FOUR-YEAR REVOLVING CREDIT AGREEMENT Dated as of January 19, 2011 among CENTURYLINK, INC., THE LENDERS NAMED HEREIN, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, JPMORGAN CHASE BANK, N.A., as Syndication Agent, BANK OF AMERICA,...Year Revolving Credit Agreement • January 24th, 2011 • Centurylink, Inc • Telephone communications (no radiotelephone) • New York
Page Section 1 DEFINITIONS. 1 1.1. Certain Defined Terms 1 1.2. Accounting Principles. 23 1.3. Other Definitional Provisions 23 Section 2 FACILITIES. 23 2.1. Commitments. 23 2.2. Procedure for Loan Borrowing. 24 2.3. Conversion and Continuation Options. 25 2.4. Fees. 25 2.5. Optional Termination and Reduction of Commitments. 26 2.6. Limitations on Eurodollar Tranches. 27 2.7. Interest Rates and Payment Dates. 27 2.8. Alternate Rate of Interest for LIBOR Loans. 27 2.9. Mandatory and Optional Prepayment of Loans. 28 2.10. Reserve Requirements; Change in Circumstances. 28 2.11. Change in Legality. 30 2.12. Indemnity. 30 2.13. Pro Rata Treatment. 31 2.14. Sharing of Setoffs. 31 2.15. Payments. 31 2.16. Calculation of LIBOR Rate. 32 2.17. Computation of Interest and Fees. 33 2.18. Booking Loans. 33 2.19. Quotation of Rates. 33 2.20. Taxes. 33 2.21. Swingline Commitment 35 2.22. Procedure for Swingline Borrowing; Refunding of Swingline Loans 36 2.23. Defaulting Lenders 37 2.24. Mitigation Ob
FORM OF GUARANTEE AGREEMENT made by THE GUARANTORS PARTY HERETO in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent January 19, 2011Guarantee Agreement • January 24th, 2011 • Centurylink, Inc • Telephone communications (no radiotelephone) • New York
GUARANTEE AGREEMENT, dated as of January 19, 2011, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of January 19, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among CenturyLink, Inc. (the “Borrower”), the Lenders, the Administrative Agent and the other parties thereto.
