Common use of Specified Equity Contribution Clause in Contracts

Specified Equity Contribution. Notwithstanding anything to the contrary herein, (a) there shall be no pro forma reduction in Indebtedness with the proceeds of any Specified Equity Contribution for purposes of determining compliance with the Financial Covenants for the fiscal quarter in respect of which such Specified Equity Contribution is made, (b) the amounts of any Specified Equity Contribution shall not exceed the Cure Amount, (c) Specified Equity Contributions shall be disregarded for all other purposes under the Loan Documents (including calculating Consolidated EBITDA for purposes of determining basket levels, the Available Amount and other items governed by reference to Consolidated EBITDA) and (d) in any four consecutive fiscal quarters, there shall be at least two fiscal quarters in respect of which no Specified Equity Contribution is made, and no more than five (5) Specified Equity Contributions (in the aggregate) may be made during the term of this Agreement. “Cure Amount” shall mean an amount which, if added to Consolidated EBITDA for the Applicable Period in respect of which a Financial Covenants default occurred, would cause the Financial Covenants for such Applicable Period to be satisfied and shall not be any more than the amount so required (it being understood and agreed that for the purposes of calculating such amount, no effect shall be given to any prepayment of Loans with such proceeds or to any other reduction of Total Debt on account of the receipt of such proceeds). For the avoidance of doubt, from and after any default in the due observance and performance of the Financial Covenants, no Agent or Lender shall be required to make any Loan or issue, amend, extend or renew any Letter of Credit, in each case, prior to the date such default has been cured in accordance with the provisions of this paragraph.

Specified Equity Contribution. Notwithstanding anything to the contrary herein, (a) there shall be no pro forma reduction in Indebtedness with the proceeds of any Specified Equity Contribution for purposes of determining compliance with the Financial Covenants for the fiscal quarter in respect of which such Specified Equity Contribution is made, (b) the amounts of any Specified Equity Contribution shall not exceed the Cure Amount, (c) Specified Equity Contributions shall be disregarded for all other purposes under the Loan Documents (including calculating Consolidated EBITDA for purposes of determining basket levels, the Available Amount and other items governed by reference to Consolidated EBITDA) and (d) in any four consecutive fiscal quarters, there shall be at least two fiscal quarters in respect of which no Specified Equity Contribution is made, and no more than five (5) Specified Equity Contributions (in the aggregate) may be made during the term of this Agreement. “Cure Amount” shall mean an amount which, if added to Consolidated EBITDA for the Applicable Period in respect of which a Financial Covenants default occurred, would cause the Financial Covenants for such Applicable Period to be satisfied and shall not be any more than the amount so required (it being understood and agreed that for the purposes of calculating such amount, no effect shall be given to any prepayment of Loans with such proceeds or to any other reduction of Total Debt on account of the receipt of such proceeds). For the avoidance of doubt, from and after any default in the due observance and performance of the Financial Covenants, no Agent or Lender shall be required to make any Loan or issue, amend, extend or renew any Letter of Credit, in each case, prior to the date such default has been cured in accordance with the provisions of this paragraph.

Specified Equity Contribution. Notwithstanding anything the above, the parties hereto acknowledge and agree that, solely for purposes of calculations made in determining compliance with this Section 9.14, any cash equity contribution made to Holdings by, or issuance of Equity Interests by Holdings to (in each case other than Disqualified Equity Interests), the Permitted Investors (and which shall be contributed by Holdings to the contrary hereinBorrower) following the request therefor by Holdings, on or prior to the day that is ten (a10) there shall Business Days after the day on which financial statements are required to be no pro forma reduction in Indebtedness delivered with respect to a fiscal year pursuant to Section 8.1(a) or a fiscal quarter pursuant to Section 8.1(b), as applicable, will be deemed to increase, dollar for dollar, Consolidated EBITDAR for the proceeds of any Specified Equity Contribution for purposes of determining compliance with the Financial Covenants for financial covenants contained in this Section 9.14 at the end of such fiscal year or fiscal quarter in respect of which and each applicable subsequent period (any such equity contribution, a “Specified Equity Contribution is made, Contribution”); provided that (bi) the amounts of any Specified Equity Contribution there shall not exceed the Cure Amount, be more than two (c2) Specified Equity Contributions shall be disregarded for all other purposes under the Loan Documents (including calculating Consolidated EBITDA for purposes of determining basket levels, the Available Amount and other items governed by reference to Consolidated EBITDA) and (d) in any four (4) consecutive fiscal quartersquarter period, (ii) there shall not be at least two fiscal quarters in respect of which no Specified Equity Contribution is made, and no more than five four (54) Specified Equity Contributions (in the aggregate) may be made during the term of this Agreement. “Cure Amount” , (iii) the amount of any Specified Equity Contribution shall mean an amount which, if added to Consolidated EBITDA for the Applicable Period in respect of which a Financial Covenants default occurred, would cause the Financial Covenants for such Applicable Period to be satisfied and shall not be any more no greater than the amount so required to cause the Credit Parties to be in compliance with the financial covenants set forth above, (it being understood and agreed that iv) any Indebtedness repaid with the proceeds of the Specified Equity Contribution shall be disregarded for the purposes of calculating the financial covenants for each such amountperiod during which the Specified Equity Contribution is included in the calculation of Consolidated EBITDA, no effect and (v) a Specified Equity Contribution shall only be included in the computation of the financial covenants for purposes of determining compliance by the Credit Parties with this Section 9.14 and not for any other purpose under this Agreement (including, without limitation, any determination of the Applicable Margin, any compliance with this Section 9.14 set forth in the definition of Permitted Acquisition and in the determination of the availability of any baskets set forth in Article VIII or Article IX). Upon the making of a Specified Equity Contribution, the financial covenants in this Section 9.14 shall be given recalculated giving effect to the increase in Consolidated EBITDA; provided that nothing in this subsection shall waive any prepayment Default or Event of Loans Default that exists pursuant to clauses (a) or (b) of this Section 9.14 until such recalculation. If, after giving effect to such recalculation, the Credit Parties are in compliance with such proceeds or the financial covenants, the Credit Parties shall be deemed to any other reduction of Total Debt on account have satisfied the requirements of the receipt of such proceeds). For the avoidance of doubt, from and after any default in the due observance and performance financial covenants retroactively as of the Financial Covenants, relevant date of determination with the same effect as though there had been no Agent failure to comply therewith at such date and the applicable Default or Lender Event of Default that had occurred shall be required deemed waived and not to make any Loan or issue, amend, extend or renew any Letter of Credit, in each case, prior to the date such default has been cured in accordance with the provisions have occurred for all purposes of this paragraphAgreement and the other Credit Documents.

Specified Equity Contribution. Notwithstanding anything the above, the parties hereto acknowledge and agree that, solely for purposes of calculations made in determining compliance with this Section 5.9, any cash equity contribution (which equity shall be Qualified Equity Interests or other Equity Interests having terms reasonably satisfactory to the contrary hereinAdministrative Agent (but excluding Disqualified Equity Interests)) made to the Borrower by the holders of its Equity Interests following the request therefor by the Borrower during the fiscal quarter or on or prior to the day that is ten (10) Business Days after the day on which financial statements are required to be delivered with respect to a fiscal year pursuant to Section 5.1(a) or a fiscal quarter pursuant to Section 5.1(b), as applicable (a) there shall such date, the “Cure Expiration Date”), will be no pro forma reduction in Indebtedness with deemed to increase, dollar for dollar, Consolidated EBITDA for the proceeds of any Specified Equity Contribution for purposes of determining compliance with the Financial Covenants for contained herein at the end of such fiscal year or fiscal quarter in respect of which and each applicable subsequent period (any such equity contribution, a “Specified Equity Contribution is made, Contribution”); provided that (b) the amounts of any Specified Equity Contribution shall not exceed the Cure Amount, (c) Specified Equity Contributions shall be disregarded for all other purposes under the Loan Documents (including calculating Consolidated EBITDA for purposes of determining basket levels, the Available Amount and other items governed by reference to Consolidated EBITDA) and (di) in any four consecutive (4) fiscal quartersquarter period, there shall be at least two (2) fiscal quarters in respect of which no Specified Equity Contribution is made, and no (ii) there shall not be more than five (5) Specified Equity Contributions (in the aggregate) may be made during the term of this Agreement. “Cure Amount” , (iii) the amount of any Specified Equity Contribution shall mean an be no greater than the amount whichrequired to cause the Borrower to be in compliance with the Financial Covenants set forth above, if added to Consolidated EBITDA (iv) the amount of any Indebtedness repaid with the proceeds of the Specified Equity Contribution shall be disregarded for purposes of calculating the Financial Covenants set forth above for the Applicable Period fiscal quarter for which such Specified Equity Contribution is made and (v) a Specified Equity Contribution shall only be included in respect the computation of which a Financial Covenants default occurred, would cause the Financial Covenants for such Applicable Period to be satisfied and shall not be any more than the amount so required (it being understood and agreed that for the purposes of calculating such amountdetermining compliance by the Borrower with this Section 5.9 and not for any other purpose under this Agreement (including, no effect without limitation, any compliance with this Section 5.9 set forth in the definition of Permitted Acquisition and in the determination of the availability of any baskets set forth in Article V or Article VI). Upon the making of a Specified Equity Contribution, the Financial Covenants in this Section 5.9 shall be given recalculated giving effect to the increase in Consolidated EBITDA; provided that nothing in this subsection shall waive any prepayment Default or Event of Loans Default that exists pursuant to Section 5.9(a) until such recalculation. If, after giving effect to such recalculation, the Borrower is in compliance with such proceeds or to any other reduction of Total Debt on account of the receipt of such proceeds). For the avoidance of doubt, from and after any default in the due observance and performance of the Financial Covenants, the Borrower shall be deemed to have satisfied the requirements of the Financial Covenants as of the relevant date of determination with the same effect as though there had been no Agent failure to comply therewith at such date and the applicable Default or Event of Default that had occurred shall be deemed waived and not to have occurred for all purposes of this Agreement and the other Credit Documents. Notwithstanding anything herein to the contrary, in the event that the Borrower fails to comply with the requirements of the Financial Covenants as of the last day of any fiscal quarter of the Borrower, until the receipt by the Borrower of the applicable Specified Equity Contribution (with notice of such receipt having been delivered to the Administrative Agent) or the waiver of all Events of Default, the Revolving Lenders shall have no obligations to make Revolving Loans, the Swing Line Lender shall be required have no obligations to make any Loan Swing Line Loans and the Issuing Lender(s) shall have no obligation to issue or issue, amend, extend or renew any Letter amend Letters of Credit, pending actual receipt in immediately available funds of the applicable Specified Equity Contribution. Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to the Financial Covenants, in each case, at any time prior to the date such default expiration of the Cure Expiration Date (except to the extent that the Borrower has been cured confirmed in accordance with writing that it does not intend to provide the provisions of this paragraphSpecified Equity Contribution).

Specified Equity Contribution. Notwithstanding anything to the contrary hereinabove, (a) there shall be no pro forma reduction in Indebtedness with the proceeds of any Specified Equity Contribution parties hereto acknowledge and agree that, solely for purposes of Section 6.25(b) (and not for any other purposes, including, without limitation, determining any pro forma compliance with test under other sections of this Agreement or any other Loan Document), any cash equity contribution (which equity shall be the Financial Covenants for issuance of, or a contribution on account of, the common Capital Stock of the Borrower) made to the Borrower (any such equity contribution, a “Specified Equity Contribution”) following the written request therefor by the Borrower, which such cash equity contribution shall be received by the Borrower after the end of the fiscal quarter in respect of for which such Specified Equity Contribution is madebeing made but on or prior to the day that is ten (10) Business Days after the day on which financial statements are required to be delivered with respect to such fiscal quarter pursuant to Section 6.3(a) or (b), as applicable, will be included in the calculation of EBITDA for the purposes of determining compliance with Section 6.25(b) at the end of such fiscal quarter and each applicable subsequent Calculation Period that includes such fiscal quarter; provided that (i) Specified Equity Contributions may be made only twice in any four fiscal quarter period of the Borrower and its Subsidiaries (and not in two consecutive fiscal quarters), (bii) no more than four Specified Equity Contributions may be made over the term of this Agreement, (iii) the amounts amount of any Specified Equity Contribution shall not exceed the Cure Amountamount required to cause the Borrower and its Subsidiaries to be in compliance with the financial covenant set forth in Section 6.25(b), (civ) any Indebtedness repaid with the proceeds of the Specified Equity Contributions Contribution shall be disregarded for all other purposes under of calculating the Loan Documents financial covenants for each such period during which the Specified Equity Contribution is included in the calculation of EBITDA, (including calculating Consolidated v) the amount of such Specified Equity Contribution shall be promptly applied to repay the Term Loans, ratably between the Term A-1 Facility and the Term A-2 Facility (and applied to the remaining principal installments thereof in inverse order of maturity), and (vi) a Specified Equity Contribution shall only be included in EBITDA in the computation of the applicable financial covenant for purposes of determining basket levelscompliance by the Borrower with Section 6.25(b) and not for any other purpose under this Agreement (including, without limitation, any determination of the availability of any baskets set forth in Articles VI and any other compliance or pro forma compliance calculation based on the Leverage Ratio). Upon the making of a Specified Equity Contribution, the Available Amount and other items governed by reference to Consolidated EBITDALeverage Ratio in Section 6.25(b) and (d) in any four consecutive fiscal quarters, there shall be recalculated giving effect to the increase in EBITDA; provided that nothing in this subsection shall waive any Default that exists pursuant to Section 6.25(b) until such recalculation. If, after giving effect to such recalculation, the Borrower is in compliance with the Leverage Ratio pursuant to Section 6.25(b), the Borrower shall be deemed to have satisfied the requirements of the Leverage Ratio pursuant to Section 6.25(b) as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at least two fiscal quarters in respect of which no Specified Equity Contribution is made, such date and no more than five (5) Specified Equity Contributions (in the aggregate) may applicable Default that had occurred shall be made during the term deemed waived and not to have occurred for all purposes of this Agreement. “Cure Amount” shall mean an amount which, if added to Consolidated EBITDA for Agreement and the Applicable Period in respect of which a Financial Covenants default occurred, would cause the Financial Covenants for such Applicable Period to be satisfied and shall not be any more than the amount so required (it being understood and agreed that for the purposes of calculating such amount, no effect shall be given to any prepayment of Loans with such proceeds or to any other reduction of Total Debt on account of the receipt of such proceeds). For the avoidance of doubt, from and after any default in the due observance and performance of the Financial Covenants, no Agent or Lender shall be required to make any Loan or issue, amend, extend or renew any Letter of Credit, in each case, prior to the date such default has been cured in accordance with the provisions of this paragraphDocuments.

Specified Equity Contribution. Notwithstanding anything the foregoing Sections 3.2(m) and (n) and Section 6.2, the parties hereto acknowledge and agree that, solely for purposes of all calculations made in determining compliance with Sections 3.2(m) and (n) and Section 6.2, any cash equity contribution (which equity shall be common equity or other equity having terms reasonably satisfactory to the contrary herein, Administrative Agent and the Lenders) made to the Borrower by Magnum after the end of a Fiscal Quarter and on or prior to the day that is ten (a10) there Business Days after delivery by the Borrower to the Administrative Agent of a written irrevocable notice of its intent to satisfy the conditions under Section 3.2 or to cure an Event of Default under Section 6.2 (which written notice shall be no pro forma reduction delivered on or prior to the date that is five (5) days after the day on which financial statements are required to be delivered with respect to such Fiscal Quarter) will, at the request of the Borrower, be included in Indebtedness with the proceeds calculation of any Specified Equity Contribution Consolidated EBITDA for the purposes of determining compliance with the Financial Covenants for financial covenants contained herein at the fiscal quarter in respect end of which such Fiscal Quarter and each applicable subsequent period (any such equity contribution, a “Specified Equity Contribution is made, Contribution”); provided that (bi) after the earlier of (x) the amounts of any Specified Equity Contribution shall not exceed the Cure Amount, (c) Specified Equity Contributions shall be disregarded for all other purposes under the Loan Documents (including calculating Consolidated EBITDA for purposes of determining basket levels, the Available Amount and other items governed by reference to Consolidated EBITDA) First Lien Funding Date and (dy) December 31, 2012, in any each four consecutive fiscal quarters(4) Fiscal Quarter period, there shall be at least two fiscal quarters (2) Fiscal Quarters in respect of which no Specified Equity Contribution is made, (ii) after the earlier of (x) the First Lien Funding Date and (y) December 31, 2012, there shall be no more than five four (54) Specified Equity Contributions (in the aggregateaggregate made after such date, (iii) may the amount of any Specified Equity Contribution shall be made during the term of this Agreement. “Cure Amount” shall mean an amount which, if added to Consolidated EBITDA for the Applicable Period in respect of which a Financial Covenants default occurred, would cause the Financial Covenants for such Applicable Period to be satisfied and shall not be any more no greater than the amount so required to cause the Loan Parties to be in compliance with the financial covenants set forth above and (it being understood and agreed that iv) a Specified Equity Contribution shall only be included in the computation of the financial covenant for the purposes of calculating such amountdetermining compliance by the Loan Parties with Sections 3.2(m) and (n) and Section 6.2 and not for any other purpose under this Agreement (including, no effect without limitation, any determination of the Applicable Margin, the Applicable Percentage, the Facility Availability Amount and availability under any baskets with respect to any covenants set forth herein). Upon the making of a Specified Equity Contribution, the financial covenants in Sections 3.2(m) and (n) and Section 6.2 shall be given recalculated giving effect to the increase in Consolidated EBITDA (but not including any prepayments of Indebtedness made with the proceeds of such Specified Equity Contribution); provided that neither the Administrative Agent nor the Lenders shall exercise any rights or remedies (other than instituting Default Interest) with respect to any prepayment Event of Loans Default that exists pursuant to Section 6.2 during the ten (10) Business Day period following notice by the Borrower that it intends to make such Specified Equity Contribution and affect such recalculation. If, after giving effect to such recalculation, the Loan Parties are in compliance with such proceeds or the financial covenants, the Loan Parties shall be deemed to any other reduction of Total Debt on account have satisfied the requirements of the receipt of such proceeds). For the avoidance of doubt, from and after any default in the due observance and performance financial covenants as of the Financial Covenants, no Agent or Lender shall be required to make any Loan or issue, amend, extend or renew any Letter relevant date of Credit, in each case, prior to the date such default has been cured in accordance determination with the provisions of this paragraphsame effect as though there had been no failure to comply therewith at such date.”

Specified Equity Contribution. Notwithstanding the above, or anything to the contrary hereinin this Agreement, the parties hereto acknowledge and agree that, solely for purposes of calculations made in determining compliance with this Article VI, any cash common equity contribution made after the Closing Date to the Borrower (the “Specified Equity Contribution Request”), on or prior to the day that is ten (10) Business Days after the earlier of (a) there shall the day on which a Compliance Certificate is required to be no pro forma reduction in Indebtedness delivered pursuant to Section 5.1(c) and (b) the day on which financial statements are required to be delivered with respect to a Fiscal Year pursuant to Section 5.1(a) or a Fiscal Quarter pursuant to Section 5.1(b), as applicable, will, at the proceeds request of any Specified Equity Contribution the Borrower, be deemed to increase, dollar for dollar, Consolidated EBITDA for the purposes of determining compliance with the Financial Covenants for financial covenants contained in this Article VI at the fiscal quarter end of such Fiscal Year or Fiscal Quarter and each applicable subsequent period that includes the Fiscal Quarter in respect of which such common equity contribution was made (any such equity contribution, a “Specified Equity Contribution is made, Contribution”); provided that (b) the amounts of any Specified Equity Contribution shall not exceed the Cure Amount, (c) Specified Equity Contributions shall be disregarded for all other purposes under the Loan Documents (including calculating Consolidated EBITDA for purposes of determining basket levels, the Available Amount and other items governed by reference to Consolidated EBITDA) and (di) in any four consecutive fiscal quartersFiscal Quarter period, there shall not be at least more than two fiscal quarters in respect of which no (2) Specified Equity Contribution is madeContributions, and no (ii) there shall not be more than five (5) Specified Equity Contributions (in the aggregate) may be made during the term of this Agreement. “Cure Amount” , (iii) the amount of any Specified Equity Contribution shall mean an be no greater than the amount whichrequired to cause the Loan Parties to be in compliance with the financial covenants set forth above, if added to Consolidated EBITDA (iv) DB1/ 110470318.9 111 there shall be no pro forma reduction of Indebtedness with the proceeds of the Specified Equity Contribution (whether direct payment or by way of netting) for purposes of calculating the financial covenants for each Fiscal Quarter during which the Specified Equity Contribution is made and (v) a Specified Equity Contribution shall only be included in the computation of the financial covenants for purposes of determining compliance by the Loan Parties with this Article VI and not for any other purpose under this Agreement (including, without limitation, any determination of the Applicable Period Margin, any compliance with this Article VI set forth in respect the definition of which Permitted Acquisition and in the determination of the availability of any baskets set forth in Article V or Article VII). Upon the making of a Financial Covenants default occurredSpecified Equity Contribution, would cause the Financial Covenants for financial covenants in this Article VI shall be recalculated giving effect to the increase in Consolidated EBITDA; provided that nothing in this subsection shall waive any Default or Event of Default that exists pursuant to Sections 6.1 or 6.3 until such Applicable Period recalculation (and pending such recalculation, the Administrative Agent and the Lenders shall withhold any actions and remedies available arising from any such Default or Event of Default pursuant to be satisfied Section 6.1 or 6.3) and the Borrower shall not be any more than permitted to incur Revolving Loans or request the amount so required (it being understood issuance of Letters of Credit. If, after giving effect to such recalculation, the Loan Parties are in compliance with the financial covenants, the Loan Parties shall be deemed to have satisfied the requirements of the financial covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date and agreed the applicable Default or Event of Default that had occurred under Section 6.1 and 6.3 shall be deemed waived and not to have occurred for the all purposes of calculating such amount, no effect shall be given this Agreement and the other Loan Documents. ARTICLE VII NEGATIVE COVENANTS Each of Holdings (solely with respect to Section 7.9) and the Borrower covenants and agrees that so long as any prepayment of Loans with such proceeds Lender has a Commitment hereunder or to any Obligation (other reduction of Total Debt on account of the receipt of such proceeds). For the avoidance of doubt, from and after any default in the due observance and performance of the Financial Covenants, no Agent or Lender shall be required to make any Loan or issue, amend, extend or renew any Letter of Credit, in each case, prior to the date such default has been cured in accordance with the provisions of this paragraphthan unasserted contingent Obligations) remains outstanding: Section 7.1.

Specified Equity Contribution. Notwithstanding the above, or anything to the contrary hereinin this Agreement, the parties hereto acknowledge and agree that, solely for purposes of calculations made in determining compliance with this Article VI, any cash common equity contribution made after the Closing Date to the Borrower (the “Specified Equity Contribution Request”), on or prior to the day that is ten (10) Business Days after the earlier of (a) there shall the day on which a Compliance Certificate is required to be no pro forma reduction in Indebtedness delivered pursuant to Section 5.1(c) and (b) the day on which financial statements are required to be delivered with respect to a Fiscal Year pursuant to Section 5.1(a) or a Fiscal Quarter pursuant to Section 5.1(b), as applicable, will, at the proceeds request of any Specified Equity Contribution the Borrower, be deemed to increase, dollar for dollar, Consolidated EBITDA for the purposes of determining compliance with the Financial Covenants for financial covenants contained in this Article VI at the fiscal quarter end of such Fiscal Year or Fiscal Quarter and each applicable subsequent period that includes the Fiscal Quarter in respect of which such common equity contribution was made (any such equity contribution, a “Specified Equity Contribution is made, Contribution”); provided that (b) the amounts of any Specified Equity Contribution shall not exceed the Cure Amount, (c) Specified Equity Contributions shall be disregarded for all other purposes under the Loan Documents (including calculating Consolidated EBITDA for purposes of determining basket levels, the Available Amount and other items governed by reference to Consolidated EBITDA) and (di) in any four consecutive fiscal quartersFiscal Quarter period, there shall not be at least more than two fiscal quarters in respect of which no (2) Specified Equity Contribution is madeContributions, and no (ii) there shall not be more than five (5) Specified Equity Contributions (in the aggregate) may be made during the term of this Agreement. “Cure Amount” , (iii) the amount of any Specified Equity Contribution shall mean an be no greater than the amount whichrequired to cause the Loan Parties to be in compliance with the financial covenants set forth above, if added to Consolidated EBITDA (iv) there shall be no pro forma reduction of Indebtedness with the proceeds of the Specified Equity Contribution (whether direct payment or by way of netting) for purposes of calculating the financial covenants for each Fiscal Quarter during which the Specified Equity Contribution is made and (v) a Specified Equity Contribution shall only be included in the computation of the financial covenants for purposes of determining compliance by the Loan Parties with this Article VI and not for any other purpose under this Agreement (including, without limitation, any determination of the Applicable Period Margin, any compliance with this Article VI set forth in respect the definition of which Permitted Acquisition and in the determination of the availability of any baskets set forth in Article V or Article VII). Upon the making of a Financial Covenants default occurredSpecified Equity Contribution, would cause the Financial Covenants for financial covenants in this Article VI shall be recalculated giving effect to the increase in Consolidated EBITDA; provided that nothing in this subsection shall waive any Default or Event of Default that exists pursuant to Sections 6.1 or 6.3 until such Applicable Period recalculation (and pending such recalculation, the Administrative Agent and the Lenders shall withhold any actions and remedies available arising from any such Default or Event of Default pursuant to be satisfied Section 6.1 or 6.3) and the Borrower shall not be any more than permitted to incur Revolving Loans or request the amount so required (it being understood issuance of Letters of Credit. If, after giving effect to such recalculation, the Loan Parties are in compliance with the financial covenants, the Loan Parties shall be deemed to have satisfied the requirements of the financial covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date and agreed the applicable Default or Event of Default that had occurred under Section 6.1 and 6.3 shall be deemed waived and not to have occurred for the all purposes of calculating such amount, no effect shall be given to any prepayment of Loans with such proceeds or to any this Agreement and the other reduction of Total Debt on account of the receipt of such proceeds). For the avoidance of doubt, from and after any default in the due observance and performance of the Financial Covenants, no Agent or Lender shall be required to make any Loan or issue, amend, extend or renew any Letter of Credit, in each case, prior to the date such default has been cured in accordance with the provisions of this paragraphDocuments.

Specified Equity Contribution. Notwithstanding anything the above, the parties hereto acknowledge and agree that, solely for purposes of calculations made in determining compliance with this Section 5.9, any cash equity contribution (which equity shall be common equity or other equity having terms reasonably satisfactory to the contrary hereinAdministrative Agent and the Required Lenders) made to the Borrower by the holders of its Equity Interests following the request therefor by the Borrower during the fiscal quarter or on or prior to the day that is ten (10) Business Days after the day on which financial statements are required to be delivered with respect to a fiscal year pursuant to Section 5.1(a) or a fiscal quarter pursuant to Section 5.1(b), (a) there shall as applicable, will be no pro forma reduction in Indebtedness with deemed to increase, dollar for dollar, Consolidated EBITDA for the proceeds of any Specified Equity Contribution for purposes of determining compliance with the Financial Covenants for financial covenants contained herein at the end of such fiscal year or fiscal quarter in respect of which and each applicable subsequent period (any such equity contribution, a “Specified Equity Contribution is made, Contribution”); provided that (b) the amounts of any Specified Equity Contribution shall not exceed the Cure Amount, (c) Specified Equity Contributions shall be disregarded for all other purposes under the Loan Documents (including calculating Consolidated EBITDA for purposes of determining basket levels, the Available Amount and other items governed by reference to Consolidated EBITDA) and (di) in any four consecutive (4) fiscal quartersquarter period, there shall be at least two (2) fiscal quarters in respect of which no Specified Equity Contribution is made, and no (ii) there shall not be more than five three (53) Specified Equity Contributions (in the aggregate) may be made during the term of this Agreement. “Cure Amount” , (iii) the amount of any Specified Equity Contribution shall mean an amount which, if added to Consolidated EBITDA for the Applicable Period in respect of which a Financial Covenants default occurred, would cause the Financial Covenants for such Applicable Period to be satisfied and shall not be any more no greater than the amount so required to cause the Credit Parties to be in compliance with the financial covenants set forth above, (it being understood and agreed that iv) the amount of any Indebtedness repaid with the proceeds of the Specified Equity Contribution shall be disregarded for the purposes of calculating the financial covenants set forth above for each such amountperiod during which the Specified Equity Contribution is included in the calculation of Consolidated EBITDA and (v) a Specified Equity Contribution shall only be included in the computation of the financial covenants for purposes of determining compliance by the Credit Parties with this Section 5.9 and not for any other purpose under this Agreement (including, no effect without limitation, any determination of the Applicable Margin, any compliance with this Section 5.9 set forth in the definition of Permitted Acquisition and in the determination of the availability of any baskets set forth in Article V or Article VI). Upon the making of a Specified Equity Contribution, the financial covenants in this Section 5.9 shall be given recalculated giving effect to the increase in Consolidated EBITDA; provided that nothing in this subsection shall waive any prepayment Default or Event of Loans Default that exists pursuant to clauses (a), (b) or (c) of this Section 5.9 until such recalculation. If, after giving effect to such recalculation, the Credit Parties are in compliance with such proceeds or the financial covenants, the Credit Parties shall be deemed to any other reduction of Total Debt on account have satisfied the requirements of the receipt of such proceeds). For the avoidance of doubt, from and after any default in the due observance and performance financial covenants as of the Financial Covenants, relevant date of determination with the same effect as though there had been no Agent failure to comply therewith at such date and the applicable Default or Lender Event of Default that had occurred shall be required deemed waived and not to make any Loan or issue, amend, extend or renew any Letter of Credit, in each case, prior to the date such default has been cured in accordance with the provisions have occurred for all purposes of this paragraphAgreement and the other Credit Documents.

Specified Equity Contribution. Notwithstanding anything the above, the parties hereto acknowledge and agree that, solely for purposes of calculations made in determining compliance with this Section 5.9, any cash equity contribution (which equity shall be common equity or other equity having terms reasonably satisfactory to the contrary hereinAdministrative Agent and the Required Lenders) made to the Borrower by the holders of its Equity Interests following the request therefor by the Borrower during the fiscal quarter or on or prior to the day that is ten (10) Business Days after the day on which financial statements are required to be delivered with respect to a fiscal year pursuant to Section 5.1(a) or a fiscal quarter pursuant to Section 5.1(b), (a) there shall as applicable, will be no pro forma reduction in Indebtedness with deemed to increase, dollar for dollar, Consolidated EBITDA for the proceeds of any Specified Equity Contribution for purposes of determining compliance with the Financial Covenants for financial covenants contained herein at the end of such fiscal year or fiscal quarter in respect of which and each applicable subsequent period (any such equity contribution, a “Specified Equity Contribution is made, Contribution”); provided that (b) the amounts of any Specified Equity Contribution shall not exceed the Cure Amount, (c) Specified Equity Contributions shall be disregarded for all other purposes under the Loan Documents (including calculating Consolidated EBITDA for purposes of determining basket levels, the Available Amount and other items governed by reference to Consolidated EBITDA) and (di) in any four consecutive (4) fiscal quartersquarter period, there shall be at least two (2) fiscal quarters in respect of which no Specified Equity Contribution is made, and no (ii) there shall not be more than five three (53) Specified Equity Contributions (in the aggregate) may be made during the term of this Agreement. “Cure Amount” , (iii) the amount of any Specified Equity Contribution shall mean an amount which, if added to Consolidated EBITDA for the Applicable Period in respect of which a Financial Covenants default occurred, would cause the Financial Covenants for such Applicable Period to be satisfied and shall not be any more no greater than the amount so required to cause the Credit Parties to be in compliance with the financial covenants set forth above, (it being understood and agreed that iv) the amount of any Indebtedness repaid with the proceeds of the Specified Equity Contribution shall be disregarded for the purposes of calculating the financial covenants set forth above for each such amountperiod during which the Specified Equity Contribution is included in the calculation of Consolidated EBITDA and (v) a Specified Equity Contribution shall only be included in the computation of the financial covenants for purposes of determining compliance by the Credit Parties with this Section 5.9 and not for any other purpose under this Agreement (including, no effect without limitation, any determination of the Applicable Margin, any compliance with this Section 5.9 set forth in the definition of Permitted Acquisition and in the determination of the availability of any baskets set forth in Article V or Article VI). Upon the making of a Specified Equity Contribution, the financial covenants in this Section 5.9 shall be given recalculated giving effect to the increase in Consolidated EBITDA; provided that nothing in this subsection shall waive any prepayment Default or Event of Loans Default that exists pursuant to clauses (a), (b) or (c) of this Section 5.9 until such recalculation. If, after giving effect to such recalculation, the Credit Parties are in compliance with such proceeds or the financial covenants, the Credit Parties shall be deemed to any other reduction of Total Debt on account have satisfied the requirements of the receipt of such proceeds). For the avoidance of doubt, from and after any default in the due observance and performance financial covenants as of the Financial Covenants, relevant date of determination with the same effect as though there had been no Agent failure to comply therewith at such date and the applicable Default or Lender Event of Default that had occurred shall be required deemed waived and not to make any Loan or issue, amend, extend or renew any Letter have occurred for all purposes of Credit, in each case, prior to this Agreement and the date such default has been cured in accordance other Credit Documents. Confidential Materials Omitted and Filed Separately with the provisions Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of this paragraph.1933, as amended. Confidential Portions are marked: [***]

Specified Equity Contribution. Notwithstanding anything the foregoing Section 6.1, the parties hereto acknowledge and agree that, solely for purposes of all calculations made in determining compliance with Section 6.1, any cash equity contribution (which equity shall be common equity or other equity having terms reasonably satisfactory to the contrary herein, Required Lenders) made to the Borrower by Magnum after the end of a Fiscal Quarter and on or prior to the day that is ten (a10) there Business Days after delivery by the Borrower to the Lenders of a written irrevocable notice of its intent to cure an Event of Default under Section 6.1 (which written notice shall be no pro forma reduction delivered on or prior to the date that is five (5) days after the day on which financial statements are required to be delivered with respect to such Fiscal Quarter) will, at the request of the Borrower, be included in Indebtedness with the proceeds calculation of any Specified Equity Contribution Consolidated EBITDA for the purposes of determining compliance with the Financial Covenants for financial covenants contained herein at the fiscal quarter in respect end of which such Fiscal Quarter and each applicable subsequent period (any such equity contribution, a “Specified Equity Contribution is made, Contribution”); provided that (bi) after the earlier of (x) the amounts of any Specified Equity Contribution shall not exceed the Cure Amount, (c) Specified Equity Contributions shall be disregarded for all other purposes under the Loan Documents (including calculating Consolidated EBITDA for purposes of determining basket levels, the Available Amount and other items governed by reference to Consolidated EBITDA) First Lien Funding Date and (dy) December 31, 2012, in any each four consecutive fiscal quarters(4) Fiscal Quarter period, there shall be at least two fiscal quarters (2) Fiscal Quarters in respect of which no Specified Equity Contribution is made, (ii) after the earlier of (x) the First Lien Funding Date and (y) December 31, 2012, there shall be no more than five four (54) Specified Equity Contributions (in the aggregateaggregate made after such date, (iii) may the amount of any Specified Equity Contribution shall be made during the term of this Agreement. “Cure Amount” shall mean an amount which, if added to Consolidated EBITDA for the Applicable Period in respect of which a Financial Covenants default occurred, would cause the Financial Covenants for such Applicable Period to be satisfied and shall not be any more no greater than the amount so required to cause the Loan Parties to be in compliance with the financial covenants set forth above and (it being understood and agreed that iv) a Specified Equity Contribution shall only be included in the computation of the financial covenant for the purposes of calculating such amountdetermining compliance by the Loan Parties with Section 6.1 and not for any other purpose under this Agreement (including, no effect without limitation, availability under any baskets with respect to any covenants set forth herein). Upon the making of a Specified Equity Contribution, the financial covenants in Section 6.1 shall be given recalculated giving effect to the increase in Consolidated EBITDA (but not including any prepayments of Indebtedness made with the proceeds of such Specified Equity Contribution); provided that neither the Collateral Agent nor the Lenders shall exercise any rights or remedies (other than instituting Default Interest) with respect to any prepayment Event of Loans Default that exists pursuant to Section 6.1 during the ten (10) Business Day period following notice by the Borrower that it intends to make such Specified Equity Contribution and affect such recalculation. If, after giving effect to such recalculation, the Loan Parties are in compliance with such proceeds or the financial covenants, the Loan Parties shall be deemed to any other reduction of Total Debt on account have satisfied the requirements of the receipt of such proceeds). For the avoidance of doubt, from and after any default in the due observance and performance financial covenants as of the Financial Covenants, no Agent or Lender shall be required to make any Loan or issue, amend, extend or renew any Letter relevant date of Credit, in each case, prior to the date such default has been cured in accordance determination with the provisions of this paragraphsame effect as though there had been no failure to comply therewith at such date.

Specified Equity Contribution. Notwithstanding the above, or anything to the contrary hereinin this Agreement, the parties hereto acknowledge and agree that, solely for purposes of calculations made in determining compliance with this Article VI, any cash common equity contribution made after the Closing Date to the Borrower (the “Specified Equity Contribution Request”), on or prior to the day that is ten (10) Business Days after the earlier of (a) there shall the day on which a Compliance Certificate is required to be no pro forma reduction in Indebtedness delivered pursuant to Section 5.1(c) and (b) the day on which financial statements are required to be delivered with respect to a Fiscal Year pursuant to Section 5.1(a) or a Fiscal Quarter pursuant to Section 5.1(b), as applicable, will, at the proceeds request of any Specified Equity Contribution the Borrower, be deemed to increase, dollar for dollar, Consolidated EBITDA for the purposes of determining compliance with the Financial Covenants for financial covenants contained in this Article VI at the fiscal quarter end of such Fiscal Year or Fiscal Quarter and each applicable subsequent period that includes the Fiscal Quarter in respect of which such common equity contribution was made (any such equity contribution, a “Specified Equity Contribution is made, Contribution”); provided that (b) the amounts of any Specified Equity Contribution shall not exceed the Cure Amount, (c) Specified Equity Contributions shall be disregarded for all other purposes under the Loan Documents (including calculating Consolidated EBITDA for purposes of determining basket levels, the Available Amount and other items governed by reference to Consolidated EBITDA) and (di) in any four consecutive fiscal quartersFiscal Quarter period, there shall not be at least more than two fiscal quarters in respect of which no (2) Specified Equity Contribution is madeContributions, and no (ii) there shall not be more than five (5) Specified Equity Contributions (in the aggregate) may be made during the term of this Agreement. “Cure Amount” , (iii) the amount of any Specified Equity Contribution shall mean an be no greater than the amount whichrequired to cause the Loan Parties to be in compliance with the financial covenants set forth above, if added to Consolidated EBITDA (iv) there shall be no pro forma reduction of Indebtedness with the proceeds of the Specified Equity Contribution (whether direct payment or by way of netting) for purposes of calculating the financial covenants for each Fiscal Quarter during which the Specified Equity Contribution is made and (v) a Specified Equity Contribution shall only be included in the computation of the financial covenants for purposes of determining compliance by the Loan Parties with this Article VI and not for any other purpose under this Agreement (including, without limitation, any determination of the Applicable Period Margin, any compliance with this Article VI set forth in respect the definition of which Permitted Acquisition and in the determination of the availability of any baskets set forth in Article V or Article VII). Upon the making of a Financial Covenants default occurredSpecified Equity Contribution, would cause the Financial Covenants for financial covenants in this Article VI shall be recalculated giving effect to the increase in Consolidated EBITDA; provided that nothing in this subsection shall waive any Default or Event of Default that exists pursuant to Sections 6.1 or 6.3 until such Applicable Period recalculation (and pending such recalculation, the Administrative Agent and the Lenders shall withhold any actions and remedies available arising from any such Default or Event of Default pursuant to be satisfied Section 6.1 or 6.3) and the Borrower shall not be any more than permitted to incur Revolving Loans or request the amount so required (it being understood issuance of Letters of Credit. If, after giving effect to such recalculation, the Loan Parties are in compliance with the financial covenants, the Loan Parties shall be deemed to have satisfied the requirements of the financial covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date and agreed the applicable Default or Event of Default that had occurred under Section 6.1 and 6.3 shall be deemed waived and not to have occurred for the all purposes of calculating such amount, no effect shall be given this Agreement and the other Loan Documents. ARTICLE VII NEGATIVE COVENANTS Each of Holdings (solely with respect to Section 7.9) and the Borrower covenants and agrees that so long as any prepayment of Loans with such proceeds Lender has a Commitment hereunder or to any Obligation (other reduction of Total Debt on account of the receipt of such proceeds). For the avoidance of doubt, from and after any default in the due observance and performance of the Financial Covenants, no Agent or Lender shall be required to make any Loan or issue, amend, extend or renew any Letter of Credit, in each case, prior to the date such default has been cured in accordance with the provisions of this paragraphthan unasserted contingent Obligations) remains outstanding: DB1/ 110470318.9 110 Section 7.1.