturity Date then in effect for the Revolving Credit Facilities (or, if such day is not a Business Day, the next preceding Business Day).

“ License Subsidiary ” means a separate, special purpose domestic, wholly-owned Subsidiary of the Borrower, the sole purpose of which shall be to hold the Communications Licenses of the Borrower or any Restricted Subsidiary, as applicable, and to perform functions incidental thereto and the organizational documents of which shall be reasonably satisfactory to the Administrative Agent.

“ Lien ” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property and any Capitalized Lease having substantially the same economic effect as any of the foregoing); provided that in no event shall an operating lease be deemed a Lien.

“ Loan ” means an extension of credit by a Lender to the Borrower under Article II in the form of a Term Loan, a Revolving Credit Loan or a Swing Line Loan.

“ Loan Documents ” means, collectively, (i) this Agreement, (ii) the Notes, (iii) the Guaranty, (iv) the Collateral Documents and (v) the Issuer Documents.

“ Loan Parties ” means, collectively, (i) the Company, (ii) the Borrower and (iii) each other Guarantor.

“ Management Stockholders ” means the members of management of the Company or any of its Subsidiaries who are investors in the Company or any direct or indirect parent thereof.

“ Mandatory Cost ” means, with respect to any period, the percentage rate per annum determined in accordance with Schedule 1.01D .

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“ Mandatory Repaid Tranche B-3 Loans ” has the meaning specified in Section 2.05(b)(ii).

“ Master Agreement ” has the meaning specified in the definition of “Swap Contract.”

“ Material Adverse Effect ” means a circumstance or condition affecting the business, operations, assets, liabilities (actual or contingent) or financial condition of the Company and its Subsidiaries, taken as a whole, that would materially adversely affect (a) the ability of the Loan Parties (taken as a whole) to perform their respective payment obligations under any Loan Document to which any of the Loan Parties is a party or (b) the rights and remedies of the Lenders or the Agents under any Loan Document.

“ Material Domestic Subsidiary ” means any Domestic Subsidiary that is not an Immaterial Domestic Subsidiary.

“ Material Foreign Subsidiary ” means any Foreign Subsidiary that is not an Immaterial Foreign Subsidiary.

“ Material Real Property ” means any individual parcel of Real Estate owned by any Loan Party with a Fair Market Value in excess of $25,000,000.

“ Material Subsidiary ” means any Material Domestic Subsidiary or any Material Foreign Subsidiary.

“ Maturity Date ” means (a) with respect to the Revolving Credit Facilities, the sixth anniversary of the Closing Date and (b) with respect to the Term Loans, the date that is seven years and six months after the Closing Date; provided that if either such day is not a Business Day, the Maturity Date shall be the Business Day immediately preceding such day.

“ Maximum Rate ” has the meaning specified in Section 10.11.

“ Merger ” has the meaning specified in the preliminary statements to this Agreement.

“ Merger Agreement ” means the Agreement and Plan of Merger dated as of May 20, 2007, by and among the Company, Merger Sub and the Parent.

“ Merger Consideration ” means an amount equal to the total funds required to pay to (i) all holders of the issued and outstanding common stock (subject to certain exceptions as set forth in the Merger Agreement) of the Company (and to the holders of certain outstanding options to purchase, and outstanding restricted stock units with respect to, shares of common stock of the Company (after deduction for any applicable exercise price)) $71.50 in cash per share, (ii) all holders of the issued and outstanding Series C Preferred Stock of the Company $523.22 in cash per share and (iii) all holders of the issued and outstanding $2.25 No Par Cumulative Convertible Preferred Stock, Series D of the Company $481.37 in cash per share.

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“ Merger Sub ” has the meaning specified in the preliminary statements to this Agreement.

“ Minority Investment ” means any Person other than a Subsidiary in which the Borrower or any Restricted Subsidiary owns any Equity Interests.

“ Moody’s ” means Moody’s Investors Service, Inc. and any successor thereto.

“ Mortgages ” means collectively, the deeds of trust, trust deeds, hypothecs and mortgages made by the Loan Parties in favor or for the benefit of the Administrative agent on behalf of the Lenders in form and substance reasonably satisfactory to the Administrative Agent, and any other mortgages executed and delivered pursuant to Section 6.11.

“ Mortgage Policies ” has the meaning specified in Section 6.13(b)(ii).

“ Mortgaged Properties ” has the meaning specified in Section 6.13(b).

“ Multiemployer Plan ” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA.

“ Narrative Report ” means, with respect to the financial statement for which such narrative report is required, a management’s discussion and analysis of the financial condition and results of operations of the Company and its consolidated Subsidiaries for the applicable period to which such financial statements relate.

“ Net Cash Proceeds ” means:

(a) with respect to the Disposition of any asset by the Company, the Borrower or any of the Restricted Subsidiaries or any Casualty Event, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such Disposition or Casualty Event (including any cash and Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received and, with respect to any Casualty Event, any insurance proceeds or condemnation awards in respect of such Casualty Event actually received by or paid to or for the account of the Company, the Borrower or such Restricted Subsidiary over (ii) the sum of (A) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness that is secured by the asset subject to such Disposition or Casualty Event and that is required to be repaid in connection with such Disposition or Casualty Event (other than Indebtedness under the Loan Documents), (B) the out-of-pocket fees and expenses (including attorneys’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other

49

customary fees) actually incurred by the Company, the Borrower or such Restricted Subsidiary in connection with such Disposition or Casualty Event, (C) taxes or distributions made pursuant to Section 7.06(g)(i) or Section 7.06(g)(iii) paid or estimated to be payable in connection therewith (including withholding taxes imposed on the repatriation of any such Net Cash Proceeds), (D) in the case of any Disposition or Casualty Event by a non-wholly owned Restricted Subsidiary, the pro rata portion of the Net Cash Proceeds thereof (calculated without regard to this clause (D)) attributable to minority interests and not available for distribution to or for the account of the Company, the Borrower or any wholly owned Restricted Subsidiary of the Company as a result thereof, and (E) any reserve for adjustment in respect of (x) the sale price of such asset or assets established in accordance with GAAP and (y) any liabilities associated with such asset or assets and retained by the Company, the Borrower or any Restricted Subsidiary after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction, it being understood that “Net Cash Proceeds” shall include the amount of any reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount) of any reserve described in this clause (E); and

(b) (i) with respect to the incurrence or issuance of any Indebtedness by the Company, the Borrower, any Restricted Subsidiary or any Permitted Equity Issuance by the Company or any direct or indirect parent of the Company, the excess, if any, of (A) the sum of the cash and Cash Equivalents received in connection with such incurrence or issuance over (B)(x) taxes or distributions made pursuant to Section 7.06(g)(i) paid or estimated to be payable in connection therewith (including withholding taxes imposed on the repatriation of any cash received in connection with such incurrence or issuance) and (y) the investment banking fees, underwriting discounts, commissions, costs and other out-of-pocket expenses and other customary expenses, incurred by the Company, the Borrower or such Restricted Subsidiary in connection with such incurrence or issuance and (ii) with respect to any Permitted Equity Issuance by any direct or indirect parent of the Company, the amount of cash from such Permitted Equity Issuance contributed to the capital of the Company.

“ Net Income ” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends.

“ Network ” means any spectrum, facility, equipment or software (and such features, functions and capabilities provided by means of such spectrum, facility, equipment or software) used by the Company, the Borrower or any Restricted Subsidiary to provide information or telecommunications services, including towers and stations, switch rooms, databases, signaling systems, and information sufficient for billing and collection or used in the transmission, routing, or other provision of an information or telecommunications service.

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“ Non-Consenting Lender ” has the meaning specified in Section 3.07(d).

“ Non-Loan Party ” means any Subsidiary of the Company that is not a Loan Party.

“ Nonrenewal Notice Date ” has the meaning specified in Section 2.03(b)(iii).

“ Note ” means a Term Note, a Dollar Revolving Credit Note or an Alternative Currency Revolving Credit Note, as the context may require.

“ Obligations ” means all (x) advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding, (y) obligations of any Loan Party arising under any Secured Hedge Agreement and (z) Cash Management Obligations. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents (and any of their Subsidiaries to the extent that they have obligations under the Loan Documents) include the obligation (including guarantee obligations) to pay principal, interest, Letter of Credit, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party under any Loan Document.

“ Organization Documents ” means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“ Other Taxes ” has the meaning specified in Section 3.01(f).

“ Outstanding Amount ” means (a) with respect to the Term Loans, Revolving Credit Loans and Swing Line Loans on any date, the Dollar Amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans, Revolving Credit Loans (including any refinancing of outstanding Unreimbursed Amounts under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) and Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the Dollar Amount thereof on such date after giving effect to any related L/C Credit Extension occurring on

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such date and any other changes thereto as of such date, including as a result of any reimbursements of outstanding Unreimbursed Amounts under related Letters of Credit (including any refinancing of outstanding Unreimbursed Amounts under related Letters of Credit or related L/C Credit Extensions as a Revolving Credit Borrowing) or any reductions in the maximum amount available for drawing under related Letters of Credit taking effect on such date.

“ Overnight Rate ” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Administrative Agent, an L/C Issuer, or the Swing Line Lender, as applicable, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative Currency, the rate of interest per annum at which overnight deposits in the applicable Alternative Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of the Administrative Agent in the applicable offshore interbank market for such currency to major banks in such interbank market.

“ Parent ” has the meaning specified in the introductory paragraph to this Agreement.

“ Participant ” has the meaning specified in Section 10.07(e).

“ PBGC ” means the Pension Benefit Guaranty Corporation.

“ Pension Plan ” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA.

“ Perfection Certificate ” has the meaning defined in the Security Agreement.

“ Permitted Acquisition ” has the meaning specified in Section 7.02(j).

“ Permitted Asset Swap ” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and Cash Equivalents between the Borrower or any of the Restricted Subsidiaries and another Person; provided that the sum of cash and Cash Equivalents received in connection with a Permitted Asset Swap shall be considered Net Cash Proceeds from Disposition.

“ Permitted Equity Issuance ” means any sale or issuance of any Qualified Equity Interests of the Company or any direct or indirect parent of the Company, in each case to the extent permitted hereunder.

“ Permitted Holders ” means each of (i) the Sponsors and (ii) the Management Stockholders.

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“ Permitted Refinancing ” means, with respect to any Person, any modification, refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized and any undrawn letter of credit thereunder, (b) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(b), such modification, refinancing, refunding, renewal or extension has a final maturity date the same as or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (c) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(c), at the time thereof, no Event of Default shall have occurred and be continuing and (d) if such Indebtedness being modified, refinanced, refunded, renewed or extended is Indebtedness permitted pursuant to Section 7.03(b), Qualified Holding Company Debt or Junior Financing, then, in addition to the other provisions of this definition for such Indebtedness (i) to the extent that such Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended, (ii) the terms and conditions (including, if applicable, as to collateral but excluding as to subordination, interest rate and redemption premium) of any such modified, refinanced, refunded, renewed or extended Indebtedness, taken as a whole, are not materially less favorable to the Loan Parties or the Lenders than the terms and conditions of the Indebtedness being modified, refinanced, refunded, renewed or extended; provided that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive unless the Administrative Agent notifies the Borrower within such five Business-Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees) and (iii) such modification, refinancing, refunding, renewal or extension is incurred by the Person who is the obligor, and guaranteed by no Person other than the same contingent obligors, if any, of the Indebtedness being modified, refinanced, refunded, renewed or extended.

“ Permitted Subordinated Notes ” means unsecured subordinated notes issued by the Borrower or a Guarantor (other than the Company); provided that (a) the terms of such notes provide for customary subordination of such notes to the Obligations and do not provide for any scheduled repayment, mandatory redemption, sinking fund obligation or other payment prior to ninety-one days following the Final Maturity Date of any Term Loans incurred hereunder, other

53

than customary offers to purchase upon a change of control, asset sale or casualty or condemnation event and customary acceleration rights upon an event of default and (b) the covenants, events of default, guarantees and other terms for such notes ( provided that such notes shall have interest rates and redemption premiums determined by the Board of Directors of the Borrower to be market rates and premiums at the time of issuance of such notes), taken as a whole, are determined by the Board of Directors of the Borrower to be market terms on the date of issuance and in any event are not more restrictive on the Borrower and Restricted Subsidiaries, or materially less favorable to the Lenders, than the terms of the Loan Documents and do not require the maintenance or achievement of any financial performance standards other than as a condition to taking specified actions; provided that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees), (c) such Indebtedness shall not be secured by any Equity Interests in, or any other assets owned by, in each case, the Company or any of its Subsidiaries and (d) no Subsidiary of the Company (other than a Guarantor) shall be an obligor with respect thereto.

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ PIK Interest Amount ” shall (i) mean the aggregate principal amount of all increases in outstanding principal amount of Senior Toggle Notes (or any Refinanced Bridge Indebtedness) and issuances of additional Senior Toggle Notes or “PIK Notes” (as defined in the Senior Exchange Notes Indenture or any similar document, including any Refinanced Bridge Indebtedness Documentation) in connection with an election by the Borrower to pay interest on the Senior Toggle Notes or the PIK Notes (or any Refinanced Bridge Indebtedness) in kind and (ii) the aggregate principal amount of all increases in outstanding principal amount of Senior Interim Toggle Loans in connection with an election by the Borrower to pay interest on the Senior Interim Toggle Loans in kind.

“ Plan ” means any material “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by the Company, the Borrower or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any of their respective ERISA Affiliates.

“ Platform ” has the meaning specified in Section 10.09(c).

“ Pledged Debt ” has the meaning specified in the Security Agreement.

“ Pledged Equity ” has the meaning specified in the Security Agreement.

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“ Post-Acquisition Period ” means, with respect to any Permitted Acquisition, the period beginning on the date on which such Permitted Acquisition is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition is consummated.

“ Principal L/C Issuer ” means any L/C Issuer that has issued Letters of Credit under the Revolving Credit Facilities having an aggregate Outstanding Amount in excess of $10,000,000.

“ Pro Forma Adjustment ” means, for any Test Period that includes all or any part of a fiscal quarter included in any Post-Acquisition Period, with respect to the Acquired EBITDA of the applicable Acquired Entity or Business or Converted Restricted Subsidiary or the Consolidated EBITDA of the Company, the pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, projected by the Company in good faith as a result of (a) actions taken during such Post-Acquisition Period for the purposes of realizing reasonably identifiable and factually supportable cost savings or (b) any additional costs incurred during such Post-Acquisition Period, in each case in connection with the combination of the operations of such Acquired Entity or Business or Converted Restricted Subsidiary with the operations of the Company, the Borrower and the Restricted Subsidiaries; provided that, (i) at the election of the Company, such Pro Forma Adjustment shall not be required to be determined for any Acquired Entity or Business or Converted Restricted Subsidiary to the extent that the aggregate consideration paid in connection with such acquisition was less than $50,000,000 and (ii) so long as such actions are taken during such Post-Acquisition Period or such costs are incurred during such Post-Acquisition Period, it may be assumed that such cost savings will be realizable during the entirety of such Test Period, or such additional costs, as applicable, will be incurred during the entirety of such Test Period; provided , further , that any such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, shall be without duplication for cost savings or additional costs already included in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, for such Test Period.

“ Pro Forma Balance Sheet ” has the meaning specified in Section 5.05(a)(ii).

“ Pro Forma Basis ” and “ Pro Forma Effect ” mean, with respect to compliance with any test or covenant hereunder, that (A) to the extent applicable, the Pro Forma Adjustment shall have been made and (B) all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement in such test or covenant: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of a Disposition of all or substantially all Equity Interests in any Subsidiary of the Company or any division, product line, or facility used for operations of the Company or any of its Subsidiaries, shall be excluded, and (ii) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction,” shall be included, (b) any retirement of Indebtedness, and (c) any Indebtedness incurred or assumed by the Company, the Borrower or

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any of the Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided that, without limiting the application of the Pro Forma Adjustment pursuant to (A) above, the foregoing pro forma adjustments may be applied to any such test or covenant solely to the extent that such adjustments are consistent with the definition of Consolidated EBITDA and give effect to events (including operating expense reductions) that are (as determined by the Company in good faith) (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on the Company, the Borrower and the Restricted Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of Pro Forma Adjustment.

“ Pro Forma Financial Statements ” has the meaning specified in Section 5.05(a)(ii).

“ Pro Rata Share ” means, with respect to each Lender at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitments and, if applicable and without duplication, Term Loans of such Lender under the applicable Facility or Facilities at such time and the denominator of which is the amount of the Aggregate Commitments and, if applicable and without duplication, Term Loans under the applicable Facility or Facilities at such time; provided that, in the case of the Revolving Credit Facility, if such Commitments have been terminated, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

“ Projections ” shall have the meaning specified in Section 6.01(c).

“ Public Lender ” has the meaning specified in Section 10.09(e).

“ Qualified Equity Interests ” means any Equity Interests that are not Disqualified Equity Interests.

“ Qualified Holding Company Debt ” means unsecured Indebtedness of the Company (or any direct or indirect parent thereof), (a) the terms of which do not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to ninety-one days following the final Maturity Date of any Term Loans incurred hereunder (other than customary offers to purchase upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default) and (ii) provide for customary subordination to the Obligations of the Company under the applicable Loan Documents if it is Indebtedness of the Company, (b) the covenants, events of default, guarantees and other terms of which (other than interest rate and redemption premiums), taken as a whole, are not more restrictive to the Borrower and the Restricted Subsidiaries than those in the Credit Agreement; provided that a certificate of a Responsible Officer of the Borrower is delivered to the Administrative Agent at least five Business Days (or such shorter period as the Administrative Agent may reasonably

56

agree) prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive unless the Administrative Agent notifies the Borrower within such period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees), (c) that does not require any payments in cash of interest or other amounts in respect of the principal thereof prior to the earlier to occur of (i) the date that is five years from the date of the issuance or incurrence thereof and (ii) the date that is ninety-one days following the final Maturity Date of any Term Loans incurred hereunder (it being understood that this clause (c) shall not prohibit Indebtedness the terms of which permit the issuer thereof to elect, at its option, to make payments in cash of interest or other amounts in respect of the principal thereof prior to the date determined in accordance with clauses (i) and (ii) of this clause (c)) and (d) that is not Guaranteed by the Borrower or any Restricted Subsidiary, (e) that shall not be secured by any Equity Interests in, or any other assets owned by, in each case, the Company or any Restricted Subsidiaries, (f) that is not exchangeable or convertible into Indebtedness or Equity Interests of the Borrower or any Restricted Subsidiaries and (g) that does not prohibit, restrict or impose any condition upon the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary of the Company or to guarantee Indebtedness of the Company or any Restricted Subsidiary thereof under this Agreement or the other Loan Documents.

“ Qualified Securitization Financing ” means any Securitization Financing of a Securitization Subsidiary that meets the following conditions: (a) the board of directors of the Borrower shall have determined in good faith that such Qualified Securitization Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Borrower and the Securitization Subsidiary, (b) all sales and/or contributions of Securitization Assets and related assets to the Securitization Subsidiary are made at Fair Market Value and (c) the financing terms, covenants, termination events and other provisions thereof, including any Standard Securitization Undertakings, shall be market terms (as determined in good faith by the Borrower). The grant of a security interest in any Securitization Assets of the Borrower or any Restricted Subsidiary (other than a Securitization Subsidiary) to secure Indebtedness under this Agreement prior to engaging in any Securitization Financing shall not be deemed a Qualified Securitization Financing.

“ Qualifying IPO ” means the issuance by the Company or any direct or indirect parent of the Company of its common Equity Interests in an amount equal to or in excess of $1,000,000,000 after the Closing Date in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

“ Quarterly Financial Statements ” means the unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries for the most recent fiscal quarter ended at least forty days before the Closing Date.

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“ Real Estate ” means land, buildings and improvements owned or leased by any Loan Party, but excluding all operating fixtures and equipment, whether or not incorporated into improvements.

“ Refinanced Bridge Indebtedness ” has the meaning specified in Section 7.03(s).

“ Refinanced Bridge Indebtedness Documentation ” shall mean any notes, indentures, loan agreements and/or other documentation or instruments governing any Refinanced Bridge Indebtedness.

“ Refinanced Term Loans ” has the meaning specified in Section 10.01.

“ Register ” has the meaning specified in Section 10.07(d).

“ Rejection Notice ” has the meaning specified in Section 2.05(b)(vi).

“ Related Business Assets ” means assets (other than Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Borrower or a Restricted Subsidiary in exchange for assets transferred by the Borrower or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon the receipt by the Borrower or a Restricted Subsidiary of the securities of such Person, such Person would become a Restricted Subsidiary.

“ Related Parties ” means, with respect to any specified Person, such Person’s Affiliates and the directors, officers, employees, agents, trustees and advisors of such Person and any Person that possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of such Person whether through the ability to exercise voting power, by contract or otherwise.

“ Repaid Tranche B-3 Loans ” shall have the meaning provided in Section 2.05(a)(i)(y).

“ Replacement Term Loans ” has the meaning specified in Section 10.01.

“ Reportable Event ” means, with respect to any Plan, any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the thirty-day notice period has been waived.

“ Request for Credit Extension ” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

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“ Required Facility Lenders ” means, with respect to any Facility on any date of determination, Lenders having more than 50% of the sum of (i) the Total Outstandings under such Facility (with the aggregate Dollar Amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans, as applicable, under such Facility being deemed “held” by such Lender for purposes of this definition) and (ii) the aggregate unused Commitments under such Facility; provided that the unused Commitments of, and the portion of the Total Outstandings under such Facility held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of the Required Facility Lenders.

“ Required Initial Term Loan Lenders ” means, at any date, Lenders having or holding a majority of the aggregate outstanding principal amount of the Initial Term Loans at such date.

“ Required Initial Tranche B-1 Term Loan Lenders ” means, at any date, Lenders having or holding a majority of the aggregate outstanding principal amount of the Initial Tranche B-1 Term Loans at such date.

“ Required Initial Tranche B-2 Term Loan Lenders ” means, at any date, Lenders having or holding a majority of aggregate outstanding principal amount of the Initial Tranche B-2 Term Loans at such date.

“ Required Initial Tranche B-3 Term Loan Lenders ” means, at any date, Lenders having or holding a majority of the aggregate outstanding principal amount of the Initial Tranche B-3 Term Loans at such date.

“ Required Lenders ” means, as of any date of determination, Lenders having more than 50% of the sum of the (a) Total Outstandings (with the aggregate Dollar Amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition), (b) aggregate unused Term Commitments and (c) aggregate unused Revolving Credit Commitments; provided that the unused Term Commitment and unused Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“ Responsible Officer ” means the chief executive officer, president, senior vice president, vice president, chief financial officer, treasurer or assistant treasurer or other similar officer or Person performing similar functions of the applicable Loan Party and, as to any document delivered on the Closing Date, any secretary or assistant secretary of the applicable Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of the applicable Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. Unless otherwise specified, all references to a “Responsible Officer” herein shall refer to a Responsible Officer of the Company.

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“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of the Borrower or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to the Borrower’s stockholders, partners or members (or the equivalent Persons thereof).

“ Restricted Subsidiary ” means, unless otherwise specified, any Subsidiary of the Company other than an Unrestricted Subsidiary, an Excluded Subsidiary and the Borrower.

“ Retained Declined Proceeds ” has the meaning specified in Section 2.05(b)(vi).

“ Revaluation Date ” means (a) with respect to any Alternative Currency Revolving Credit Loan, each of the following: (i) each date of a Borrowing of a Eurocurrency Rate Loan denominated in an Alternative Currency, (ii) each date of a continuation of a Eurocurrency Rate Loan denominated in an Alternative Currency pursuant to Section 2.02, and (iii) such additional dates as the Administrative Agent shall determine or the Required Facility Lenders under the Alternative Currency Revolving Credit Facility shall require; (b) with respect to any Alternative Currency Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (iii) each date of any payment by an Alternative Currency L/C Issuer under any Letter of Credit denominated in an Alternative Currency and (iv) such additional dates as the Administrative Agent or the Alternative Currency L/C Issuer shall determine or the Required Facility Lenders under the Alternative Currency Revolving Credit Facility shall require.

“ Revolving Commitment Increase ” has the meaning specified in Section 2.14(a).

“ Revolving Commitment Increase Lender ” has the meaning specified in Section 2.14(f).

“ Revolving Credit Borrowing ” means the collective reference to a Dollar Revolving Credit Borrowing or an Alternative Currency Revolving Credit Borrowing.

“ Revolving Credit Commitments ” means the collective reference to the Dollar Revolving Credit Commitment and each Alternative Currency Revolving Credit Commitment.

“ Revolving Credit Exposure ” means the collective reference to the Dollar Revolving Credit Exposure and each Alternative Currency Revolving Credit Exposure.

“ Revolving Credit Facilities ” means the collective reference to the Dollar Revolving Credit Facility and each Alternative Currency Revolving Credit Facility.

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“ Revolving Credit Lenders ” means the collective reference to the Dollar Revolving Credit Lenders and each Alternative Currency Revolving Credit Lender.

“ Revolving Credit Loans ” means the collective reference to the Dollar Revolving Credit Loans and each Alternative Currency Revolving Credit Loan.

“ Revolving Credit Notes ” means the collective reference to the Dollar Revolving Credit Notes and each Alternative Currency Revolving Credit Note.

“ S&P ” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

“ Same Day Funds ” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency.

“ SEC ” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“ Section 6.01 Financials ” means the financial statements delivered, or required to be delivered, pursuant to Section 6.01(a) or (b) together with the accompanying officer’s certificate delivered, or required to be delivered, pursuant to such provisions.

“ Secured Hedge Agreement ” means any Swap Contract permitted under Section 7.03(f) that is entered into by and between any Loan Party or any Restricted Subsidiary and any Hedge Bank.

“ Secured Parties ” means, collectively, the Administrative Agent, the Lenders (including each L/C Issuer and the Swing Line Lender), each Hedge Bank, each Cash Management Bank, the Supplemental Administrative Agent and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.01(c).

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

“ Securitization Assets ” means the accounts receivable, royalty or other revenue streams and other rights to payment subject to a Qualified Securitization Financing and the proceeds thereof.

“ Securitization Fees ” means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Securitization Subsidiary in connection with any Qualified Securitization Financing.

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“ Securitization Financing ” means any transaction or series of transactions that may be entered into by the Borrower or any of its Subsidiaries pursuant to which the Borrower or such Subsidiary may sell, convey or otherwise transfer to (a) a Securitization Subsidiary (in the case of a transfer by the Borrower or any of its Subsidiaries) or (b) any other Person (in the case of a transfer by a Securitization Subsidiary), or may grant a security interest in, any Securitization Assets of the Borrower or any of its Subsidiaries, and any assets related thereto, including all collateral securing such Securitization Assets, all contracts and all guarantees or other obligations in respect of such Securitization Assets, proceeds of such Securitization Assets and other assets that are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving Securitization Assets.

“ Securitization Repurchase Obligation ” means any obligation of a seller of Securitization Assets in a Qualified Securitization Financing to repurchase Securitization Assets arising as a result of a breach of a Standard Securitization Undertaking, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, offset or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

“ Securitization Subsidiary ” means a wholly owned Subsidiary of the Borrower (or another Person formed for the purposes of engaging in a Qualified Securitization Financing in which the Borrower or any Subsidiary of the Borrower makes an Investment and to which the Borrower or any Subsidiary of the Borrower transfers Securitization Assets and related assets) that engages in no activities other than in connection with the financing of Securitization Assets of the Borrower or its Subsidiaries, all proceeds thereof and all rights (contingent and other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the board of directors of the Borrower or such other Person (as provided below) as a Securitization Subsidiary and (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Company or any Subsidiary of the Company, other than another Securitization Subsidiary (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Company or any Subsidiary of the Company, other than another Securitization Subsidiary, in any way other than pursuant to Standard Securitization Undertakings or (iii) subjects any property or asset of the Company or any Subsidiary of the Company, other than another Securitization Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings, (b) with which none of the Company or any Subsidiary of the Company, other than another Securitization Subsidiary, has any material contract, agreement, arrangement or understanding other than on terms which the Company reasonably believes to be no less favorable to the Borrower or such Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Company, (c) to which none of the Company or any Subsidiary of the Company, other than another Securitization Subsidiary, has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results and (d) which is organized in a customary manner to reduce the

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likelihood that it would be substantively consolidated with the Company, the Borrower or any of their respective Subsidiaries (other than any other Securitization Subsidiaries) in the event the Company, the Borrower or any such Subsidiary becomes subject to a proceeding under any Debtor Relief Laws (or other insolvency law). Any such designation by the board of directors of the Borrower or such other Person shall be evidenced to the Administrative Agent by delivery to the Administrative Agent of a certified copy of the resolution of the board of directors of the Borrower or such other Person giving effect to such designation and a certificate executed by a Responsible Officer of the Borrower certifying that such designation complied with the foregoing conditions.

“ Security Agreement ” means, collectively, the Pledge and Security Agreement executed by the Loan Parties, substantially in the form of Exhibit G , together with each other Security Agreement Supplement executed and delivered pursuant to Section 6.11.

“ Security Agreement Supplement ” has the meaning specified in the Security Agreement.

“ Senior Cash-Pay Notes ” means the senior unsecured cash-pay notes, if any, due 2015, issued by the Borrower, as issuer, and ACFI, as co-issuer, pursuant to the Senior Exchange Notes Indenture.

“Senior Exchange Notes ” shall mean senior unsecured exchange notes due 2015 and 2017 to be issued in connection with the refinancing of the Senior Interim Loans or the exchange of the Senior Term Loans under the Senior Exchange Notes Indenture, in aggregate principal amount of up to $7,700,000,000 ( less the amount of any Senior Interim Loans or Senior Term Loans that remain outstanding after the issuance of the Senior Exchange Notes), together with interest (including any PIK Interest Amount), fees and all other amounts payable in connection therewith.

“Senior Exchange Notes Indenture ” shall mean the indenture to be entered into in connection with the refinancing of the Senior Interim Loans or the exchange of the Senior Term Loans, among the Borrower, ACFI, as the co-issuer, the Company, the guarantors party thereto and Wells Fargo Bank, N.A., as trustee, pursuant to which the Senior Exchange Notes shall be issued.

“ Senior Facility ” means either (a) the Senior Exchange Notes, (b) the Senior Interim Loans or (c) the Senior Term Loans (as defined in the Senior Interim Loan Credit Agreement), as the case may be.

“ Senior Interim Cash Pay Loans ” means the loans, if any, extended on the Closing Date pursuant to the Senior Interim Loan Credit Agreement.

“ Senior Interim Loan Credit Agreement ” means the Senior Interim Loan Credit Agreement of even date herewith, by and among the Company, the Borrower, ACFI, as co-borrower, Citibank, as administrative agent, and other lenders party thereto from time to time.

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“ Senior Interim Loan Documents ” means the Senior Interim Loan Credit Agreement, the senior interim loan promissory note and the guaranty related thereto.

“ Senior Interim Loans ” means the Senior Interim Cash Pay Loans and the Senior Interim Toggle Loans.

“ Senior Interim Toggle Loans ” means the loans, if any, extended on the Closing Date pursuant to the Senior Interim Loan Credit Agreement.

“ Senior Secured Leverage Ratio ” means, with respect to any date of determination, the ratio of (a) Consolidated Senior Secured Debt as of the last day of the Test Period then last ended to (b) Consolidated EBITDA of the Company for such Test Period.

“ Senior Secured Leverage Ratio Test ” means, as of any date of determination, with respect to the last day of the most recently ended Test Period (and calculated on a Pro Forma Basis), the Senior Secured Leverage Ratio shall be no greater than 5.25 to 1.0.

“ Senior Toggle Notes ” means the senior unsecured toggle notes, if any, due 2017, issued by the Borrower, as issuer, and ACFI, as co-issuer, pursuant to the Senior Exchange Notes Indenture.

“ Similar Business ” means any business conducted or proposed to be conducted by the Company, the Borrower and the Restricted Subsidiaries on the Closing Date and any reasonable extension thereof or any business that is similar, reasonably related, incidental or ancillary thereto.

“ Sold Entity or Business ” has the meaning specified in the definition of the term “Consolidated EBITDA.”

“ Solvent ” and “ Solvency ” mean, with respect to any Person on any date of determination, that on such date both (i) (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person has not incurred and does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital and (ii) such Person is “solvent” within the meaning given that term and similar terms under Debtor Relief Laws. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

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“ SPC ” has the meaning specified in Section 10.07(i).

“ Specified Subsidiary ” means, at any date of determination, (a) each Material Subsidiary of the Company (other than the Borrower), (b) each Unrestricted Subsidiary (in either case of (a) and (b), (i) the total assets of which at the last day of the most recent Test Period were equal to or greater than 10.0% of Total Assets on such date or (ii) the gross revenues of which for such Test Period were equal to or greater than 10.0% of the consolidated gross revenues of the Company, the Borrower and the Restricted Subsidiaries for such period, in the case of each of clause (i) and (ii), calculated on a Pro Forma Basis and determined in accordance with GAAP) and (c) each other Subsidiary that is the subject of an Event of Default under Section 8.01(f) or Section 8.01(g) and that, when such Subsidiary’s total assets or gross revenues are aggregated with the total assets or gross revenues, as applicable, of each other Subsidiary that is the subject of an Event of Default under Section 8.01(f) or Section 8.01(g), would constitute a Specified Subsidiary under clause (b) above.

“ Specified Transaction ” means any Investment, Disposition, Permitted Acquisition, incurrence or repayment of Indebtedness, Restricted Payment, Subsidiary designation, Incremental Term Loan or Revolving Commitment Increase that by the terms of this Agreement requires such test to be calculated on a “Pro Forma Basis” or after giving “Pro Forma Effect” (including, with respect to any Test Period during which the Transactions are included, the Transactions).

“ Sponsor Management Agreement ” means the management agreement between certain of the management companies associated with the Sponsors or their advisors and the Company.

“ Sponsor Termination Fees ” means the one time payment under the Sponsor Management Agreement of a termination fee to one or more of the Sponsors and their Affiliates in the event of either a Change of Control or the completion of a Qualifying IPO.

“ Sponsors ” means GS Capital Partners VI Fund, L.P. and TPG Partners V, L.P. and, if applicable, each of their respective Affiliates and funds or partnerships managed by any of them or any of their respective Affiliates, but not including, however, any of their respective portfolio companies.

“ Spot Rate ” for a currency means the rate determined by the Administrative Agent or an Alternative Currency L/C Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date that is two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or an Alternative Currency L/C Issuer may obtain such spot rate from another financial institution designated by the Administrative Agent or such Alternative Currency L/C Issuer if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided that the Alternative Currency L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Alternative Currency Letter of Credit denominated in an Alternative Currency.

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“ Standard Securitization Undertakings ” means representations, warranties, covenants and indemnities entered into by the Company or any Subsidiary of the Company that the Borrower has determined in good faith to be customary in a Securitization Financing

“ Sterling ” and “ £ ” mean the lawful currency of the United Kingdom.

“ Subsidiary ” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity (excluding, for the avoidance of doubt, charitable foundations) of which at least a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Company.

“ Successor Borrower ” has the meaning specified in Section 7.04(d).

“ Supplemental Administrative Agent ” has the meaning specified in Section 9.15(a) and “Supplemental Administrative Agents” shall have the corresponding meaning.

“ Swap Contract ” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “ Master Agreement ”), including any such obligations or liabilities under any Master Agreement.

“ Swap Termination Value ” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date on which such Swap Contracts have been closed out and termination value(s) determined in accordance therewith,

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such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“ Swing Line Borrowing ” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“ Swing Line Facility ” means the revolving credit facility made available by the Swing Line Lender pursuant to Section 2.04.

“ Swing Line Lender ” means Citibank, in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“ Swing Line Loan ” has the meaning specified in Section 2.04(a).

“ Swing Line Loan Notice ” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit A-2 .

“ Swing Line Obligations ” means, as at any date of determination, the aggregate Outstanding Amount of all Swing Line Loans outstanding.

“ Swing Line Sublimit ” means an amount equal to the lesser of (a) $100,000,000 and (b) the aggregate Dollar Amount of the Dollar Revolving Credit Commitments. The Swing Line Sublimit is part of, and not in addition to, the Dollar Revolving Credit Commitments.

“ Syndication Agent ” means Goldman Sachs Credit Partners L.P., as syndication agent under this Agreement.

“ TARGET Day ” means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) payment system (or, if such payment system ceases to be operative, such other payment system (if any) determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.

“ Taxes ” has the meaning specified in Section 3.01(a).

“ Term Borrowing ” means the collective reference to an Initial Term Borrowing and a Delayed Draw Term Borrowing.

“ Term Commitment ” means the collective reference to an Initial Term Commitment and a Delayed Draw Term Commitment.

“ Term Lender ” means the collective reference to Initial Term Lenders or Delayed Draw Term Lenders.

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“ Term Loan ” means the collective reference to an Initial Term Loan and a Delayed Draw Term Loan.

“ Term Note ” means an Initial Term Note or a Delayed Draw Term Note.

“ Test Period ” in effect at any time means the most recent period of four consecutive fiscal quarters of the Company ended on or prior to such time (taken as one accounting period) in respect of which financial statements for each quarter or fiscal year in such period have been or are required to be delivered pursuant to Section 6.01(a) or (b); provided that, prior to the first date on which financial statements have been or are required to be delivered pursuant to Section 6.01(a) or (b), the Test Period in effect shall be the period of four consecutive fiscal quarters of the Borrower ended September 30, 2007. A Test Period may be designated by reference to the last day thereof ( i.e. , the “September 30, 2007 Test Period” refers to the period of four consecutive fiscal quarters of the Company ended September 30, 2007), and a Test Period shall be deemed to end on the last day thereof.

“ Threshold Amount ” means $150,000,000.

“ Total Assets ” means the total assets of the Company, the Borrower and the Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of the Company delivered pursuant to Section 6.01(a) or (b) or, for the period prior to the time any such statements are so delivered pursuant to Section 6.01(a) or (b), the Pro Forma Financial Statements.

“ Total Initial Term Loan Commitment ” means the sum of the Initial Term Loan Commitments of all Lenders.

“ Total Initial Tranche B-1 Term Loan Commitment ” means the sum of the Initial Tranche B-1 Term Loan Commitments of all Lenders.

“ Total Initial Tranche B-2 Term Loan Commitment ” means the sum of the Initial Tranche B-2 Term Loan Commitments of all Lenders.

“ Total Initial Tranche B-3 Term Loan Commitment ” means the sum of the Initial Tranche B-3 Term Loan Commitments of all Lenders.

“ Total Leverage Ratio ” means, with respect to any Test Period, the ratio of (a) Consolidated Total Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.

“ Total Leverage Ratio Test ” means, as of any date of determination, with respect to the last day of the most recently ended Test Period (and calculated on a Pro Forma Basis), the Total Leverage Ratio shall be no greater than 7.25 to 1.0.

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“ Total Outstandings ” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“ Transaction ” means, on or about the Closing Date, collectively, (a) the Equity Contribution, (b) the Merger, (c) the funding of the Term Loans on the Closing Date, (d) the funding of the Senior Interim Loans, (e) the Debt Offers (as defined in the Merger Agreement), (f) the termination of the Five-Year Revolving Credit Agreement, dated as of July 28, 2004, among the Company, as the borrower, Bank of America, N.A., as the administrative agent and the L/C issuing bank, JPMorgan Chase Bank, N.A., as the syndication agent, Banc of America Securities LLC and J.P. Morgan Securities Inc., as the joint lead arrangers and the joint bookrunners, Citicorp USA, Inc., Keybank National Association, Wachovia Bank, National Association and Barclays Bank PLC, as co-documentation agents, and the other lenders party thereto from time to time, (g) the consummation of any other transactions in connection with the foregoing and (h) the payment of the fees and expenses incurred in connection with any of the foregoing.

“ Transaction Expenses ” means any fees or expenses incurred or paid by the Company or any of its Subsidiaries in connection with the Transaction, this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.

“ Treasury Rate ” means at any date, the yield to maturity as of such date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to such date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such date to the date which is three years following the Closing Date; provided , however , that if the period from such date to the date which is three years following the Closing Date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“ Trust Indenture Act ” has the meaning specified in Section 9.11.

“ Type ” means, with respect to a Loan denominated in Dollars, its character as a Base Rate Loan or a Eurocurrency Rate Loan.

“ Uniform Commercial Code ” means the Uniform Commercial Code or any successor provision thereof as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code or any successor provision thereof (or similar code or statute) of another jurisdiction, to the extent that it may be required to apply to any item or items of Collateral.

“ United States ” and “ U.S. ” mean the United States of America.

“ Unreimbursed Amount ” has the meaning specified in Section 2.03(c)(i).

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“ Unrestricted Subsidiary ” means, unless otherwise specified, (i) each Subsidiary of the Company listed on Schedule 1.01B , (ii) each Securitization Subsidiary, (iii) any Subsidiary of the Company designated by the board of directors of the Company as an Unrestricted Subsidiary pursuant to and in accordance with Section 6.14 subsequent to the date hereof provided that at such time (or promptly thereafter) the Borrower shall have provided written notice of such designation to the Administrative Agent and (iv) any Subsidiary of an Unrestricted Subsidiary, in each case, until such Person ceases to be an Unrestricted Subsidiary of the Company in accordance with Section 6.14 or ceases to be a Subsidiary of the Company. In no event shall any License Subsidiary or the Borrower constitute or be designated as an Unrestricted Subsidiary.

“ USA PATRIOT Act ” means The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)), as amended or modified from time to time.

“ U.S. Lender ” has the meaning specified in Section 3.01(d).

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

“ wholly owned ” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or by one or more wholly owned Subsidiaries of such Person.

“ Withdrawal Liability ” means the liability of the Company, the Borrower or an ERISA Affiliate as a result of a complete or partial withdrawal from a Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

SECTION 1.02. Other Interpretive Provisions . With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) (i) The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

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(ii) Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.

(iii) The term “including” is by way of example and not limitation.

(iv) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(c) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(d) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

SECTION 1.03. Accounting Terms .

(a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, applied in a manner consistent with that used in preparing the Annual Financial Statements, except as otherwise specifically prescribed herein.

(b) Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test contained in this Agreement with respect to any period during which any Specified Transaction occurs, the Total Leverage Ratio and the Senior Secured Leverage Ratio shall be calculated with respect to such period and such Specified Transaction on a Pro Forma Basis.

SECTION 1.04. Rounding . Any financial ratios required to be satisfied in order for a specific action to be permitted under this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

SECTION 1.05. References to Agreements, Laws, Etc . Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are permitted by any Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

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SECTION 1.06. Times of Day . Unless otherwise specified, all references herein to times of day shall be references to New York, New York time (daylight or standard, as applicable).

SECTION 1.07. [ Reserved ]

SECTION 1.08. Currency Equivalents Generally .

(a) The Administrative Agent or the applicable Alternative Currency L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Amount as so determined by the Administrative Agent or the Alternative Currency L/C Issuer, as applicable.

(b) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension of an Alternative Currency Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Eurocurrency Rate Loan or Alternative Currency Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the applicable Alternative Currency L/C Issuer, as the case may be.

(c) Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment may be incurred at any time under such Sections.

(d) For purposes of determining compliance under Sections 7.02, 7.05 and 7.06, any amount in a currency other than Dollars will be converted to Dollars in a manner consistent with that used in calculating Net Income in the Company’s annual financial statements delivered pursuant to Section 6.01(a); provided , however , that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness.

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SECTION 1.09. Change in Currency .

(a) Each obligation of the Borrower to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Alternative Currency Revolving Credit Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Alternative Currency Revolving Credit Borrowing, at the end of the then current Interest Period.

(b) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

(c) Each provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency.

ARTICLE II

The Commitments and Credit Extensions

SECTION 2.01. The Loans .

(a) The Term Borrowings .

(i) Subject to the terms and conditions set forth herein,

(x) each Lender having an Initial Tranche B-1 Term Loan Commitment severally, but not jointly, agrees to make a loan or loans (each, an “ Initial Tranche B-1 Term Loan ” and, collectively, the “ Initial Tranche B-1 Term Loans ”) in Dollars on the Closing Date to the Borrower, which Initial Tranche B-1 Term Loans shall not exceed (A) for any such Lender the Initial Tranche B-1 Term Loan Commitment of such Lender and (B) in the aggregate, the Total Initial Tranche B-1 Term Loan Commitment;

(y) each Lender having an Initial Tranche B-2 Term Loan Commitment severally, but not jointly, agrees to make a loan or loans (each, an “Initial Tranche B-2 Term Loan” and, collectively, the “Initial

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Tranche B-2 Term Loans ”) in Dollars on the Closing Date to the Borrower, which Initial Tranche B-2 Term Loans shall not exceed (A) for any such Lender the Initial Tranche B-2 Term Loan Commitment of such Lender and (B) in the aggregate, the Total Initial Tranche B-2 Term Loan Commitment;

(z) each Lender having an Initial Tranche B-3 Term Loan Commitment severally agrees, but not jointly, to make a loan or loans (each, an “ Initial Tranche B-3 Term Loan ” and, collectively, the “ Initial Tranche B-3 Term Loans ”) in Dollars on the Closing Date to the Borrower, which Initial Tranche B-3 Term Loans shall not exceed (A) for any such Lender the Initial Tranche B-3 Term Loan Commitment of such Lender and (B) in the aggregate, the Total Initial Tranche B-3 Term Loan Commitment.

Such Initial Term Loans (i) shall be made on the Closing Date, (ii) shall not exceed for any such Lender, the Initial Term Loan Commitment of such Lender and (iii) shall not exceed, in the aggregate, the Total Initial Term Loan Commitments.

(ii) Subject to the terms and conditions set forth herein, each Delayed Draw Term Lender severally agrees to make to the Borrower loans denominated in Dollars as elected by the Borrower pursuant to Section 2.02 (each such loan, a “ Delayed Draw Term Loan ”) from time to time, on any Business Day after the Closing Date until the Delayed Draw Term Commitment Expiration Date, in an aggregate Dollar Amount not to exceed at any time outstanding the amount of such Delayed Draw Term Lender’s Delayed Draw Term Commitment.

(iii) Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

(b) The Revolving Credit Borrowings . Subject to the terms and conditions set forth herein, (i) each Dollar Revolving Credit Lender severally agrees to make loans denominated in Dollars to the Borrower as elected by the Borrower pursuant to Section 2.02 (each such loan, a “ Dollar Revolving Credit Loan ”) from time to time, on any Business Day after the Closing Date until the Maturity Date, in an aggregate Dollar Amount not to exceed at any time outstanding the amount of such Lender’s Dollar Revolving Credit Commitment; provided that after giving effect to any Dollar Revolving Credit Borrowing, the aggregate Outstanding Amount of the Dollar Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Dollar L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Dollar Revolving Credit Commitment; and (ii) each Alternative Currency Revolving Credit Lender under each Alternative Currency Revolving Credit Facility of a given currency established in accordance with Section 2.14 severally agrees to make loans in an Alternative Currency to the Borrower as elected by the Borrower pursuant to Section 2.02 (each such loan,

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with respect to such Alternative Currency Revolving Credit Facility, an “ Alternative Currency Revolving Credit Loan ” under such Facility) from time to time, on any Business Day until the Maturity Date, in an aggregate Dollar Amount not to exceed at any time outstanding the amount of such Lender’s Alternative Currency Revolving Credit Commitment; provided that after giving effect to any Alternative Currency Revolving Credit Borrowing, the aggregate Outstanding Amount of the Alternative Currency Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Alternative Currency L/C Obligations shall not exceed such Lender’s Alternative Currency Revolving Credit Commitment under the applicable Alternative Currency Revolving Credit Facility. Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(b), prepay under Section 2.05 and reborrow under this Section 2.01(b). Dollar Revolving Credit Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein, and Alternative Currency Revolving Credit Loans must be Eurocurrency Rate Loans, as further provided herein.

SECTION 2.02. Borrowings, Conversions and Continuations of Loans .

(a) Each Term Borrowing, each Revolving Credit Borrowing (other than Swing Line Borrowings with respect to which this Section 2.02 shall not apply), each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 12:00 noon (i) three Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Dollars or any conversion of Base Rate Loans to Eurocurrency Rate Loans, (ii) four Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in an Alternative Currency and (iii) one (1) Business Day before the requested date of any Borrowing of Base Rate Loans; provided that the notice referred to in subclause (i) above may be delivered not later than 9:00 a.m. two Business Days prior to the Closing Date in the case of the initial Credit Extensions. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal Dollar Amount of $2,500,000 or a whole multiple of the Dollar Amount of $500,000 in excess thereof in the case of Term Loans or Revolving Credit Loans; provided that each Delayed Draw Term Borrowing shall be in a principal amount of $10,000,000 or a whole multiple of $200,000 in excess thereof ( provided that such Delayed Draw Term Borrowing may be less than $10,000,000 if such amount represents the aggregate amount of the remaining unfunded Delayed Draw Term Commitments). Except as provided in Sections 2.03(c), 2.04(b) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify as to (i) whether the Borrower is requesting an Initial Term Borrowing, a Delayed Draw Term Borrowing, a Dollar Revolving Credit Borrowing, an Alternative Currency Revolving Credit Borrowing, a conversion of Term Loans

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or Revolving Credit Loans from one Type to the other or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the currency in which the Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, (vi) if applicable, the duration of the Interest Period with respect thereto, (vii) in the case of Revolving Credit Loans denominated in Dollars, whether such Revolving Credit Loans are being borrowed under the Dollar Revolving Credit Facility or the Alternative Currency Revolving Credit Facility and (viii) in the case of Alternative Currency Revolving Credit Loans, the Alternative Currency Revolving Credit of a given currency under which such Alternative Currency Revolving Credit Borrowing is to be made; provided that the Interest Period for Term Loans for the thirty-day period immediately following the Closing Date shall be one week or such shorter Interest Period if agreed upon by the Borrower and the Administrative Agent. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans (unless the Loan being made or continued is denominated in an Alternative Currency, in which case it shall be made or continued as a Eurocurrency Rate Loan with an Interest Period of one month). Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period (or fails to give a timely notice requesting a continuation of Eurocurrency Rate Loans denominated in an Alternative Currency), it will be deemed to have specified an Interest Period of one month. If no currency is specified, the requested Borrowing shall be in Dollars.

(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Pro Rata Share of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Loans denominated in an Alternative Currency described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than 2:00 p.m. in the case of any Loan denominated in Dollars, and not later than the Applicable Time in the case of any Loan denominated in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice; provided that such funds may be made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is on the Closing Date, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the

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Administrative Agent by the Borrower; provided that if, on the date on which the Committed Loan Notice with respect to a Borrowing under a Revolving Credit Facility is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowings and second, to the Borrower as provided above.

(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of an Event of Default, the Administrative Agent or the Required Facility Lenders may require that no Loans under the applicable Facility may be converted to or continued as Eurocurrency Rate Loans and the Required Facility Lenders under the Alternative Currency Revolving Credit Facility may require that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be redenominated into Dollars in the amount of the Dollar Amount thereof, on the last day of the then current Interest Period with respect thereto.

(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive absent manifest error. At any time when Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Administrative Agent’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

(e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than five Interest Periods with respect to all Term Borrowings outstanding and no more than twenty-five Interest Periods with respect to all Revolving Credit Borrowings outstanding in effect unless otherwise agreed between the Borrower and the Administrative Agent.

(f) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

(g) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s Pro Rata Share of such Borrowing, the Administrative Agent may assume that such Lender has made such Pro Rata Share available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.02(b), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of

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such Lender and the Borrower severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date on which such amount is made available to the Borrower to the date on which such amount is repaid to the Administrative Agent at, (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing, and (ii) in the case of such Lender, the Overnight Rate plus any administrative, processing, or similar fees customarily charged by the Administrative Agent in accordance with the foregoing. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim that the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

SECTION 2.03. Letters of Credit .

(a) The Letter of Credit Commitments .

(i) Subject to the terms and conditions set forth herein, (A)(1) each Dollar L/C Issuer agrees, in reliance upon the agreements of the other Dollar Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Dollar Letters of Credit for the account of the Borrower ( provided that any Dollar Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Dollar Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drawings under the Dollar Letters of Credit and (2) the Dollar Revolving Credit Lenders severally agree to participate in Dollar Letters of Credit issued pursuant to this Section 2.03 and (B)(1) each Alternative Currency L/C Issuer agrees, in reliance upon the agreements of the other Alternative Currency Revolving Credit Lenders of the applicable Alternative Currency Revolving Credit Facility set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Alternative Currency Letters of Credit denominated in an Alternative Currency for the account of the Borrower ( provided that any Alternative Currency Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Alternative Currency Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drawings under the Alternative Currency Letters of Credit issued by it under the applicable Alternative Currency Revolving Credit Facility and (2) the Alternative Currency Revolving Credit Lenders under the applicable Alternative Currency Revolving Credit Facility severally agree to participate in Alternative Currency Letters of Credit issued pursuant to this Section 2.03 in respect of such Alternative Currency Revolving Credit Facility; provided that L/C Issuers shall not be obligated to make L/C Credit Extensions with respect to Letters of Credit, and Lenders shall not be obligated to participate in Letters of

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Credit if, as of the date of the applicable (I) Dollar Letter of Credit, (x) the Dollar Revolving Credit Exposure of any Lender would exceed such Lender’s Dollar Revolving Credit Commitment, (y) the Outstanding Amount of the Dollar L/C Obligations would exceed the Dollar Revolving Credit Commitment or (z) the Outstanding Amount of all L/C Obligations would exceed the L/C Sublimit and (II) Alternative Currency Letter of Credit, (x) the Alternative Currency Revolving Credit Exposure of any Lender would exceed such Lender’s Alternative Currency Revolving Credit Commitment or (y) the Outstanding Amount of all L/C Obligations would exceed the L/C Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

(ii) An L/C Issuer shall not issue any Letter of Credit if:

(1) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless otherwise agreed by the L/C Issuer and the Administrative Agent; or

(2) the expiry date of such requested Letter of Credit would occur after the applicable Letter of Credit Expiration Date, unless (1) each Appropriate Lender shall have approved such expiry date or (2) the Outstanding Amount of the L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized.

(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);

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(B) the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally; or

(C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is to be denominated in a currency other than (i) in the case of Dollar Letters of Credit, Dollars and (ii) in the case of Alternative Currency Letters of Credit, Dollars or an Alternative Currency.

(iv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(v) Each L/C Issuer shall act on behalf of the Appropriate Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken of omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters of Credit .

(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to an L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the relevant L/C Issuer and the Administrative Agent not later than 12:00 noon at least two (2) Business Days prior to the proposed issuance date or date of amendment, as the case may be; or, in each case, such later date and time as the relevant L/C Issuer may agree to in a particular instance in its sole discretion. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer: (a) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (b) the amount thereof; (c) the expiry date thereof; (d) the name and address of the beneficiary thereof; (e) the documents to be presented by such beneficiary in case of any drawing thereunder; (f) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (g) the currency in which the requested Letter of Credit will be denominated and whether such Letter of Credit shall constitute a Dollar Letter of Credit or an Alternative Currency Letter of Credit; (h) in the case of an Alternative Currency Letter of Credit, the Alternative Currency Revolving Credit Facility under which such Letter of Credit Shall be issued and (i) such other matters as the relevant L/C Issuer may reasonably request. In the case

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of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the relevant L/C Issuer may reasonably request.

(ii) Promptly after receipt of any Letter of Credit Application, the relevant L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the relevant L/C Issuer has received written notice from any Revolving Credit Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be. Immediately upon the issuance of (x) each Dollar Letter of Credit, each Dollar Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from the relevant L/C Issuer a risk participation in such Dollar Letter of Credit in an amount equal to the product of such Dollar Revolving Credit Lender’s Pro Rata Share times the amount of such Dollar Letter of Credit and (y) each Alternative Currency Letter of Credit under a given Alternative Currency Revolving Credit Facility, each Alternative Currency Revolving Credit Lender under such Alternative Currency Revolving Credit Facility shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from the relevant L/C Issuer a risk participation in such Alternative Currency Letter of Credit in an amount equal to the product of such Alternative Currency Revolving Credit Lender’s Pro Rata Share times the amount of such Alternative Currency Letter of Credit.

(iii) If the Borrower so requests in any applicable Letter of Credit Application, the relevant L/C Issuer shall agree to issue a Letter of Credit that has automatic renewal provisions (each, an “ Auto-Renewal Letter of Credit ”); provided that any such Auto-Renewal Letter of Credit must permit the relevant L/C Issuer to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “ Nonrenewal Notice Date ”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the relevant L/C Issuer, the Borrower shall not be required to make a specific request to the relevant L/C Issuer for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the applicable Lenders shall be deemed to have authorized (but may not require) the relevant L/C Issuer to permit the renewal of such Letter of Credit at any time until an expiry date not later than the applicable Letter of Credit Expiration Date; provided that the relevant L/C Issuer shall not permit any such renewal if (A) the relevant L/C Issuer has determined that it would not be permitted, or would have no obligation at such time, to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice

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(which may be by telephone or in writing) on or before the day that is five Business Days before the Nonrenewal Notice Date from the Administrative Agent or any Revolving Credit Lender, as applicable, or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied.

(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the relevant L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c) Drawings and Reimbursements; Funding of Participations .

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. In the case of an Alternative Currency Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the relevant Alternative Currency L/C Issuer in such Alternative Currency, unless (A) the L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the relevant Alternative Currency L/C Issuer promptly following its receipt of the notice of drawing that the Borrower will reimburse such Alternative Currency L/C Issuer in Dollars. In the case of any such reimbursement in Dollars of a drawing under an Alternative Currency Letter of Credit denominated in an Alternative Currency, the relevant Alternative Currency L/C Issuer shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 11:00 a.m. on the first Business Day following the date of any payment by the L/C Issuer under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the first Business Day following the date of any payment by the L/C Issuer under an Alternative Currency Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “ Honor Date ”), the Borrower shall reimburse the L/C Issuer in an amount equal to the amount of such drawing and in the applicable currency. If the Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “ Unreimbursed Amount ”), and the amount of such Appropriate Lender’s Pro Rata Share thereof. In such event, (x) in the case of an Unreimbursed Amount under a Dollar Letter of Credit, the Borrower shall be deemed to have requested a Dollar Revolving Credit Borrowing of Base Rate Loans and (y) in the case of an Unreimbursed Amount under an Alternative Currency Letter of Credit, the Borrower shall be deemed to have requested an Alternative Currency Revolving Credit Borrowing under the applicable Alternative Currency Revolving Credit Facility, in each case to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments under the applicable Revolving Credit Facility of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by

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an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii) Each Dollar Revolving Credit Lender (including any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant Dollar L/C Issuer at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share of any Unreimbursed Amount in respect of a Dollar Letter of Credit not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent (which may not be the same Business Day on which such notice is provided, whereupon, subject to the provisions of Section 2.03(c)(iii), each Dollar Revolving Credit Lender that so makes funds available shall be deemed to have made a Dollar Revolving Credit Loan that is a Base