EXTENSION AMENDMENT


Exhibit 10.31
EXTENSION AMENDMENT
This Extension Amendment (this “Extension Amendment”), dated as of September 23, 2021, is made by and among Coral-US Co-Borrower LLC, a limited liability company organized under the laws of Delaware (the “Original Co-Borrower”) as Borrower and Guarantor, each of the other Loan Parties party hereto, the financial institutions listed on Schedule 1 to this Extension Amendment (the “2021 Extending Class B Revolving Credit Lenders”) and The Bank of Nova Scotia as Administrative Agent (the “Administrative Agent”) and Security Trustee (the “Security Trustee”) under the amended and restated credit agreement dated as of March 7, 2018 (as amended, restated, supplemented or otherwise modified from time to time (including as amended as of April 9, 2018, as further supplemented on January 10, 2020 and as amended on January 24, 2020 pursuant to the additional facility joinder agreement dated as of January 24, 2020 between, among others, the Original Co-Borrower, the financial institutions listed therein, the Administrative Agent, and the Security Trustee (the “2020 Additional Facility Joinder Agreement”)) prior to the Effective Date (as defined below), and as in effect immediately prior to the occurrence of the Effective Date, the “Existing Credit Agreement”) between, among others, Sable International Finance Limited, an exempted company incorporated under the laws of the Cayman Islands, and the Original Co-Borrower, each as Initial Borrowers, the other Borrowers and Guarantors party thereto from time to time, the Administrative Agent, the Security Trustee and each Lender from time to time party thereto.
RECITALS:
WHEREAS, pursuant to Section 2.16 (Extension of Term Loans; Extension of Revolving Credit Loans) of the Existing Credit Agreement, the Original Co-Borrower, the other Loan Parties, the 2021 Extending Class B Revolving Credit Lenders, the Administrative Agent and the Security Trustee are entering into this Extension Amendment in order to establish the terms of the 2021 Extended Class B Revolving Credit Commitments (as defined below) and 2021 Extended Class B Revolving Facility Loans (as defined below);
WHEREAS, effective as of the Effective Date (after giving effect to the effectiveness of the 2021 Extended Class B Revolving Credit Commitments), the Loan Parties and the 2021 Extending Class B Revolving Credit Lenders desire to consent to certain Amendments (as defined below) to the Amended Credit Agreement (as defined below) and the other Loan Documents set forth below pursuant to, and as authorized by, Section 10.01 (Amendments, Etc.) of the Amended Credit Agreement;
NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the Parties (as defined below) hereto agree as follows:
1.DEFINED TERMS
As used in this Extension Amendment, the following terms shall have the meanings set forth below:
“2021 Extended Class B Revolving Credit Commitments” means the 2021 Extended Revolving Credit Commitment of each 2021 Extending Class B Revolving Credit Lender, as set forth on Schedule 1 to this Extension Amendment, established and having the terms set forth in Section 2 of this Extension Amendment.
“2021 Extended Class B Revolving Facility Loans” means the Loans advanced by the 2021 Extending Class B Revolving Credit Lenders from time to time under the Extended Class B Revolving Credit Commitments. For the avoidance of doubt, the 2021 Extended Class B Revolving Facility Loans shall constitute “Revolving Credit Loans” for all purposes under the Amended Credit Agreement.
“Amended Credit Agreement” means the Existing Credit Agreement as further amended, supplemented or otherwise modified by this Extension Amendment, without giving effect to the Amendments.


“Effective Date” means the date on which the Administrative Agent provides the notice specified in Section 3 of this Extension Amendment.
“Parties” means each of the Original Co-Borrower, the other Loan Parties, the Administrative Agent, the Security Trustee and the 2021 Extending Class B Revolving Credit Lenders.
All other capitalized terms not defined above or elsewhere herein, which are defined in the Amended Credit Agreement, shall have the same meaning in this Extension Amendment, unless specified otherwise.
2.EXTENSION OF THE MATURITY DATE OF CLASS B REVOLVING CREDIT COMMITMENTS AND ESTABLISHMENT OF THE 2021 EXTENDED CLASS B REVOLVING CREDIT COMMITMENTS.
(a)Each 2021 Extending Class B Revolving Credit Lender agrees that immediately upon the occurrence of the Effective Date, the Maturity Date of an aggregate principal amount of its Extended Class B Revolving Credit Commitment (and any Extended Revolving Credit Loans held by it thereunder) representing the aggregate principal amount of its 2021 Extended Class B Revolving Credit Commitment, shall be extended to January 30, 2027, automatically and without the need for any further action on behalf of any Party; it being acknowledged that the 2021 Extended Class B Revolving Credit Commitments constitute 2021 Extended Revolving Credit Commitments in respect of the Extended Class B Revolving Credit Commitments.
(b)The aggregate principal amount of the 2021 Extended Class B Revolving Credit Commitment of each 2021 Extending Class B Revolving Credit Lender is set forth opposite its name on Schedule 1 to this Extension Amendment. The Facility Office and address for notices of each 2021 Extending Class B Revolving Credit Lender for the purposes of Section 10.02 (Notices and Other Communications; Facsimile Copies) of the Amended Credit Agreement is as set forth on Schedule 2 to this Extension Amendment.
(c)The Available Currencies for the 2021 Extended Class B Revolving Facility Commitments are Dollars, and any other currency (including Euros and Sterling) as the relevant Borrower, each of the relevant Revolving Credit Lenders and the Administrative Agent may agree to from time to time.
(d)Subject to the provisions set forth in Exhibit A, each 2021 Extended Class B Revolving Facility Loan denominated in Dollars that is (i) a Eurocurrency Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate and (ii) a Base Rate Loan 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.
(e)The Applicable Rate in relation to 2021 Extended Class B Revolving Facility Loans, unused 2021 Extended Class B Revolving Credit Commitments and Letter of Credit fees payable to Participating Revolving Credit Lenders in respect of 2021 Extended Class B Revolving Credit Commitments is: (i) for Eurocurrency Rate Loans and such Letter of Credit fees, 3.25%; (ii) for Base Rate Loans, 2.25%; and (iii) for unused commitment fees, 0.50%.
(f)The Revolving Credit Availability Period with respect to the 2021 Extended Class B Revolving Credit Commitments shall be the period from and including the Effective Date to and including the date falling 30 days prior to the Maturity Date of the 2021 Extended Class B Revolving Credit Commitments.
(g)Each 2021 Extending Class B Revolving Credit Lender agrees that its 2021 Extended Class B Revolving Credit Commitment shall constitute a Participating Revolving Credit Commitment for purposes of the Amended Credit Agreement.
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(h)Each 2021 Extending Class B Revolving Credit Lender that is an L/C Issuer and/or an Alternative L/C Issuer hereby confirms that, on the terms and subject to the conditions of the Amended Credit Agreement, it will continue in its role as a L/C Issuer and/or an Alternative L/C Issuer under the Amended Credit Agreement following the Maturity Date with respect to the Extended Class B Revolving Credit Commitments, and each Loan Party and each 2021 Extending Class B Revolving Credit Lender hereby agrees that each such L/C Issuer and/or Alternative L/C Issuer shall be entitled to all rights, privileges and indemnities afforded to such L/C Issuer and/or Alternative L/C Issuer under the Amended Credit Agreement (including, without limitation, the payment of fees in accordance with the terms and conditions of Section 2.03(h) of the Amended Credit Agreement).
(i)The Original Co-Borrower, each 2021 Extending Class B Revolving Credit Lender and the Administrative Agent hereby agree that this Section 2 satisfies the Original Co-Borrower’s obligation to deliver a Revolver Extension Request in accordance with the terms of Section 2.16 (Extension of Term Loans; Extension of Revolving Credit Loans) of the Existing Credit Agreement in respect of the Extended Class B Revolving Credit Commitments.
(j)The obligations with respect to the 2021 Extended Class B Revolving Credit Commitments (i) shall be Secured Obligations (as defined in the applicable Intercreditor Agreement) and (ii) shall, except as set forth in this Extension Amendment, have the same terms as the Extended Class B Revolving Credit Commitments and the Extended Class B Revolving Credit Commitments as provided in the Existing Credit Agreement and the other Loan Documents before giving effect to this Extension Amendment; it being understood that the 2021 Extended Class B Revolving Credit Commitments (and all principal, interest and other amounts in respect thereof) will constitute Obligations under the Amended Credit Agreement and have the same rights and obligations under the Amended Credit Agreement and other Loan Documents as the Extended Class B Revolving Credit Commitments and the Extended Class B Revolving Credit Commitments following occurrence of the Effective Date (except as modified hereby).
3.NOTICE OF EFFECTIVE DATE
The Administrative Agent shall, as soon as reasonably practicable, notify the Original Co-Borrower and the 2021 Extending Class B Revolving Credit Lenders once it has received all of the documents and evidence set out on Schedule 3 to this Extension Amendment in form and substance satisfactory to the Administrative Agent (acting reasonably, on the instructions of the 2021 Extending Class B Revolving Credit Lenders (acting reasonably)).
4.POST-EFFECTIVE DATE ACTIONS
The Company shall complete or cause to be completed each of the actions described on Schedule 4 to this Extension Amendment as soon as commercially reasonable and by no later than the date set forth in Schedule 4 to this Extension Amendment with respect to such action or such later date as the Administrative Agent and/or the Security Trustee, as applicable, may reasonably agree.
5.AMENDMENTS TO CREDIT AGREEMENT
(a)Each 2021 Extending Class B Revolving Credit Lender (and, for the avoidance of doubt, its successors and assigns), in respect of (i) its 2021 Extended Class B Revolving Facility Loans and 2021 Extended Class B Revolving Credit Commitments and (ii) any other Loans and Commitments held by such 2021 Extending Class B Revolving Credit Lender from time to time, the Administrative Agent, the Security Trustee and each Loan Party hereby irrevocably consents and agrees, effective as of the Effective Date (after giving effect to the effectiveness of the 2021 Extended Class B Revolving Credit Commitments) to (A) any and all amendments, waivers, consents or other modifications to the Amended Credit Agreement and any other agreements set forth in the “blackline” of the Amended Credit Agreement (which, for the avoidance of doubt, reflects all amendments
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included in Exhibit A and Exhibit B of the 2020 Additional Facility Joinder Agreement) attached as Exhibit B to this Extension Amendment (where such amendments, waivers, consents or other modifications are indicated textually by the deletion of stricken text (in the same manner as the following example: stricken text) and the addition of underlined text (indicated textually in the same manner as the following example: underlined text)) (the “September 2021 Amendments”), and (B) all consequential amendments, waivers, consents or other modifications, whether effected by one instrument or through a series of amendments, to the Amended Credit Agreement or any other Loan Document to be made either to implement one or more of the September 2021 Amendments, to the extent necessary to give effect to or otherwise implement one or more of the September 2021 Amendments, or to conform any Loan Document to reflect one or more of the September 2021 Amendments (the “September 2021 Consequential Amendments”, together with the September 2021 Amendments, the “Amendments”).
(b)This Extension Amendment shall also constitute the agreement of each 2021 Extending Class B Revolving Credit Lender to cause, unless it is unable or prohibited from doing so, that each of its Affiliates or Approved Funds that is a Revolving Credit Lender or a Hedge Bank provides irrevocable and written consent in that capacity in respect of any and all of the Amendments for the purposes of Section 10.01 (Amendments, Etc.) of the Amended Credit Agreement, Clause 28 (Consents, Amendments and Override) of the Existing Intercreditor Agreement (as applicable), and any clause in any other Loan Document relating to amendments of that Loan Document, without any further action required on the part of any party thereto; provided that, in each case, in relation to each 2021 Extending Class B Revolving Credit Lender, in its capacity as a Lender (and, if it is a Hedge Bank, in its capacity as a Hedge Bank), if (i) the Administrative Agent determines that 2021 Extending Class B Revolving Credit Lender can split its votes (and that 2021 Extending Class B Revolving Credit Lender has instructed the Administrative Agent to do so) or (ii) greater than 50% of the Commitments or participations thereof, as applicable, of that 2021 Extending Class B Revolving Credit Lender are held on the “public side” or on behalf of third parties, such consent shall not be deemed to be given in respect of any Commitment or participation thereof, as applicable, in respect of which such 2021 Extending Class B Revolving Credit Lender was prohibited from so consenting.
(c)Each 2021 Extending Class B Revolving Credit Lender (and, for the avoidance of doubt, its successors and assigns) in its capacity as a Lender (and, if it is a Hedge Bank, in its capacity as a Hedge Bank) hereby irrevocably waives, and agrees to cause, unless it is unable or prohibited from doing so, any of its Affiliates or Approved Funds that are Revolving Credit Lenders or Hedge Banks to irrevocably waive in their capacity as Revolving Credit Lenders or Hedge Banks, receipt of any amendment, consent or similar fee in connection with the foregoing consent to any or all of the Amendments (other than any such fee pursuant to a written agreement between Sable Holding Limited and such Affiliate or Approved Fund on or about the date hereof in connection with this Extension Amendment), notwithstanding that other consenting Lenders under the Amended Credit Agreement or Hedge Banks under the applicable Intercreditor Agreement may be paid a fee in consideration of such Lenders’ or Hedge Banks’ consent to any or all of the Amendments; provided that, in each case, in relation to each 2021 Extending Class B Revolving Credit Lender, in its capacity as a Lender (and, if it is a Hedge Bank, in its capacity as a Hedge Bank), if (i) the Administrative Agent determines that 2021 Extending Class B Revolving Credit Lender can split its votes (and that 2021 Extending Class B Revolving Credit Lender has instructed the Administrative Agent to do so) or (ii) greater than 50% of the Commitments or participations thereof, as applicable, of that 2021 Extending Class B Revolving Credit Lender are held on the “public side” or on behalf of third parties, such waiver shall not be deemed to be given in respect of any Commitment or participation thereof, as applicable, in respect of which such 2021 Extending Class B Revolving Credit Lender was prohibited from providing such waiver.
(d)Each 2021 Extending Class B Revolving Credit Lender (and, for the avoidance of doubt, its successors and assigns), in its capacity as a Lender (and, if it is a Hedge Bank, in its capacity as a Hedge Bank) hereby acknowledges and agrees, and agrees
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to cause, unless it is unable or prohibited from doing so, any of its Affiliates or Approved Funds that are Lenders or Hedge Banks to acknowledge and agree in their capacity as Lenders or Hedge Banks, that the Administrative Agent and/or the Security Trustee may, but shall not be required to, send to it any further formal amendment request or notification in connection with the implementation of all, or any, of the Amendments, and the Administrative Agent and/or the Security Trustee (as applicable) shall be authorized to consent on behalf of it, as a Lender under one or more Facilities and as a Hedge Bank under the applicable Intercreditor Agreement, to all or any of the Amendments (and the Administrative Agent and/or the Security Trustee shall be authorized to enter into any necessary documentation to implement all or any of the Amendments (the “Amendment Documentation”)), and such consent shall be taken into account in calculating whether the Required Lenders, or the relevant requisite Lenders and/or Hedge Banks, have consented to the relevant Amendments in accordance with Section 10.01 (Amendments, Etc.) of the Amended Credit Agreement, Clause 28 (Consents, Amendments and Override) of the Existing Intercreditor Agreement (as applicable), and any clause relating to amendments in any other Loan Document; provided that, in each case, in relation to each 2021 Extending Class B Revolving Credit Lender in its capacity as a Lender (and if it is a Hedge Bank, in its capacity as a Hedge Bank), if (i) the Administrative Agent determines that 2021 Extending Class B Revolving Credit Lender can split its votes (and that 2021 Extending Class B Revolving Credit Lender has instructed the Administrative Agent to do so) or (ii) greater than 50% of the Commitments or participations thereof, as applicable, of that 2021 Extending Class B Revolving Credit Lender are held on the “public side” or on behalf of third parties, such acknowledgement and agreement shall not be deemed to be given in respect of any Commitment or participation thereof, as applicable, in respect of which such 2021 Extending Class B Revolving Credit Lender was prohibited from providing such acknowledgement and agreement.
(e)The consents, waivers and other agreements set forth in this Section 5 shall be binding on all of the parties hereto and their respective successors and assigns (including, for the avoidance of doubt, each 2021 Extending Class B Revolving Credit Lender).
(f)Promptly following the execution of any Amendment Documentation, the Administrative Agent shall promptly post such Amendment Documentation to the Lenders on the Platform, provided that the failure to post such Amendment Documentation shall not affect the validity or effectiveness thereof.
6.USE OF PROCEEDS
The proceeds of the 2021 Extended Class B Revolving Facility Loans in respect of the 2021 Extended Class B Revolving Credit Commitments shall be used for any purpose not otherwise prohibited under the Amended Credit Agreement, including, without limitation, to finance general corporate and/or working capital purposes, the redemption, refinancing, repayment or prepayment of existing indebtedness of the Restricted Group, the redemption of senior notes (including by a distribution, loan or other payment to shareholders), and any fees and expenses in connection with the transactions contemplated hereby.
7.MISCELLANEOUS
(a)Each 2021 Extending Class B Revolving Credit Lender hereby confirms to each other Lender, the Administrative Agent and the Security Trustee that:
(i)it has made its own independent investigation and assessment of the financial condition and affairs of each Loan Party and its related entities in connection with its participation in the Amended Credit Agreement and has not relied on any information provided to it by another Lender, the Administrative Agent or the Security Trustee in connection with any Loan Document; and
(ii)it will continue to make its own independent appraisal of the creditworthiness of each Loan Party and its related entities while any amount is or may be
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outstanding under the Amended Credit Agreement or any Commitment hereunder or thereunder is in force.
(b)This Extension Amendment is an “Extension Request”, “Revolver Extension Request” and “Extension Amendment” in respect of the 2021 Extended Class B Revolving Credit Commitments for the purposes of the Amended Credit Agreement.
8.REAFFIRMATION
Each of the Guarantors acknowledges and consents to the terms and conditions of this Extension Amendment and, by execution hereof, confirms:
(a)its Guaranty obligations under the Amended Credit Agreement and other Loan Documents (including separate guarantee and indemnity agreements given) shall include the 2021 Extended Class B Revolving Credit Commitments established hereby and shall be owed to each Secured Party, including the 2021 Extending Class B Revolving Credit Lenders, but otherwise shall remain in full force and effect and continue unaffected;
(b)all liabilities and obligations owed by the Loan Parties under the Amended Credit Agreement, this Extension Amendment and the other Loan Documents are (A) “Secured Liabilities”, “Secured Obligations” or “Secured Debt” (as applicable) as defined in and for the purposes of each Collateral Document to which it is a party and (B) “Secured Obligations” as defined in and for the purposes of the applicable Intercreditor Agreement; and
(c)each 2021 Extending Class B Revolving Credit Lender shall be entitled to share in the Collateral with the Lenders under the other Facilities in accordance with the applicable Intercreditor Agreement and the Collateral Documents.
Nothing contained herein or in any related documents will operate to reduce or discharge any of the obligations of the Guarantors under the Amended Credit Agreement and other Loan Documents (including separate guarantee and indemnity agreements given).
9.EFFECTS ON LOAN DOCUMENTS
Except as amended by and in accordance with this Extension Amendment, all Loan Documents continue to be in full force and effect and are hereby in all respects ratified and confirmed. Except as provided herein, the execution, delivery and effectiveness of this Extension Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way limit, impair or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Loan Documents. On and after the Effective Date, each reference in the Amended Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Amended Credit Agreement, and each reference in the other Loan Documents to “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Amended Credit Agreement shall mean and be a reference to the Existing Credit Agreement as amended, supplemented or otherwise modified by this Extension Amendment, without giving effect to the Amendments, and by any other amendment effected on or about the date hereof. This Extension Amendment, any other amendment effected on or about the date hereof and the Existing Credit Agreement shall be read together and construed as a single instrument.
10.AMENDMENTS
This Extension Amendment may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of each of the Parties hereto affected thereby.
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11.COUNTERPARTS; ELECTRONIC SIGNATURES
This Extension Amendment may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page to this Extension Amendment by “.pdf” or other electronic means shall be effective as delivery of an original executed counterpart of this Extension Amendment. The words “execution,” “signed,” “signature,” and words of like import in this Extension Amendment or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
12.SEVERABILITY
If any provision of this Extension Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Extension Amendment shall not be affected or impaired thereby and (b) the Parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
13.CONTRACTUAL RECOGNITION OF BAIL-IN
Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(a)the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and
(b)the effects of any Bail-In Action on any such liability, including, if applicable:
(i)a reduction in full or in part or cancellation of any such liability;
(ii)a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Extension Amendment or any other Loan Document; or
(iii)the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.
For the purposes of this Section 13:
“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
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“Bail-In Legislation” means:
(a)with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and
(b)with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent;
“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.
“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.
“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule., and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.
14.ACKNOWLEDGEMENT REGARDING ANY SUPPORTED QFCS
(a)To the extent that any Loan Documents provide support, through a guarantee or otherwise, for any Secured Hedge Agreement or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal
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Deposit Insurance Act and Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):
(b)in the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.
(c)as used in this Section 14, the following terms have the following meanings:
(i)“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.
(ii)“Covered Entity” means any of the following:
(A)a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(B)a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b);
(C)a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
(iii)“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
(iv)“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).
15.APPLICABLE LAW; JURISDICTION; TRIAL BY JURY
THIS EXTENSION AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS EXTENSION AMENDMENT, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Each of the Parties submits to the exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in the City of New York in any suit or proceeding arising out of or relating to this Extension Amendment or the transactions contemplated hereby. Nothing in this Section 15 shall limit any of the Parties’ right to bring proceedings in any other courts of competent jurisdiction in more than one jurisdiction
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(whether concurrently or not) to the extent permitted by applicable law. EACH OF THE PARTIES IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, SUIT, CLAIM OR COUNTER-CLAIM BOUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THE MANDATE DOCUMENTS OR THE PERFORMANCE OF SERVICES THEREUNDER.
[Signature pages follow]
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Deutsche Bank AG New York Branch, as 2021 Extending Class B Revolving Credit Lender
By:    ____________________________
Name:
Title:
Bank of America N.A., as 2021 Extending Class B Revolving Credit Lender
By:    ____________________________
Name:
Title:
BNP Paribas Fortis SA/NV, as 2021 Extending Class B Revolving Credit Lender
By:    ____________________________
Name:
Title:
Citicorp North America, Inc., as 2021 Extending Class B Revolving Credit Lender
By:    ____________________________
Name:
Title:
Credit Suisse AG, Cayman Islands Branch, as 2021 Extending Class B Revolving Credit Lender
By:    ____________________________
Name:
Title:

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FirstCaribbean International Bank (Bahamas) Limited, as 2021 Extending Class B Revolving Credit Lender
By:    ____________________________
Name:
Title:
Xxxxxxx Xxxxx Bank USA, as 2021 Extending Class B Revolving Credit Lender
By:    ____________________________
Name:
Title:
ING Capital LLC, as 2021 Extending Class B Revolving Credit Lender
By:    ____________________________
Name:
Title:
JPMorgan Chase Bank, N.A., as 2021 Extending Class B Revolving Credit Lender
By:    ____________________________
Name:
Title:
Royal Bank of Canada, as 2021 Extending Class B Revolving Credit Lender
By:    ____________________________
Name:
Title:

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Societe Generale, London Branch, as 2021 Extending Class B Revolving Credit Lender
By:    ____________________________
Name:
Title:
THE BANK OF NOVA SCOTIA, as 2021 Extending Class B Revolving Credit Lender, L/C Issuer and Swing Line Lender
By:    ____________________________
Name:
Title:
THE BANK OF NOVA SCOTIA, as Administrative Agent
By:    ____________________________
Name:
Title:
THE BANK OF NOVA SCOTIA, as Security Trustee
By:    ____________________________
Name:
Title:

13

Coral-US Co-Borrower LLC, as a Borrower and a Guarantor
By:    ____________________________
Name:
Title:

14

Sable International Finance Limited, as a Borrower and a Guarantor
By:    ____________________________
Name:
Title:
C&W Senior Secured Parent Limited, as a Guarantor
By:    ____________________________
Name:
Title:
Sable Holding Limited, as a Guarantor
By:    ____________________________
Name:
Title:
CWIGroup Limited, as a Guarantor
By:    ____________________________
Name:
Title:
Cable and Wireless (West Indies) Limited, as a Guarantor
By:    ____________________________
Name:
Title:

15

Columbus International Inc., as a Guarantor
By:    ____________________________
Name:
Title:
16

SCHEDULE 1

2021 EXTENDING CLASS B REVOLVING CREDIT LENDERS AND 2021 EXTENDED CLASS B REVOLVING CREDIT COMMITMENTS
2021 Extending Class B Revolving Credit Lenders2021 Extended Class B Revolving Credit Commitment
Deutsche Bank AG New York Branch$40,000,000
Bank of America, N.A.$56,000,000
BNP Paribas Fortis SA/NV$50,000,000
Citicorp North America, Inc.$50,000,000
Credit Suisse AG, Cayman Islands Branch$50,000,000
FirstCaribbean International Bank (Bahamas) Limited$32,500,000
Xxxxxxx Xxxxx Bank USA$50,000,000
ING Capital LLC$50,000,000
JPMorgan Chase Bank, N.A.$40,000,000
Royal Bank of Canada$57,500,000
Societe Generale, London Branch$50,000,000
The Bank of Nova Scotia$54,000,000
TOTAL:$580,000,000


17

SCHEDULE 2

FACILITY OFFICE AND ADDRESS FOR NOTICES OF 2021 Extending Class B Revolving Credit Lenders
ADMINISTRATIVE AGENT:
Administrative Agent’s Office
Agent NameThe Bank of Nova Scotia, London
Address:
000 Xxxxxxxxxxx, 0xx Xxxxx
Xxxxxx, XX0X 0XX
Attn:BNS London Loan Ops
Email:
Phone:
Fax:
2021 EXTENDING CLASS B REVOLVING CREDIT LENDERS:
Deutsche Bank AG New York Branch
Address: 00 Xxxx Xxxxxx, Xxx Xxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxxx
Email:
Phone:

Bank of America, N.A., London Branch
Address: 0 Xxxx Xxxxxx Xxxxxx, Xxxxxx XX0X 0XX
Attn: Xxxxxx Xxxxx / Xxxxxxx Xxxxxxx
Phone:

BNP Paribas Fortis SA/NV
Address: Xxxxxxxx xx Xxxx 0 - 0000 Xxxxxxxx, Xxxxxxx
Attn: Xxxxxxx Xxxxxxx / Xxxx-Xxxxxxxx Xxxxxx

Citicorp North America, Inc.
Address: 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000
Attn: Loan Administration
Email:
Phone:

FirstCaribbean International Bank (Bahamas) Limited
Address: FirstCaribbean Financial Center, Xxxxxxx Street, P. O. Box N-7125, Nassau, Bahamas
Attn: Xxxxx Major
Email:
Phone:
Fax:

With a copy to: Xxxxxx de Caries
Email:
Phone:

Xxxxxxx Xxxxx Bank USA
Attn: Xxxx Xxxx/Xxxxxx Xxxxxx
Address: Xxxxxxxx Xxxxx, 00 Xxxx Xxxx, Xxxxxx XX0X 0XX
Email:
Phone:

ING Capital LLC
Address: 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000
Attn: Xxx Xxxx
Email:
18

Phone:
Fax:

JPMorgan Chase Bank, N.A.
Address: 000 Xxxxxxx Xxxxxxxxxx Xx., Xxxxxx, XX 00000
Attn: Xxxxxx Xxxx
Email:
Phone:
Fax:

Royal Bank of Canada
Address: Xxxxxx Xxxxx, 0 Xxxxxxxxxx, Xxxxxx XX0X 0XX
Attn: Cein Xxxxxx-Xxxxxxxxx
Phone:

Societe Generale, London Branch
Address: Xxx Xxxx Xxxxxx, Xxxxxx X00 0XX
Attn: Chenaab Randhawa
Phone:

The Bank of Nova Scotia
Address: 000 Xxxxxxxxxxx, 0xx Xxxxx, Xxxxxx XX0X 0XX
Attn: BNS London Loan Ops
Email:
Phone:
Fax:

19

SCHEDULE 3

CONDITIONS PRECEDENT TO EFFECTIVE DATE
1.Execution and delivery of this Extension Amendment by each Loan Party.
2.Such certified Organization Documents, certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party (other than Columbus International Inc.), certificates of resolutions/authorizations or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably request evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Extension Amendment and the other Loan Documents to which that Loan Party is a party.
3.An opinion from Ropes & Xxxx International LLP, Delaware and New York counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent.
4.An opinion from Ropes & Xxxx International LLP, English law counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent.
5.An opinion from Xxxxxx and Xxxxxx, Cayman law counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent.
6.An opinion from Chancery Xxxxxxxx, Barbados law counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent.
7.The Administrative Agent shall have received, at least three Business Days prior to the Effective Date, all documentation and other information about each Loan Party required under applicable “know your customer” and anti-money laundering rules and regulations, including under the Beneficial Ownership Regulation (31 C.F.R. § 1010.230) (such information to include, for the avoidance of doubt, a certification regarding beneficial ownership as required by such regulation for each entity that qualifies as a “legal entity customer” thereunder) and the USA Patriot Act, and satisfactory to each Lender party hereto (acting reasonably), in each case, that has been requested by the Administrative Agent (for itself or on behalf of any Lender) in writing at least ten days prior to the Effective Date.

20

SCHEDULE 4

POST-EFFECTIVE DATE ACTIONS
Within 60 days of the Effective Date, all documents listed below to be executed by the relevant Loan Party and delivered to the Administrative Agent and the Lenders:
1.Re-confirmation of a Barbados law-governed Deed of Charge over Shares dated April 2, 2015 and made between Sable Holding Limited as Chargor and The Bank of Nova Scotia (as successor to BNP Paribas) as Security Trustee in respect of the shares of Columbus International Inc.
2.Re-confirmation of a Barbados law-governed Confirmation Deeds dated July 13, 2016, July 31, 2017, June 25, 2019, January 10, 2020 and January 24, 2020, in each case made between Columbus International Inc. (formerly known as Columbus Cable (Barbados) Limited), Sable Holding Limited and The Bank of Nova Scotia, as Security Trustee.
21

EXHIBIT A
EFFECT OF BENCHMARK TRANSITION EVENT
1.Defined Terms. As used in this Exhibit A, the following terms shall have the meanings set forth below:
“Benchmark Replacement” means the sum of: (a) the alternate benchmark rate (which may include Term SOFR) that has been selected by the Administrative Agent and the Company giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to LIBOR for U.S. dollar-denominated syndicated credit facilities and (b) the Benchmark Replacement Adjustment.
“Benchmark Replacement Adjustment” means, with respect to any replacement of LIBOR with an Unadjusted Benchmark Replacement for each applicable Interest Period, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Company giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of LIBOR with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of LIBOR with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities at such time (for the avoidance of doubt, such Benchmark Replacement Adjustment shall not be in the form of a reduction to the Applicable Rate).
“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest and other administrative matters) that the Administrative Agent and the Company decide may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent and the Company decide that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent and the Company determine that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as the Administrative Agent and the Company decide is reasonably necessary in connection with the administration of this Agreement).
“Benchmark Replacement Date” means the earlier to occur of the following events with respect to LIBOR:
(a)(in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of LIBOR permanently or indefinitely ceases to provide LIBOR; or
(b)in the case of clause (c) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.
“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to LIBOR:
(c)(a public statement or publication of information by or on behalf of the administrator of LIBOR announcing that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR;
22

(d)a public statement or publication of information by the regulatory supervisor for the administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR, in each case, which states that the administrator of LIBOR has ceased or will cease to provide LIBOR permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR; and/or
(e)a public statement or publication of information by the regulatory supervisor for the administrator of LIBOR announcing that LIBOR is no longer representative.
“Benchmark Transition Start Date” means:
(a)in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication) and
(b)in the case of an Early Opt-in Election, the date specified by the Administrative Agent or the Required Lenders, as applicable, by notice to the Company, the Administrative Agent (in the case of such notice by the Required Lenders) and the Lenders.
“Benchmark Unavailability Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to LIBOR and solely to the extent that LIBOR has not been replaced with a Benchmark Replacement, the period (x) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced LIBOR for all purposes hereunder in accordance with this Exhibit A and (y) ending at the time that a Benchmark Replacement has replaced LIBOR for all purposes hereunder pursuant to this Exhibit A.
Early Opt-in Election” means the occurrence of:
(a)(i) a determination by the Administrative Agent or (ii) a notification by the Required Class Lenders of all the affected Classes (acting together) to the Administrative Agent (with a copy to the Borrowers) that such Required Class Lenders have determined that dollar-denominated syndicated credit facilities being executed at such time, or that include language similar to that contained in this Exhibit A are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace LIBOR, and
(b)(i) the election by the Administrative Agent or (ii) the election by such Required Class Lenders to declare that an Early Opt-in Election has occurred and the provision, as applicable, by the Administrative Agent of written notice of such election to the Borrowers and the Lenders or by such Required Class Lenders of written notice of such election to the Administrative Agent.
“NYFRB” means the Federal Reserve Bank of New York.
“NYFRB’s Website” means the website of the NYFRB at xxxx://xxxxxxxxxx.xxx, or any successor source.
“Relevant Governmental Body” means the Federal Reserve Board and/or the NYFRB or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto.
23

“SOFR” means, with respect to any day, the secured overnight financing rate published for such day by the NYFRB, as the administrator of the benchmark (or a successor administrator), on the NYFRB’s Website.
“Term SOFR” means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.
“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.
2.Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Company may amend this Extension Amendment and the terms of the Amended Credit Agreement insofar as they apply to the 2021 Extended Class B Revolving Facility Loans and 2021 Extended Class B Revolving Credit Commitments to replace LIBOR with a Benchmark Replacement. Any such amendment by the Administrative Agent and the Company with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all 2021 Extending Class B Revolving Credit Lenders, so long as the Administrative Agent has not received, by such time, written notice of objection to such proposed amendment from Lenders comprising the Required Class Lenders of all affected Classes (acting together); provided that, with respect to any proposed amendment containing any Term SOFR, the applicable Required Class Lenders shall be entitled to object only to the Benchmark Replacement Adjustment contained therein. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Class Lenders have delivered to the Administrative Agent written notice that such Required Class Lenders accept such amendment. No replacement of LIBOR with a Benchmark Replacement pursuant to this Exhibit A will occur prior to the applicable Benchmark Transition Start Date. Section 3.08(b) of the Amended Credit Agreement shall only apply if the Benchmark Transition Start Date shall not that occurred at such time.
3.Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement.
4.Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Company and the 2021 Extending Class B Revolving Credit Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or the 2021 Extending Class B Revolving Credit Lenders pursuant to this Exhibit A, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Exhibit A.
5.Benchmark Unavailability Period. Upon the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period, (i) any request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be ineffective and (ii) if such request requests a Eurocurrency Rate Revolving Credit Borrowing, such Loan shall be made as a Base Rate Borrowing.
24

EXHIBIT B
SEPTEMBER 2021 AMENDMENTS
[See Attached]
25

CONFORMED COPY




$2,135,000,000
AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of January 24, 2020
among
C&W SENIOR SECURED PARENT LIMITED,
as the Company,

SABLE INTERNATIONAL FINANCE LIMITED

and

CORAL-US CO-BORROWER LLC,
as the Initial Borrowers,

THE BANK OF NOVA SCOTIA,
as Administrative Agent,

THE BANK OF NOVA SCOTIA,
as L/C Issuer and Swing Line Lender,

THE OTHER LENDERS PARTY HERETO FROM TIME TO TIME,

and

JPMorgan Chase Bank, N.A.

Bank of America, N.A., London Branch

BNP Paribas Fortis SA/NV

Citigroup Global Markets Limited

Credit Suisse Loan Funding LLC

Deutsche Bank Securities Inc.

FirstCaribbean International Bank (Bahamas) Limited

Xxxxxxx Xxxxx Bank USA

ING Capital LLC

Royal Bank of Canada

Societe Generale, London Branch

The Bank of Nova Scotia

as Arrangers and Bookrunners



i

ii

iii

iv

ANNEXES
I    Additional Definitions
II    Covenants

SCHEDULES
I    Guarantors
II    List of Documents to be Re-confirmed
III    Lender Tax Status
1.01A    Revolving Credit Commitments
6.16    Post-Closing Actions
10.02    Administrative Agent’s Office, Certain Addresses for Notices
10.21    Additional Parties Documents

EXHIBITS
Form of
A    Committed Loan Notice
B    Swing Line Loan Notice
C-1    Term Note
C-2    Revolving Credit Note
C-3    Swing Line Note
D    Compliance Certificate
E-1    Assignment and Assumption
E-2    Affiliated Lender Notice
F    Pledge Agreement
G    United States Tax Compliance Certificate
H    Affiliated Lender Assignment and Assumption
I    Letter of Credit Report
J    Additional Facility Joinder Agreement
K    Increase Confirmation
L    Discount Range Prepayment Notice
M    Discount Range Prepayment Offer
N    Solicited Discounted Prepayment Notice
O    Acceptance and Prepayment Notice
P    Specified Discount Prepayment Notice
Q    Solicited Discounted Prepayment Offer
R    Specified Discount Prepayment Response
v

CREDIT AGREEMENT
This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 24, 2020 (the “2020 Amendment Effective Date”) among C&W SENIOR SECURED PARENT LIMITED, an exempted company incorporated under the laws of the Cayman Islands, as the Company (as defined below), SABLE INTERNATIONAL FINANCE LIMITED, an exempted company incorporated under the laws of the Cayman Islands (the “Original Borrower”), and CORAL-US CO-BORROWER LLC, a limited liability company organized under the laws of Delaware (the “Original Co-Borrower” and, together with the Original Borrower, the “Initial Borrowers”), the guarantors party hereto from time to time, THE BANK OF NOVA SCOTIA, as Administrative Agent (as defined below), THE BANK OF NOVA SCOTIA, as Security Trustee (as defined below), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and The Bank of Nova Scotia, as L/C Issuer and Swing Line Lender.
PRELIMINARY STATEMENTS
The Lenders have agreed to extend credit (i) to the Original Co-Borrower in the form of Term B-5 Loans made available pursuant to the terms hereof in an aggregate principal amount equal to $1,510,000,000, (ii) to the Original Co-Borrower in the form of Term B-6 Loans made available pursuant to the terms hereof in an aggregate principal amount equal to $590,000,000, (iii) to the Initial Borrowers in the form of Class B Revolving Credit Commitments in an aggregate principal amount equal to $50,000,000, (iv) to the Initial Borrowers in the form of Extended Class B Revolving Credit Commitments in an aggregate principal amount equal to $0 and (v) to the Initial Borrowers in the form of 2021 Extended Class B Revolving Credit Commitments in an aggregate principal amount equal to $580,000,000. The Revolving Credit Commitments permit the issuance of one or more Letters of Credit and Alternative Letters of Credit from time to time and the making of one or more Swing Line Loans from time to time.
The applicable Lenders have indicated their willingness to lend and each of the L/C Issuer and the Alternative L/C Issuers has indicated its willingness to issue Letters of Credit or Alternative Letters of Credit, as applicable, in each case, on the terms and subject to the conditions set forth herein.
The capitalized terms used in these preliminary statements are defined in Section 1.01 below.
In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
Section 1.01.Defined Terms.
(a)Capitalized terms used in this Agreement and not defined in Section 1.01(b) below have the meanings set forth in Annex I and Annex II to this Agreement.
(b)As used in this Agreement, the following terms shall have the meanings set forth below:
“2018 Credit Agreement” means the credit agreement as most recently amended and restated as of March 7, 2018, as amended on April 9, 2018, and as further supplemented on January 10, 2020, between, among others, the Initial Borrowers and the Administrative Agent.
“2021 Additional Facility Effective Date” has the meaning assigned to the term “Effective Date” in the Term B-6 Joinder Agreement.
“2021 Extended Class B Revolving Credit Commitments” means the Revolving Credit Commitments of the Revolving Credit Lenders set forth in Schedule 1.01A under the caption “2021 Extended Class B Revolving Credit Commitment”. The aggregate amount of 2021 Extended Class B Revolving Credit Commitments as of the 2021 Extension Effective Date is $580,000,000.
vi

“2021 Extension Amendment” means the extension amendment dated as of September 23, 2021 between, among others, the Initial Borrowers, the financial institutions listed therein, the Administrative Agent, and the Security Trustee.
“2021 Extension Effective Date” has the meaning assigned to the term “Effective Date” in the 2021 Extension Amendment.
“Acceptable Discount” has the meaning specified in Section 2.05(a)(v)(D)(2).
“Acceptable Prepayment Amount” has the meaning specified in Section 2.05(a)(v)(D)(3).
“Acceptance and Prepayment Notice” means a notice of the applicable Borrower’s acceptance of the Acceptable Discount in substantially the form of Exhibit O.
“Acceptance Date” has the meaning specified in Section 2.05(a)(v)(D)(2).
“Additional Borrower” means a member of the Restricted Group which has complied with the requirements of Section 10.21(b).
“Additional Facility” means an additional term or revolving facility referred to in Section 2.14 and “Additional Facilities” means all or any such Additional Facilities.
“Additional Facility Availability Period” in relation to an Additional Facility means the availability period specified in the Additional Facility Joinder Agreement for that Additional Facility.
“Additional Facility Available Amount” means:
(a)an amount equal to the sum of:
(i)without double counting, any amounts of Indebtedness available to be Incurred pursuant to Sections 4.09(b)(1), 4.09(b)(7), 4.09(b)(18) and 4.09(b)(25) of Annex II; plus
(ii)without double counting, any amounts of Indebtedness available to be Incurred pursuant to Section 4.09(b)(14) of Annex II; plus
(b)(i) in the case of an Additional Facility that serves to effectively extend the maturity of, or refinance, the Term Loans and/or Revolving Credit Loans, an amount equal to the reductions in the Term Loans and/or Revolving Credit Loans (and accompanied by a corresponding permanent reduction of the Revolving Credit Commitments) to be replaced with (or refinanced by) such Additional Facility and (ii) in the case of an Additional Revolving Facility that effectively replaces any Revolving Credit Commitments terminated or cancelled under Section 2.06, an amount equal to the portion of the relevant terminated Revolving Credit Commitments; plus
(c)the aggregate amount of any voluntary prepayment of Term Loans that are secured on a pari passu basis with any of the Obligations (including any Refinancing Term Loans or Extended Term Loans) or Revolving Credit Loans (to the extent accompanied by a corresponding permanent reduction of the Revolving Credit Commitments) to the extent the relevant prepayment or reduction (i) is not funded or effected with any long-term Indebtedness (including Indebtedness in the form of a bridge or other interim credit facility intended to be Refinanced with long-term Indebtedness) and (ii) does not include any prepayment that is funded with the proceeds of an Additional Facility Incurred in reliance on clause (b); plus
(d)if the proceeds of an Additional Facility are being used to refinance existing Indebtedness that ranks pari passu or senior in right of security to the Obligations, (i) an amount equal to the accrued interest, premiums and defeasance costs on such existing Indebtedness, (ii) other amounts owing or paid relating to such existing Indebtedness, and (iii) fees and expenses reasonably incurred in connection with the foregoing; plus
(e)an unlimited amount so long as, in the case of this clause (e), (i) if such Indebtedness incurred under an Additional Facility is Senior Secured Indebtedness, the Consolidated Senior Secured Net Leverage Ratio would not exceed 4.00 to 1.00 (or if such Senior Secured Indebtedness is Incurred in connection with an acquisition or other transaction described in Section 4.09(b)(6)(A) or
vii

(B) of Annex II, the Consolidated Senior Secured Net Leverage Ratio would not be greater than immediately prior to such acquisition or such other transaction), and (ii) the Consolidated Net Leverage Ratio would not exceed 5.00 to 1.00 (or if such Indebtedness is Incurred in connection with an acquisition or other transaction described in Section 4.09(b)(6)(A) or (B) of Annex II, the Consolidated Net Leverage Ratio would not be greater than immediately prior to such acquisition or such other transaction), in each case, calculated as of the most recently ended Test Period on a pro forma basis after giving effect to the incurrence of such Additional Facility, including the application of proceeds thereof and, if applicable, any acquisition or Investment permitted under this Agreement, and (A) in the case of any Additional Revolving Facility, assuming a full drawing of such Additional Revolving Facility and (B) without netting the cash proceeds of any Borrowing under such Additional Facility;
provided that, it is understood that (i) any Additional Facility may be Incurred under any of clauses (a), (b), (c), (d), or (e) as selected by the Company in its sole discretion, (ii) the Company may elect to Incur Additional Facilities under clause (e) prior to using amounts available under clauses (a), (b), (c) or (d), and (iii) without duplication, amounts Incurred pursuant to clauses (a), (b), (c) or (d) substantially concurrently with amounts Incurred pursuant to clause (e) will not count as Indebtedness for purposes of calculating the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio; provided, further, that any portion of any Additional Facilities or Additional Facility Loans may be divided and reclassified in accordance with Section 4.09(d)(1) of Annex II.
“Additional Facility Borrower” means any Borrower which becomes a Borrower under any Additional Facility.
“Additional Facility Borrowing” means an Additional Facility Loan or a group of Additional Facility Loans of the same Class and Type made (including through a conversion or continuation) by the applicable Additional Facility Lenders.
“Additional Facility Commencement Date” means, in relation to an Additional Facility, the effective date of that Additional Facility which shall be the later of:
(a)    the date specified in the relevant Additional Facility Joinder Agreement; and
(b)    the date on which the conditions set out in Section 2.14 are satisfied.
“Additional Facility Commitment” means in relation to an Initial Additional Facility Lender the amount set out as the Additional Facility Commitment of a Lender in the relevant Additional Facility Joinder Agreement and the amount of any other Additional Facility Commitment transferred to it under this Agreement, to the extent not cancelled, reduced or transferred by it in accordance with this Agreement.
“Additional Facility Joinder Agreement” means a document substantially in the form of Exhibit J (Form of Additional Facility Joinder Agreement), with such amendments as the Administrative Agent or the relevant Lenders and the applicable Borrower under such Additional Facility Joinder Agreement may approve or reasonably require.
“Additional Facility Lender” means, with respect to an Additional Facility or an Increase Confirmation, an Initial Additional Facility Lender and any Person that becomes a new lender under such Additional Facility in accordance with Section 10.07.
“Additional Facility Loan” means a loan and/or advance made or to be made under the Additional Facility.
“Additional Guarantor” means any member of the Restricted Group which has complied with the requirements of Section 10.21(c).
“Additional Lender” means any Person that is not an existing Lender and has agreed to provide any portion of any (a) Additional Facility in accordance with Section 2.14, (b) other Loans pursuant to a Refinancing Amendment in accordance with Section 2.15, or (c) Replacement Term Loans pursuant to Section 10.01; provided that each Additional Lender shall be subject to the approval of the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed, in each case solely to the extent that any such consent would be required from the
viii

Administrative Agent under Section 10.07(b)(i)(B) for an assignment of Loans to such Additional Lender, and in the case of any Additional Revolving Facility and Other Revolving Credit Commitments, the Swing Line Lender and the applicable L/C Issuer, such approval not to be unreasonably withheld, conditioned or delayed, in each case solely to the extent such consent would be required for any assignment to such Additional Lender under Section 10.07(b)(i)(C) or Section 10.07(b)(i)(D).
“Additional Refinancing Lender” has the meaning set forth in Section 2.15(a).
“Additional Revolving Facility” means any Additional Facility permitted under Section 2.14 that is a revolving facility.
“Administrative Agent” means The Bank of Nova Scotia, 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 account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify each Borrower and the Lenders.
“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.
“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
“Affiliated Lender” means a Lender that is Liberty Latin America or an Affiliate thereof (other than (a) the Company, any Permitted Affiliate Parent, any Affiliate Subsidiary and, in each case, any of their Subsidiaries, or (b) any trust, fund, partnership, person or other entity that borrows any loans, issues any notes, bonds or other securities or otherwise incurs indebtedness for the purpose of on-lending the proceeds of such issuance under a Facility to a Borrower under this Agreement).
“Affiliated Lender Cap” has the meaning set forth in Section 10.07(k)(iv).
“Affiliate Subsidiary” has the meaning specified in Section 10.21(a)(i).
“Affiliate Subsidiary Accession” has the meaning specified in Section 10.21(a)(i).
“Affiliate Subsidiary Release” has the meaning specified in Section 10.21(a)(i).
“Agent Parties” has the meaning specified in Section 10.02(b).
“Agent-Related Distress Event” means, with respect to the Administrative Agent, the Security Trustee, or any Person that directly or indirectly controls the Administrative Agent or the Security Trustee, as applicable (each, a “Distressed Agent-Related Person”), a voluntary or involuntary case with respect to such Distressed Agent-Related Person under any Debtor Relief Law, or a custodian, conservator, receiver or similar official is appointed for such Distressed Agent-Related Person or any substantial part of such Distressed Agent-Related Person’s assets, or such Distressed Agent-Related Person is subject to a forced liquidation or makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over such Distressed Agent-Related Person to be, insolvent or bankrupt; provided that an Agent-Related Distress Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any Equity Interests in the Administrative Agent, the Security Trustee or any Person that directly or indirectly controls the Administrative Agent or the Security Trustee, as applicable, by a Governmental Authority or an instrumentality thereof; provided, further, that such ownership interest does not result in or provide the Administrative Agent, the Security Trustee or any Person that directly or indirectly controls the Administrative Agent or the Security Trustee, as applicable, with immunity from the jurisdiction of courts or from the enforcement of judgments or writs of attachment on its assets or permit the Administrative Agent, the Security Trustee or any Person that directly or indirectly controls the Administrative Agent or the Security Trustee, as applicable, to reject, repudiate, disavow or disaffirm any contracts or agreements made with the Administrative Agent, the Security Trustee or any Person that directly or indirectly controls the Administrative Agent or the Security Trustee, as applicable.
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“Agent-Related Persons” means the Administrative Agent and the Security Trustee, together with their respective Affiliates, officers, directors, employees, partners, agents, advisors and other representatives.
“Aggregate Commitments” means the Commitments of all the Lenders.
“Aggregate Revolving Credit Exposure” means, at any time, the sum of the Revolving Credit Exposures of Revolving Credit Lenders at such time.
“Agreement” means this credit agreement including the annexes, schedules and exhibits hereto, as the same may be amended, supplemented or otherwise modified from time to time.
“Agreement Currency” has the meaning set forth in Section 10.23.
“All-In Yield” means, as to any Indebtedness, the yield thereof (as determined in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices), whether in the form of interest rate, margin, OID, upfront fees, a Eurocurrency Rate or Base Rate floor (with such increased amount being determined in the manner described in the final proviso of this definition), or otherwise, in each case, incurred or generally payable directly by a Borrower ratably to all lenders of such Indebtedness; provided that OID and upfront fees shall be equated to an interest rate assuming the shorter of (i) the Weighted Average Life to Maturity of such Indebtedness and (ii) a four year average life to maturity (e.g., 100 basis points of OID equals 25 basis points of interest rate margin for a four year average life to maturity); provided, further, that “All-In Yield” shall not include amendment fees, consent fees, arrangement fees, structuring fees, ticking fees, unused line fees, commitment fees, underwriting fees, placement fees, advisory fees, success fees, and similar fees (regardless of how such fees are computed and whether shared or paid, in whole or in part, with or to any or all lenders) or other fees not paid or payable in the primary syndication of such Indebtedness or fees not generally paid or payable ratably to all lenders; provided, further, that, with respect to any Loans of an applicable Class that includes a Eurocurrency Rate floor or Base Rate floor, (1) to the extent that the Eurocurrency Rate or Base Rate, as applicable, on the date that the All-In Yield is being calculated is less than such floor, the amount of such difference shall be deemed added to the Applicable Rate for such Loans of such Class for the purpose of calculating the All-In Yield and (2) to the extent that the Eurocurrency Rate or Base Rate, as applicable, on the date that the All-In Yield is being calculated is greater than such floor, then the floor shall be disregarded in calculating the All-In Yield.
“Alternative L/C Borrowing” means an extension of credit resulting from a drawing under any Alternative Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Credit Borrowing.
“Alternative L/C Issuer” means any Revolving Credit Lender that becomes an Alternative L/C Issuer in accordance with Section 2.03(k) or 10.07(j), in each case, in its capacity as an issuer of Alternative Letters of Credit hereunder, or any successor issuer of Alternative Letters of Credit hereunder.
“Alternative Letter of Credit” means any letter of credit issued hereunder in respect of one or more Classes of Revolving Credit Commitments in accordance with Section 2.03(b) that is designated as an Alternative Letter of Credit at the time of delivery of the related Letter of Credit Application to the Administrative Agent and the relevant Alternative L/C Issuer under Section 2.03(b). An Alternative Letter of Credit may be a commercial letter of credit or a standby letter of credit; provided, that any commercial letter of credit issued hereunder shall provide solely for cash payment upon presentation of a sight draft.
“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction from time to time concerning or relating to bribery or corruption applicable to any Loan Party or any of its Subsidiaries by virtue of such Person being organized or operating in such jurisdiction.
“Applicable Discount” has the meaning specified in Section 2.05(a)(v)(C)(2).
“Applicable Rate” means a percentage per annum equal to:
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(a)    with respect to Term B-5 Loans, (i) for Eurocurrency Rate Loans, 2.25% and (ii) for Base Rate Loans, 1.25%;
(b)    with respect to Term B-6 Loans, (i) for Eurocurrency Rate Loans, 3.00% and (ii) for Base Rate Loans, 2.00%;
(c)    with respect to Revolving Credit Loans made pursuant to the Class B Revolving Credit Commitments, unused Class B Revolving Credit Commitments and Letter of Credit fees payable to Participating Revolving Credit Lenders in respect of Class B Revolving Credit Commitments, (i) for Eurocurrency Rate Loans and such Letter of Credit fees, 3.25%, (ii) for Base Rate Loans, 2.25% and (iii) for unused commitment fees, 0.50%;
(d)    with respect to Revolving Credit Loans made pursuant to the Extended Class B Revolving Credit Commitments, unused Extended Class B Revolving Credit Commitments and Letter of Credit fees payable to Participating Revolving Credit Lenders in respect of Extended Class B Revolving Credit Commitments, (i) for Eurocurrency Rate Loans and such Letter of Credit fees, 3.25%, (ii) for Base Rate Loans, 2.25% and (iii) for unused commitment fees, 0.50%;
(e)    with respect to Revolving Credit Loans made pursuant to the 2021 Extended Class B Revolving Credit Commitments, unused 2021 Extended Class B Revolving Credit Commitments and Letter of Credit fees payable to Participating Revolving Credit Lenders in respect of 2021 Extended Class B Revolving Credit Commitments, (i) for Eurocurrency Rate Loans and such Letter of Credit fees, 3.25%, (ii) for Base Rate Loans, 2.25% and (iii) for unused commitment fees, 0.50%; and
(f)    with respect to any Facility or Commitments made pursuant to Section 2.14, Section 2.15 or Section 2.16, as set forth in the relevant Additional Facility Joinder Agreement, Refinancing Amendment or Extension Amendment, as applicable.
“Appropriate Lender” means, at any time, (a) with respect to Loans of any Class, the Lenders of such Class of Loans, (b) with respect to Letters of Credit, (i) the relevant L/C Issuer and (ii) the relevant Revolving Credit Lenders, (c) with respect to Alternative Letters of Credit, (i) the relevant Alternative L/C Issuer and (ii) the relevant Revolving Credit Lenders and (d) with respect to Swing Line Loans, (i) the relevant Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the relevant Revolving Credit Lenders.
“Approved Fund” means any fund that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.
“Arrangers” means each of JPMorgan Chase Bank, N.A., Bank of America, N.A., London Branch, BNP Paribas Fortis SA/NV, Citigroup Global Markets Limited, Credit Suisse Loan Funding LLC, Deutsche Bank Securities Inc., FirstCaribbean International Bank (Bahamas) Limited, Xxxxxxx Xxxxx Bank USA, ING Capital LLC, Royal Bank of Canada, Societe Generale, London Branch and The Bank of Nova Scotia, each in its capacity as an arranger under this Agreement.
“Assignees” has the meaning set forth in Section 10.07(b)(i).
“Assignment and Assumption” means an Assignment and Assumption entered into by a Lender and an Eligible Assignee and accepted by the Administrative Agent, substantially in the form of Exhibit E-1 hereto.
“Attorney Costs” means all reasonable and documented fees, expenses and disbursements of any law firm or other external legal counsel.
“Auction Agent” means (a) the Administrative Agent or (b) any other financial institution or advisor engaged by the Borrowers (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Discounted Term Loan Prepayment pursuant to Section 2.05(a)(v); provided that the Borrowers shall not designate the Administrative Agent as the Auction Agent without the written consent of the Administrative Agent (it being understood that the Administrative Agent shall be under no obligation to agree to act as the Auction Agent); provided further that neither the Borrowers nor any of their Affiliates may act as the Auction Agent.
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“Auditors” means an accounting firm of international standing (including KPMG LLP and its Affiliates).
“Auto-Extension Letter of Credit” has the meaning set forth in Section 2.03(b)(iii).
“Available Currency” means Dollars, and any other currency (including Euros and Sterling) as the relevant Borrower, each of the relevant Revolving Credit Lenders or the relevant Term Lenders, as the case may be, and the Administrative Agent may agree to from time to time.
“Available Term B-5 Loan Commitment” means, as of any date, an amount equal to the excess, if any, of (a) the amount of the Total Term B-5 Loan Commitment over (b) the sum of the aggregate principal amount of all Term B-5 Loans funded hereunder prior to such date.
“Available Term B-6 Loan Commitment” means, as of any date, an amount equal to the excess, if any, of (a) the amount of the Total Term B-6 Loan Commitment over (b) the sum of the aggregate principal amount of all Term B-6 Loans funded hereunder prior to such date.
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an Affected Financial Institution.
“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 and any other law, regulation or rule applicable to the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
“Bank Levy” means the bank levy which is imposed under section 73 of, and schedule 19 to, the Finance Xxx 0000 (the “UK Bank Levy”) and any levy or Tax of an equivalent nature imposed in any jurisdiction in a similar context or for a similar reason to that in and/or which the UK Bank Levy has been imposed by reference to the equity and liability of a financial institution or other person carrying out financial transactions.
“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, and any successor statute.
“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by the Administrative Agent as its “prime rate” and (c) 1.00% plus applicable LIBOR at approximately 11:00 a.m. (London time) determined two London Banking Days prior to such date for Dollar deposits being delivered in the London interbank market for a term of one month commencing that day; provided that, solely for purposes of this clause (c), if such published rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the date of determination in Same Day Funds in the approximate amount of the Base Rate Loan being made or maintained and with a term equal to one month would be offered by the Administrative Agent’s London branch to major banks in the London interbank eurodollar market at their request at the date and time of determination. The “prime rate” is a rate set by the Administrative Agent based upon various factors including the Administrative Agent’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by the Administrative Agent shall take effect at the opening of business on the day specified in the public announcement of such change.
“Base Rate Loan” means any Loan that bears interest based on the Base Rate.
“Belgian Borrower” means any Borrower which is incorporated in Belgium.
“Belgian Qualifying Lender” means in respect of any interest payment made by a Belgian Borrower, a Lender which is beneficially entitled to it and which is: (a) a professional investor within the meaning of Article 105, 3° of the Royal Decree implementing the Belgian Income Tax Code (the
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“RD/BITC”), which is a company resident for tax purposes in Belgium or which is acting through a permanent establishment in Belgium with which the Loan is effectively connected; (b) a credit institution within the meaning of article 105, 1°, a) of the RC/BITC, which is a resident for tax purposes in Belgium or which is acting through a permanent establishment in Belgium; (c) a credit institution within the meaning of article 107, §2, 5, a), second dash of the RD/BITC, that is acting through its head office and is resident for tax purposes in a country with which Belgium has entered into a double taxation agreement that is in force (irrespective of whether or not the double taxation agreement makes provision for exemption from tax imposed by Belgium) or in a country which is a member state of the European Economic Area; (d) a credit institution within the meaning of article 107, §2, 5, a), second dash of the RD/BITC, that is acting through a permanent establishment which (i) itself qualifies as a credit institution within the meaning of the aforementioned article 107, §2, 5, a) second dash and (ii) is located in a country with which Belgium has entered into a double taxation agreement that is in force (irrespective of whether or not the double taxation agreement makes provision for exemption from tax imposed by Belgium) or in a country which is a member state of the European Economic Area; or (e) a Belgian Treaty Lender.
“Belgian Treaty Lender” means a Lender that: (a) is a resident (as defined in the appropriate double taxation agreement) in a country with which Belgium has a double taxation agreement giving residents of that country exemption from Belgian taxation on interest; and (b) does not carry on a business in Belgium through a permanent establishment with which the payment is effectively connected.
“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.
“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.
“Big Boy Letter” means a letter from a Lender (a) acknowledging that (i) an Affiliated Lender may have information regarding the Company, any Permitted Affiliate Parent, any Affiliate Subsidiary and, in each case, their Subsidiaries that has not previously been disclosed to the Administrative Agent and the Lenders (“Excluded Information”), (ii) the Excluded Information may not be available to such Lender, (iii) such Lender has independently and without reliance on any other party made its own analysis and determined to assign Term Loans to an Affiliated Lender pursuant to Section 10.07(k) notwithstanding its lack of knowledge of the Excluded Information and (iv) such Lender waives and releases any claims it may have against the Administrative Agent, such Affiliated Lender, the Company, any Permitted Affiliate Parent, any Affiliate Subsidiary and, in each case, their Subsidiaries with respect to the nondisclosure of the Excluded Information; or (b) otherwise in form and substance reasonably satisfactory to the Administrative Agent, such Affiliated Lender and the assigning Lender.
“Board” means the Board of Governors of the Federal Reserve System of the United States.
“Bookrunner” means each of JPMorgan Chase Bank, N.A., Bank of America, N.A., London Branch, BNP Paribas Fortis SA/NV, Citigroup Global Markets Limited, Credit Suisse Loan Funding LLC, Deutsche Bank Securities Inc., FirstCaribbean International Bank (Bahamas) Limited, Xxxxxxx Xxxxx Bank USA, ING Capital LLC, Royal Bank of Canada, Societe Generale, London Branch and The Bank of Nova Scotia, each in its capacity as a bookrunner.
“Borrower Offer of Specified Discount Prepayment” means any offer by any Borrower Party to make a voluntary prepayment of Loans at a specified discount to par pursuant to Section 2.05(a)(v)(B).
“Borrower Party” means a member of the Restricted Group.
“Borrower Solicitation of Discount Range Prepayment Offers” means the solicitation by any Borrower Party of offers for, and the corresponding acceptance by a Lender of, a voluntary prepayment of Loans at a specified range of discounts to par pursuant to Section 2.05(a)(v)(C).
“Borrower Solicitation of Discounted Prepayment Offers” means the solicitation by any Borrower Party of offers for, and the subsequent acceptance, if any, by a Lender of, a voluntary prepayment of Loans at a discount to par pursuant to Section 2.05(a)(v)(D).
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“Borrowers” means the Initial Borrowers and any Additional Borrower unless it has ceased to be a Borrower in accordance with Section 10.22, and “Borrower” means any of them.
“Borrowing” means a Revolving Credit Borrowing, a Swing Line Borrowing or any borrowing of a Term Loan, as the context may require.
“Business” means:
(a)    the business carried out by the Restricted Group on the Delayed Amendment Effective Date;
(b)    the provision of Content;
(c)    the business and provision of services substantially the same or similar to those provided by any member of the Wider Group on the Delayed Amendment Effective Date;
(d)    being a Holding Company of one or more persons engaged in the business and provision of services described in (a), (b) or (c) above; and
(e)    any related ancillary or complementary business to that described in clause (a), (b) or (c) above,
and references to “business” shall be similarly construed.
“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, New York, Amsterdam or London and, if such day relates to any Eurocurrency Rate Loan, means any such day that is also a London Banking Day.
“Cash Collateral” has the meaning specified in Section 2.03(g).
“Cash Collateral Account” means a blocked account at the Administrative Agent (or another commercial bank selected by the Administrative Agent) in the name of the Administrative Agent and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner reasonably satisfactory to the Administrative Agent, or another account designated as a cash collateral account and reasonably satisfactory to the Administrative Agent.
“Cash Collateralize” has the meaning specified in Section 2.03(g) and references to “Cash Collateralized” and “Cash Collateralizing” shall be similarly construed.
“CFC” means a “controlled foreign corporation” within the meaning of Section 957 of the Code.
“CFC Holdco” means any entity that has no material assets other than equity interests (or equity interests and indebtedness) of one or more entities that are CFCs or CFC Holdcos.
“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. It is understood and agreed that (i) the Xxxx–Xxxxx Xxxx Street Reform and Consumer Protection Act (Pub.L. 111-203, H.R. 4173), all Laws relating thereto, all interpretations and applications thereof and any request, rule, guideline or directive relating thereto and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall, in each case, for the purposes of this Agreement, be deemed to be adopted and taking effect subsequent to the date of this Agreement; provided that a Lender shall be entitled to compensation with respect to any such adoption taking effect, making or issuance becoming effective after the date of the this Agreement only if it is the applicable Lender’s general policy or practice to demand compensation in similar circumstances under comparable provisions of other financing agreements.
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“Change in Tax Law” means the introduction, implementation, repeal, withdrawal or change in, or in the interpretation, administration or application of any Law or any published practice or published concession of any relevant taxation authority relating to taxation (a) in the case of a participation in a Loan by a Lender named in the Register as at the Delayed Amendment Effective Date or (b) in the case of a participation in a Loan by any other Lender, after the date upon which such Lender becomes a party to this Agreement in accordance with the provisions of Section 10.07.
“Class” means (a) with respect to Commitments or Loans, those of such Commitments or Loans that have the same terms and conditions (without regard to differences in the Type of Loan, Interest Period, upfront fees, OID or similar fees paid or payable in connection with such Commitments or Loans, or differences in tax treatment (e.g., “fungibility”)); provided that such Commitments or Loans may be designated in writing by the Company or the applicable Borrower and Lenders holding such Commitments or Loans as a separate Class from other Commitments or Loans that have the same terms and conditions and (b) with respect to Lenders, those of such Lenders that have Commitments or Loans of the same Class.
“Class B Revolving Credit Commitments” means the Revolving Credit Commitments of the Revolving Credit Lenders set forth in Schedule 1.01A under the caption “Class B Revolving Credit Commitment. The aggregate amount of Class B Revolving Credit Commitments as of the 2021 Extension Effective Date is $50,000,000.
“Clean-Up Period” means in respect of any acquisition or Investment permitted under this Agreement by any member of the Restricted Group, the period commencing on the date of completion of such acquisition or Investment permitted under this Agreement and ending on the date that is 120 days after such date.
“Code” means the U.S. Internal Revenue Code of 1986, and the United States Department of the Treasury regulations promulgated thereunder, as amended from time to time.
“Collateral” means the assets and/or shares of the Loan Parties or any other Person which from time to time are, or are agreed to be, the subject of a Lien in favor of the Administrative Agent, the Security Trustee and/or the Secured Parties under or pursuant to the Collateral Documents to secure the Obligations.
“Collateral and Guarantee Requirement” means the requirement that:
(a)    all Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations) shall have been unconditionally guaranteed within the time periods specified in Schedule 6.16 hereto, by each member of the Restricted Group listed on Schedule I hereto (each a “Initial Guarantor”);
(b)    the Obligations and the Guaranty shall have been secured by, in each case subject to the exceptions and limitations otherwise set forth in this Agreement and the Collateral Documents, in each case with the priority required by the Collateral documents: (i) initially, within the time periods specified in Schedule 6.16, by a perfected first priority security interest (subject to Permitted Liens) in all of the outstanding shares of each of the Company, Sable Holding Limited, Sable International Finance Limited, Coral-US Co-Borrower LLC, CWIGroup Limited, Cable and Wireless (West Indies) Limited, and Columbus International; and (ii) within 60 Business Days of any member of the Wider Group or the Restricted Group becoming a Loan Party pursuant to Section 10.21, a perfected first priority security interest (subject to Permitted Liens) in all outstanding shares of such Loan Party;
(c)    the Obligations and the Guaranty shall have been secured, within the time period specified in Section 6.16 by a perfected first priority security interest (subject to Permitted Liens) over any Subordinated Shareholder Loan; and
(d)    the Administrative Agent and/or the Security Trustee (as applicable) shall have received each Collateral Document and related ancillary document required to be delivered (i) pursuant to Section 6.16, Section 6.18 and Section 10.21 (as applicable) and (ii) at such time as may be designated therein (or such other period as the Administrative Agent and/or the Security Trustee (as applicable) may agree), pursuant to the Collateral Documents, Section 6.11 or Section 6.13, subject, in each case, to the limitations and exceptions of this Agreement and the Collateral
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Documents, duly executed and delivered (where applicable) by each member of the Restricted Group and Grantor, as applicable, party thereto.
The Administrative Agent and/or the Security Trustee, as applicable, may grant extensions of time for the perfection of security interests in, and the delivery of any certificated Equity Interests required to be pledged pursuant to the provisions of this definition of “Collateral and Guarantee Requirement” where it reasonably determines, in consultation with the Company, that perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral Documents.
For the avoidance of doubt, the foregoing definition shall not require, and the Loan Documents shall not contain any requirements as to, the creation, perfection or maintenance of pledges of, or security interests in, or taking other actions with respect to, any Excluded Assets or to secure Excluded Swap Obligations.
“Collateral Documents” means, collectively, any Pledge Agreement, any related supplements or reconfirmations or other similar agreements delivered to the Administrative Agent and/or the Security Trustee pursuant to Section 6.11, Section 6.13, Section 6.16 or Section 6.18 (as applicable), any Intercreditor Agreement, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent and/or the Security Trustee (in each case for the benefit of the Secured Parties).
“Columbus International” means Columbus International Inc., a company incorporated under the laws of Barbados, and any and all successors thereto.
“Commitment” means a Revolving Credit Commitment or Term Commitment, as the context may require.
“Committed Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to another, or (c) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A hereto.
“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.
“Company” means C&W Senior Secured Parent Limited, and any and all successors thereto.
“Company Share Pledge” means the Cayman Islands law-governed equitable mortgage over shares dated January 10, 2020 and made between the Senior Notes Issuer and The Bank of Nova Scotia as Security Trustee in respect of the shares of the Company.
“Company Materials” has the meaning set forth in Section 6.01.
“Compensation Period” has the meaning set forth in Section 2.12(c)(ii).
“Compliance Certificate” means a certificate substantially in the form of Exhibit D hereto.
“Compliance Date” means the last day of each Test Period if on such day the Compliance Date Condition is met.
“Compliance Date Condition” means the condition that the Aggregate Revolving Credit Exposure is an aggregate principal amount exceeding 33.33% of the amount of the aggregate outstanding Revolving Credit Commitments, excluding, for purposes of calculating such utilization, (i) L/C Obligations in respect of Cash Collateralized Letters of Credit and Alternative Letters of Credit and (ii) L/C Obligations in respect of undrawn Letters of Credit and Alternative Letters of Credit.
“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.
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“control”, “controlled” and “controlling” have the meaning specified in the definition of “Affiliate” as set forth in Annex I.
“CTA” means the United Kingdom Corporation Tax Xxx 0000.
“Credit Agreement Refinancing Indebtedness” means (a) Permitted Equal Priority Refinancing Debt, (b) Permitted Junior Lien Refinancing Debt, (c) Permitted Unsecured Refinancing Debt or (d) other Indebtedness Incurred by a Borrower pursuant to a Refinancing Amendment, in each such case, issued, Incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace, repurchase, retire or refinance (“Refinanced”), in whole or part, any existing Term Loans, Revolving Credit Loans (or Revolving Credit Commitments) or Additional Facility Loans or Credit Agreement Refinancing Indebtedness (“Refinanced Debt”); provided that (i) such Indebtedness shall not have a greater principal amount than the principal amount of the Refinanced Debt (including any existing unutilized commitments thereunder) plus accrued interest, fees, defeasance costs, premiums (including tender premiums), penalties and similar amounts thereon and fees and expenses (including OID, upfront fees or similar fees) associated with such Credit Agreement Refinancing Indebtedness and such refinancing, (ii) the terms and conditions of such Indebtedness (except as otherwise provided in clause (i) above and with respect to pricing, premiums, fees, rate floors and optional prepayment or redemption terms) either, at the option of the applicable Borrower, (A) reflect market terms and conditions (taken as a whole) at the time of Incurrence or issuance (as determined by the applicable Borrower in good faith); or (B) are substantially identical to, or (taken as a whole) are not materially more restrictive (as determined by the applicable Borrower in good faith) to the Company, any Permitted Affiliate Parents and the Restricted Subsidiaries, than those applicable to the Refinanced Debt being Refinanced (except for covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of Incurrence of such Credit Agreement Refinancing Indebtedness), and it being understood that for purposes of this clause (B), to the extent any financial maintenance covenant is added for the benefit of such Credit Agreement Refinancing Indebtedness in the form of term loans or notes, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the Incurrence or issuance of such Credit Agreement Refinancing Indebtedness, and (iii) and if such Credit Agreement Refinancing Indebtedness is secured, it shall be secured on the same or lesser priority basis as the Refinanced Debt in respect thereof or shall be unsecured or, if the Refinanced Debt is unsecured, the Credit Agreement Refinancing Indebtedness in respect thereof shall also be unsecured; provided, further, that “Credit Agreement Refinancing Indebtedness” may be Incurred in the form of a bridge or other interim credit facility intended to be Refinanced with long term indebtedness.
“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.
“Cure Amount” has the meaning set forth in Section 8.04(a).
“Cure Expiration Date” has the meaning set forth in Section 8.04(a).
“Debt Representative” means, with respect to any series of Indebtedness, the trustee, administrative agent, collateral agent, security trustee or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, Incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.
“Debtor Relief Laws” means the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, winding up, reorganization or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.
“Declined Proceeds” has the meaning specified in Section 2.05(b)(vii).
“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 (a) with respect to a Base Rate Loan, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to such Base Rate Loan plus (iii) 2.0% per
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annum and (b) with respect to a Eurocurrency Rate Loan, an interest rate equal to (i) the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus (ii) 2.0% per annum, in each case, to the fullest extent permitted by applicable Laws.
“Defaulting Lender” means, subject to Section 2.17(b), any Lender that, as reasonably determined by the Administrative Agent (a) has refused (which refusal may be given verbally or in writing and has not been retracted) or failed to perform any of its funding obligations hereunder (to the extent it is contractually obliged to), including in respect of its Loans or participations in respect of L/C Obligations relating to Letters of Credit, Alternative Letters of Credit or Swing Line Loans (unless such Lender has notified the Administrative Agent and the Company in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding has not been satisfied (which conditions precedent, together with the applicable default, if any, will be specifically identified in such writing)), which refusal or failure is not cured within two Business Days after the date of such refusal or failure, (b) has failed to pay to the Administrative Agent, any L/C Issuer or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, (c) has notified the Company or the Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect (unless such Lender has notified the Administrative Agent and Company in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding has not been satisfied (which conditions precedent, together with the applicable default, if any, will be specifically identified in such writing)) with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit, (d) has failed, within three Business Days after request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (d) upon receipt of such written confirmation by the Administrative Agent and the Company), or (e) has, or has a direct or indirect parent company that has, after the date of this Agreement, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment or (iv) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (e) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.17(b)) upon delivery of written notice of such determination to the Company; provided that, for the avoidance of doubt, a copy of such written notice of any Lender being deemed a Defaulting Lender shall be concurrently provided by the Administrative Agent to any applicable L/C Issuers and Swing Line Lenders.
“Delayed Amendment Effective Date” means the first date on which any or all of the September 2021 Amendments (as defined in the Term B-6 Joinder Agreement) are implemented pursuant to the relevant Amendment Documentation (as defined in the Term B-6 Joinder Agreement).
“Designated Affiliate Subsidiary” has the meaning specified in Section 10.21(a)(i).
“Discount Prepayment Accepting Lender” has the meaning assigned to such term in Section 2.05(a)(v)(B)(2).
“Discount Prepayment Participating Lender” has the meaning specified in Section 2.05(a)(v)(C)(2).
“Discount Prepayment Qualifying Lender” has the meaning specified in Section 2.05(a)(v)(D)(3).
“Discount Range” has the meaning assigned to such term in Section 2.05(a)(v)(C)(1).
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“Discount Range Prepayment Amount” has the meaning assigned to such term in Section 2.05(a)(v)(C)(1).
“Discount Range Prepayment Notice” means a written notice of a Borrower Solicitation of Discount Range Prepayment Offers made pursuant to Section 2.05(a)(v)(C)(1) substantially in the form of Exhibit L.
“Discount Range Prepayment Offer” means the written offer by a Lender, substantially in the form of Exhibit M, submitted in response to an invitation to submit offers following the Auction Agent’s receipt of a Discount Range Prepayment Notice.
“Discount Range Prepayment Response Date” has the meaning assigned to such term in Section 2.05(a)(v)(C)(1).
“Discount Range Proration” has the meaning assigned to such term in Section 2.05(a)(v)(C)(3).
“Discounted Prepayment Determination Date” has the meaning assigned to such term in Section 2.05(a)(v)(D)(3).
“Discounted Prepayment Effective Date” means in the case of a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offer or Borrower Solicitation of Discounted Prepayment Offer, five Business Days following the Specified Discount Prepayment Response Date, the Discount Range Prepayment Response Date or the Solicited Discounted Prepayment Response Date, as applicable, in accordance with Section 2.05(a)(v)(B), Section 2.05(a)(v)(C) or Section 2.05(a)(v)(D), respectively, unless a shorter period is agreed to between a Borrower and the Auction Agent.
“Discounted Term Loan Prepayment” has the meaning assigned to such term in Section 2.05(a)(v)(A).
“Disqualified Institutions” means those Persons (the list of all such Persons identified under clauses (i), (ii) and (iii)(a) below, the “Disqualified Institutions List”) that are (i) identified in writing by the Company to the Administrative Agent prior to the Delayed Amendment Effective Date, (ii) competitors of the Company, any Permitted Affiliate Parent, any Affiliate Subsidiary and each of their Subsidiaries (other than bona fide fixed income investors or debt funds) that are identified in writing by the Company to the Arrangers on or prior to the Delayed Amendment Effective Date or to the Administrative Agent from time to time after such date or (iii) Affiliates of such Persons set forth in clauses (i) and (ii) above (in the case of Affiliates of such Persons set forth in clause (ii) above, other than bona fide fixed income investors or debt funds) that are either (a) identified in writing by the Company to the Arrangers on or prior to the Delayed Amendment Effective Date or to the Administrative Agent from time to time or (b) clearly identifiable as Affiliates on the basis of such Affiliate’s name; provided that, to the extent any Person becomes a Disqualified Institution after the Delayed Amendment Effective Date or after such Person became a Lender, the inclusion of such Person (and its Affiliates pursuant to clause (iii)(b) above) as Disqualified Institutions shall not retroactively apply to prior assignments or participations in respect of any Loan, Commitment or other rights or interests under this Agreement.  Until the disclosure of the Disqualified Institutions List to the Lenders generally by the Administrative Agent, such Persons on the Disqualified Institutions List shall not constitute Disqualified Institutions for purposes of a sale of a participation in a Loan (as opposed to an assignment of a Loan) by a Lender; provided, that no disclosure of the Disqualified Institutions List (or, except as provided in the immediately following sentence, the identity of any Person that constitutes a Disqualified Institution) to the Lenders shall be made by the Administrative Agent without the prior written consent of the Company. Upon request by any Lender (or any Affiliate of a Lender) with respect to a prospective assignment or participation hereunder, the Administrative Agent shall be entitled to (and shall) indicate to such Lender whether or not such prospective assignee’s or participant’s name appears on the Disqualified Institutions List at such time. Notwithstanding the foregoing, the Company, by written notice to the Administrative Agent, may from time to time in its sole discretion remove any entity from the Disqualified Institutions List (or otherwise modify such list to exclude from the Disqualified Institutions List any particular entity), and such entity removed or excluded from the Disqualified Institutions List shall no longer be a Disqualified Institution for any purpose under this Agreement or any other Loan Document.
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“Disqualified Institutions List” has the meaning as set forth in the definition of “Disqualified Institutions”.
“Dollar” and “$” mean lawful money of the United States.
“Dollar Equivalent” has the meaning assigned to such term in Annex I.
“Domestic Subsidiary” means any Subsidiary of the Company or of a Permitted Affiliate Parent that, in each case, is organized under the Laws of the United States, any state thereof or the District of Columbia.
“Double Taxation Treaty” means in relation to a payment of interest on a Loan, any convention or agreement between the government of the United Kingdom and any other government for the avoidance of double taxation with respect to taxes on income and capital gains which makes provision for exemption from tax imposed by the United Kingdom on interest.
“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
“Eligible Assignee” has the meaning set forth in Section 10.07(a)(i). For the avoidance of doubt, “Eligible Assignee” shall not include any Disqualified Institution.
“Enforcement Sale” means (a) any sale or disposition (including by way of public auction) pursuant to an enforcement action taken by the Security Trustee in accordance with the provisions of any Intercreditor Agreement to the extent such sale or disposition is effected in compliance with the provisions of such Intercreditor Agreement, or (b) any sale or disposition pursuant to the enforcement of security in favor of other Indebtedness of a Loan Party which complies with the terms of any Intercreditor Agreement (or if there is no such Intercreditor Agreement, would substantially comply with the requirements of clause (a) hereof).
“Environment” means indoor air, ambient air, surface water, groundwater, drinking water, land surface, subsurface strata, and natural resources such as wetlands, flora and fauna.
“Environmental Laws” means any applicable Law relating to the prevention of pollution or the protection of the Environment and natural resources, and the protection of human health and safety as it relates to Hazardous Materials.
“Environmental Liability” means any liability or obligation, contingent or otherwise (including any liability for damages, costs of investigation and remediation, fines, penalties or indemnities), of the Restricted Group directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage or treatment of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.
“Equity Interests” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase,
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acquisition or exchange from such Person of any of the foregoing (including through convertible securities).
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.
“ERISA Affiliate” means any trade or business (whether or not incorporated) that is under common control with a Loan Party within the meaning of Section 414(b) or (c) of the Code or Section 4001 of ERISA (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 a Loan Party 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 a Loan Party or any ERISA Affiliate from a Multiemployer Plan or written notification that a Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA) or insolvent (within the meaning of Section 4245 of ERISA) or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA); (d) a written determination that any Pension Plan is in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA); (e) the filing of a notice of intent to terminate, the treatment of a Pension Plan or Multiemployer Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for, and that could reasonably be expected to result in, the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (g) with respect to a Pension Plan, the failure to satisfy the minimum funding standard of Section 412 and 430 of the Code or Section 302 of ERISA, whether or not waived; (h) the occurrence of a non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could result in material liability to a Loan Party; or (i) 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 a Loan Party or any ERISA Affiliate.
“Erroneous Payment” has the meaning assigned to it in Section 9.14.
“Erroneous Payment Deficiency Assignment” has the meaning assigned to it in Section 9.14.
“Erroneous Payment Impacted Class” has the meaning assigned to it in Section 9.14.
“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 9.14.
“Escrow Accounts” means any escrow account in which Escrowed Proceeds are deposited and held.
“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
“Eurocurrency Rate” means,
(a)    for any Interest Period with respect to a Eurocurrency Rate Loan, the rate per annum equal to (i) the ICE Benchmark Administration LIBOR rate or, if the ICE Benchmark Administration is no longer making a LIBOR rate available, such other rate per annum as is widely recognized as the successor thereto in the prevailing market for syndicated loan financings of a similar size to, and in the same currencies as, the Facilities (or, if no such widely recognized, prevailing comparable successor market exists at such time, an alternative index rate as the Administrative Agent may determine (acting in its sole discretion and, for the avoidance of doubt, without any requirement to consult with or seek any consent or instruction from the Lenders or any other Finance Party) with the consent of the applicable Borrowers (in each case acting reasonably)) (for purposes of this clause (a), “LIBOR”), as published by Bloomberg (or such other commercially available source providing quotations of LIBOR as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m. (London time) on the Quotation Day for Dollar deposits (for delivery on the
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first day of such Interest Period) with a term equivalent to such Interest Period or (ii) if such published rate is not available at such time for any reason, then the “Eurocurrency Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in Same Day Funds in the approximate amount of the Eurocurrency Rate Loan being made, continued or converted and with a term equivalent to such Interest Period would be offered by the Administrative Agent’s London branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) on the Quotation Day; provided that, (A) with respect to the Term B-5 Loans, the Eurocurrency Rate shall not be less than 0.00% per annum and (B) with respect to any additional Loans shall not be less than as set forth in the relevant Additional Facility Joinder Agreement, Refinancing Amendment or Extension Amendment, as applicable. Notwithstanding anything to the contrary in Section 10.01, an amendment described in clause (i) above shall become effective without any further action or consent of any Lender or any other Finance Party; and
(b) with respect to the Class B Revolving Credit Commitments only, for any Interest Period with respect to a Eurocurrency Rate Loan, the rate per annum equal to (i) the ICE Benchmark Administration LIBOR rate or such other rate per annum as is widely recognized as the successor thereto if the ICE Benchmark Administration is no longer making a LIBOR rate available (for purposes of this clause (b), “LIBOR”), as published by Bloomberg (or such other commercially available source providing quotations of LIBOR as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m. (London time), two London Banking 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 or (ii) if such published rate is not available at such time for any reason, then the “Eurocurrency Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in Same Day Funds in the approximate amount of the Eurocurrency Rate Loan being made, continued or converted and with a term equivalent to such Interest Period would be offered by the Administrative Agent’s London branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two London Banking Days prior to the commencement of such Interest Period.
“Eurocurrency Rate Loan” means any Loan that bears interest at a rate based on the Eurocurrency Rate.
“Euros” and “EUR” denote the single currency of the Participating Member States.
“Event of Default” has the meaning specified in Section 8.01.
“Excluded Assets” means (a) any property or assets for which the creation or perfection of pledges of, or security interests in, pursuant to the Collateral Documents would result in material adverse tax consequences to any Loan Party or any of their Subsidiaries, as reasonably determined by the Company in consultation with the Administrative Agent and (b) assets in circumstances where the cost of obtaining a security interest in such assets would be excessive in light of the practical benefit to the Lenders afforded thereby as reasonably determined by the Company and the Administrative Agent; provided that Excluded Assets shall not include any proceeds, substitutions or replacements of any Excluded Assets referred to in clauses (a) and (b) (unless such proceeds, substitutions or replacements would independently constitute Excluded Assets referred to in clauses (a) and (b)).
“Excluded Swap Obligation” means, with respect to any Guarantor or Grantor, (a) any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor or Grantor of a security interest to secure, as applicable, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) (i) by virtue of such Guarantor’s or Grantor’s failure to constitute an “eligible contract participant,” as defined in the Commodity Exchange Act and the regulations thereunder, at the time the guarantee of, or grant of such security interest by, as applicable, such Guarantor or Grantor becomes or would become effective with respect to such Swap Obligation or (ii) in the case of a Swap Obligation that is subject to a clearing requirement pursuant to section 2(h) of the Commodity Exchange Act, because such Guarantor or Grantor is a “financial entity,” as defined in section 2(h)(7)(C) of the Commodity Exchange Act, at the time the guarantee of, or grant of such security interest by, as applicable, such Guarantor or Grantor becomes or would become effective with respect to such Swap Obligation or (b) any other Swap Obligations designated as an “Excluded
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Swap Obligation” of a Loan Party as specified in any agreement between the relevant Loan Party and hedge counterparty applicable to such Swap Obligations. If a Swap Obligation arises under a master agreement governing more than one Swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swaps for which such guarantee or security interest is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof).
“Existing Intercreditor Agreement” means that intercreditor agreement originally dated January 10, 2020, among, among others, the Company, the Initial Borrowers, The Bank of Nova Scotia as Administrative Agent and Security Trustee, certain other banks and financial institutions, the Notes Trustee and the Notes Issuer (in each case, as each such capitalized term is defined therein), as amended, restated or otherwise modified from time to time.
“Existing Revolver Tranche” has the meaning provided in Section 2.16(b).
“Existing Term Loan Tranche” has the meaning provided in Section 2.16(a).
“Expiring Credit Commitment” has the meaning provided in Section 2.04(g).
“Extended Class B Revolving Credit Commitments” means the Revolving Credit Commitments of the Revolving Credit Lenders set forth in Schedule 1.01A under the caption “Extended Class B Revolving Credit Commitment”. The aggregate amount of Extended Class B Revolving Credit Commitments as of the 2021 Extension Effective Date is $0.
“Extended Revolving Credit Commitments” has the meaning provided in Section 2.16(b).
“Extended Term Loans” has the meaning provided in Section 2.16(a).
“Extending Lender” means any Extending Revolving Credit Lender and any Extending Term Lender.
“Extending Revolving Credit Lender” has the meaning provided in Section 2.16(c).
“Extending Term Lender” has the meaning provided in Section 2.16(c).
“Extension” means the establishment of an Extension Series by amending a Loan pursuant to Section 2.16 and the applicable Extension Amendment.
“Extension Amendment” has the meaning provided in Section 2.16(d).
“Extension Election” has the meaning provided in Section 2.16(c).
“Extension Minimum Condition” means a condition to consummating any Extension that a minimum amount (to be determined and specified in the relevant Extension Request, in the sole discretion of the applicable Borrower) of any or all applicable Classes be submitted for Extension.
“Extension Request” means any Term Loan Extension Request or a Revolver Extension Request, as the case may be.
“Extension Series” means any Term Loan Extension Series or a Revolver Extension Series, as the case may be.
“Facility” means a given Class of Term Loans or Revolving Credit Commitments, as the context may require.
“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.
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“FATCA Deduction” means a deduction or withholding from a payment under a Loan Document required by FATCA.
“Federal Funds Rate” means, for any day, the rate calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depositary institutions, as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time, and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent.
“Finance Parties” means the Administrative Agent, the Security Trustee, the Arrangers, the Bookrunners, and the Lenders, and “Finance Party” means any of them.
“Financial Covenant” has the meaning specified in Section 7.02.
“Financial Covenant Revolving Credit Commitments” means (a) the Initial Revolving Credit Commitments and (b) any other Revolving Credit Commitments which are designated in an Additional Facility Joinder Agreement, Refinancing Amendment, Extension Amendment or otherwise by the Company or applicable Borrower by notice in writing to the Administrative Agent at any time to have the benefit of the Financial Covenant.
“Fitch” means Fitch Ratings Inc., and any successor thereto.
“Financial Covenant Event of Default” has the meaning specified in Section 8.01(e)(iii).
“Foreign Subsidiary” means any direct or indirect Subsidiary of the Company, or of a Permitted Affiliate Parent, in each case, which is not a Domestic Subsidiary.
“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to an L/C Issuer, such Defaulting Lender’s Pro Rata Share or other applicable share provided under this Agreement of the outstanding L/C Obligations relating to Letters of Credit other than such L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to a Swing Line Lender, such Defaulting Lender’s Pro Rata Share or other applicable share provided under this Agreement of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.
“GAAP” means generally accepted accounting principles in the United States of America, as in effect as of the Delayed Amendment Effective Date or, for purposes of Section 4.03 of Annex II, as in effect from time to time; provided that at any date after the Delayed Amendment Effective Date the Company or a Permitted Affiliate Parent may make an election to establish that “GAAP” shall mean GAAP as in effect on a date that is on or prior to the date of such election. Except as otherwise expressly provided below or in this Agreement, all ratios and calculations based on GAAP contained in this Agreement shall be computed in conformity with GAAP. At any time after the Delayed Amendment Effective Date, the Company may or a Permitted Affiliate Parent elect to apply for all purposes of this Agreement, in lieu of GAAP, IFRS and, upon such election, references to GAAP herein will be construed to mean IFRS as in effect on the Delayed Amendment Effective Date; provided that (1) all financial statements and reports to be provided, after such election, pursuant to this Agreement shall be prepared on the basis of IFRS as in effect from time to time (including that, upon first reporting its fiscal year results under IFRS, the financial statement required to be delivered under Section 4.03(a)(1) of Annex II shall be restated on the basis of IFRS for the year ending immediately prior to the first fiscal year for which financial statements have been prepared on the basis of IFRS), and (2) from and after such election, all ratios, computations and other determinations based on GAAP contained in this Agreement shall, at the Company’s option (a) continue to be computed in conformity with GAAP (provided that, following such election, the annual and quarterly information required by Section 4.03(a)(1) and Section 4.03(a)(2) of Annex II shall include a reconciliation, either in the footnotes thereto or in a separate report delivered therewith, of such
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GAAP presentation to the corresponding IFRS presentation of such financial information), or (b) be computed in conformity with IFRS with retroactive effect being given thereto assuming that such election had been made on the Delayed Amendment Effective Date. Thereafter, the Company or a Permitted Affiliate Parent may, at its option, elect to apply GAAP or IFRS and compute all ratios, computations and other determinations based on GAAP or IFRS, as applicable, all on the basis of the foregoing provisions of this definition of GAAP.
“Governmental Authority” means any applicable nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
“Granting Lender” has the meaning specified in Section 10.07(h).
“Guaranteed Obligations” has the meaning specified in Section 11.01.
“Guarantors” means (a) the Initial Guarantors and (b) each member of the Wider Group or Restricted Group, in each case, that shall have become a Guarantor pursuant to Section 6.11 or Section 10.21(c); provided that, notwithstanding anything to the contrary, as and where any Additional Borrower is a “United States person” within the meaning of Section 7701(a)(30) of the Code (or any successor provision thereto), no Person that is (x) a CFC, (y) a CFC Holdco, or (z) a direct or indirect subsidiary of a CFC or CFC Holdco, shall be required to become a Guarantor. For the avoidance of doubt, the Company in its sole discretion may, subject to compliance with Section 10.21, cause any member of the Wider Group or the Restricted Group that is not a Guarantor to guarantee the Obligations by causing such Person to execute a joinder to this Agreement in form and substance reasonably satisfactory to the Administrative Agent, and any such Person shall be a Guarantor and Loan Party hereunder for all purposes. For the avoidance of doubt, each Borrower is a Guarantor in respect of Secured Hedge Agreements and Treasury Services Agreements to which any Borrower is not party (other than in respect of Excluded Swap Obligations).
“Guaranty” means, collectively, the guaranty of the Obligations by the Guarantors pursuant to this Agreement.
“Hazardous Materials” means all materials, pollutants, contaminants, chemicals, compounds, constituents, substances or wastes, in any form, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, mold, electromagnetic radio frequency or microwave emissions that are regulated pursuant to, or which could give rise to liability under, Environmental Law.
“Hedge Bank” means any Person that is a party to a Secured Hedge Agreement or a Treasury Services Agreement and that, in the case of a Secured Hedge Agreement (a) is designated a “Hedge Bank” with respect to such Secured Hedge Agreement in writing from the Borrowers to the Administrative Agent, and (other than a Person already party hereto as a Lender), (b) delivers to the Administrative Agent a letter agreement reasonably satisfactory to it (i) appointing the Administrative Agent as its agent under the applicable Loan Documents and (ii) agreeing to be bound by Sections 10.05, 10.15 and 10.16 and Article IX as if it were a Lender, and (c) is or has become party to any applicable Intercreditor Agreement as a Hedge Counterparty (as so defined or similarly defined therein) in accordance with the provisions of such Intercreditor Agreement, if such Intercreditor Agreement contemplates hedge counterparties being party thereto.
“Honor Date” has the meaning set forth in Section 2.03(c)(i)(A).
“Identified Discount Prepayment Participating Lenders” has the meaning specified in Section 2.05(a)(v)(C)(3).
“Identified Discount Prepayment Qualifying Lenders” has the meaning specified in Section 2.05(a)(v)(D)(3).
“IFRS” means the accounting standards issued by the International Accounting Standards Board and its predecessors, as in effect as of the Delayed Amendment Effective Date.
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“Increase” has the meaning set forth in Section 2.14(q).
“Increase Confirmation” means an Increase Confirmation in substantially the form of Exhibit K.
“Indemnified Taxes” means, with respect to any Finance Party, all Taxes imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document, other than (a) any Taxes imposed on or measured by its net income, however denominated, and franchise (and similar) Taxes imposed on it, in each case, by a jurisdiction (or political subdivision thereof) as a result of such recipient being organized in or having its principal office or applicable Lending Office in such jurisdiction, or as a result of any other connection between such Finance Party and such jurisdiction other than any connections arising solely from executing, delivering, being a party to, engaging in any transactions pursuant to, performing its obligations under, receiving payments under, or enforcing, any Loan Document, (b) any Taxes (other than Taxes described in clause (a) above) imposed by a jurisdiction (or political subdivision thereof) as a result of such recipient being organized in or having its principal office or applicable Lending Office in such jurisdiction, or as a result of any other connection between such Finance Party and such jurisdiction other than any connection arising from executing, delivering, being a party to, engaging in any transactions pursuant to, performing its obligations under, receiving payments under, or enforcing any Loan Document, (c) any Taxes attributable to the failure by such Finance Party to comply with Section 3.01(d), (d) any branch profits Taxes imposed by the United States under Section 884(a) of the Code or any similar Tax imposed by any other jurisdiction described in clause (a) or (b), (e) in the case of a Lender (other than an assignee pursuant to a request by the Company under Section 3.12), any U.S. federal Tax that is, or would be required to be withheld or imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date (which, for the avoidance of doubt, is no earlier than the date hereof) on which such Lender (i) acquires such interest in the applicable Commitment or, if such Lender did not fund the applicable Loan pursuant to a prior Commitment, on the date such Lender acquires its interest in such Loan or (ii) or designates a new Lending Office, except in each case to the extent that, pursuant to Section 3.01, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan or Commitment or to such Lender immediately before it designated a new Lending Office, (f) any taxes imposed under FATCA, (g) U.S. backup withholding Taxes, (h) Taxes resulting from the gross negligence or wilful misconduct of such Finance Party, (i) any Tax which is compensated by a Tax Payment under Section 3.02 or Section 3.03, or would have been so compensated but for one of the exclusions in Section 3.02 or Section 3.03, (j) Other Taxes and (k) for the avoidance of doubt, interest, penalties, and additions to tax on the amounts described in clauses (a) through (j) hereof.
“Indemnitees” has the meaning set forth in Section 10.05.
“Information” has the meaning set forth in Section 10.08.
“Initial Additional Facility Lender” means a person which becomes a Lender under an Additional Facility or an Increase pursuant to Section 2.14.
“Initial Borrowers” has the meaning specified in the preliminary statements to this Agreement.
“Initial Guarantor” has the meaning specified in the definition of “Collateral and Guarantee Requirement”.
“Initial Revolving Credit Commitment” means, as to each Revolving Credit Lender, its Revolving Credit Commitment as of the 2021 Extension Effective Date, including the Class B Revolving Credit Commitments, the Extended Class B Revolving Credit Commitments and the 2021 Extended Class B Revolving Credit Commitments, as such commitments may be (a) reduced from time to time pursuant to Section 2.05 or Section 2.06 and (b)assumed or increased from time to time pursuant to an Assignment and Assumption, Additional Facility Joinder Agreement, Extension Amendment or an Increase Confirmation.  The amount of each Revolving Credit Lender’s Initial Revolving Credit Commitment as of the 2021 Extension Effective Date is set forth in Schedule 1.01A and the Register, or otherwise in the Assignment and Assumption, Additional Facility Joinder Agreement, Extension Amendment or Increase Confirmation pursuant to which such Revolving Credit Lender shall have assumed, increased or decreased its Initial Revolving Credit Commitment, as
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the case may be. The aggregate amount of the Initial Revolving Credit Commitments as of the 2021 Extension Effective Date is $630,000,000.
“Intellectual Property” means patents, patent applications, trademarks, trade names, service marks, copyrights, technology, trade secrets, proprietary information, domain names, know-how and processes necessary for the conduct of the business of the Loan Parties as currently conducted.
“Intercreditor Agreement” means (i) the Existing Intercreditor Agreement and (ii) any Additional Intercreditor Agreement (in each case to the extent in effect).
“Interest Payment Date” means (a) as to any Eurocurrency Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates, and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made; provided that, in relation to the first Interest Period for any Base Rate Loan that is a Term Loan, the Interest Payment Date for such Loan may be a day other than the last Business Day of each March, June, September and December, as agreed by the relevant Borrower and the Administrative Agent.
“Interest Period” means, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter (or less than one month with respect to Revolving Credit Loans) or such other period, as selected by the relevant Borrower in its Committed Loan Notice and agreed by the Administrative Agent (without requiring any further consent or instructions from the Lenders); provided that any Interest Period that would otherwise end during the month preceding or extend beyond a scheduled repayment date relating to the relevant Term Loan shall be of such duration that it shall end on that repayment date if necessary to ensure that there are Term Loans under the relevant Facility with Interest Periods ending on the relevant repayment date in a sufficient aggregate amount to make the repayment due on that repayment date; provided, further, that:
(a)    any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business Day;
(b)    any Interest Period (other than an Interest Period having a duration of less than one month) that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and
(c)    no Interest Period shall extend beyond the applicable Maturity Date.
“IP Rights” has the meaning set forth in Section 5.15.
“Ireland” means the Republic of Ireland.
“IRS” means the U.S. Internal Revenue Service.
“Irish Borrower” means any Borrower which is resident in Ireland for tax purposes or whose payments under a Loan would otherwise be treated as having an Irish source for Irish tax purposes.
“Irish Bank Lender” mean an Irish Qualifying Lender under paragraphs (a) and (b) of the definition of Irish Qualifying Lender.
“Irish Non-Bank Lender” mean an Irish Qualifying Lender under paragraphs (c) to (i) of the definition of Irish Qualifying Lender.
“Irish Qualifying Lender” means in relation to a payment of interest on a participation in a Loan, a person who is beneficially entitled to the interest payable to that Lender and is:
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(a)    a bank which is carrying on a bona fide banking business in Ireland (for the purposes of Section 246(3)(a) of the TCA) and whose Lending Office is located in Ireland; or
(b)    an authorised credit institution under the terms of Directive 2013/36/EU and has duly established a branch in Ireland having made all necessary notifications to its home state competent authorities required thereunder in relation to its intention to carry on banking business in Ireland and such credit institution is recognised by the Revenue Commissioners in Ireland as carrying on a bona fide banking business in Ireland (for the purposes of Section 246(3) of the TCA); or
(c)    a body corporate within the meaning of Section 246 of the TCA:
(i)    which is resident for tax purposes in a Relevant Territory (for these purposes residence is to be determined in accordance with the laws of the Relevant Territory of which the Lender claims to be resident) where that Relevant Territory imposes a tax that generally applies to interest receivable in that Relevant Territory by bodies corporate from sources outside that Relevant Territory; or
(ii)    which:
(A)    is exempted from the charge to income tax on the interest payable under a Loan under a Treaty in force between Ireland and the country in which the Lender is resident for tax purposes; or
(B)    would be exempted from the charge to income tax on the interest payable under a Loan under a Treaty signed between Ireland and the country in which the Lender is resident if such Treaty had the force of law; or
(d)    a U.S. corporation which is subject to tax in the U.S. on its worldwide income; or
(e)    a U.S. LLC, provided the ultimate recipients of the interest payable to it are Irish Qualifying Lenders within paragraphs (c), (d) or (f) of this definition and the business conducted through the U.S. LLC is so structured for market reasons and not for tax avoidance purposes; or
(f)    (in cases only where the interest is paid by an obligor which is a qualifying company within the meaning of Section 110 of the TCA), a Lender (other than a U.S. corporation or U.S. LLC) which is resident for tax purposes in a Relevant Territory under the laws of that territory; or
provided in each case at (c), (d), (e) or (f) the Lender is not carrying on a trade or business in Ireland through an agency or branch with which the interest payment is connected; or
(g)    a qualifying company (within the meaning of Section 110 of the TCA) and whose Lending Office is located in Ireland; or
(h)    an investment undertaking (within the meaning of Section 739B of the TCA) and whose Lending Office is located in Ireland; or
(i)    an exempt approved scheme within the meaning of Section 774 of the TCA and whose Lending Office is located in Ireland; or
(j)    a company which is resident in Ireland for Irish corporate income tax purposes and whose Lending Office is located in Ireland and which: (i) advances money in the ordinary course of a trade which includes the lending of money; (ii) in whose hands any interest payable in respect of money so advanced, including any interest or discount in respect of any Funding Amounts advanced by it, is or will be taken into account in computing its trading income; and (iii) which has complied with all of the provisions of Section 246(5)(a) of the TCA, as amended, including making the appropriate notifications thereunder; or
(k)    an Irish Treaty Lender.
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“Irish Treaty Lender” means a Lender which is treated as a resident of an Irish Treaty State for the purposes of the Treaty, does not carry on a business in Ireland through a permanent establishment with which that Lender’s participation in the Loan is effectively connected and meets all other conditions in the relevant Treaty for full exemption from tax imposed by Ireland on interest (assuming the completion of any necessary procedural formalities).
“Irish Treaty State” means a jurisdiction having a double tax treaty with Ireland (a “Treaty”) which makes provision for full exemption from tax imposed by Ireland on interest or income from debt claims.
“ISP” means, with respect to any Letter of Credit or Alternative Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).
“Issuer Documents” means with respect to any Letter of Credit or Alternative Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the relevant L/C Issuer or the relevant Alternative L/C Issuer, as applicable, and the relevant Borrower (or any Subsidiary of such Borrower) or in favor of the relevant L/C Issuer or the relevant Alternative L/C Issuer, as applicable, and relating to such Letter of Credit or Alternative Letter of Credit, as applicable.
“ITA” means the United Kingdom Income Tax Xxx 0000.
“L/C Advance” means, with respect to each Revolving Credit Lender in respect of a Letter of Credit, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share or other applicable share provided for under this Agreement.
“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Credit Borrowing.
“L/C Credit Extension” means, with respect to any Letter of Credit or Alternative Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.
“L/C Issuer” means The Bank of Nova Scotia, and any other Lender that becomes an L/C Issuer in accordance with Section 2.03(k) or 10.07(j), in each case, in its capacity as an issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.
“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit and Alternative Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings and the aggregate of all Drawn Amounts including all Alternative L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit or Alternative Letter of Credit, the amount of such Letter of Credit or Alternative Letter of Credit shall be determined in accordance with Section 1.08. For all purposes of this Agreement, if on any date of determination a Letter of Credit or Alternative Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit or Alternative Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.
“Latest Maturity Date” means, at any date of determination and with respect to the specified Loans or Commitments (or in the absence of any such specification, all outstanding Loans and Commitments hereunder), the latest Maturity Date applicable to any such Loans or Commitments hereunder at such time.
“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes, judgments, orders, decrees, determinations, decisions 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 and executive orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, and “Law” means any one of them.
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“Lead Affiliate Subsidiary” has the meaning specified in Section 10.21(a)(i).
“Lenders” has the meaning specified in the introductory paragraph to this Agreement (and includes, for avoidance of doubt, each Term B-6 Lender) and, as the context requires, includes an L/C Issuer, an Alternative L/C Issuer, a Swing Line Lender, any Initial Additional Facility Lender, any Person that becomes a Lender pursuant to an Assignment and Assumption or Refinancing Amendment, and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a “Lender.” For the avoidance of doubt, each Additional Lender is a Lender to the extent any such Person has executed and delivered a Refinancing Amendment, Additional Facility Joinder Agreement or an amendment in respect of Replacement Term Loans, as the case may be, and to the extent such Refinancing Amendment, Additional Facility Joinder Agreement or amendment in respect of Replacement Term Loans shall have become effective in accordance with the terms hereof and thereof, and each Extending Lender shall continue to be a Lender.
“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 Company and the Administrative Agent which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context otherwise requires each reference to a Lender shall include its applicable Lending Office.
“Letter of Credit” means any letter of credit issued hereunder in respect of one or more Classes of Revolving Credit Commitments, other than an Alternative Letter of Credit. A Letter of Credit may be a commercial letter of credit or a standby letter of credit; provided that any commercial letter of credit issued hereunder shall provide solely for cash payment upon presentation of a sight draft.
“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit or Alternative Letter of Credit in the form from time to time in use by the relevant L/C Issuer or Alternative L/C Issuer, as applicable.
“Letter of Credit Expiration Date” means, with respect to any Letter of Credit or Alternative Letter of Credit, the day that is five Business Days prior to the scheduled Latest Maturity Date then in effect for the Participating Revolving Credit Commitments (taking into account the Maturity Date of any conditional Participating Revolving Credit Commitment that will automatically go into effect on or prior to such Maturity Date (or, if such day is not a Business Day, the next preceding Business Day)).
“Letter of Credit Sublimit” means, (a) in respect of the Class B Revolving Credit Commitments, the Extended Class B Revolving Credit Commitments and the 2021 Extended Class B Revolving Credit Commitments, collectively, an amount equal to the lesser of (i) £150,000,000 (or its Dollar Equivalent) (or such greater amount as may be agreed between a Borrower and the relevant L/C Issuer in accordance with Section 2.03(k)) and (ii) prior to the Maturity Date of the Class B Revolving Credit Commitments, the aggregate amount of the Participating Revolving Credit Commitments in respect of the Class B Revolving Credit Commitments, the Extended Class B Revolving Credit Commitments and the 2021 Extended Class B Revolving Credit Commitments, collectively, and on and after the Maturity Date of the Class B Revolving Credit Commitments, the aggregate amount of the Participating Revolving Credit Commitments in respect of the Extended Class B Revolving Credit Commitments and the 2021 Extended Class B Revolving Credit Commitments and (b) with respect to any other Revolving Credit Commitments of any Class the lesser of (i) an amount as may be agreed between a Borrower and the relevant L/C Issuer as provided in Section 2.03(k) and (ii) the Participating Revolving Credit Commitments of such Class. Each applicable Letter of Credit Sublimit is part of, and not in addition to, the applicable Participating Revolving Credit Commitments.
“Liberty Latin America” means Liberty Latin America Ltd., and any and all successors thereto.
“LIBOR” has the applicable meaning set forth in clause (a) of the definition of “Eurocurrency Rate”, as the context requires.
“Loan” means an extension of credit by a Lender to a Borrower in the form of a Term Loan, a Revolving Credit Loan or a Swing Line Loan.
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“Loan Documents” means, collectively, (a) this Agreement, (b) the Notes, (c) the Collateral Documents, (d) any Refinancing Amendment, Additional Facility Joinder Agreement or Extension Amendment, (e) each Request for Credit Extension, (f) any Intercreditor Agreement, and (g) any other document designated as a Loan Document by the Company or a Borrower and the Administrative Agent.
“Loan Parties” means, collectively, each Borrower and each Guarantor from time to time.
“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.
“Margin Stock” shall have the meaning assigned to such term in Regulation U.
“Material Adverse Effect” means any event or circumstance that has a material adverse effect on the ability of the Loan Parties (taken as a whole) to perform their payment obligations under any Loan Document to which any such Loan Party is a party.
“Material Subsidiary” means, as of any date of determination, any Restricted Subsidiary that accounts for more than 5% on an unconsolidated basis of Consolidated EBITDA for the most recent Test Period.
“Maturity Date” means (a) with respect to the Term X-0 Xxxxx, Xxxxxxx 00, 0000, (x) with respect to the Term B-6 Loans, October 15, 2029, (c) with respect to the Class B Revolving Credit Commitments, June 30, 2023, (d) with respect to the Extended Class B Revolving Credit Commitments, January 30, 2026, (e) with respect to the 2021 Extended Class B Revolving Credit Commitments, January 30, 2027, (f) with respect to any Class of Extended Term Loans or Extended Revolving Credit Commitments, the final maturity date as specified in the applicable Extension Request accepted by the respective Lender or Lenders, (e) with respect to any Refinancing Term Loans or Other Revolving Credit Commitments, the final maturity date as specified in the applicable Refinancing Amendment and (f) with respect to any Additional Facility Loan, the final maturity date as specified in the applicable Additional Facility Joinder Agreement; provided that, in each case, if such day is not a Business Day, the Maturity Date shall be the Business Day immediately succeeding such day.
“Maximum Rate” has the meaning specified in Section 10.10.
“Moody’s” means Xxxxx’x Investors Service, Inc. and any successor or assign thereto.
“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA and subject to Title IV of ERISA, to which a Loan Party or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding six plan years, has made or been obligated to make contributions.
“New Lender” has the meaning set forth in Section 10.07(a).
“Non-Consenting Lender” has the meaning set forth in Section 3.12.
“Non-Defaulting Lender” means, at any time, a Lender that is not a Defaulting Lender.
“non-Expiring Credit Commitment” has the meaning provided in Section 2.04(g).
“Non-extension Notice Date” has the meaning specified in Section 2.03(b)(iii).
“Note” means a Term Note, a Revolving Credit Note or a Swing Line Note, as the context may require.
“Obligations” means all (a) advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, Letter of Credit or Alternative Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding,
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regardless of whether such interest and fees are allowed claims in such proceeding and (b) obligations of any Loan Party arising under any Secured Hedge Agreement or any Treasury Services Agreement. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents include (i) the obligation (including guarantee obligations) to pay principal, interest, Letter of Credit or Alternative Letter of Credit fees, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party under any Loan Document and (ii) the obligation of any Loan Party to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party. Notwithstanding the foregoing, (A) unless otherwise agreed to by the Borrower and any applicable Hedge Bank or as expressly set forth herein or in any Collateral Documents, the obligations under any Secured Hedge Agreement and under any Treasury Services Agreement shall be secured and guaranteed pursuant to the Collateral Documents and the Guaranty only to the extent that, and for so long as, the other Obligations are so secured and guaranteed and (B) any release of Collateral or Guarantors effected in the manner permitted by this Agreement and any other Loan Document shall not require the consent of any Hedge Bank under Secured Hedge Agreements or Treasury Services Agreements.
“Offered Amount” has the meaning specified in Section 2.05(a)(v)(D)(1).
“Offered Discount” has the meaning specified in Section 2.05(a)(v)(D)(1).
“OID” means original issue discount.
“Organization Documents” means: (a) with respect to any corporation or exempted company, the certificate or articles of incorporation and the bylaws or memorandum and articles of association (or equivalent or comparable constitutive documents); (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 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 Applicable Indebtedness” has the meaning specified in Section 2.05(b)(i).
“Other Revolving Credit Commitments” means one or more Classes of Revolving Credit Commitments hereunder that result from a Refinancing Amendment.
“Other Revolving Credit Loans” means one or more Classes of Revolving Credit Loans that result from a Refinancing Amendment.
“Other Taxes” has the meaning specified in Section 3.01(b).
“Outstanding Amount” means: (a) with respect to the Term Loans, Revolving Credit Loans and Swing Line Loans on any date, the outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans, Revolving Credit Loans (including any refinancing of outstanding Unreimbursed Amounts under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing and any refinancings of outstanding Drawn Amounts under Alternative Letters of Credit as a Revolving Credit Borrowing) and Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the outstanding amount thereof on such date after giving effect to any related L/C Credit Extension occurring on such date and any other changes thereto as of such date, including as a result of any reimbursements of (i) outstanding Unreimbursed Amounts under related Letters of Credit (including any refinancing of outstanding Unreimbursed Amounts under related Letters of Credit or related L/C Credit Extensions as a Revolving Credit Borrowing) and (ii) outstanding Drawn Amounts under related Alternative Letters of Credit (including any refinancing of outstanding Drawn Amounts under related Alternative Letters of Credit or related L/C Credit Extensions as a Revolving Credit Borrowing) or any reductions in the maximum amount available for drawing under related Letters of Credit or Alternative Letters of Credit taking effect on such date.
“Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of the Federal Funds Rate and an overnight rate determined by the Administrative
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Agent, an L/C Issuer or a Swing Line Lender, as applicable, in accordance with banking industry rules on interbank compensation and (b) with respect to any amount denominated in any Available Currency other than Dollars, the rate of interest per annum at which overnight deposits in such Available Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of the Administrative Agent, an L/C Issuer or a Swing Line Lender, as applicable, in the applicable offshore interbank market for such Available Currency to major banks in such interbank market.
“Participant” has the meaning specified in Section 10.07(e).
“Participant Register” has the meaning specified in Section 10.07(e).
“Participating Member State” means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.
“Participating Revolving Credit Commitments” means:
(a)    with respect to Letters of Credit: (i) in respect of the Class B Revolving Credit Commitments, (A) the Class B Revolving Credit Commitments (including any Extended Revolving Credit Commitments (including, until the Maturity Date of the Class B Revolving Credit Commitments, those included in clauses (ii) and (iii) below) in respect thereof) and (B) those additional Revolving Credit Commitments (and both (I) Additional Revolving Facilities to such Class and (II) Extended Revolving Credit Commitments (including, until the Maturity Date of the Class B Revolving Credit Commitments, those included in clauses (ii) and (iii) below) in respect thereof) for which an election has been made to include such Commitments for purposes of the issuance of Letters of Credit; provided that, with respect to clause (B), the effectiveness of such election may be made conditional upon the maturity of one or more other Participating Revolving Credit Commitments; (ii) in respect of the Extended Class B Revolving Credit Commitments, on and after the Maturity Date of the Class B Revolving Credit Commitments (A) the Extended Class B Revolving Credit Commitments (including any Extended Revolving Credit Commitments in respect thereof) and (B) those additional Revolving Credit Commitments (and both (I) Additional Revolving Facilities to such Class and (II) Extended Revolving Credit Commitments in respect thereof) for which an election has been made to include such Commitments for purposes of the issuance of Letters of Credit; provided that, with respect to clause (B), the effectiveness of such election may be made conditional upon the maturity of one or more other Participating Revolving Credit Commitments; and (iii) in respect of the 2021 Extended Class B Revolving Credit Commitments, on and after the Maturity Date of the Extended Class B Revolving Credit Commitments (A) the 2021 Extended Class B Revolving Credit Commitments (including any Extended Revolving Credit Commitments in respect thereof) and (B) those additional Revolving Credit Commitments (and both (I) Additional Revolving Facilities to such Class and (II) Extended Revolving Credit Commitments in respect thereof) for which an election has been made to include such Commitments for purposes of the issuance of Letters of Credit; provided that, with respect to clause (B), the effectiveness of such election may be made conditional upon the maturity of one or more other Participating Revolving Credit Commitments; and
(b)    with respect to Swing Line Loans: (i) in respect of the Class B Revolving Credit Commitments, (A) the Class B Revolving Credit Commitments (including any Extended Revolving Credit Commitments (including, until the Maturity Date of the Class B Revolving Credit Commitments, those included in clauses (ii) and (iii) below) in respect thereof) and (B) those additional Revolving Credit Commitments (and both (I) Additional Revolving Facilities to such Class and (II) Extended Revolving Credit Commitments (including, until the Maturity Date of the Class B Revolving Credit Commitments, those included in clauses (ii) and (iii) below) in respect thereof) for which an election has been made to include such Commitments for purposes of the making of Swing Line Loans; provided that, with respect to clause (B), the effectiveness of such election may be made conditional upon the maturity of one or more other Participating Revolving Credit Commitments; (ii) in respect of the Extended Class B Revolving Credit Commitments, on and after the Maturity Date of the Class B Revolving Credit Commitments (A) the Extended Class B Revolving Credit Commitments (including any Extended Revolving Credit Commitments in respect thereof) and (B) those additional Revolving Credit Commitments (and both (I) Additional Revolving Facilities to such Class and (II) Extended Revolving Credit Commitments in respect thereof) for which an election has been made to include such Commitments for purposes of the making of Swing Line Loans; provided that, with respect to clause (B), the effectiveness of such election may be made conditional upon the
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maturity of one or more other Participating Revolving Credit Commitments; and (iii) in respect of the 2021 Extended Class B Revolving Credit Commitments, on and after the Maturity Date of the Extended Class B Revolving Credit Commitments (A) the 2021 Extended Class B Revolving Credit Commitments (including any Extended Revolving Credit Commitments in respect thereof) and (B) those additional Revolving Credit Commitments (and both (I) Additional Revolving Facilities to such Class and (II) Extended Revolving Credit Commitments in respect thereof) for which an election has been made to include such Commitments for purposes of the making of Swing Line Loans; provided that, with respect to clause (B), the effectiveness of such election may be made conditional upon the maturity of one or more other Participating Revolving Credit Commitments.
At any time at which there is more than one Class of Participating Revolving Credit Commitments outstanding, the mechanics and arrangements with respect to the allocation of Letters of Credit and Swing Line Loans among such Classes will, to the extent not expressly set forth herein, be subject to procedures agreed to by the Company or the applicable Borrower and the Administrative Agent.
“Participating Revolving Credit Lender” means any Lender holding a Participating Revolving Credit Commitment.
“Payment Recipient” has the meaning assigned to it in Section 9.14.
“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 or Section 412 of the Code and is sponsored or maintained by any Loan Party or any ERISA Affiliate or to which any Loan Party 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.
“Permitted Affiliate Group Designation Date” means any date on which the Administrative Agent provides confirmation to the Company that the conditions set out in Section 10.21(a) are satisfied.
“Permitted Affiliate Parent” has the meaning specified in Section 10.21(a)(i).
“Permitted Affiliate Parent Accession” has the meaning specified in Section 10.21(a)(i).
“Permitted Affiliate Parent Release” has the meaning specified in Section 10.21(a)(ii).
“Permitted Earlier Maturity Indebtedness Exception” means, with respect to any Extended Term Loans permitted to be Incurred hereunder, that up to $250,000,000 in aggregate principal amount of such Indebtedness may have a maturity date that is earlier than and a Weighted Average Life to Maturity that is shorter than, with respect to Extended Term Loans, the Weighted Average Life to Maturity of the Existing Term Loan Tranche from which such Extended Term Loans are amended.
“Permitted Equal Priority Refinancing Debt” means any secured Indebtedness Incurred by a Borrower and/or a Guarantor in the form of one or more series of senior secured notes, bonds or debentures or first lien secured loans; provided that (i) such Indebtedness is secured by Liens on all or a portion of the Collateral on a basis that is equal in priority to the Liens on the Collateral securing the Obligations under this Agreement (but without regard to the control of remedies) and is not secured by any property or assets of the Company, any Permitted Affiliate Parent or any Restricted Subsidiary, other than the Collateral, (ii) such Indebtedness satisfies the applicable requirements set forth in the provisos to the definition of “Credit Agreement Refinancing Indebtedness,” (iii) the only obligors in respect of such Indebtedness shall be Loan Parties and (iv) the applicable Loan Parties, the holders of such Indebtedness (and/or their Debt Representative, as applicable) and the Administrative Agent and/or the Security Trustee shall be party to an Intercreditor Agreement providing that the Liens on the Collateral securing such obligations shall rank equal in priority to the Liens on the Collateral securing the Obligations under this Agreement (but without regard to the control of remedies).
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“Permitted Junior Lien Refinancing Debt” means Indebtedness constituting secured Indebtedness Incurred by a Borrower and/or a Guarantor in the form of one or more series of junior lien secured notes or junior lien secured loans (including in the form of one or more tranches of loans under this Agreement); provided that (i) such Indebtedness is secured by the Collateral on a junior priority basis to the Liens securing the Obligations under this Agreement and is not secured by any property or assets of the Company, any Permitted Affiliate Parent or any Restricted Subsidiary other than the Collateral, (ii) the only obligors in respect of such Indebtedness shall be Loan Parties, (iii) the security agreements relating to such Indebtedness are substantially the same as or more favorable to the Loan Parties than the Collateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent and/or the Security Trustee), (iv) such Indebtedness satisfies the applicable requirements set forth in the provisos to the definition of “Credit Agreement Refinancing Indebtedness” and (v) the holders of such Indebtedness (and/or their Debt Representative, as applicable) and the Administrative Agent and/or the Security Trustee shall be party to an Intercreditor Agreement providing that the Liens on Collateral securing such obligations shall rank junior to the Liens on the Collateral securing the Obligations under this Agreement.
“Permitted Unsecured Refinancing Debt” means unsecured Indebtedness Incurred by any of the Borrowers and/or a Guarantor in the form of one or more series of senior unsecured notes, bonds or debentures or unsecured loans (including in the form of one or more tranches of loans under this Agreement); provided that (i) such Indebtedness satisfies the applicable requirements set forth in the provisos in the definition of “Credit Agreement Refinancing Indebtedness” and (ii) the only obligors in respect of such Indebtedness shall be Loan Parties.
“Platform” has the meaning specified in Section 6.01.
“Pledge Agreement” means (i) each share charge, pledge agreement or security agreement and each related confirmation listed on Schedule II and Schedule 6.16, (ii) any pledge agreement entered into in connection with a Subordinated Shareholder Loan in favor of the Security Trustee for the benefit of the Secured Parties in substantially the form set forth in Exhibit F hereto, and (iii) any other pledge agreements made by any Loan Party or any other Grantor in favor of the Security Trustee for the benefit of the Secured Parties.
“Pro Rata Share” means, with respect to each Lender, at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitments and, if applicable and without duplication, Loans of such Lender under the applicable Facility or Facilities at such time and the denominator of which is the amount of the Aggregate Commitments under the applicable Facility or Facilities and, if applicable and without duplication, Loans under the applicable Facility or Facilities at such time; provided that, in the case of the Revolving Credit Commitments of any Class, if such Commitments have been terminated, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof; provided, further, that, if any Lender has issued an Alternative Letter of Credit in respect of any Class of Revolving Credit Commitments, such Lender’s relevant Revolving Credit Commitment shall be reduced by the aggregate face amount of such Alternative Letter of Credit for so long as such Alternative Letter of Credit is outstanding (subject to Section 2.03(c)(ii)(B)(2)).
“Proceeding” has the meaning set forth in Section 10.05.
“Proposed Affiliate Subsidiary” has the meaning specified in Section 10.21(c).
“Qualified ECP Guarantor” means in respect of any Swap Obligation, each Loan Party that, at the time the relevant guarantee (or grant of the relevant security interest, as applicable) becomes or would become effective with respect to such Swap Obligation, has total assets exceeding $10,000,000 or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and which may cause another person to qualify as an “eligible contract participant” with respect to such Swap Obligation at such time by entering into a keepwell pursuant to section 1a(18)(A)(v)(II) of the Commodity Exchange Act (or any successor provision thereto).
“Qualified Equity Interests” means any Equity Interests that are not Disqualified Stock.
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“Qualifying Assignment” means any assignment of a Loan to an Affiliated Lender in connection with a Facility and where, following such assignment, the Affiliated Lender assigns the relevant Loans under the Facility to other Lenders that are not Affiliated Lenders within 15 Business Days of the initial assignment to the Affiliated Lender; provided that no Default of Event of Default has occurred and is continuing.
“Quotation Day” means, in relation to any period for which interest is to be determined, two Business Days before the first day of that period, unless market practice differs in the Relevant Interbank Market for a currency, in which case the Quotation Day for that currency will be determined by the Administrative Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days).
“Real Property” means, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned or leased by any Person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.
“Refinanced Debt” has the meaning set forth in the definition of “Credit Agreement Refinancing Indebtedness”.
“Refinancing Amendment” means an amendment to this Agreement executed by (a) the applicable Borrower, (b) the Administrative Agent, (c) each Additional Refinancing Lender and (d) each Lender that agrees to provide any portion of Refinancing Term Loans, Other Revolving Credit Commitments or Other Revolving Credit Loans Incurred pursuant thereto, in accordance with Section 2.15.
“Refinancing Series” means all Refinancing Term Loans, Refinancing Term Commitments, Other Revolving Credit Commitments or Other Revolving Credit Loans that are established pursuant to the same Refinancing Amendment (or any subsequent Refinancing Amendment to the extent such Refinancing Amendment expressly provides that the Refinancing Term Loans, Refinancing Term Commitments, Other Revolving Credit Commitments or Other Revolving Credit Loans provided for therein are intended to be a part of any previously established Refinancing Series) and that provide for the same All-In Yield and, in the case of Refinancing Term Loans or Refinancing Term Commitments, amortization schedule.
“Refinancing Term Commitments” means one or more Classes of Term Commitments hereunder that are established to fund Refinancing Term Loans of the applicable Refinancing Series hereunder pursuant to a Refinancing Amendment.
“Refinancing Term Loans” means one or more Classes of Term Loans hereunder that result from a Refinancing Amendment.
“Register” has the meaning set forth in Section 10.07(d).
“Regulation T” means Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.
“Regulation U” means Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.
“Regulation X” means Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.
“Reinvestment End Date” has the meaning set forth in Section 2.05(b)(i).
“Rejection Notice” has the meaning specified in Section 2.05(b)(vii).
“Related Indemnified Person” of the Administrative Agent, the Security Trustee, a Lender, an Arranger or a Bookrunner means (a) any controlling Person or controlled Affiliate of such Person,
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(b) the respective directors, officers, or employees of such Person or any of its controlling Persons or controlled Affiliates and (c) the respective agents or representatives of such Person or any of its controlling Persons or controlled Affiliates, in the case of this clause (c), acting on behalf of or at the instructions of such Person, controlling person or such controlled Affiliate; provided that each reference to a controlled Affiliate, director, officer or employee in this definition pertains to a controlled Affiliate, director, officer or employee involved in the negotiation or syndication of this Agreement and the Facilities.
“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.
“Release” means any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing or migrating in, into, onto or through the Environment.
“Released Guarantor” has the meaning specified in Section 11.09.
“Relevant Interbank Market” means the London interbank market or such other interbank market as may be applicable to any Facility to be drawn in an Available Currency.
“Relevant Territory” means:
(a)    a member state of the European Communities (other than Ireland); or
(b)    to the extent not a member state of the European Communities, a jurisdiction with which Ireland has entered into a double taxation treaty that either has the force of law by virtue of section 826(1) of the TCA or which will have the force of law on completion of the procedures set out in section 826(1) of the TCA.
“Replaced Term Loans” has the meaning specified in Section 10.01.
“Replacement Term Loans” has the meaning specified in Section 10.01.
“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the otherwise applicable notice period has been waived by regulation or otherwise by the PBGC.
“Repricing Transaction” means (a) any substantially concurrent prepayment, repayment, refinancing, substitution or replacement of all or a portion of the Term B-5 Loans with the proceeds of, or any conversion of Term B-5 Loans into, any new or replacement tranche of secured, long-term term loans that are broadly marketed or syndicated to banks and other institutional investors, that rank pari passu in right of payment with the Term B-5 Loans, that are secured on the Collateral on a pari passu basis with the Liens securing the Term B-5 Loans, and the primary purpose of which is to, and which does, reduce the All-In Yield applicable to such Term B-5 Loans or (b) any amendment, amendment and restatement or other modification to this Agreement, the primary purpose of which is to, and which does, reduce the All-In Yield applicable to the Term B-5 Loans in lieu of a transaction described in clause (a) above; provided that any refinancing or repricing of any Term B-5 Loans shall not constitute a Repricing Transaction if such refinancing or repricing is in connection with (i) a transaction that would result in a Change of Control, (ii) an Initial Public Offering, (iii) a dividend recapitalization, (iv) a material (in the good faith judgment of the Company or a Permitted Affiliate Parent) acquisition or Investment permitted or not otherwise prohibited under this Agreement (or, in connection therewith, any related increase in Loans and Commitments with respect to then-existing Facilities), (v) a material (in the good faith judgment of the Company or a Permitted Affiliate Parent) disposition permitted or not otherwise prohibited under this Agreement (or, in connection therewith, any related increase in Loans and Commitments with respect to then-existing Facilities). Any determination by the Administrative Agent in connection with clauses (a) and (b) above shall be conclusive and binding on all Lenders, and the Administrative Agent shall have no liability to any such Person with respect to such determination absent bad faith, gross negligence or wilful misconduct.
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“Request for Credit Extension” means (a) with respect to a Borrowing, continuation or conversion, as applicable, of Term Loans or Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.
“Required Class Lenders” means, as of any date of determination, with respect to a Class, Lenders having more than 50% of the sum of (a) the Total Outstandings under the Facility or Facilities comprising such Class (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations relating to Letters of Credit and Swing Line Loans, as applicable, as calculated by the Administrative Agent, under the Facility or Facilities comprising such Class being deemed “held” by such Lender for purposes of this definition) and (b) the aggregate unused Commitments under the Facility or Facilities comprising such Class; provided that the unused Commitments of, and the portion of the Total Outstandings under such Facility or Facilities held, or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of the Required Class Lenders; provided, further, that the Loans of any Affiliated Lender shall be excluded for purposes of making a determination of Required Class Lenders as set forth in Section 10.07(m); provided, further¸ that any Commitments or Loans in relation to which a cancellation or prepayment notice (as applicable) has been delivered in accordance with Section 2.05(a) (to the extent such notice is unconditional and irrevocable) or Section 2.05(b) (to the extent the applicable Lenders have not declined the proceeds from such prepayment pursuant to Section 2.05(b)(vii)) shall be excluded for purposes of making a determination of Required Class Lenders; provided, further, that to the extent that any cancellation or prepayment is not made on the date specified in a relevant prepayment or cancellation notice then the requirement to take into account any such Commitments or Loans under any relevant Facility shall be reinstated with retroactive effect from the date of delivery of such prepayment or cancellation notice.
“Required Lenders” means, as of any date of determination, Lenders having more than 50% of the sum of the (a) Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations relating to Letters of Credit and Swing Line Loans, as calculated by the Administrative Agent, being deemed “held” by such Lender for purposes of this definition), (b) aggregate unused Term Commitments and (c) aggregate unused Revolving Credit Commitments; provided that the unused Term Commitment and unused Revolving Credit Commitment of, and the portion of the Total Outstandings held, or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders; provided, further, that, the Loans of any Affiliated Lender shall be excluded for purposes of making a determination of Required Lenders as set forth in Section 10.07(m); provided, further¸ that any Commitments or Loans in relation to which a cancellation or prepayment notice (as applicable) has been delivered in accordance with Section 2.05(a) (to the extent such notice is unconditional and irrevocable) or Section 2.05(b) (to the extent the applicable Lenders have not declined the proceeds from such prepayment pursuant to Section 2.05(b)(vii)) shall be excluded for purposes of making a determination of Required Lenders; provided, further, that to the extent that any cancellation or prepayment is not made on the date specified in a relevant prepayment or cancellation notice then the requirement to take into account any such Commitments or Loans under any relevant Facility shall be reinstated with retroactive effect from the date of delivery of such prepayment or cancellation notice.
“Required Revolving Credit Lenders” means, as of any date of determination, Revolving Credit Lenders under Revolving Credit Commitments holding more than 50% of the sum of the (a) Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and all L/C Obligations (with the aggregate amount of each Lender’s risk participation (in respect of Letters of Credit) and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition) under the Revolving Credit Commitments and (b) aggregate unused Revolving Credit Commitments; provided that unused Revolving Credit Commitments of, and the portion of the Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and all L/C Obligations held, or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Credit Lenders; provided, further, that any Revolving Credit Commitments or Revolving Credit Loans in relation to which a cancellation or prepayment notice (as applicable) has been delivered in accordance with Section 2.05(a) (to the extent such notice is unconditional and irrevocable) or Section 2.05(b) (to the extent the applicable Lenders have not declined the proceeds from such prepayment pursuant to Section 2.05(b)(vii)) shall be excluded for purposes of making a determination of Required Revolving Credit Lenders; provided, further, that to the extent that any cancellation or prepayment is not made on the date specified in a relevant prepayment or cancellation notice then the requirement to take into account any such Commitments or Loans under any relevant Facility shall be reinstated with retroactive effect from the date of delivery
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of such prepayment or cancellation notice; provided, further, that any Commitments or Loans in respect of any Revolving Credit Commitments that are not Financial Covenant Revolving Credit Commitments shall be excluded for purposes of making a determination of Required Revolving Credit Lenders .
“Responsible Officer” means, with respect to any Person, the chief executive officer, president, vice president, chief financial officer, chief operating officer, chief administrative officer, general counsel, general manager, secretary or assistant secretary, treasurer or assistant treasurer or other similar officer or Person performing similar functions of such Person (including pursuant to powers granted to such person under power of attorney). Any document delivered hereunder that is signed by a Responsible Officer of a Person shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Person and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Person.
“Restricted Group” means the Company, any Permitted Affiliate Parent and any Subsidiary of the Company or of a Permitted Affiliate Parent (including any Borrower), together with any Affiliate Subsidiaries from time to time, but in each case excluding any Unrestricted Subsidiary.
“Revolver Extension Request” has the meaning provided in Section 2.16(b).
“Revolver Extension Series” has the meaning provided in Section 2.16(b).
“Revolving Credit Availability Period” means (a) with respect to the Class B Revolving Credit Commitments, the period from and including the 2020 Amendment Effective Date to and including the date falling 30 days prior to the Maturity Date of the Class B Revolving Credit Commitments; (b) with respect to the Extended Class B Revolving Credit Commitments, the period from and including the 2020 Amendment Effective Date to and including the date falling 30 days prior to the Maturity Date of the Extended Class B Revolving Credit Commitments; (c) with respect to the 2021 Extended Class B Revolving Credit Commitments, the period from and including the 2021 Extension Effective Date to and including the date falling 30 days prior to the Maturity Date of the 2021 Extended Class B Revolving Credit Commitments; and (d) with respect to any other Revolving Credit Commitments, the Revolving Credit Availability Period as defined in the Additional Facility Joinder Agreement, the Refinancing Amendment or the Extension Amendment applicable to such Revolving Credit Commitments.
“Revolving Credit Borrowing” means a borrowing consisting of simultaneo