CREDIT, PLEDGE AND SECURITY AGREEMENT

Security Agreement

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DISCOVERY COMMUNICATIONS, INC. | BANC OF AMERICA SECURITIES LLC | BANK OF AMERICA, N.A. | DISCOVERY COMMUNICATIONS HOLDING, LLC | JP MORGAN SECURITIES, INC | JPMORGAN CHASE BANK, NA | ROYAL BANK OF SCOTLAND, PLC | TORONTO DOMINION (TEXAS), INC | WACHOVIA BANK, NATIONAL ASSOCIATION

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Title: CREDIT, PLEDGE AND SECURITY AGREEMENT
Governing Law: New York Date: 6/11/2008
Law Firm: Richards Layton;McGuireWoods;Debevoise Plimpton

CREDIT, PLEDGE AND SECURITY AGREEMENT, Parties: discovery communications inc. , banc of america securities llc , bank of america n.a. , discovery communications holding llc , jp morgan securities inc , jpmorgan chase bank na , royal bank of scotland plc , toronto dominion (texas) inc , wachovia bank national association

Exhibit 4.17

EXECUTION COPY

Published CUSIP Number: 25467YAA6

CREDIT, PLEDGE AND SECURITY AGREEMENT

Dated as of May 14, 2007,

among

DISCOVERY COMMUNICATIONS HOLDING, LLC ,
as Borrower,

the Lenders party hereto,

BANK OF AMERICA, N.A. ,
as Administrative Agent,

JPMORGAN CHASE BANK, N.A. ,
as Syndication Agent,

THE ROYAL BANK OF SCOTLAND, PLC,
TORONTO DOMINION (TEXAS), INC.
and
WACHOVIA BANK, NATIONAL ASSOCIATION ,
as Documentation Agents

and

BANC OF AMERICA SECURITIES LLC
and
J.P. MORGAN SECURITIES, INC ,
as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS


		Page
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
1.01	Defined Terms		1
1.02	Collateral Definitions		28
1.03	Other Interpretive Provisions		30
1.04	Accounting Terms		31
1.05	Rounding		33
1.06	Times of Day		34

ARTICLE II
COMMITMENTS AND BORROWINGS

2.01	Loans		34
2.02	Borrowings, Conversions and Continuations of Loans		34
2.03	Additional Term Facilities		36
2.04	Prepayments		38
2.05	Termination of Commitments		41
2.06	Repayment of Loans		41
2.07	Interest		42
2.08	Fees		43
2.09	Computation of Interest; Evidence of Debt		43
2.10	Payments Generally; Administrative Agent’s Clawback		44
2.11	Sharing of Payments by Lenders		46

ARTICLE III
TAXES, YIELD PROTECTION AND ILLEGALITY

3.01	Taxes		47
3.02	Illegality		50
3.03	Inability to Determine Rates		50
3.04	Increased Costs; Reserves on Eurodollar Rate Loans		50
3.05	Compensation for Losses		52
3.06	Mitigation Obligations; Replacement of Lenders		52
3.07	Survival		53

ARTICLE IV
CONDITIONS PRECEDENT TO BORROWINGS

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TABLE OF CONTENTS
(continued)


		Page
4.01	Conditions of Initial Borrowing		53
4.02	Conditions to all Borrowings		58

ARTICLE V
REPRESENTATIONS AND WARRANTIES

5.01	Existence, Qualification and Power		58
5.02	Authorization; No Contravention		58
5.03	Governmental Authorization; Other Consents		59
5.04	Binding Effect		59
5.05	Financial Statements; No Material Adverse Effect		60
5.06	Litigation		61
5.07	No Default		61
5.08	Liens; Ownership of Certain Property		61
5.09	Environmental Compliance		63
5.10	Insurance		63
5.11	Taxes		63
5.12	ERISA Compliance		64
5.13	Subsidiaries; Ownership of Equity Interests		65
5.14	Margin Regulations; Investment Company Act		65
5.15	Disclosure		66
5.16	Compliance with Laws		66
5.17	Intellectual Property; Licenses, Etc		66
5.18	Solvency		67
5.19	Labor Matters		67
5.20	Collateral Matters		67

ARTICLE VI
AFFIRMATIVE COVENANTS
6.01	Financial Statements		67
6.02	Certificates; Other Information		69
6.03	Notices		71
6.04	Payment of Obligations		72
6.05	Preservation of Existence, Etc		72

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TABLE OF CONTENTS
(continued)


		Page
6.06	Maintenance of Properties		73
6.07	Maintenance of Insurance		73
6.08	Compliance with Laws		73
6.09	Books and Records		73
6.10	Inspection Rights		73
6.11	Use of Proceeds		73
6.12	Covenant to Give Security		74
6.13	Compliance with Environmental Laws		76
6.14	Interest Rate Hedging		76
6.15	Account Control Agreement		76

ARTICLE VII
NEGATIVE COVENANTS

7.01	Liens		77
7.02	Investments		78
7.03	Indebtedness		79
7.04	Fundamental Changes		80
7.05	Dispositions		81
7.06	Restricted Payments		82
7.07	Change in Nature of Business		83
7.08	Transactions with Affiliates		83
7.09	Burdensome Agreements		84
7.10	Use of Proceeds		84
7.11	Unrestricted Subsidiaries		85
7.12	Consolidated Borrower Leverage Ratio		85
7.13	Amendments of Organization Documents		85
7.14	Accounting Changes		86
7.15	Prepayments, Etc. of Indebtedness		86

ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES

8.01	Events of Default		86
8.02	Remedies Upon Event of Default		89

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TABLE OF CONTENTS
(continued)


		Page
8.03	Application of Funds		89

ARTICLE IX
ADMINISTRATIVE AGENT

9.01	Appointment and Authority		90
9.02	Rights as a Lender		91
9.03	Exculpatory Provisions		91
9.04	Reliance by Administrative Agent		92
9.05	Delegation of Duties		92
9.06	Resignation of Administrative Agent		93
9.07	Non-Reliance on Administrative Agent, any other Agent and Other Lenders		93
9.08	No Other Duties, Etc		93
9.09	Administrative Agent May File Proofs of Claim		94
9.10	Collateral Matters		94

ARTICLE X
SECURITY INTERESTS

10.01	Security Interest		95
10.02	Pledged Collateral		97
10.03	Voting Rights; Dividends and Interest, etc		98
10.04	Registration in Nominee Name; Denominations		99
10.05	Filing Authorization		100
10.06	Continuing Security Interest; Transfer of Loans		100
10.07	Borrower Remains Liable		100
10.08	Security Interest Absolute		101
10.09	Release; Termination		102
10.10	Remedies upon Default		103
10.11	Application of Proceeds		105
10.12	Grant of License to Use Intellectual Property		105
10.13	Securities Act, etc		105
10.14	Administrative Agent Appointed Attorney-in-Fact		106

ARTICLE XI
MISCELLANEOUS

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TABLE OF CONTENTS
(continued)


		Page
11.01	Amendments, Etc		107
11.02	Notices; Effectiveness; Electronic Communications		109
11.03	No Waiver; Cumulative Remedies		111
11.04	Expenses; Indemnity; Damage Waiver		111
11.05	Payments Set Aside		113
11.06	Successors and Assigns		114
11.07	Treatment of Certain Information; Confidentiality		117
11.08	Right of Setoff		118
11.09	Interest Rate Limitation		118
11.10	Counterparts; Effectiveness		119
11.11	Survival of Representations and Warranties		119
11.12	Severability		119
11.13	Replacement of Lenders		119
11.14	Governing Law; Jurisdiction; Etc		120
11.15	Waiver of Jury Trial		121
11.16	No Advisory or Fiduciary Responsibility		121
11.17	USA PATRIOT Act Notice		122
11.18	ENTIRE AGREEMENT		122
SIGNATURES			S-1

-v-

SCHEDULES


2.01		Commitments and Applicable Percentages
11.02		Administrative Agent’s Office, Certain Addresses for Notices

EXHIBITS


Form of

A		Loan Notice
B		Note
C		Compliance Certificate
D		Assignment and Assumption
E		Information Certificate (Closing Date)
F		Information Certificate (Annual)

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CREDIT, PLEDGE AND SECURITY AGREEMENT

CREDIT, PLEDGE AND SECURITY AGREEMENT dated as of May 14, 2007 (this “ Agreement ”; capitalized terms used herein without definition having the meanings provided in Article I ), among DISCOVERY COMMUNICATIONS HOLDING, LLC , a Delaware limited liability company (the “ Borrower ”), each lender from time to time party hereto (collectively, the “ Lenders ” and individually, a “ Lender ”), and BANK OF AMERICA, N.A. , as Administrative Agent (in such capacity, the “ Administrative Agent ”).

RECITALS:

WHEREAS , the Borrower has requested that the Term B Lenders make the Term B Facility available to the Borrower to finance the Transaction; and

WHEREAS , the Lenders have indicated their willingness to lend the Loans on the terms and subject to the conditions set forth herein;

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

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

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

“ Account ” has the meaning provided in Section 1.02 .

“ Account Control Agreement ” means an account control agreement in form and substance reasonably satisfactory to the Administrative Agent (which may be in the form of the 2006 version of the form of Account Control Agreement developed by the American Bar Association’s Business Law Section).

“ Additional Term Borrowing ” means, for each Additional Term Facility, a borrowing consisting of simultaneous Additional Term Loans under such Facility of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period, made by each of the Additional Term Lenders under such Facility pursuant to the Credit Agreement Supplement establishing such Facility.

“ Additional Term Commitment ” means, for each Additional Term Facility, each Additional Term Lender’s obligation to make Additional Term Loans to the Borrower pursuant to Section 2.01(b) and the applicable Credit Agreement Supplement for such Facility in an aggregate principal amount at any one time outstanding not to exceed the amount set forth in such Credit Agreement Supplement, as such amount may be adjusted from time to time in accordance with this Agreement.

“ Additional Term Facility ” means, at any time (a) on or prior to the Additional Term Facility Effective Date under any Credit Agreement Supplement, the aggregate amount of the Additional Term Commitments under such Credit Agreement Supplement at such time and (b) thereafter, the aggregate principal amount of the Additional Term Loans outstanding at such time under this Agreement, as supplemented by such Credit Agreement Supplement.

“ Additional Term Facility Effective Date ” has the meaning specified in Section 2.03(d) .

“ Additional Term Facility Notice ” has the meaning specified in Section 2.03(a) .

“ Additional Term Lender ” means for any Additional Term Facility at any time (a) on or prior to the Additional Term Facility Effective Date for such Facility, any Lender (or Eligible Assignee invited to participate in such Facility pursuant to Section 2.03(c) ) that has an Additional Term Commitment under such Facility and (b) thereafter, any Lender that holds Additional Terms Loans under such Facility.

“ Additional Term Loan ” means an advance made by any Additional Term Lender under an Additional Term Facility pursuant to Section 2.01(b) .

“ Additional Term Note ” means a promissory note made by the Borrower in favor of an Additional Term Lender evidencing Additional Term Loans under an Additional Term Facility made by such Lender, substantially in the form of Exhibit B and duly completed for such Loans.

“ Administrative Agent ” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“ Administrative Agent’s Office ” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02 , or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders.

“ 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.

“ Agents ” means, collectively, the Administrative Agent, JPMorgan Chase Bank, N.A., in its capacity as Syndication Agent, The Royal Bank of Scotland plc, Toronto Dominion (Texas), Inc. and Wachovia Bank, National Association, in their capacities as Documentation Agents, and the Lead Arrangers.

“ Aggregate Commitments ” means the aggregate Commitments of all the Lenders under all Facilities.

“ Agreement ” means this Credit, Pledge and Security Agreement.

“ Animal Planet Investment ” means the Investment by the Company of not more than $40,000,000 in its Restricted Subsidiary Animal Planet LLC, a Delaware limited liability company, and the use of such funds by Animal Planet LLC to purchase Equity Interests in Animal Planet LP, a Delaware limited partnership.

“ Applicable Certificate Date ” means (a) in the case of the Initial Information Certificate, the Closing Date, immediately after giving effect to the consummation of the Restructuring on such date; and (b) in the case of each Information Certificate delivered pursuant to Section 6.02(g) , the date of such certificate.

“ Applicable Percentage ” means (a) in respect of the Term B Facility, with respect to any Term B Lender at any time, the percentage (carried out to the ninth decimal place) of the Term B Facility represented by (i) on or prior to the Closing Date, such Term B Lender’s Term B Commitment at such time and (ii) thereafter, the principal amount of such Term B Lender’s Term B Loans at such time, and (b) in respect of any Additional Term Facility, with respect to any Additional Term Lender under such Additional Term Facility at any time, the percentage (carried out to the ninth decimal place) of such Additional Term Facility represented by (i) on or prior to the date of funding any such Additional Term Loans, such Additional Term Lender’s Additional Term Commitment with respect to such Additional Term Facility at such time and (ii) thereafter, the outstanding principal amount of such Additional Term Loans made by such Additional Term Lender under such Facility at such time. The initial Applicable Percentage of each Lender in respect of each Facility is set forth opposite the name of such Lender in Schedule 2.01 or in a schedule to the applicable Credit Agreement Supplement for an Additional Term Facility, as the case may be, or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“ Applicable Rate ” means (a) in respect of the Term B Facility, 1.00% per annum for Base Rate Loans and 2.00% per annum for Eurodollar Rate Loans and (b) in respect of any Additional Term Facility, as set forth in the applicable Credit Agreement Supplement establishing such Additional Term Facility.

“ Appropriate Lender ” means, at any time, with respect to any Facility, a Lender that has a Commitment with respect to such Facility or holds a Loan outstanding under such Facility, respectively, at such time.

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

“ Assignee Group ” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required

by Section 11.06(b) , and accepted by the Administrative Agent, in substantially the form of Exhibit D or any other form approved by the Administrative Agent.

“ Attributable Indebtedness ” means, on any date, (a) 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, (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease or other agreement or instrument were accounted for as a Capitalized Lease and (c) all Synthetic Debt of such Person.

“ Audited Financial Statements ” means the audited consolidated balance sheet of the Company and its Subsidiaries for the fiscal year ended December 31, 2006, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Company and its Subsidiaries, including the notes thereto.

“ Bank of America ” means Bank of America, N.A. and its successors.

“ 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 Bank of America as its “prime rate.” The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’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 Bank of America 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 hereto.

“ Borrower Materials ” has the meaning specified in Section 6.02 .

“ Borrowing ” means a Term B Borrowing or an Additional 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 state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“ Capitalized Leases ” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases.

“ Cash Equivalents ” means any of the following types of Investments, to the extent owned by the Borrower or any of its Restricted Subsidiaries free and clear of all Liens (other than Liens created under this Agreement and the Collateral Documents and other Liens permitted hereunder):

(a) readily marketable obligations issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof having maturities of not more than 360 days from the date of acquisition thereof; provided that the full faith and credit of the United States is pledged in support thereof;

(b) readily marketable obligations or securities issued or directly and fully guaranteed or insured by any other sovereign country or agency or instrumentality thereof having maturities of not more than 360 days from the date of acquisition thereof; provided that the full faith and credit of such country is pledged in support thereof;

(c) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lender or (B) is organized under the laws of the United States, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (d) of this definition and (iii) has combined capital and surplus of at least $1,000,000,000, in each case with maturities of not more than 360 days from the date of acquisition thereof;

(d) commercial paper issued by any Person organized under the laws of any state of the United States and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each case with maturities of not more than 180 days from the date of acquisition thereof;

(e) repurchase agreements with respect to Investments of the type described in clauses (a), (b), (c) and (d) of this definition with financial institutions having a long term unsecured debt rating of A3 or better from Moody’s or A- or better from S&P, in each case, with terms of not more than 360 days from the date of the applicable agreement; and

(f) Investments, classified in accordance with GAAP as current assets of the Borrower or any of its Restricted Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from either Moody’s or S&P, and the portfolios of which are limited primarily to Investments of the character, quality and maturity described in clauses (a), (b), (c), (d) and (e) of this definition.

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

“ Cash Management Bank ” means any Person that, at the time it enters into a Cash Management Agreement, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Cash Management Agreement.

“ CFC ” means a Person that is a controlled foreign corporation of the Borrower under Section 957 of the Code.

“ CFC Pledge Agreement ” means in respect of any Pledge Equity issued by a CFC organized under the laws of any jurisdiction, a pledge agreement governed by the laws of such jurisdiction pledging such Pledged Equity to the Administrative Agent for the benefit of the Secured Parties, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by the Borrower.

“ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

“ Change of Control ” means an event or series of events by which:

(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934), directly or indirectly, of more than (i) 50% of the Voting Interests of the Borrower or (ii) if the Significant Equity Holders are beneficial owners, directly or indirectly, of less than 50% of such Voting Interests, such lesser percentage, other than (A) any Significant Equity Holder or (B) any combination of Significant Equity Shareholders; or

(b) the Borrower shall cease, directly or indirectly, to own and control legally and beneficially all of the Equity Interests in the Company; or

(c) a “change of control” or any comparable term under, and as defined in, any Material Indebtedness Agreement shall have occurred.

“ Chattel Paper ” has the meaning provided in Section 1.02 .

“ Closing Date ” means May 14, 2007, the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 11.01 .

“ Code ” means the Internal Revenue Code of 1986.

“ Collateral ” means all of the “ Collateral ” referred to in Section 10.01 and all of the other property that is or is intended under the terms of Article X or the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties.

“ Collateral Document Delivery Date ” means, with respect to any item of Collateral acquired or created by the Borrower after the Closing Date, the date following such acquisition or creation which is the earlier of (a) the date the Borrower is next required to deliver an Information Certificate pursuant to Section 6.02(g) , and (b) any earlier date reasonably requested by the Administrative Agent which is not earlier than 30 days following the date of such request.

“ Collateral Documents ” means, collectively, each Intellectual Property Security Agreement, each Account Control Agreement, each CFC Pledge Agreement, each of the other security agreements, pledge agreements or other similar agreements delivered to the Administrative Agent pursuant to Section 6.12 , and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.

“ Commercial Tort Claim ” has the meaning provided in Section 1.02 .

“ Commitment ” means a Term B Commitment or an Additional Term Commitment, as the context may require.

“ Common Parent ” means any Person that is the common parent of a consolidated or combined group of corporations for United States federal, state or local income tax purposes that includes the Borrower as a member.

“ Company ” means (a) prior to the consummation of the Restructuring, Discovery Communications, Inc., a Delaware close corporation, and (b) after consummation of the Restructuring, Discovery Communications, LLC, the Delaware limited liability company into which such corporation is converted in the Restructuring.

“ Company Contribution ” means the contribution by the Borrower to the equity of the Company on the Closing Date of up to $300,000,000 of the proceeds of the Term B Borrowing.

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

“ Consolidated Borrower Leverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness of the Borrower and its Restricted Subsidiaries as of such date to (b) Consolidated Operating Cash Flow of the Borrower and its Restricted Subsidiaries.

“ Consolidated Funded Indebtedness ” means, as of any date of determination, for any Person and certain of its Subsidiaries on a consolidated basis (or, in the case of certain Unrestricted Subsidiaries, such Subsidiaries on a combined basis), without duplication, the sum of (a) the outstanding principal amount of all Indebtedness, whether current or long-term, for borrowed money (including Loans hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) all purchase money

Indebtedness (without duplication of amounts included under clause (d) below), (c) all direct obligations arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments (other than (i) commercial letters of credit in an aggregate face amount of not more than $15,000,000 and (ii) surety bonds, in an aggregate face amount of not more than $10,000,000), (d) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business), (e) all Attributable Indebtedness, (f) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (e) above of Persons other than such Person or any such Subsidiary, and (g) all Indebtedness of the types referred to in clauses (a) through (f) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company or similar limited liability entity) in which such Person or any such Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to such Person or any such Subsidiary. Consolidated Funded Indebtedness shall be calculated on a Pro Forma Basis for the purposes provided in Section 1.04 .

“ Consolidated Interest Charges ” means, for any Measurement Period, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses in connection with Indebtedness for borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, and (b) the portion of rent expense with respect to such period under Capitalized Leases that is treated as interest in accordance with GAAP, in each case of or by any Person and certain of its Subsidiaries on a consolidated basis (or, in the case of certain Unrestricted Subsidiaries, such Subsidiaries on a combined basis) for the most recently completed Measurement Period. Consolidated Interest Charges shall be calculated on a Pro Forma Basis for the purposes provided in Section 1.04 .

“ Consolidated Net Income ” means, at any date of determination, the net income (or loss) of any Person and certain of its Subsidiaries on a consolidated basis (or, in the case of certain Unrestricted Subsidiaries, such Subsidiaries on a combined basis) for the most recently completed Measurement Period; provided that Consolidated Net Income shall exclude (a) extraordinary gains and extraordinary losses for such Measurement Period, (b) the net income of any Subsidiary of such Person during such Measurement Period to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of such income is not permitted by operation of the terms of its Organization Documents or any agreement, instrument or Law applicable to such Subsidiary during such Measurement Period (other than any such restrictions in any Material Indebtedness Agreement), except that such Person’s equity in any net loss of any such Subsidiary for such Measurement Period shall be included in determining Consolidated Net Income, and (c) any income (or loss) for such Period of any other Person if such other Person is not a Subsidiary of the subject Person, except that the subject Person’s equity in the net income of any such other Person for such Measurement Period shall be included in Consolidated Net Income up to the aggregate amount of cash actually distributed by such other Person during such Period to the subject Person or a Restricted Subsidiary as a dividend or other distribution (and in the case of a dividend or other distribution to a Restricted Subsidiary, such Subsidiary is not precluded from further distributing such amount to subject Person as

described in clause (b) of this proviso). Consolidated Net Income shall be calculated on a Pro Forma Basis for the purposes provided in Section 1.04 .

“ Consolidated Operating Cash Flow ” means, at any date of determination with respect to any Person and certain of its Subsidiaries on a consolidated basis (or, in the case of certain Unrestricted Subsidiaries, such Subsidiaries on a combined basis), an amount equal to the sum of (a) Consolidated Net Income of such Person and its Subsidiaries for the most recently completed Measurement Period plus (b) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Charges of such Person and its Subsidiaries, (ii) the provision for Federal, state, local and foreign taxes payable, (iii) depreciation and amortization expense (other than the amortization of payments for the acquisition of film rights and broadcast programming) and (iv) other non-cash expenses (including, without limitation, (A) expenses recorded for long term incentive plans, (B) amortization expense for launch and representation rights, (C) expenses to record minority interests in consolidated results, (D) equity gain or loss of other unconsolidated ventures, and (E) unrealized gain or loss on mark-to-market calculations for derivative financial instruments). Consolidated Operating Cash Flow shall be calculated on a Pro Forma Basis for the purposes provided in Section 1.04 .

“ Consolidated Restricted Subsidiary Leverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness of the Company and the other Restricted Subsidiaries as of such date to (b) Consolidated Operating Cash Flow of the Company and the other Restricted Subsidiaries.

“ Consolidated Total Assets ” means as of any date, the total consolidated assets of the Borrower and its Restricted Subsidiaries in accordance with GAAP as of the last day of the fiscal quarter most recently ended prior to such date.

“ 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 ” 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.

“ Copyright ” has the meaning provided in Section 1.02 .

“ Copyright License ” has the meaning provided in Section 1.02 .

“ Credit Agreement Supplement ” shall have meaning provided in Section 2.03(d) .

“ 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.

“ 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) with respect to Base Rate Loans and any amounts owing in connection therewith, (i) the Base Rate plus (ii) the Applicable Rate applicable to Base Rate Loans under the applicable Facility plus (iii) 2% per annum, (b) with respect to Eurodollar Rate Loans and any amounts owing in connection therewith, (i) the Applicable Rate applicable to Eurodollar Rate Loans under the applicable Facility plus (ii) 2% per annum and (c) for all other purposes, (i) the Base Rate plus (ii) the highest Applicable Rate applicable to Base Rate Loans under any Facility plus (iii) 2% per annum.

“ Defaulting Lender ” means any Lender that (a) has failed to fund any portion of the Loans required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder, (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 Business Day of the date when due, unless the subject of a good faith dispute, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

“ Deposit Account ” has the meaning provided in Section 1.02 .

“ Designated Event of Default ” means an Event of Default described in Section 8.01(a), (g) or (h) and following written notice from the Administrative Agent, any other Event of Default that has occurred and is continuing at the time of such notice.

“ Designation ” means (a) a designation by the Borrower of a newly organized or newly acquired Subsidiary as an Unrestricted Subsidiary, (b) a later designation by the Borrower of a Restricted Subsidiary as an Unrestricted Subsidiary, or (c) a designation of an Unrestricted Subsidiary as a Restricted Subsidiary; in each case, as confirmed pursuant to Section 6.02(f) . “ Designate ” has a meaning correlative thereto.

“ DHC ” means Discovery Holding Company, a Delaware corporation.

“ Disposition ” or “ Dispose ” means the sale, transfer, exclusive license, lease or other disposition (including any sale and leaseback transaction) of any property (other than cash payments otherwise permitted by this Agreement) by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. The Designation of a Subsidiary as an Unrestricted Subsidiary under this Agreement shall be deemed to be a Disposition of all the outstanding Equity Interests of such Subsidiary by the Borrower to an Unrestricted Subsidiary.

“ Documents ” has the meaning provided in Section 1.02 .

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

“ Domestic Subsidiary ” means any Subsidiary that is organized under the laws of any political subdivision of the United States.

“ Electronic Chattel Paper ” has the meaning provided in Section 1.02 .

“ Eligible Assignee ” means any Person that meets the requirements to be an assignee under Section 11.06(b)(iii) , (v) and (vi) (subject to such consents, if any, as may be required under Section 11.06(b)(iii) ).

“ Entitlement Holder ” has the meaning provided in Section 1.02 .

“ Environmental Laws ” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any of its Restricted 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 by or imposed on the Borrower or a Restricted Subsidiary with respect to any of the foregoing.

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

“ Equipment ” has the meaning specified in Section 1.02 .

“ Equity Interests ” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

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

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ ERISA Event ” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate 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 such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) 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 Pension Plan or Multiemployer Plan; or (f) 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 Borrower or any ERISA Affiliate.

“ Eurodollar Rate ” means, for any Interest Period with respect to a Eurodollar 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 Dollar deposits (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 “Eurodollar Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period.

“ Eurodollar Rate Loan ” means a Term B Loan or Additional Term Loan that bears interest at a rate based on the Eurodollar Rate.

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

“ Excluded CFC Equity Interests ” has the meaning specified in Section 10.02(a) .

“ Excluded Taxes ” means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any Obligation of the Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however

denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which the Borrower is located and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 11.13 ), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 3.01(e) , except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 3.01(a) .

“ Facility ” means the Term B Facility or an Additional Term Facility, as the context may require.

“ 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 of New York 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 Bank of America on such day on such transactions as determined by the Administrative Agent.

“ Fee Letter ” means (a) the letter agreement, dated April 12, 2007, between the Company and the Administrative Agent and agreed to by the Borrower or (b) the letter agreement, dated April 12, 2007, among the Company and the Lead Arrangers and agreed to by the Borrower, as the context may require.

“ Financial Asset ” has the meaning provided in Section 1.02 .

“ Fixture ” has the meaning provided in Section 1.02 .

“ Foreign Government Scheme or Arrangement ” has the meaning specified in Section 5.12(d) .

“ Foreign Lender ” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“ Foreign Plan ” has the meaning specified in Section 5.12(d) .

“ Foreign Required Minority Interests ” means any Equity Interests of a Foreign Subsidiary that are required by the applicable laws and regulations of such foreign jurisdiction to be owned by the government of such foreign jurisdiction or individual or corporate citizens of such foreign jurisdiction in order for such Foreign Subsidiary to transact business in such foreign jurisdiction.

“ Foreign Subsidiary ” means any Subsidiary that is organized under the laws of a jurisdiction other than the United States or any political subdivision of the United States.

“ 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 (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“ GAAP ” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“ General Intangibles ” has the meaning provided in Section 1.02 .

“ Goods ” has the meaning provided in Section 1.02 .

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

“ Guarantee ” means, as to any Person, any (a) obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other 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 obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other 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 obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to

protect such obligee against loss in respect thereof (in whole or in part), or (b) Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). 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.

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

“ Hedge Bank ” means any Person that, at the time it enters into a Secured Hedge Agreement, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Secured Hedge Agreement.

“ 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 and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments (other than (i) commercial letters of credit in an aggregate face amount of not more than $15,000,000 and (ii) surety bonds in an aggregate face amount of not more than $10,000,000);

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) all Attributable Indebtedness of such Person;

(g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and

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

For all purposes hereof, 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, limited liability company or similar legal entity) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. 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.

“ Indemnified Taxes ” means Taxes other than Excluded Taxes.

“ Indemnitees ” has the meaning specified in Section 11.04(b) .

“ Information ” has the meaning specified in Section 11.07 .

“ Information Certificate ” means each of the following information certificates delivered by the Borrower to the Administrative Agent: (a) if delivered on the Closing Date pursuant to Section 4.01(a)(iii) , an information certificate in the form of Exhibit E ; and (b) if delivered pursuant to Section 6.02(g) , an information certificate in the form of Exhibit F .

“ Information Memorandum ” means the information memorandum dated April 2007 used by the Lead Arrangers in connection with the syndication of the Term B Facility.

“ Initial Information Certificate ” means the Information Certificate delivered by the Borrower on the Closing Date pursuant to Section 4.01(a)(iii).

“ Instrument ” has the meaning provided in Section 1.02 .

“ Intellectual Property ” has the meaning provided in Section 1.02 .

“ Intellectual Property Security Agreement ” means a short form security agreement which incorporates the terms of Article X and confirms the security interest granted by the Borrower to the Administrative Agent for the benefit of the Secured Parties in any registered Intellectual Property granted hereunder in form for filing in the United States Patent and Trademark Office, the United States Copyright Office or any similar office of any other jurisdiction, and otherwise in form reasonably satisfactory to the Administrative Agent, duly executed by the Borrower in favor of the Administrative Agent.

“ Intercompany Promissory Note ” means promissory note in form reasonably satisfactory to the Administrative Agent executed by a Subsidiary in favor of the Borrower.

“ Interest Payment Date ” means, (a) as to any Eurodollar 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 , however , that if any Interest Period for a Eurodollar 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, 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 Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter (or, if agreed to by all of the applicable Lenders, a shorter period or a period of nine or twelve months), as selected by the Borrower in its Loan Notice; provided that:

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

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

“ Inventory ” has the meaning specified in Section 1.02 .

“ 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 of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit or all or a substantial part of the business of, such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment. The Designation of a Subsidiary as an Unrestricted Subsidiary under this Agreement shall be deemed to be an Investment in such Unrestricted Subsidiary by the Borrower and any Restricted Subsidiary holding Equity Interests or Indebtedness of such Unrestricted Subsidiary or which has guaranteed any such Indebtedness.

“ Investment Property ” has the meaning provided in Section 1.02 .

“ IRS ” means the United States Internal Revenue Service.

“ Issuer Acknowledgement ” means an acknowledgement and agreement executed by the issuer of any uncertificated Pledged Equity in favor of the Administrative Agent (a) to acknowledge the security interest of the Administrative Agent in such Pledged Equity, (b) to confirm to the Administrative Agent that such issuer has not received notice of any other Lien in such Pledged Equity (and has not agreed to accept instructions from any other Person in respect of such Pledged Equity other than the Administrative Agent) and (c) to agree that such issuer will comply with instructions with respect to such Pledged Equity originated by the Administrative Agent without further consent of the Borrower, such agreement to be in form and substance reasonably satisfactory to the Administrative Agent.

“ Joint-Venture Partner ” means, with respect to a Restricted Subsidiary of the Borrower which is not a Wholly-Owned Subsidiary of the Borrower, each Person which owns an Equity Interest in such Restricted Subsidiary other than the Borrower or another Restricted Subsidiary.

“ 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, in each case whether or not having the force of law.

“ Lead Arrangers ” means Banc of America Securities LLC and J.P. Morgan Securities, Inc., each in its capacity as a joint lead arranger and joint bookrunner for the Term B Facility.

“ Lender ” has the meaning specified in the introductory paragraph hereto and shall include each Term B Lender and each Additional Term Lender, as the context may require.

“ 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 Rights ” has the meaning provided in Section 1.02 .

“ License ” has the meaning provided in Section 1.02 .

“ 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 in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“ Loan ” means an advance by a Lender to the Borrower under Section 2.01 in the form of a Term B Loan or an Additional Term Loan, as the context may require.

“ Loan Documents ” means, collectively, (a) this Agreement (including each Credit Agreement Supplement), (b) the Notes, (c) the Initial Information Certificate, (d) the Collateral Documents, (e) the Fee Letter, (f) each Secured Hedge Agreement, (g) each Secured Cash Management Agreement, and (h) each other agreement so designated by the Required Lenders; provided that for purposes of the definition of “Material Adverse Effect” and Articles IV through IX , “Loan Documents” shall not include Secured Hedge Agreements or Secured Cash Management Agreements.

“ Loan Notice ” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Loans, in each case, pursuant to Section 2.02(a) , in each case, which, if in writing, shall be substantially in the form of Exhibit A , appropriately completed for such purpose.

“ Material Adverse Effect ” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent) or condition (financial or otherwise) of the Borrower and its Restricted Subsidiaries taken as a whole; (b) a material impairment of the rights and remedies of the Administrative Agent or any Lender under any Loan Document, or of the ability of the Borrower to perform its obligations under any Loan Document; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower of any Loan Document.

“ Material Indebtedness Agreement ” means each agreement of the Borrower or a Restricted Subsidiary described in Section 4.01 of the Initial Information Certificate and each other agreement or instrument evidencing Indebtedness for borrowed money in an amount in excess of the Threshold Amount.

“ Maturity Date ” means (a) with respect to the Term B Facility, May 14, 2014 and (b) with respect to any Additional Term Facility, subject to Section 2.03(f) , the date set forth in the Credit Agreement Supplement establishing such Additional Term Facility; provided , however , that, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

“ Measurement Period ” means, at any date of determination, the most recently completed four fiscal quarters of the Borrower.

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

“ Multiemployer Plan ” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“ Net Cash Proceeds ” means, with respect to any Disposition by the Borrower or any Restricted Subsidiary, the excess, if any, of (a) the sum of cash and Cash Equivalents received in connection with such transaction (including any cash or 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) over (b) the sum of (i) the principal amount of any Indebtedness that is secured by the applicable asset and that is required to be repaid in connection with such transaction (other than Indebtedness under the Loan Documents), (ii) the reasonable and customary out-of-pocket expenses incurred by the Borrower or such Restricted Subsidiary in connection with such transaction, (iii) the amount of any retained liabilities in connection with such transaction reasonably estimated by the Borrower to be payable within two years of the closing of such transaction and (iv) income taxes reasonably estimated to be actually payable within two years of the date of the relevant transaction as a result of any gain recognized in connection therewith; provided that, if the amount of any retained liabilities pursuant to subclause (iii) or estimated taxes pursuant to subclause (iv) exceeds the amount of retained liabilities or taxes, as the case may be, actually required to be paid in cash in respect of such Disposition, the aggregate amount of such excess shall constitute Net Cash Proceeds.

“ Note ” means a Term B Note or an Additional Term Note, as the context may require.

“ Obligations ” means all advances to, and debts, liabilities, obligations, covenants and duties of, the Borrower arising under this Agreement or any other Loan Document, including, without limitation, with respect to any Loan, 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 the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming the Borrower as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

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

“ Outstanding Amount ” means, with respect to any Loans, on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Loans occurring on such date.

“ Participant ” has the meaning specified in Section 11.06(d) .

“ Patent ” shall have the meaning provided in Section 1.02 .

“ Patent License ” shall have the meaning provided in Section 1.02 .

“ Payment Intangible ” shall have the meaning provided in Section 1.02 .

“ PBGC ” means the Pension Benefit Guaranty Corporation.

“ Pension Plan ” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.

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

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

“ Platform ” has the meaning specified in Section 6.02 .

“ Pledged Collateral ” has the meaning specified in Section 10.02 .

“ Pledged Debt ” has the meaning specified in Section 10.02(b) .

“ Pledged Equity ” has the meaning specified in Section 10.02(a) .

“ Pledged Securities ” means any Pledged Debt, any Pledged Equity and any other promissory notes (including Intercompany Promissory Notes), stock certificates, instruments or other documents representing or evidencing any Pledged Collateral.

“ Proceeds ” shall have the meaning provided in Section 1.02 .

“ Pro Forma Basis ” has the meaning specified in Section 1.04 .

“ Public Lender ” has the meaning specified in Section 6.02 .

“ Refinance ” means, in respect of any Indebtedness or commitment to extend credit, to refinance, renew, extend, defease, restructure, replace, refund or repay, or to issue other Indebtedness, in exchange or replacement for, such Indebtedness, in whole on in part. “Refinanced” and “Refinancing” shall have correlative meanings.

“ Register ” has the meaning specified in Section 11.06(c) .

“ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates.

“ Related Taxes ” means federal, state or local taxes measured by income for which any Common Parent is liable which, with respect to federal taxes, shall be deemed to equal the amount of any such taxes that the Borrower and its Subsidiaries would have been required to pay on a separate company basis (or on a consolidated basis as if the Company had filed a consolidated return on behalf of any affiliated group (as defined in Section 1504 of the Code) of which it were the common parent) or with respect to state and local taxes, shall be deemed to equal the amount of any such taxes that the Borrower and its Subsidiaries would have been required to pay on a separate company basis (or on a combined basis as if the Borrower had filed a combined return on behalf of an affiliated group consisting only of the Borrower and its Subsidiaries).

“ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

“ Request for Borrowing ” means a Loan Notice with respect to a Borrowing of Loans or a conversion to or continuation of Eurodollar Rate Loans.

“ Required Additional Term Lenders ” means, for any Additional Term Facility as of any date of determination, Additional Term Lenders holding more than 50% of the Commitments or Outstanding Amount under such Facility on such date; provided that the portion of the Additional Term Facility held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Additional Term Lenders.

“ Required Lenders ” means, as of any date of determination, Lenders holding more than 50% of the Commitments and Total Outstandings; provided that the portion of the Commitments and Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“ Required Term B Lenders ” means, as of any date of determination, Term B Lenders holding more than 50% of the Commitments or Outstanding Amount of the Term B Facility on such date; provided that the portion of the Term B Facility held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Term B Lenders.

“ Responsible Officer ” means the chief executive officer, president, chief financial officer, senior executive vice president, executive vice president, senior vice president, treasurer,

assistant treasurer or controller of the Borrower. Any document delivered hereunder that is signed by a Responsible Officer of the Borrower shall be conclusively presumed to have been authorized by all necessary limited liability company action on the part of the Borrower and such Responsible Officer shall be conclusively presumed to have acted on behalf of the Borrower.

“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of any Person or any of its Subsidiaries, 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 capital stock or other Equity Interest, or on account of any return of capital to any Person’s stockholders, partners or members (or the equivalent of any thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment.

“ Restricted Subsidiary ” means any Subsidiary of the Borrower that is not an Unrestricted Subsidiary.

“ Restructuring ” means, collectively, the following transactions: (a) the formation of Travel Media as a new direct Subsidiary of the Company; (b) the contribution to the Borrower by each then existing holder of Equity Interests in the Company of all Equity Interests of the Company owned by such Person in exchange for the issuance to such Person by the Borrower of Equity Interests in the Borrower as more particularly described in Schedule 1.02 of the Initial Information Certificate; (c) the conversion of the Company from a Delaware close corporation to a Delaware limited liability company such that immediately after giving effect to such conversion, the Company shall continue as the same entity and shall have under Delaware law all the rights, privileges, powers, assets, liabilities, and obligations as it had immediately prior to such conversion; (d) the contribution to Travel Media by the Company and its Subsidiaries of all the Equity Interests of the Subsidiaries of the Company which own and/or the various assets and rights constituting, the lines of business known as The Travel Channel; and (e) all other transactions entered into in connection with the transactions described in the foregoing clauses (a) – (d).

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

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

“ Secured Cash Management Agreement ” means any Cash Management Agreement that is entered into by and between the Borrower and any Cash Management Bank.

“ Secured Hedge Agreement ” means any interest rate Swap Contract required or permitted under Article VI or VII that is entered into by and between the Borrower and any Hedge Bank.

“ Secured Parties ” means, collectively, the Administrative Agent, the Lenders, the Hedge Banks, the Cash Management Banks, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05 , and the other Persons the Obligations owing to which are or are purported to be secured by the Collateral under the terms of this Agreement and the Collateral Documents.

“ Securities ” has the meaning provided in Section 1.02 .

“ Securities Account ” has the meaning provided in Section 1.02 .

“ Security Entitlements ” has the meaning provided in Section 1.02 .

“ Security Intermediary ” has the meaning provided in Section 1.02 .

“ Selling Equity Holder ” means Cox Communications Holdings, Inc.

“ Selling Equity Holder Distribution ” means the delivery by the Selling Equity Holder to the Borrower on the Closing Date of all outstanding Equity Interests in the Borrower owned by the Selling Equity Holder in exchange for the distribution by the Borrower to the Selling Equity Holder of all outstanding Equity Interests in Travel Media.

“ Significant Equity Holder ” means each of (a) Advance/Newhouse Programming Partnership, (b) DHC and (c) and any other Person if 50% or more of the Voting Interests of such Person are “beneficially owned” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934), directly or indirectly, by Advance/Newhouse Programming Partnership or DHC or any combination thereof.

“ Solvent ” and “ Solvency ” mean, with respect to any Person on any date of determination, that on such date (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 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, (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 (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. 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.

“ Software ” has the meaning provided in Section 1.02 .

“ Subsidiary ” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the Voting Interests 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 Borrower.

“ Supporting Obligations ” has the meaning provided in Section 1.02 .

“ 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 such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, 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).

“ Synthetic Debt ” means, with respect to any Person as of any date of determination thereof, all obligations of such Person in respect of transactions entered into by such Person that are intended to function primarily as a borrowing of funds but are not otherwise included in the definition of “ Indebtedness ” or as a liability on the consolidated balance sheet of such Person and its Subsidiaries in accordance with GAAP.

“ Synthetic Lease Obligation ” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property (including sale and leaseback transactions), in each case, creating obligations that do not appear on the balance sheet of such Person but which, upon the application of any Debtor Relief Laws to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“ Tangible Chattel Paper ” has the meaning provided in Section 1.02 .

“ Target Businesses ” has the meaning provided in Section 7.07 .

“ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Term B Borrowing ” means a borrowing consisting of simultaneous Term B Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period, made by each of the Term B Lenders pursuant to Section 2.01(a) .

“ Term B Commitment ” means, as to each Term B Lender, its obligation to make Term B Loans to the Borrower pursuant to Section 2.01(a) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Term B Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Term B Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“ Term B Facility ” means, at any time, (a) on or prior to the Closing Date, the aggregate amount of the Term B Commitments at such time and (b) thereafter, the aggregate principal amount of the Term B Loans of all Term B Lenders outstanding at such time.

“ Term B Lender ” means at any time, (a) on or prior to the Closing Date, any Lender that has a Term B Commitment at such time and (b) at any time after the Closing Date, any Lender that holds Term B Loans at such time.

“ Term B Loan ” means an advance made by any Term B Lender under the Term B Facility.

“ Term B Note ” means a promissory note made by the Borrower in favor of a Term B Lender, evidencing Term B Loans made by such Term B Lender, substantially in the form of Exhibit B and duly completed for such Loans.

“ Termination Date ” means the first date on which all of the following have occurred: (a) the principal amount of all Loans and all accrued and unpaid interest on all Loans have been paid in full in cash (the date of such payment, the “ Loan Payment Date ”); (b) all expense reimbursement, indemnity and other payment Obligations (including, without limitation, any termination value under any Secured Hedge Agreement) of the Borrower under any Loan Document which are or have become due and payable on or prior to the Loan Payment Date have been paid in full in cash; and (c) the Aggregate Commitments have terminated.

“ Threshold Amount ” means $15,000,000.

“ Total Outstandings ” means the aggregate Outstanding Amount of all Loans.

“ Trademark ” has the meaning provided in Section 1.02 .

“ Trademark License ” has the meaning provided in Section 1.02 .

“ Transaction ” means, collectively; (a) the Restructuring; (b) the execution and delivery of this Agreement and the other Loan Documents by the Borrower, the Lenders and the Administrative Agent and the funding of the Term B Borrowing; (c) the Company Contribution; (d) the execution and delivery by the Borrower, the Company, Travel Media and the other Subsidiaries of the Borrower and the other parties thereto of the other Transaction Documents to which they are a party, (e) the distribution by the Company to the Borrower in a spin-off of all outstanding Equity Interests in Travel Media; (f) the Travel Media Contribution; (g) the Selling Equity Holder Distribution; and (f) the payment of the fees and expenses incurred in connection with the consummation of the foregoing.

“ Transaction Documents ” means (a) the documents in connection with the Transaction described in Schedule 4.02 of the Initial Information Certificate, and (b) the Loan Documents.

“ Travel Media ” means Travel Media, Inc., a Delaware corporation.

“ Travel Media Contribution ” means the contribution by the Borrower to the equity of Travel Media on the Closing Date of up to $1,350,000,000 of the proceeds of the Term B Borrowing.

“ Type ” means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

“ UCC ” means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “ UCC ” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“ Unfunded Pension Liability ” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

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

“ Unrestricted Subsidiary ” means (a) any Subsidiary of the Borrower (other than the Company) designated as an “Unrestricted Subsidiary” on Schedule 1.02 of the Initial Information Certificate and (b) any Subsidiary of the Borrower organized or acquired after the Closing Date and any Restricted Subsidiary (other than the Company) which, in either case, is designated as an “Unrestricted Subsidiary”, in each case, in accordance with Sections 6.02(e) and 7.11.

“ Unrestricted Subsidiary Operating Cash Flow ” means, at any date of determination with respect to any Unrestricted Subsidiaries on a combined basis, an amount equal to the sum of (a) Consolidated Net Income of such Unrestricted Subsidiaries for the most recently completed Measurement Period plus (b) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Charges of such Unrestricted Subsidiaries on a combined basis, (ii) the provision for Federal, state, local and foreign taxes payable, (iii) depreciation and amortization expense (other than the amortization of payments for the acquisition of film rights and broadcast programming) and (iv) other non-cash expenses (including, without limitation, (A) expenses recorded for long term incentive plans, (B) amortization expense for launch and representation rights, (C) expenses to record minority interests in consolidated results, (D) equity gain or loss of other unconsolidated ventures, and (E) unrealized gain or loss on mark-to-market calculations for derivative financial instruments).

“ Voting Interests ” means the Equity Interests of any Person having ordinary power to vote in the election of members of the board of directors, managers, trustees or other controlling Persons, of such Person (irrespective of whether, at the time, Equity Interests of any other class or classes of such entity shall have or might have voting power by reason of the happening of any contingency).

“ Wholly Owned Subsidiary ” means (a) any Domestic Subsidiary all of the Equity Interests of which are owned by the Borrower directly or indirectly through other such Subsidiaries and (b) any Foreign Subsidiary if (i) all of the Equity Interests of such Foreign Subsidiary (other than directors’ qualifying shares and Foreign Required Minority Interests, in each case only to the extent required by applicable law) are owned by the Borrower directly or indirectly through other such Subsidiaries, and (ii) the Borrower, by contract or otherwise, controls the management and business of such Foreign Subsidiary and derives the economic benefits of ownership of such Foreign Subsidiary to substantially the same extent as if all of the Equity Interests of such Foreign Subsidiary were owned directly by the Borrower.

1.02 Collateral Definitions . (a) UCC Definitions . Terms used in this agreement and not otherwise defined herein which are defined in the UCC have the meanings specified therein, including the following terms: Account, Account Debtor Chattel Paper, Document, Electronic Chattel Paper, Entitlement Holder, Equipment, Financial Asset, Fixture, General Intangible, Goods, Instruments, Inventory, Investment Property, Letter-of-Credit Right, Payment Intangible, Proceeds, Security, Security Entitlement, Security Intermediary, Supporting Obligation and Tangible Chattel Paper.

(b) Other Collateral Definitions. As used in this Agreement, the following terms related to the Collateral have the meanings specified below:

“ Commercial Tort Claim ” means a claim arising in tort with respect to which the claimant is the Borrower.

“ Copyright License ” means any written agreement, now or hereafter in effect, granting any right to any third party under any Copyright now or hereafter owned by the Borrower or that the Borrower otherwise has the right to license, or granting any right to the Borrower under any

“ Copyrights ” means all of the following now owned or hereafter acquired by the Borrower, (a) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise, and (b) all registrations and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office, including those listed on Schedule 3.01 of each Information Certificate.

“ Deposit Account ” means a demand, time, savings, passbook, or similar account (including all bank accounts, collection accounts and concentration accounts, together with all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts) maintained by the Borrower with a bank.

“ Intellectual Property ” means all intellectual property of every kind and nature now owned or hereafter acquired by the Borrower, including inventions, designs, Patents, Copyrights, Trademarks, trade secrets, domain names, confidential or proprietary technical and business information and know-how.

“ License ” means any Patent License, Trademark License, Copyright License or other license or sublicense agreement of any other Intellectual Property to which the Borrower is a party.

“ Patent License ” means any written agreement, now or hereafter in effect, granting to any third party any right to make, use or sell any invention on which a Patent, now or hereafter owned by the Borrower or that the Borrower otherwise has the right to license, is in existence, or granting to the Borrower any right to make, use or sell any invention on which a Patent, now or hereafter owned by any third party, is in existence, and all rights of the Borrower under any such agreement.

“ Patents ” means all of the following now owned or hereafter acquired by the Borrower, (a) all letters patent of the United States or the equivalent thereof in any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or the equivalent thereof in any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office or any similar offices in any other country, including those listed on Schedule 3.01 to any Information Certificate and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.

“ Proceeds ” means all of the following now owned or hereafter acquired by the Borrower: (a) whatever is acquired upon the sale, lease, license, exchange, or other disposition of any Collateral; (b) whatever is collected on, or distributed on account of, any Collateral; (c) rights arising out of any Collateral; and (d) to the extent of the value of any Collateral and to the extent

payable to the Borrower or the secured party, insurance payable by reason of the loss or nonconformity of, defects or infringement of rights in, or damage to, such Collateral.

“ Securities Account ” shall mean an account to which a Financial Asset is or may be credited in accordance with an agreement under which the Person maintaining the account undertakes to treat the Person for whom the account is maintained as entitled to exercise rights that comprise the Financial Asset.

“ Software ” means a computer program, not including a computer program that is included in the definition of Goods.

“ Trademark License ” means any written agreement, now or hereafter in effect, granting to any third party any right to use any Trademark now or hereafter owned by the Borrower or that the Borrower otherwise has the right to license, or granting to the Borrower any right to use any Trademark now or hereafter owned by any third party, and all rights of the Borrower under any such agreement.

“ Trademarks ” means all of the following now owned or hereafter acquired by the Borrower: (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade dress, logos, other source or business identifiers, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office or any similar offices in any State of the United States (except for “intent to use” applications for trademark or service mark registrations filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, unless and until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of said Act has been filed) or any other country or any political subdivision thereof, and all extensions or renewals thereof, including those listed on Schedule 3.01 to each Information Certificate and (b) all goodwill associated therewith or symbolized thereby.

1.03 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 definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “ include ,” “ includes ” and “ including ” shall be deemed to be followed by the phrase “without limitation.” The word “ will ” shall be construed to have the same meaning and effect as the word “ shall .” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document, Loan Document or other Transaction Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, supplemented or otherwise modified, including, without limitation, in the case of any such agreement, instrument or other document with respect to any Indebtedness or commitment to extend credit, any agreement, instrument or other document Refinancing such Indebtedness or commitment as from time to time amended, supplemented or

otherwise modified (subject to any restrictions on such amendments, amendments and restatements, supplements, modifications or Refinancing set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “ herein ,” “ hereof ” and “ hereunder ,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “ asset ” and “ property ” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b) 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 .”

(c) 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.

1.04 Accounting Terms . (a) Generally . 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 on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

(b) Changes in GAAP . If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

(c) Pro Forma Calculations . Notwithstanding anything herein to the contrary, any calculation of the Consolidated Borrower Leverage Ratio, Consolidated Restricted

Subsidiary Leverage Ratio and Unrestricted Subsidiary Operating Cash Flow for any Measurement Period during which a Business Acquisition (including the Business Acquisition by the Borrower of the Company in the Restructuring), Business Disposition (including the Disposition by the Borrower of the Equity Interests in Travel Media in the Selling Shareholder Distribution), any Designation of an Unrestricted Subsidiary as a Restricted Subsidiary or any Designation of a Restricted Subsidiary as an Unrestricted Subsidiary (in each case, other than any Excluded Transactions) shall have occurred (or shall be deemed to have occurred) shall be made on a Pro Forma Basis for purposes of: (i) determining whether the condition precedent in Section 4.01(e) is satisfied; (ii) determining compliance with Section 7.12 ; and (iii) in the case of any proposed transaction, determining satisfaction of any conditions precedent to such transaction under this Agreement and otherwise determining whether a Default or Event of Default will result from the consummation thereof, including, without limitation, any Disposition (or deemed Disposition), determining whether such a Default or Event of Default would result under Section 7.12 or otherwise from the consummation of such transaction.

“ Business Acquisition ” by any Person means the purchase or acquisition in a single transaction or a series of related transactions by such Person and its Affiliates of (a) any Equity Interests of another Person which are sufficient to permit such Person and its Affiliates to Control such other Person or (b) all or any substantial portion of the property (including, without limitation, all or a substantial portion of the property comprising a division, unit or line of business) of another Person, whether or not involving a merger or consolidation with such other Person.

“ Business Disposition ” by any person means the Disposition in a single transaction or series of related transactions by such Person and its Affiliates of (a) any Equity Interests of another Person sufficient to permit such Person and its Affiliates to Dispose of Control of such other Person or (b) all or any substantial portion of the property (including, without limitation, all or a substantial portion of the property comprising a division, unit or line of business (including cash)) of another Person, whether or not involving a merger or consolidation.

“ Excluded Transaction ” means, for any Measurement Period, (a) any Business Acquisition by the Borrower and its Restricted Subsidiaries during such Measurement Period for which the aggregate consideration (including assumed Indebtedness) paid by the Borrower and its Restricted Subsidiaries does not exceed $50,000,000; provided , however , that no such Business Acquisition shall be deemed to be an Excluded Transaction if the aggregate consideration (including assumed Indebtedness) paid by the Borrower and its Restricted Subsidiaries in such Business Acquisition, together with the aggregate consideration (including assumed Indebtedness) paid by the Borrower and its Restricted Subsidiaries in all other Business Acquisitions during such Measurement Period which have been treated as Excluded Transactions, would exceed $150,000,000; and provided , further , that no proposed Business

Acquisition shall be deemed to be an Excluded Transaction for purposes of determining whether the conditions precedent under this Agreement for such proposed transaction have been satisfied pursuant to this Section 1.04(c) , and (b) any Business Disposition by the Borrower and its Restricted Subsidiaries during such Measurement Period if the aggregate fair market value of the cash and other property Disposed of by the Borrower and its Restricted Subsidiaries does not exceed $50,000,000; provided , however , that no such Business Disposition shall be deemed to be an Excluded Transaction if the aggregate fair market value of the property Disposed of by the Borrower and its Restricted Subsidiaries in such Business Disposition, together with the aggregate fair market value of the other property Disposed of by the Borrower and its Restricted Subsidiaries in all other Business Dispositions during such Measurement Period which have been treated as Excluded Transactions would exceed $150,000,000; provided , further , that no proposed Disposition, Designation of a Restricted Subsidiary as an Unrestricted Subsidiary or Designation of an Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to be an Excluded Transaction for purposes of determining whether the conditions precedent under this Agreement for such proposed transaction have been satisfied pursuant to this Section 1.04(c) .

“ Pro Forma Basis ” means, for purposes of calculating the Consolidated Borrower Leverage Ratio, Consolidated Restricted Subsidiary Leverage Ratio and Unrestricted Subsidiary Operating Cash Flow for any Measurement Period for any of the purposes specified in this Section 1.04(c) , and with respect to each proposed Business Acquisition, Business Disposition, Designation of an Unrestricted Subsidiary as a Restricted Subsidiary and Designation of a Restricted Subsidiary as an Unrestricted Subsidiary and each such transaction actually consummated in such Measurement Period (including, without limitation, in connection with the Transaction but, in any case, other than any Excluded Transaction), that such financial ratio shall be calculated on a pro forma basis based on the following assumptions: (a) each such transaction shall be deemed to have occurred on the first day of such Measurement Period; (b) any funds to be used by any Person in consummating any such transaction will be assumed to have been used for that purpose as of the first day of such Measurement Period; (c) any Indebtedness to be incurred by any Person in connection with the consummation of any such transaction (including the Term B Borrowing, in the case of the Transaction) will be assumed to have been incurred on the first day of such Measurement Period; (d) the gross interest expenses, determined in accordance with GAAP, with respect to such Indebtedness assumed to have been incurred on the first day of such Measurement Period that bears interest at a floating rate shall be calculated at the current rate (as of the date of such calculation) under the agreement governing such Indebtedness (including this Agreement if the Indebtedness is incurred hereunder); and (e) any gross interest expense, determined in accordance with GAAP, with respect to Indebtedness outstanding during such Measurement Period that was or is to be refinanced with proceeds of a transaction assumed to have been incurred as of the first day of the

Measurement Period will be excluded from such calculations (and to the extent not already excluded pursuant to clause (a) or (b) above, the principal amount of such Indebtedness shall be excluded).

(d) Consolidation of Variable Interest Entities . All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB Interpretation No. 46 – Consolidation of Variable Interest Entities: an interpretation of ARB No. 51 (January 2003) as if such variable interest entity were a Subsidiary as defined herein.

1.05 Rounding . Any financial ratios required to be maintained by the Borrower pursuant to 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).

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

ARTICLE II
COMMITMENTS AND BORROWINGS

2.01 Loans .

(a) Term B Borrowing . Subject to the terms and conditions set forth herein, each Term B Lender severally agrees to make a single loan to the Borrower on the Closing Date in an amount not to exceed such Term B Lender’s Term B Commitment. The Term B Borrowing shall consist of Term B Loans made simultaneously by the Term B Lenders in accordance with their respective Term B Commitments. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term B Loans may be Base Rate Loans or Eurodollar Rate Loans as further provided herein.

(b) Additional Term Borrowings . Subject to the terms and conditions set forth herein and in any Credit Agreement Supplement establishing an Additional Term Facility, each Appropriate Lender under such Facility severally agrees to make a single loan to the Borrower on the Additional Term Effective Date for such Facility in an amount not to exceed such Lender’s Additional Term Commitment under such Facility. The Additional Term Borrowing under each Additional Term Facility shall consist of Additional Term Loans made simultaneously by the Additional Term Lenders under such Facility in accordance with their respective Additional Term Commitments under such Facility. Amounts borrowed under this Section 2.01(b) and the applicable Credit

Agreement Supplement and repaid or prepaid may not be reborrowed. Additional Term Loans may be Base Rate Loans or Eurodollar Rate Loans as further provided herein and in the applicable Credit Agreement Supplement.

2.02 Borrowings, Conversions and Continuations of Loans . (a) Borrowings, Conversions and Continuations Generally . Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar 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 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans. 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 Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower; provided , however , that if the Borrower wishes to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar 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 Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) if Loans are then outstanding under more than one Facility, the applicable Facility the subject of such Loan Notice. If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. 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 Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

(b) Notice to Lenders and Funding of Borrowings . Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Appropriate Lender of

the amount of its Applicable Percentage under the applicable Facility of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Appropriate Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a) . In the case of a Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Borrowing, Section 4.01 , and if such Borrowing is an Additional Term Borrowing, the conditions set forth in the applicable Credit Agreement Supplement), 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 Bank of America 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 Administrative Agent by the Borrower.

(c) Eurodollar Rate Loans . Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.

(d) Notice of Interest Rate . The Administrative Agent shall promptly notify the Borrower and the Appropriate Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

(e) Maximum Interest Periods . After giving effect to the Term B Borrowing, all conversions of Term B Loans from one Type to the other, and all continuations of Term B Loans as the same Type, there shall not be more than five (5) Interest Periods in effect in respect of the Term B Facility. The maximum number of Interest Periods in effect for any Additional Term Facility shall be set forth in the applicable Credit Agreement Supplement.

(f) Limitations on Eurodollar Rate Borrowings . Anything in this Section 2.02 to the contrary notwithstanding, the Borrower may not select the Eurodollar Rate for the initial Borrowing.

2.03 Additional Term Facilities .

(a) Borrower Request . The Borrower, by written notice to the Administrative Agent (which shall promptly notify all Lenders) (an “ Additional Term Facility Notice ”), may from time to time request the establishment of one or more additional Facilities in accordance with the terms hereof (each an “ Additional Term Facility ”); provided that

each such requested Additional Term Facility hereunder shall be in a principal amount of not less than $100,000,000 and the aggregate principal amount of all Additional Term Facilities shall not exceed $500,000,000 (to an aggregate principal amount for all Facilities hereunder of no more than $2,000,000,000). Each Lender shall be given the opportunity to participate in the establishment of any Additional Term Facility by delivery of a copy of each Additional Term Facility Notice, in which the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).

(b) Lender Elections to Participate . Each Lender shall notify the Administrative Agent within the time period specified in the applicable Term Facility Increase Notice whether or not it agrees to provide an Additional Term Commitment and, if so, the amount it is willing to provide. Any Lender not responding within such time period shall be deemed to have declined to provide any Additional Term Commitment, as applicable.

(c) Notification by Administrative Agent; Invitation of Eligible Assignees . The Administrative Agent shall notify the Borrower and each Lender of all Lenders’ responses to each request made hereunder. If necessary to establish the full amount of an Additional Term Facility, and subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, conditioned or delayed), the Borrower may also invite additional Eligible Assignees to become Additional Term Lenders under a proposed Additional Term Facility pursuant to a joinder agreement reasonably satisfactory to the Administrative Agent (which joinder agreement may be a part of the Credit Agreement Supplement establishing such Facility).

(d) Credit Agreement Supplement . Each Additional Term Facility shall be established and effected (including the final allocation of Additional Term Commitments thereunder) by a supplement to this Agreement (each a “ Credit Agreement Supplement ”) executed by the Borrower, the Administrative Agent, and each existing Lender and each Eligible Assignee invited to participate in such Facility pursuant to Section 2.03(c ) in each case that has agreed to provide an Additional Term Commitment under such Facility. Each Credit Agreement Supplement establishing an Additional Term Facility shall set forth the terms and conditions for the Additional Term Loans under such Facility, subject to Section 2.03(f) . Each Credit Agreement Supplement establishing any Additional Term Facility shall become effective (the “ Additional Term Facility Effective Date ”) upon the satisfaction of the conditions precedent to such effectiveness as therein provided, which conditions precedent shall in any case include those specified in Section 2.03(e) , unless the conditions precedent specified in Section 2.03(e) are waived with the consent of the Required Lenders (before giving effect to such Credit Agreement Supplement) and each Lender with a Commitment under such Additional Term Facility. Each Credit Agreement Supplement may, without the consent of the Required Lenders or any other Lender, effect such technical amendments to Articles I , II and III of this Agreement as may be appropriate in the opinion of the Administrative Agent to effect the

provisions of this Section 2.03 ; provided however , that any such amendments (i) shall not amend the definition of “Required Lenders” or Section 2.11 , except as provided in Section 11.01 and (ii) shall not amend or otherwise modify any material rights and obligations of the non-consenting Lenders.

(e) Conditions to Effectiveness . The establishment of any Additional Term Facility pursuant to a Credit Agreement Supplement shall become effective subject to the satisfaction of the conditions precedent in such Credit Agreement Supplement and the following conditions precedent:

(i) each of the conditions set forth in Section 4.02 shall be satisfied; and

(ii) the Borrower shall be in compliance with each of the covenant set forth in Section 7.12 on a Pro Forma Basis after giving effect to the Additional Term Borrowing to be made on any Additional Term Facility Effective Date.

(f) Terms of Additional Term Loans . The terms of Loans under any Additional Term Facility established by a Credit Agreement Supplement shall be as follows unless otherwise agreed to by the Required Lenders, before giving effect to such Credit Agreement Supplement:

(i) the Borrower shall repay to the Lenders under an Additional Term Facility the aggregate principal amount of such Additional Term Loans (the “ Initial Outstanding Amount ”) on such dates and in such amounts as are set forth in the applicable Credit Agreement Supplement for such Additional Term Facility; provided that in no event shall the annual amortization of the Initial Outstanding Amount for any period prior to the Maturity Date for the Term B Facility or any then existing Additional Term Facility be based upon annual amounts equal to more than 1% of such Initial Outstanding Amount; and

(ii) the Maturity Date of any Loans under any newly established Additional Term Facility shall not be earlier than the Maturity Date for the Term B Loans or any then outstanding Additional Term Loans.

(g) Equal and Ratable Benefit . The Additional Term Facilities established pursuant to this Section 2.03 shall be entitled to all the benefits afforded by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Collateral and the security interests created hereunder and by the Collateral Documents, except that, at the Borrower’s discretion, any Loans under any new Additional Term Facility established pursuant to a Credit Agreement Supplement may be subordinated in right of payment to the Loans under any then existing Facility and the Loans under such newly established Additional Term Facility may be secured by Liens which are subordinate to the Liens then existing under this Agreement and the Collateral Documents, in each case, as and to the extent provided in such Credit Agreement Supplement. The Borrower shall take any actions reasonably

required by the Administrative Agent to ensure and/or demonstrate that the Liens and security interests granted under this Agreement and the Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Additional Term Facility.

(h) Conflicting Provisions . Except as otherwise expressly provided herein, this Section shall supersede any provisions in Section 2.11 or 11.01 to the contrary.

2.04 Prepayments .

(a) Optional . Subject to the last sentence of this Section 2.04(a) , the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 . Each prepayment of the outstanding Loans pursuant to this Section 2.04(a) shall be applied (x) ratably to the Term B Facility and any Additional Term Facility and (y) to the principal repayment installments of each Facility on a pro-rata basis, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each relevant Facility. Notwithstanding anything to the contrary contained herein, the Borrower shall not be permitted to prepay (x) the Term B Facility pursuant to this Section 2.04(a) during the period from the Closing Date through the date ten Business Days thereafter or (y) any Additional Term Loans during any period specified in the applicable Credit Agreement Supplement.

(b) Mandatory .

(i) Dispositions . If the Borrower or any of its Restricted Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Sections 7.05(a) through (i) ) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds not later than the fifth Business Day

following receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii ) below); provided , however , that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(i) , at the election of the Borrower (as notified by the Borrower to the Administrative Agent not later than the fifth Business Day following receipt of such Net Cash Proceeds), and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in the business of the Borrower or any Restricted Subsidiary so long as (A) within 365 days after the receipt of such Net Cash Proceeds, such Net Cash Proceeds shall have been so reinvested or a definitive agreement for such reinvestment shall have been entered into (as certified by the Borrower in writing to the Administrative Agent) and (B) within 180 days after the execution of such definitive agreement, such reinvestment shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further , however , that any such Net Cash Proceeds not so reinvested or subject to such definitive agreement shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i) . Notwithstanding the foregoing, in no event shall any prepayment be required under this Section 2.04(b)(i) in respect of a Disposition of property by the Company or any other Restricted Subsidiary to the extent the Company or such Restricted Subsidiary is prohibited from distributing to the Borrower an amount equal to such prepayment by the terms of any Material Indebtedness Agreement.

(ii) Application of Prepayments Generally . Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) shall be applied ratably to each of the Term B Facility and each Additional Term Facility and to the principal repayment installments of each such Facility on a pro rata basis.

(iii) Deferred Payments . Notwithstanding any of the other provisions of this Section 2.04(b) , so long as no Designated Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) of this Section 2.04(b) , the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $1,000,000, the Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) of this Section 2.04(b) to be applied to prepay Loans exceeds $1,000,000. Upon the occurrence of a Designated Event of Default during any such deferral period, the Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first sentence of this clause (iii)) but which have not previously been so applied.

(iv) Eurodollar Prepayment Account . Notwithstanding any of the other provisions of this Section 2.04(b) , so long as no Designated Event of Default shall have occurred and be continuing, the Borrower shall have the right, in lieu of making any prepayment required under Section 2.04(b)(i) , to deposit an amount equal to such mandatory prepayment with the Administrative Agent in a cash collateral account maintained (pursuant to documentation reasonably satisfactory to the Administrative Agent) by and in the sole dominion and control of the Administrative Agent. Any amounts so deposited shall be held by the Administrative Agent as collateral for the prepayment of such Eurodollar Rate Loans and shall be applied to the prepayment of the applicable Eurodollar Rate Loans at the end of the current Interest Periods applicable thereto or, sooner, at the election of the Administrative Agent, upon the occurrence of a Designated Event of Default. At the request of the Borrower, amounts so deposited shall be invested by the Administrative Agent in Cash Equivalents maturing on or prior to the date or dates on which it is anticipated that such amounts will be applied to prepay such Eurodollar Rate Loans; provided , that (A) any interest earned on such Cash Equivalents will be for the account of the Borrower, (B) the Administrative Agent will have no liability to the Borrower for any loss on any such Cash Equivalents and (C) in the event of any loss on any such Cash Equivalents, the Borrower will deposit with the Administrative Agent the amount of such loss at least one Business Day before such mandatory prepayment is due in accordance with this clause (iv) to the extent necessary to increase the amount on deposit to 100% of the amount necessary to make such mandatory prepayment.

2.05 Termination of Commitments . (a) Term B Commitments . The aggregate Term B Commitments shall be automatically and permanently reduced to zero immediately upon the funding of the Term B Borrowing.

(b) Additional Term Commitments . The aggregate Additional Term Commitments under each Additional Term Facility shall be automatically and permanently reduced to zero immediately upon the funding of the Additional Term Borrowing under such Facility.

2.06 Repayment of Loans . (a) Term B Loans . The Borrower shall repay to the Term B Lenders the aggregate principal amount of all Term B Loans outstanding on the following dates in the respective amounts set forth opposite such dates (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) :


Date	Amount
September 30, 2007	$	3,750,000.00
December 31, 2007	$	3,750,000.00
March 31, 2008	$	3,750,000.00
June 30, 2008	$	3,750,000.00
September 30, 2008	$	3,750,000.00
December 31, 2008	$	3,750,000.00
March 31, 2009	$	3,750,000.00
June 30, 2009	$	3,750,000.00
September 30, 2009	$	3,750,000.00
December 31, 2009	$	3,750,000.00
March 31, 2010	$	3,750,000.00
June 30, 2010	$	3,750,000.00
September 30, 2010	$	3,750,000.00
December 31, 2010	$	3,750,000.00
March 31, 2011	$	3,750,000.00
June 30, 2011	$	3,750,000.00
September 30, 2011	$	3,750,000.00
December 31, 2011	$	3,750,000.00
March 31, 2012	$	3,750,000.00
June 30, 2012	$	3,750,000.00
September 30, 2012	$	3,750,000.00
December 31, 2012	$	3,750,000.00
March 31, 2013	$	3,750,000.00
June 30, 2013	$	3,750,000.00
September 30, 2013	$	3,750,000.00
December 31, 2013	$	3,750,000.00
March 31, 2014	$	3,750,000.00
Maturity Date	Balance

provided , however , that the final principal repayment installment of the Term B Loans shall be repaid on the Maturity Date for the Term B Facility and in any event shall be in an amount equal to the aggregate principal amount of all Term B Loans outstanding on such date.

(b) Additional Term Loans . The Borrower shall repay the aggregate outstanding principal amount of any Additional Term Loans under each Additional Term Facility in such periodic installments, on such dates and in such amounts set forth in the applicable Credit Agreement Supplement establishing such Facility; provided , however , that the final principal installment shall be repaid on the Maturity Date for such Additional Term Loans, and in any event shall be in an amount equal to the aggregate principal amount of all such Additional Term Loans outstanding on the Maturity Date for such Additional Term Loans.

2.07 Interest . (a) Interest Rates . Subject to the provisions of Section 2.07(b) , (i) each Eurodollar Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof for each Interest Period applicable thereto at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate for such Facility; and (ii) each Base Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for such Facility.

(b) Default Rate . (i) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(ii) If any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iii) Upon the request of the Required Lenders, while any Event of Default exists, the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iv) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(b) Interest Payment Date . Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.08 Fees . The Borrower shall pay to the Lead Arrangers and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the applicable Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

2.09 Computation of Interest; Evidence of Debt . (a) Computation of Interest . All computations of interest for Base Rate Loans when the Base Rate is determined by Bank of America’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on

each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.10(a) , bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

(b) Evidence of Debt . The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Loans made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

2.10 Payments Generally; Administrative Agent’s Clawback . (a) General . All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage in respect of the relevant Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(b) (i) Funding by Lenders; Presumption by Administrative Agent . Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of

Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02 ) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. 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 the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(ii) Payments by Borrower; Presumptions by Administrative Agent . Unless the Administrative Agent shall have received notice from the Borrower prior to the time at which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Appropriate Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

(c) Failure to Satisfy Conditions Precedent . If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II , and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable

Borrowing set forth in Article IV or any applicable Credit Agreement Supplement are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d) Obligations of Lenders Several . The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender to make any Loan or to make any payment under Section 11.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or to make its payment under Section 11.04(c) .

(e) Funding Source . Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(f) Insufficient Funds . If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first , toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second , toward payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

2.11 Sharing of Payments by Lenders . If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations in respect of any of the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender under such Facilities at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender under such Facilities at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time, then, in each case under clauses (a) and (b) above, the Lender receiving such greater proportion shall (A) notify the Administrative Agent of such fact, and (B) purchase (for cash at face value)

participations in the Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations in respect of the Facilities then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this Section shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply).

The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

ARTICLE III
TAXES, YIELD PROTECTION AND ILLEGALITY

3.01 Taxes .(a) Payments Free of Taxes . Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or any Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b) Payment of Other Taxes . Without limiting the provisions of subsection (a) above, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) Indemnification . The Borrower shall indemnify the Administrative Agent and each Lender, within 10 days after written demand therefor, for the full amount of any

Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability shall be delivered to the Borrower by a Lender (with a copy to the Administrative Agent) together with each such written demand, or by the Administrative Agent on its own behalf or on behalf of a Lender, and the same shall be conclusive absent manifest error.

(d) Evidence of Payments . As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Status of Lenders . Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.

Without limiting the generality of the foregoing, if the Borrower is resident for tax purposes in the United States, any Foreign Lender shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

(i) duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party,

(ii) duly completed copies of Internal Revenue Service Form W-8ECI,

(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (A) a certificate to the effect that such Foreign Lender is not (1) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code, or (3) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (B) duly completed copies of Internal Revenue Service Form W-8BEN, or

(iv) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made.

Without limiting the obligations of the Lenders set forth above regarding delivery of certain forms and documents to establish each Lender’s status for U.S. withholding tax purposes, each Lender agrees promptly to deliver to the Administrative Agent or the Borrower, as the Administrative Agent or the Borrower shall reasonably request, on or prior to the Closing Date, and in a timely fashion thereafter, such other documents and forms required by any relevant taxing authorities under the Laws of any other jurisdiction, duly executed and completed by such Lender, as are required under such Laws to confirm such Lender’s entitlement to any available exemption from, or reduction of, applicable withholding taxes in respect of all payments to be made to such Lender outside of the U.S. by the Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in such other jurisdiction. Each Lender shall promptly (i) notify the Administrative Agent of any change in circumstances which would modify or render invalid any such claimed exemption or reduction, and (ii) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any such jurisdiction that the Borrower make any deduction or withholding for taxes from amounts payable to such Lender. Additionally, the Borrower shall promptly deliver to the Administrative Agent or any Lender, as the Administrative Agent or such Lender shall reasonably request, on or prior to the Closing Date, and in a timely fashion thereafter, such documents and forms required by any relevant taxing authority under the Laws of any jurisdiction, duly executed and completed by the Borrower, as are required to be furnished by such Lender or the Administrative Agent under such Laws in connection with any payment by the Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in connection with the Loan Documents, with respect to such jurisdiction.

(f) Treatment of Certain Refunds . If the Administrative Agent or

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