Optimum Communications, Inc.

EX-99.1 · PRESS RELEASE OF OPTIMUM, DATED JUNE 1, 2026, REGARDING THE TRANSACTIONS

EX-99.1
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 ea029287101ex99-1.htm
 PRESS RELEASE OF OPTIMUM, DATED JUNE 1, 2026, REGARDING THE TRANSACTIONS

 Exhibit 99.1

 Optimum Launches Effort to Drive a Consensual
Repositioning of its Capital Structure

 ●
 Optimum forms new unrestricted subsidiary to hold the Optimum East Cable business and Optimum’s 50.01% stake in Lightpath, and implements internal reorganization to make the new holdco group financially and operationally independent from its parent, CSC Holdings

 ●
 New unrestricted holdco raises $500 million of capital by privately placing $300 million of preferred units with leading third-party institutional investors and exchanging $200 million of preferred units for Optimum common stock held by Optimum’s controlling stockholder, Next Alt S.à r.l., at $2.50 per share

 ● New unrestricted holdco concurrently commences
cash tender offer for up to $300 million of Optimum common stock held by its public stockholders at $2.50 per share

 ● Optimum announces strategic priorities and
new long-range plan

 LONG ISLAND CITY, N.Y. — June 1, 2026 —
Optimum Communications, Inc. (NYSE: OPTU) (“ Optimum ” and, together with its subsidiaries, the “ Company ”)
today announced a series of transactions designed to protect and maximize stakeholder value (collectively, the “ Transactions ”)
and position the Company for anticipated discussions with an investor group holding funded debt obligations of its wholly owned indirect
subsidiary, CSC Holdings, LLC (“ CSC Holdings ”). The Transactions include:

 (1) an internal reorganization designed to insulate the Company’s unrestricted assets from the potential
adverse impact of CSC Holdings being unable to reach agreement with the holders of its funded debt regarding a comprehensive financial
restructuring;

 (2) a private placement of preferred units in a newly formed unrestricted subsidiary, CSC Investments II LLC
(“ Unsub Topco ”), that holds the Optimum East Cable and Lightpath assets;

 (3) a private exchange of such preferred units for Optimum common stock owned by the Company’s controlling
stockholder, Next Alt S.à r.l. (“ Next Alt ”), and certain members of the board of directors
and executive management of Optimum with respect to a portion of their Optimum common stock, at $2.50 per share; and

 (4) a cash tender offer to Optimum’s unaffiliated stockholders at $2.50 per share, that may be followed
by a registered public exchange that would offer holders of Optimum Class A shares to exchange a similar portion of such shares into the
preferred units in Unsub Topco.

 CSC Holdings currently has $21.8 billion in outstanding
funded debt, including approximately $5.0 billion in outstanding loans and $16.8 billion in outstanding notes (each as of March 31, 2026)
(the “ CSC Holdings Debt ”). Of this total, approximately $6.2 billion matures in 2027, including $4.1 billion
in April 2027 (each as of the same date).

 In June 2024, a group of investors that claim
to hold approximately 99% of the CSC Holdings Debt entered into a Cooperation Agreement (the “ Co-Op Agreement ”
and the parties thereto, the “ Co-Op Group ”), which prevents individual members of the Co-Op Group, or subsets
thereof, from entering into facility-specific or one-off restructuring or financing transactions with CSC Holdings. The Co-Op Agreement
thus severely limits traditional restructuring alternatives, including with respect to the debt that matures in 2027. In view of
the foregoing, the Company has carefully considered its alternatives and has determined that the best path is to pursue a consensual comprehensive
restructuring of the CSC Holdings Debt through a negotiation with the Co-Op Group.

 1

 The Company believes that the measures announced
today will increase the likelihood that the Company will be able to reach a consensual comprehensive deal with the Co-Op Group and will
also mitigate the potential adverse impact that failing to achieve such a resolution could otherwise have on the Company’s assets
and business operations and the value recoverable by its creditors and stockholders.

 In that regard, the Company determined that the
first step would be to enhance the operational and financial independence of the Optimum East Cable business (i.e., its internet, voice
and video operations business in New York, Connecticut, New Jersey and Pennsylvania), which was already part of the “unrestricted”
group under the CSC Holdings Debt documents prior to the Transactions. In pursuit of this objective, the Company designated Unsub
Topco as the unrestricted subsidiary to hold, directly and indirectly, the Company’s equity interests in the unrestricted subsidiaries
that comprise the Optimum East Cable business. Unsub Topco now also holds the Company’s 50.01% stake in Lightpath.

 In addition to consolidating CSC Holdings’
unrestricted equity interests in the Optimum East Cable and Lightpath businesses under Unsub Topco and its subsidiaries (the “ Unsub
Topco Group ”), the Company also caused certain corporate functions, contracts, assets having de minimis value and employees
that complement and support the Optimum East Cable business to be migrated into or assumed by the Unsub Topco Group. The Company has also
amended and restated the existing shared services agreement to maintain the Company’s ordinary-course business operations without
disruption. The resulting new structure, which was implemented in compliance with the terms of the CSC Holding Debt documents,
is intended to maximize value by facilitating the Company’s ability to raise capital supported by the value of the Unsub Topco Group.
The structure has the added benefit of insulating the Optimum East Cable business from any potential consequences of a future default
under the CSC Holdings Debt documents or the failure to reach a consensual comprehensive resolution with the Co-Op Group, including reducing
the possibility that the Unsub Topco Group would file for relief under chapter 11 if the Company determines that it would be prudent for
CSC Holdings to do so.

 On a parallel path with the internal reorganization,
the Company developed a balanced plan to protect Optimum stockholder value and increase flexibility for CSC Holdings by having Unsub Topco
(1) acquire Optimum common stock previously held by Next Alt and certain of Optimum’s directors and executive management at fair
value in exchange for Unsub Topco preferred units; and (2) launch a tender offer to purchase a proportionate amount of Optimum Class A
common stock from its unaffiliated stockholders for an equivalent cash price (the “ Cash Tender ”). Based on its
consideration of a variety of factors, it was determined that Unsub Topco would issue up to approximately $512 million of preferred limited
liability company units, approximately $300 million of which would be raised through the private placement of preferred units to third-party
institutional investors, the proceeds of which would be used to fund the Cash Tender to unaffiliated Optimum stockholders to tender up
to $300 million of their Optimum Class A common stock to Unsub Topco. The remaining $200 million would be in the form of preferred units
being issued to Next Partner, L.P. (“ Next Partner ”), an affiliate of Next Alt, in exchange for a ratable portion
of Next Alt’s Optimum Class A and Class B common stock and approximately $12 million to certain directors and members of executive
management in exchange for a pro rata portion of their Optimum common stock.

 2

 To establish market terms for the Unsub Topco
preferred units, Unsub Topco, acting under the supervision of a special committee of independent managers (the “ Unsub Special
Committee ”), engaged in a rigorous marketing process to raise $300 million of preferred units in a private placement to
institutional investors. The resulting terms, which were ultimately negotiated with and agreed to by leading third-party institutional
investors are described in detail in the Company’s Current Report on Form 8-K filed concurrently with the issuance of this press
release.

 The per-share price for the Next Alt exchange
and the public stockholder Cash Tender was determined after consideration of a variety of factors. A significant factor was the value
that the Company believes could be delivered to holders of CSC Holdings Debt in a consensual restructuring in which those holders receive
equity interests in Optimum — an entity that is neither an obligor nor a guarantor of their debt — rather than equity in,
or assets of, CSC Holdings and/or its subsidiaries. Structuring flexibility for CSC Holdings in this manner would mitigate a potential
multi-billion-dollar U.S. federal income tax liability for which Optimum and its subsidiaries would be jointly and severally liable and
which would otherwise substantially diminish the value of creditor recoveries. The Company considered both the magnitude of this potential
tax liability, the potential reduction of such liability achievable through such a consensual transaction, and the impact such a large
value shift has on the likelihood of reaching a consensual resolution. These factors supported a per-share price of $2.50, which is materially
higher than the current market price.

 Subject to market and other conditions at the
time, if significantly fewer shares are tendered in the Cash Tender than the maximum amount sought in the Cash Tender, Unsub Topco is
currently planning to conduct a registered public exchange, pursuant to which holders of Optimum Class A common stock would have the opportunity
to exchange their shares for an initial stated value of newly issued preferred units in Unsub Topco on substantially similar economic
terms as those available in the private placement and private exchange, up to an amount equal to $300 million less the aggregate purchase
price for shares purchased in the Cash Tender. Please refer to “Potential Public Exchange” in Item 8.01 of the Company’s
Form 8-K filed concurrently with the issuance of this press release.

 The Unsub Special Committee approved entry into
the private placement, private exchange, Cash Tender, and potential public exchange.

 3

 The Company welcomes constructive engagement with
all of its stakeholders and remains prepared to pursue discussions with the Co-Op Group regarding consensual deleveraging transactions.
The Company has released certain information used or to be used in connection with such engagement and discussions.

 Long-Range Plan

 The Company’s Form 8-K filed concurrently
with the issuance of this press release includes materials describing the Company’s long-range plan. The Company is disclosing these
materials in connection with anticipated discussions with the Co-Op Group.

 Operational Continuity

 These Transactions are financial and structural
in nature and do not impact the continuity of Optimum’s day-to-day operations, employees, management team, or operational leadership.
The Company continues to serve its customers and support its partners across all business segments without interruption. The Company will
continue to be supported by the same senior management team, and the Company’s board composition will remain the same in connection
with the Transactions, although certain limited matters relating to the senior management team’s compensation will be delegated
to the Unsub Special Committee.

 U.S. Federal Income Tax Matters

 Optimum is a holding company that conducts its
business largely through subsidiaries that are owned directly or indirectly by CSC Holdings, which is the obligor under the CSC Holdings
Debt. Optimum is not a guarantor or otherwise obligated with respect to the CSC Holdings Debt.

 As noted above, the Company anticipates entering
into discussions with the holders of the CSC Holdings Debt to explore potential restructuring alternatives. In the event of a CSC
Holdings debt restructuring where the CSC Holdings Debt is forgiven or reduced in exchange for the assets of, or equity in, CSC Holdings
or its subsidiaries, a separation (sometimes referred to as a “deconsolidation”) of CSC Holdings and its subsidiaries from
Optimum would occur for U.S. federal income tax purposes. The Company currently estimates that the resulting tax liability, for
which Optimum, CSC Holdings and/or its subsidiaries would be jointly and severally liable, would exceed $4 billion. The likelihood that
this potential tax liability will be crystallized in a restructuring transaction may be materially reduced if the holders of CSC Holdings
Debt and the Company can agree to restructure the debt of CSC Holdings on a consensual basis that does not result in a deconsolidation
event.

 Additional detailed information regarding this
announcement can be found in the Form 8-K filed contemporaneously with this press release.

 4

 Advisors

 Evercore and Altman Solon LP served as the Company’s
placement agent in connection with the issuance of the preferred units and as industry consultant, respectively, and White & Case
LLP and Quinn Emanuel Urquhart & Sullivan, LLP served as legal counsel to the Company in connection with the Transactions.

 About Optimum Communications, Inc.

 Optimum Communications, Inc. (NYSE: OPTU) is one
of the largest broadband communications providers in the United States, delivering high-speed internet, video, mobile, and voice services
to approximately 4.3 million residential and business customers across 21 states. As a brand built for the future, Optimum is committed
to reimagining connectivity and delivering exceptional experiences through next-generation technology and customer-first innovation. The
Company also operates Optimum Media, an advanced advertising and data solutions business that enables local, regional, and national brands
to reach audiences across screens with precision and scale. Additionally, News 12 — its award-winning hyperlocal news network —
provides trusted, community-focused journalism across the tri-state area and beyond.

 Forward-Looking Statements

 Certain statements in this press release constitute
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements
include, but are not limited to, all statements other than statements of historical facts contained in this release, such as those regarding
our intentions, beliefs or current expectations concerning, among other things: our future financial condition and performance, our strategy
to drive long-term growth, our business plans, market conditions, our ability to incur additional indebtedness, our intention to conduct
the Public Exchange Offer and potential strategic opportunities. These forward-looking statements can be identified by the use of forward-looking
terminology, including, without limitation, the terms “may,” “intend,” “expect,” “believe,”
“anticipate,” “plan,” “seek,” “estimate,” “project,” “target,”
“will,” “would,” “could,” “should” and other variations or comparable terminology. There
can be no assurance that any forward-looking statement will result or be achieved or accomplished. To the extent that statements in this
release are not recitations of historical fact, such statements constitute forward-looking statements, which, by definition, involve risks
and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including risks
referred to in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended
December 31, 2025 and subsequent Quarterly Reports on Form 10-Q. You are cautioned not to place undue reliance on our forward-looking
statements. Any forward-looking statement speaks only as of the date on which it was made. Optimum specifically disclaims any obligation
to publicly update or revise any forward-looking statement as of any future date.

 Securities Law Matters

 This press release is not a recommendation to
buy or sell any of the Company’s securities and shall not constitute an offer to purchase or the solicitation of an offer to sell
any securities of the Company. The tender offer is being made exclusively pursuant to the Offer to Purchase described in the Form 8-K
filed concurrently with this press release, the related letter of transmittal and other related materials filed as part of a Schedule
TO filed by the Company with Securities and Exchange Commission. The offer materials are being sent to holders of Optimum Class A shares.
Holders may also obtain free copies of the offer materials online at the website of the SEC at www.sec.gov as exhibits to the Tender Offer
Statement on Schedule TO filed by the Company today with the SEC or from the Company’s information agent in connection with the
offer.

 5

EX-99.2 · PRESENTATION OF OPTIMUM

EX-99.2
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 ea029287101ex99-2.htm
 PRESENTATION OF OPTIMUM

 Exhibit 99.2

 Supplemental Financial Disclosure June 1, 2026

 2 FORWARD - LOOKING STATEMENTS This long - range plan contains forward - looking statements. Forward - looking statements relate to future events and anticipated res ults of operations, business strategies, and other aspects of our operations or operating results. In many cases you can identify forward - looking statements by terminology such as “anticipate,” “intend,” “project,” “estimate,” “continue,” “potential,” “should,” “could,” “may,” “will,” “objective,” “guidance,” “outlook,” “effort,” “expect,” “believe,” “predict,” “budget,” “projection,” “goal,” “pl an,” “forecast,” “target” or similar words or figures for years followed by the letter “E” . All references to financial, operating, and other business information in future periods that do not otherwise include such termi nol ogy but otherwise clearly indicate a future period after the year 2025 are considered forward looking statements. Statements may be forward looking even in the absence of these particular words. Where , i n any forward - looking statement, Optimum Communications expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed t o h ave a reasonable basis. However, there can be no assurance that such expectation or belief will result or be achieved. The actual results of operations can and will be affected by a variety of r isk s and other matters. Other factors that could cause actual results to differ materially from those described in the forward - looking statements include other economic, business, competitive and/or regulator y factors affecting our business generally as set forth in our filings with the Securities and Exchange Commission. Unless legally required, Optimum Communications undertakes no obligation to update pu bli cly any forward - looking statements, whether as a result of new information, future events or otherwise. NON - GAAP FINANCIAL MEASURES We define Adjusted EBITDA, which is a non - GAAP financial measure, as net income (loss) excluding income taxes, non - operating inc ome or expenses, gain (loss) on extinguishment of debt and write - off of deferred financing costs, gain (loss) on interest rate swap contracts, gain (loss) on derivative contracts, gain (loss) on in vestments and sale of affiliate interests, interest expense, net, depreciation and amortization, share - based compensation, restructuring, impairments and other operating items (such as significant legal settleme nts and contractual payments for terminated employees). We define Adjusted EBITDA margin as Adjusted EBITDA divided by total revenue. Adjusted EBITDA eliminates the significant non - cash deprecia tion and amortization expense that results from the capital - intensive nature of our business and from intangible assets recognized from acquisitions, as well as certain non - cash and other operating items that affect the period - to - period comparability of our operating performance. In addition, Adjusted EBITDA is unaffected by our capital and tax structures and by our investment activities. W e b elieve Adjusted EBITDA is an appropriate measure for evaluating our operating performance. Adjusted EBITDA and similar measures with similar titles are common performance measures used by inves tor s, analysts and peers to compare performance in our industry. Internally, we use revenue and Adjusted EBITDA measures as important indicators of our business performance and evaluate mana gem ent’s effectiveness with specific reference to these indicators. We believe Adjusted EBITDA provides management and investors a useful measure for period - to - period comparisons of our core business and operating results by excluding items that are not comparable across reporting periods or that do not otherwise relate to our ongoing operating results. Adjusted EBITDA should be viewed a s a supplement to and not a substitute for operating income (loss), net income (loss), and other measures of performance presented in accordance with U.S. generally accepted accounting principles ( "GA AP"). Since Adjusted EBITDA is not a measure of performance calculated in accordance with GAAP, this measure may not be comparable to similar measures with similar titles used by other com panies. For a reconciliation of Adjusted EBITDA to net income (loss), see Optimum Communications earnings releases posted to the Optimum Communications website for the respective periods. In cert ain periods Adjusted EBITDA is provided on a forward - looking basis. The Company has not included a reconciliation of projected Adjusted EBITDA to net income (loss), which is the most directly c omp arable GAAP measure, in reliance on the unreasonable efforts exception provided under Item 10(e)(1)( i )(B) of Regulation S - K. The Company’s projected Adjusted EBITDA excludes certain items that are inherently uncertain and difficu lt to predict and may significantly impact the projection of net income (loss). Optimum cannot provide a reconciliation to net income (loss) on a forward - looking basis. NOTES + All figures shown are exclusive of CSC Lightpath Holdings LLC (“ Lightpath ”) unless noted. + Figures are rounded independently and may not sum to totals shown. Differences are attributable to rounding only. + East comprises New York, New Jersey, Connecticut, and Pennsylvania . + West comprises Arizona, Arkansas, California, Idaho, Kansas, Kentucky, Louisiana, Mississippi, Missouri, Nevada, New Mexico, Nor th Carolina, Ohio, Oklahoma, Texas, Virginia, and West Virginia.

 3 Optimum Transformation Facing increased competition and an evolving macroeconomic environment, the Optimum Team has stabilized the business, positioning it for growth 1. RESET Comprehensive reset and transformation since 2023 Rebuilt leadership and culture Improved cost controls; implemented financial discipline Strengthened network; established new go - to - market and operational strategy 2. PROGRESS Operational momentum; stronger, more resilient today Investment in convergence strategy; Mobile lines nearly tripled since end of 2022 1 Record margins; stabilizing Adj. EBITDA and ARPU trends Improved capital efficiency 3. GROWTH Disciplined investment in network, CX, offerings, service Multi - gig across nearly entire footprint expected by 2031E Adj. EBITDA 2 YoY growth expected in 2028E, and Revenue YoY growth in 2030E 2031E: ~73% gross margin and ~45% Adj. EBITDA margin Optimum’s clear, growth - oriented strategy and disciplined investments are already improving results. Despite capital constraints , the strategic initiatives underway are expected to stabilize revenue, expand margins, and grow Adj. EBITDA. Notes: 1) From December 2022 to March 2026; 2) Adjusted EBITDA is a non - GAAP financial measure

 4 Optimum Overview Stabilization Underway Improving Long - Term Outlook + Significant improvement amidst competitive pressure + Enabled by strategic refresh of senior leadership team + Disciplined investments (e.g., network modernization) + Adj. EBITDA 1 growth & improved operational KPIs in mid - term Attractive Footprint + Attractive footprint with strong presence in top DMAs + Dense Northeast footprint, fast - growing West 10m passings 3m fiberized High Penetration in Competitive Markets + High penetration in mature , high - competition landscape + 52% of customers are long - term with lifetime >5 years 40%+ penetration in mostly 2+ HSD player markets x 20 25 Outlook met or exceeded all KPIs ~45% Adj. EBITDA margin 1 by ‘31E enabled by strategy Clear Strategy to Pursue Growth + Four - pillar growth strategy to Maximize Platform Value : + Multiple initiatives in implementation phase Simpler, Broader Offers Richer Customer Experience Easier Service Delivery Modern Network Platform Notes: 1) All financial figures shown, including Adj. EBITDA margin, are exclusive of Lightpath . Adjusted EBITDA is a non - GAAP financial measure. Optimum cannot provide a reconciliation to net income (loss) on a forward - looking basis

 5 Attractive Footprint & Penetration Optimum is a high - speed data provider, with ~42% penetration in an attractive footprint + Dense footprint in attractive markets across 21 states, including: Optimum Footprint Summary 1 HFC and Fiber as of December 2025 Optimum Footprint US Overall + 10.0m high - speed passings + 3.1m fiber passings; among top 5 largest U.S. FTTH platforms + ~42% broadband penetration + Attractive footprint demographics 4 : high incomes, above - average household growth $98k $92k 2.1% 1.0% 26% 19% 101 69 Median HH Income Housing Units CAGR ’20 - ’24 MDU % of Housing Units # Business Locations per 1k Housing Units Notes: 1) Footprint based on FCC Broadband Data Collection (BDC) reported HFC and fiber availability as of December 2025; 2) Loc ations served by both HFC and fiber are counted as a single fiber passing; 3) EOY 2025; 4) Demographics based on 2024 ACS data NYC metro area 3 .0m 2.8m 0.1m 4.1m 2.7m 1.5m East - Fiber East - HFC West - Fiber West - HFC Passings 2 Broadband Subs 3 ( % Pen.) 10.0m 4.2m (42%) West East Houston Austin Dallas

 6 Broadband Price Pressure Fixed - Mobile Convergence Video Disruption Programming Costs Increase Intensifying Competition Consumers continue to cord - cut/shave , albeit at a moderating pace New competitors focused on broadband only and Everyday Low Pricing have intensified price competition on broadband offers High - speed broadband competition has increased in recent years, driven by ILEC 1 upgrades, overbuilder entry, and advances in wireless technologies (FWA 2 , LEO 3 ) Increasing prevalence of household Fixed - Mobile Convergence may reduce switching in - market Competitive Evolution Market headwinds require a focused response, with risk mitigation plans in place Contractual escalators and renewal - related increases continue to drive higher per - channel programming costs Notes: 1) Incumbent Local Exchange Carrier – typically referring to AT&T, Verizon, etc.; 2) Fixed Wireless Access; 3) Low Earth Orbit – referring to provision of satellite broadband from Low Earth Orbit satellites

 7 Stabilization Underway Despite these headwinds, management has stabilized performance and achieved goals Revenue Programming & Direct Costs Other Operating Expenses 1 Adj. EBITDA 2 ~$8.6bn $8.6bn ~$2.6bn $2.6bn ~$2.6bn $2.6bn ~$3.4bn $3.4bn excl. i24 3 Full Year 2025 Outlook 4 Full Year 2025 Achieved 4 Cash Capital Expenditures ~$1.3bn $1.3bn New Total Passings Additions +175k +177k Stabilization efforts continue to progress Broadband ARPU Slight growth +1.6% YoY Financial & operational discipline protecting value Structural margin expansion through programming cost optimization Full Year 2025 Highlights Notes: 1) Other Operating Expenses do not include programming and direct costs, depreciation and amortization, share - based compensation , restructuring, impairments and other operating items; 2) Adjusted EBITDA is a non - GAAP financial measure. For a reconciliation to net income (loss), see th e Q4 and Full Year 2025 Optimum Communications earnings release posted to the Optimum Communications website. Full Year 2025 net income (loss) was ($1,833m); 3 ) The company divested its i24 NEWS business (“i24”) in December of 2025. Excluding i24, Full Year 2025 Adjusted EBITDA would have been $3,390m. On a report ed basis, including i24, Full Year 2025 Adjusted EBITDA was $3,336m; 4) Inclusive of Lightpath

 8 Optimum Strategy Management is executing a strategy to maximize platform value ARPU Resilience driven by acceleration of mobile convergence Reduced Churn via convergence, CX enhancements, and ops. improvements Gross Margin Expansion via video repackaging and increased focus on broadband Network Improvement & Win Rate Gains enabled by 96% multi - gig coverage Operating Expense Reduction via increased efficiency and AI - powered tooling Improved Long - Term Cash Flow Generation End - to - end digital customer journeys Richer Customer Experience Converged, customer - value focused offers Simpler, Broader Offers Diagnostics - led care & field efficiency Easier Service Delivery Targeted plant investments Modern Network Platform

 9 Network Modernization The plan involves upgrading nearly the entire network to multi - gig by 2031E 69% 2025A 36% 64% 2026E 52% 48% 2027E 68% 32% 2028E 82% 18% 2029E 89% 30% 2030E 96% 4% 2031E Multi - Gig 2 1 Gig or Less 70% 2024A 31% 9.8m 10.0m 10.2m 10.4m 10.5m 10.7m 10.8m 10.9m 11% +11% Optimum Network Passings 1 (m), 2024A - 2031E  Historical Forecast  Notes: 1) Locations served by both HFC and fiber are counted as a single fiber passing; 2) Includes both Fiber and HFC Invest to further modernize our network by increasing multi - gig passings through both fiber edge - outs and HFC upgrades. This yields: + Differentiation in competitive markets + Greater value for our customers + Improved network reliability and performance + Pathway to continued speed improvements

 10 Long - Range Plan CSC Holdings, LLC excluding CSC Lightpath Holdings LLC The strategy will deliver margin expansion as revenue, EBITDA stabilize post - 2029E Revenue ($bn) Gross Margin (%) CapEx ($bn) CapEx / Revenue (%) Adj. EBITDA ($bn) Adj. EBITDA Margin (%) $8.5 $8.1 $7.6 $7.2 $7.0 $6.8 $6.9 $6.9 ’24 A ’25 A ’26 E ’27 E ’28 E ’29 E ’30 E ’31 E 67% 68% 70% 71% 72% 72% 72% 73% $3.2 $3.0 $2.9 $2.8 $2.8 $2.8 $2.9 $3.1 ’24 A ’25 A ’26 E ’27 E ’28 E ’29 E ’30 E ’31 E $1.3 $1.1 $1.2 $1.4 $1.4 $1.3 $1.2 $1.1 ’24 A ’25 A ’26 E ’27 E ’28 E ’29 E ’30 E ’31 E 37% 38% 38% 38% 39% 41% 43% 45% 15% 14% 15% 19% 20% 20% 17% 17%  Historical Forecast   Historical Forecast  Revenue ($bn) & Gross Margin (%) Excl. CSC Lightpath Holdings LLC Adj. EBITDA 1 ($bn) Excl. CSC Lightpath Holdings LLC CapEx ($bn) Excl. CSC Lightpath Holdings LLC Notes: 1) Adjusted EBITDA is a non - GAAP financial measure  Historical Forecast 

 11 Long - Range Plan CSC Holdings, LLC excluding CSC Lightpath Holdings LLC 2031E 2030E 2029E 2028E 2027E 2026E 2025A 2024A 10.9 10.8 10.7 10.5 10.4 10.2 10.0 9.8 Total Passings (m) 3.8 3.8 3.8 3.8 3.9 4.0 4.2 4.3 Total Broadband Subscribers (m) 1 35% 35% 35% 36% 37% 39% 42% 44% Total Broadband Penetration ($bn) $3.2 $3.1 $3.1 $3.1 $3.2 $3.3 $3.5 $3.6 B2C Broadband Revenue 1.6 1.7 1.8 2.0 2.2 2.6 2.8 3.2 B2C Video and Voice Revenue 2.1 2.0 1.9 1.9 1.7 1.8 1.7 1.7 All Other Revenue 2 $6.9 $6.9 $6.8 $7.0 $7.2 $7.6 $8.1 $8.5 Total Revenue 1.9 1.9 1.9 1.9 2.1 2.3 2.6 2.9 Direct Costs $5.0 $5.0 $4.9 $5.0 $5.1 $5.3 $5.5 $5.7 Gross Profit 73% 72% 72% 72% 71% 70% 68% 67% Gross Margin 1.9 2.0 2.1 2.3 2.4 2.4 2.5 2.5 Operating Expenses 3 $3.1 $2.9 $2.8 $2.8 $2.8 $2.9 $3.0 $3.2 Adjusted EBITDA 4 45% 43% 41% 39% 38% 38% 38% 37% Adj. EBITDA Margin $1.1 $1.2 $1.3 $1.4 $1.4 $1.2 $1.1 $1.3 Capital Expenditures Notes: 1) B2C accounts for ~92% of Total subscribers; 2) Includes B2B, News & Advertising, and Mobile; 3) Operating Expenses do not include programming and direct costs, depreciation and amortization, share - based compensation, restructuring, impairments and other operating items ; 4) Adjusted EBITDA is a non - GAAP financial measure

 12 Long - Range Plan East Operating Group 1 2031E 2030E 2029E 2028E 2027E 2026E 2025A 2024A 6.2 6.1 6.1 6.0 5.9 5.9 5.8 5.7 Total Passings (m) 2.6 2.5 2.5 2.5 2.5 2.6 2.7 2.8 Total Broadband Subscribers (m) 2 41% 42% 42% 42% 43% 44% 46% 49% Total Broadband Penetration ($bn) $2.2 $2.1 $2.1 $2.1 $2.1 $2.1 $2.3 $2.3 B2C Broadband Revenue 1.3 1.4 1.5 1.6 1.8 2.1 2.2 2.4 B2C Video and Voice Revenue 0.6 0.6 0.6 0.6 0.6 0.6 0.6 0.6 All Other Revenue 3 $4.1 $4.1 $4.2 $4.3 $4.5 $4.8 $5.1 $5.4 Total Revenue 1.0 1.0 1.1 1.2 1.3 1.5 1.7 1.9 Direct Costs $3.1 $3.1 $3.1 $3.1 $3.2 $3.3 $3.4 $3.5 Gross Profit 76% 75% 73% 72% 70% 69% 67% 64% Gross Margin 1.1 1.2 1.2 1.3 1.4 1.4 1.4 1.3 Operating Expenses 4 $2.0 $1.9 $1.8 $1.8 $1.8 $1.9 $2.0 $2.1 Adjusted EBITDA 5 49% 46% 44% 41% 40% 40% 40% 39% Adj. EBITDA Margin $0.6 $0.6 $0.8 $0.8 $0.8 $0.7 $0.5 $0.6 Capital Expenditures Notes: 1) East Operating Group consists of broadband, video, & voice operations in East; 2) B2C accounts for ~92% of East sub scr ibers; 3) Excludes News & Advertising and Mobile; 4) Operating Expenses do not include programming and direct costs, depreciation and amortization, share - based compensation, restruc turing, impairments and other operating items; 5) Adjusted EBITDA is a non - GAAP financial measure

 13 Long - Range Plan CSC Holdings Restricted Subsidiaries 1 2031E 2030E 2029E 2028E 2027E 2026E 2025A 2024A 4.7 4.7 4.6 4.5 4.4 4.3 4.2 4.1 Total Passings (m) 1.2 1.2 1.2 1.3 1.3 1.4 1.5 1.6 Total Broadband Subscribers (m) 2 26% 26% 27% 28% 30% 33% 35% 38% Total Broadband Penetration ($bn) $1.0 $1.0 $1.0 $1.0 $1.1 $1.1 $1.3 $1.3 B2C Broadband Revenue 0.3 0.3 0.3 0.4 0.5 0.5 0.6 0.8 B2C Video and Voice Revenue 1.5 1.5 1.4 1.3 1.1 1.2 1.1 1.1 All Other Revenue 3 $2.8 $2.7 $2.7 $2.7 $2.7 $2.8 $3.0 $3.1 Total Revenue 0.9 0.8 0.8 0.7 0.7 0.8 0.9 0.9 Direct Costs $1.9 $1.9 $1.9 $1.9 $2.0 $2.0 $2.1 $2.2 Gross Profit 68% 69% 70% 72% 73% 71% 70% 70% Gross Margin 0.8 0.9 0.9 0.9 1.0 1.1 1.1 1.2 Operating Expenses 4 $1.1 $1.0 $1.0 $1.0 $1.0 $1.0 $1.0 $1.1 Adjusted EBITDA 5 39% 38% 37% 37% 36% 34% 33% 34% Adj. EBITDA Margin $0.6 $0.6 $0.6 $0.6 $0.6 $0.5 $0.6 $0.6 Capital Expenditures Notes: 1) CSC Holdings Restricted Subsidiaries consists of broadband, video, & voice operations in West, Mobile, and News & A dve rtising, excluding NY Interconnect, LLC; 2) B2C accounts for ~93% of West subscribers; 3) Includes News & Advertising and Mobile; 4) Operating Expenses do not include programming and direct costs, depreciation and amortization, share - based compensation, restructuring, impairments and other operating items; 5) Adjusted EBITD A is a non - GAAP financial measure

 14 Simplified Organizational Structure Notes: Debt balances per Optimum Communications, Inc. Form 10 - Q for the quarter ended March 31, 2026. Structure shown for illustrative purposes only and does not represent a complete legal entity structure; unless otherwise indicated, entities shown are wholly - owned subsidiaries; 1) Consis ts of broadband, video, & voice operations in West, Mobile, and News & Advertising; 2) Consists of broadband, video, & voice operations in East Series A Preferred Units (“Preferred Units”) $21.8bn CSC Holdings Funded Debt Optimum Communications, Inc. CSC Holdings, LLC CSC Investments II LLC CSC Lightpath Holdings LLC CSC Cablevision Holdings LLC 50.01% $3.1bn UnSub Group Credit Facility CSC Holdings Restricted Subsidiaries 1 Lightpath UnSub Group $1.7bn Lightpath Secured Fiber Network Revenue Notes East Operating Group 2 CSC Investments LLC

 15 15

EX-99.3 · PRESS RELEASE OF OPTIMUM, DATED JUNE 1, 2026, RELATING TO TENDER OFFER

EX-99.3
 5
 ea029287101ex99-3.htm
 PRESS RELEASE OF OPTIMUM, DATED JUNE 1, 2026, RELATING TO TENDER OFFER

 Exhibit 99.3

 Optimum Subsidiary Announces Launch of Tender
Offer for Shares of Optimum’s Class A Common Stock

 For up to 120,000,000 shares of Class A Common
Stock of Optimum Communications, Inc.

 At a Purchase Price of $2.50 Per Share

 NEW YORK (June 1, 2026) – CSC Investments
II LLC, a Delaware limited liability company (“CSC Investments II”) and a wholly owned subsidiary of Optimum Communications,
Inc. (NYSE: OPTU) (“Optimum”), today announced it has launched a tender offer to purchase up to 120,000,000 shares of Optimum’s
Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”). The consideration for each share of Class A
Common Stock tendered and accepted for purchase pursuant to the tender offer will equal $2.50 (the “Purchase Price”), payable
in cash, less any applicable withholding taxes and without interest. The Purchase Price does not, and will not, include any amount with
respect to dividends. On May 29, 2026, the last full trading day prior to the announcement of the tender offer, the reported closing price
of Optimum’s Class A Common Stock on the New York Stock Exchange was $0.658 per share.

 CSC Investments II currently expects to fund the
tender offer with proceeds from a private placement transaction (as further described in a Form 8-K filed by Optimum on June 1, 2026)
(the “Private Placement Transaction”) and cash on hand.

 Assuming that the tender offer is fully subscribed,
the number of shares of Class A Common Stock that will be purchased is 120,000,000, which represents approximately 42.5% of the issued
and outstanding shares of Class A Common Stock as of May 27, 2026 (or approximately 30.6% of the total issued and outstanding common stock
including both Class A Common Stock and Optimum’s Class B common stock) after giving effect to the Private Exchange Transaction
(as further described in a Form 8-K filed by Optimum on June 1, 2026).

 The tender offer commenced on the date hereof
and will expire at 5:00 p.m., New York City Time, on June 30, 2026 (the “Expiration Time”), unless the offer is extended or
earlier terminated. The tender offer is not conditioned upon any minimum number of shares being tendered, nor subject to any financing
condition. The tender offer is, however, subject to a number of other terms and conditions, as further described in the Offer to Purchase.
Shares of Class A Common Stock tendered pursuant to the Offer to Purchase may be validly withdrawn at any time prior to the Expiration
Time by following the procedures described in the Offer to Purchase.

 If more than 120,000,000 shares of Class A Common
Stock (representing an aggregate purchase price of $300 million) are tendered, the tendered shares will be purchased first, from holders
of “odd lots” of less than 100 shares, second, from all other stockholders on a pro rata basis, and third, from stockholders
whose shares were conditionally validly tendered for which the condition was not initially satisfied, to the extent feasible, by random
lot (to be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares).
Additionally, if shares of Class A Common Stock having an aggregate purchase amount of more than $300 million are tendered in the tender
offer, CSC Investments II may accept for purchase up to an additional 2% of Optimum’s outstanding shares of Class A Common Stock
without extending the Expiration Time.

 Neither CSC Investments II, Optimum, the Board
of Managers of CSC Investments II, the Board of Directors of Optimum, the depositary nor the information agent for the tender offer has
made any recommendation to any stockholder as to whether to tender or refrain from tendering any shares of Class A Common Stock. Neither
CSC Investments II nor Optimum has authorized any person to make any such recommendation. Stockholders must decide whether to tender their
shares of Class A Common Stock and, if so, how many shares to tender. In doing so, stockholders should carefully evaluate all of the information
in the tender offer documents before making any decision with respect to the tender offer, and should consult their own broker or other
financial and tax advisors.

 1

 Optimum’s directors and executive officers
have advised CSC Investments II that they will not participate in the tender offer. Next Alt S.à.r.l. (“Next Alt”),
a personal holding company of Patrick Drahi, who is its controlling stockholder, has informed CSC Investments II that it will not participate
in the tender offer.

 CSC Investments II will pay the Purchase Price
for shares it purchases promptly after the expiration of the tender offer and the acceptance of such shares for payment. CSC Investments
II expects that it may take until at least three business days after the expiration of the tender offer to calculate the final proration
factor, if any, and begin paying for tendered shares.

 The Offer to Purchase will be mailed to record
holders of the Class A Common Stock and will be furnished to brokers, dealers, commercial banks, trust companies or other nominee stockholders
and similar persons whose names, or the names of whose nominees, appear on Optimum’s stockholder list or, if applicable, who are
listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of the Class
A Common Stock. The Offer to Purchase contains important information that stockholders are urged to read before any decision is made with
respect to the tender offer.

 D.F. King & Co., Inc. will serve as information
agent for the tender offer and Equiniti Trust Company, LLC will serve as depositary for the tender offer. For more information about the
tender offer, please contact D.F. King & Co., Inc. at (866) 796-1290.

 Additional Information Regarding the Tender
Offer

 There can be no assurance that CSC Investments
II will complete the equity tender offer on the terms described in this release or at all. This press release is for informational purposes
only. This press release is not a recommendation to buy or sell shares of Class A Common Stock or any other securities, and it is neither
an offer to purchase nor a solicitation of an offer to sell shares of Class A Common Stock or any other securities. A tender offer statement
on Schedule TO-I, including an offer to purchase, a letter of transmittal, and related materials, has been filed with the United States
Securities and Exchange Commission (the “SEC”) by Optimum on the date hereof. The tender offer is being made pursuant to the
offer to purchase, the letter of transmittal, and related materials filed as a part of the Schedule TO-I. Stockholders should read carefully
the offer to purchase, letter of transmittal, and related materials because they contain important information, including the various
terms of, and conditions to, the tender offer. Stockholders are able to obtain a free copy of the tender offer statement on Schedule TO-I,
the offer to purchase, letter of transmittal, and other documents that Optimum has filed with the SEC at the SEC’s website at www.sec.gov,
the investor relations section of Optimum’s website at https://investors.optimum.com, or from the information agent for the tender
offer.

 CSC INVESTMENTS II IS NOT MAKING THE TENDER OFFER
TO (NOR WILL IT ACCEPT ANY TENDER OF SHARES FROM OR ON BEHALF OF) HOLDERS OF SHARES IN ANY JURISDICTION IN WHICH THE MAKING OF THE TENDER
OFFER OR THE ACCEPTANCE OF ANY TENDER OF SHARES WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. HOWEVER, CSC INVESTMENTS
II MAY, AT ITS DISCRETION, TAKE SUCH ACTION AS IT MAY DEEM NECESSARY TO MAKE THE TENDER OFFER IN ANY SUCH JURISDICTION AND EXTEND THE
TENDER OFFER TO HOLDERS OF SHARES IN SUCH JURISDICTION. IN ANY JURISDICTION THE SECURITIES OR BLUE SKY LAWS OF WHICH REQUIRE THE TENDER
OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE TENDER OFFER SHALL BE DEEMED TO BE MADE ON CSC INVESTMENTS II’S BEHALF BY ONE OR
MORE REGISTERED BROKERS OR DEALERS WHICH ARE LICENSED UNDER THE LAWS OF SUCH JURISDICTION.

 Contacts

 Investor Relations

 John Hsu: +1 917 405 2097 / john.hsu@optimum.com

 Sarah Freedman: +1 631 660 8714 / sarah.freedman@optimum.com

 2

 Media Relations

 Lisa Anselmo: +1 516 279 9461 / lisa.anselmo@optimum.com

 Janet Meahan: +1 516 519 2353 / janet.meahan@optimum.com

 About Optimum Communications

 Optimum Communications, Inc. (NYSE: OPTU) is one
of the largest broadband communications and video services providers in the United States, delivering broadband, video, mobile, proprietary
content and advertising services to approximately 4.3 million residential and business customers across 21 states through its Optimum
brand. We operate Optimum Media, an advanced advertising and data business, which provides audience-based, multiscreen advertising solutions
to local, regional and national businesses and advertising clients. We also operate News 12, which is focused on delivering best-in-class
hyperlocal news content.

 Forward-Looking Statements

 Certain statements in this press release constitute
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, statements
regarding the tender offer. These forward-looking statements include, but are not limited to, all statements other than statements of
historical facts contained in this press release, including, without limitation, those regarding our intentions, beliefs or current expectations
concerning, among other things, our ability to complete the tender offer, the number of shares we are able to purchase pursuant to the
tender offer, our future financial condition, liquidity, capital structure and results of operations; our strategy, objectives, prospects
and trends, including driving margin expansion; our 2026 priorities, including, among other things: improving broadband trends (including
simplifying products and pricing and improving convergence and value-added product sell-in), maintaining financial discipline (including
base management, product margin expansion, cost optimization and our AI and automation capabilities) and investing for long-term value
creation (including fiber expansion, network upgrades and investment in technology and tools); our capital structure, including our ability
to address upcoming maturities, refinancing activities, deleveraging initiatives and transformation plans; our subscriber trends (including
broadband, mobile, video and fiber, churn, customer growth, retention, penetration and lifetime value) and competitive dynamics; our go-to-market
strategies and pricing and rate management strategies and the anticipated benefits thereof; network enhancements; future developments
in the markets in which we participate or are seeking to participate; and our ability to execute the tender offer as intended. These forward-looking
statements can be identified by the use of forward-looking terminology, including without limitation the terms “anticipate”,
“believe”, “could”, “estimate”, “expect”, “forecast”, “intend”,
“may”, “opportunity”, “plan”, “project”, “should”, “target”, “outlook”,
or “will” or, in each case, their negative, or other variations or comparable terminology. Where, in any forward-looking statement,
we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed
to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. To
the extent that statements in this press release are not recitations of historical fact, such statements constitute forward-looking statements,
which, by definition, involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied
by such statements including risks referred to in our SEC filings, including our Annual Report on Form 10-K for the fiscal year ended
December 31, 2025 and subsequent Quarterly Reports on Form 10-Q. You are cautioned to not place undue reliance on Optimum Communications’
forward-looking statements. Any forward-looking statement speaks only as of the date on which it was made. Optimum Communications specifically
disclaims any obligation to publicly update or revise any forward-looking statement, as of any future date.

 3

EX-10.1 · FIRST AMENDMENT, DATED MAY 29, 2026, TO AMENDED AND RESTATED CREDIT AGREEMENT, D

EX-10.1
 2
 ea029287101ex10-1.htm
 FIRST AMENDMENT, DATED MAY 29, 2026, TO AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF JANUARY 12, 2026, BY AND AMONG CABLEVISION LITCHFIELD, LLC AND CSC OPTIMUM HOLDINGS, LLC

 Exhibit
10.1

 AMENDMENT
NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT

 This
AMENDMENT NO. 1, dated as of May 29, 2026 (this “ Amendment ”), is made by and among Cablevision of Litchfield,
LLC, a Delaware limited liability company (the “ Borrower Representative ”), CSC Optimum Holdings, LLC, a Delaware
limited liability company (“ CSC Optimum ”), Cablevision Funding LLC, a Delaware limited liability company (“ Cablevision
Funding ” and together with the Borrower Representative and CSC Optimum, collectively the “ Borrowers ”
and each a “ Borrower ”), the Guarantors party hereto, JPMorgan Chase Bank, N.A., as administrative agent (the
“ Administrative Agent ”) and the Lenders party hereto constituting the Required Lenders under and as defined
in the Existing Credit Agreement (as defined below). Except as otherwise provided herein, all capitalized terms used but not defined
herein shall have the meanings given to them in the Existing Credit Agreement.

 RECITALS:

 WHEREAS,
reference is hereby made to the Amended and Restated Credit Agreement, dated as of January 12, 2026, among the Borrowers, the Administrative
Agent, the Lenders party thereto from time to time and the other parties thereto (as amended, supplemented or otherwise modified prior
to the date of this Amendment, the “ Existing Credit Agreement ” and as may be further amended, restated, modified
or supplemented from time to time, including pursuant to this Amendment, the “ Credit Agreement ”);

 WHEREAS,
pursuant to Section 9.08 of the Existing Credit Agreement, this Amendment requires the consent of the Borrowers and Lenders constituting
the Required Lenders;

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

 1.
 Amendment to Existing Credit Agreement.

 Subject
to the satisfaction of the conditions set forth in Section 2 below, the Existing Credit Agreement is hereby amended effective as of the
Amendment No. 1 Effective Date to delete the stricken
text (indicated textually in the same manner as the following example: stricken
text ) and to add the underlined text (indicated textually in the same manner as the following example: underlined
text ) as set forth in the blackline of the conformed copy of the Existing Credit Agreement attached as Exhibit A hereto.

 2.
 Effectiveness. The amendment set forth in Section 1 of this Amendment shall become effective on the date (the “ Amendment
No. 1 Effective Date ”) that each of the conditions set forth below shall have been satisfied:

 (a)
the Administrative Agent shall have received executed counterparts of this Amendment from each of the Borrowers, each of the Guarantors
and Lenders collectively constituting the Required Lenders;

  

 (b)
the Administrative Agent shall have received a certificate signed by a Responsible Officers of the Borrower Representative to the effect
that (i) the representations and warranties set forth in Article III of the Existing Credit Agreement and in each other Loan Document
are true and correct in all material respects (except that this materiality qualifier shall not be applicable to any representation or
warranty that is already qualified by materiality or “Material Adverse Effect”), on and as of the Amendment No. 1 Effective
Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate
to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that
this materiality qualifier shall not be applicable to any representation or warranty that is already qualified by materiality or “Material
Adverse Effect”), on and as of such earlier date and (ii) no Default exists; and

 (c)
the Administrative Agent shall have received from the Borrowers (i) a consent fee for the account of each Lender in the amount separately
agreed between the Borrowers and JPMorgan Chase Funding Inc. and (ii) to the extent invoiced at least one (1) Business Day prior to the
Amendment No. 1 Effective Date, the reasonable fees and charges of Paul Hastings LLP and Milbank LLP in connection with Amendment No.
1.

 3.
 Notices . All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given
as provided in Section 9.01 of the Credit Agreement.

 4.
 Applicable Law . THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER SOUNDING IN CONTRACT OR TORT OR
OTHERWISE) BASED UPON OR ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 5.
 Severability . If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and
enforceability of the remaining provisions of this 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.

 2

 6.
 Counterparts . This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each
of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed
counterpart of a signature page of this Amendment by facsimile transmission or other electronic imaging means shall be effective as delivery
of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,”
and words of like import in this Amendment shall be deemed to include electronic signatures or electronic records, 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 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 law based on the Uniform Electronic
Transmissions Act.

 7.
 Miscellaneous . Except as amended (or deemed amended) or otherwise modified or consented to hereby, the Credit Agreement and other
Loan Documents remain unmodified and in full force and effect. The execution, delivery and effectiveness of this Amendment shall not,
except as expressly provided herein, 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 any of the Loan Documents. Each reference in the Credit Agreement
to “this Amendment”, “hereunder”, “hereof”, “herein” or words of like import referring
to the Credit Agreement, and each reference to the “Credit Agreement”, “thereunder”, “thereof”, “therein”
or words of like import referring to the Credit Agreement in any other Loan Document shall mean and be a reference to the Credit Agreement
as amended hereby. This Amendment shall constitute a Loan Document under the Credit Agreement and the other Loan Documents and, together
with the other Loan Documents, constitute the entire agreement among the parties pertaining to the modification of the Loan Documents
as herein provided and supersede any and all prior or contemporaneous agreements, promises and amendments relating to the subject matter
hereof.

 8.
 Reaffirmation . Subject to any limitation set forth in any Loan Document, each Loan Party hereby (i) ratifies and reaffirms all
of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (ii)
ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including,
without limitation, the grant of security made by such Loan Party pursuant to the Security Documents) and confirms that such liens and
security interests continue to secure the Obligations under the Loan Documents as amended and/or supplemented hereby and (iii) in the
case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations as amended hereby pursuant to the Facility Guaranty.

 [ Signature
Pages to Follow ]

 3

 IN
WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Amendment as of the date
first mentioned above.

 CABLEVISION
 OF LITCHFIELD, LLC

 as
 a Borrower

 By:
 /s/
 Marc Sirota

 Name:
 Marc
 Sirota

 Title:
 Chief
 Financial Officer

 CSC
 OPTIMUM HOLDINGS, LLC

 as
 a Borrower

 By:
 /s/
 Marc Sirota

 Name:
 Marc
 Sirota

 Title:
 Chief
 Financial Officer

 CABLEVISION
 FUNDING LLC

 as
 a Borrower

 By:
 /s/
 Marc Sirota

 Name:

 Marc
 Sirota

 Title:
 Chief
 Financial Officer

 [ Signature
Page to Amendment No. 1 ]

 PETRA
 CABLEVISION CORP.

 CSC
ACQUISITION CORPORATION

 CSC
ACQUISITION - MA, INC.

 CABLEVISION
SYSTEMS BROOKLINE CORPORATION

 CABLEVISION
OF WAPPINGERS FALLS, INC.

 CABLEVISION
OF SOUTHERN WESTCHESTER, INC.

 CABLEVISION
OF OSSINING LIMITED PARTNERSHIP

 CABLEVISION
OF BROOKHAVEN, INC.

 A-R
CABLE SERVICES - NY, INC.

 1111
STEWART CORP.

 ALTICE
CARE HOLDINGS CORP.

 ALTICE
REAL ESTATE CORPORATION

 CABLEVISION
SYSTEMS DUTCHESS CORPORATION

 CABLEVISION
SYSTEMS EAST HAMPTON CORPORATION

 CABLEVISION
SYSTEMS GREAT NECK CORPORATION

 CABLEVISION
SYSTEMS HUNTINGTON CORPORATION

 CABLEVISION
SYSTEMS ISLIP CORPORATION

 CABLEVISION
 SYSTEMS LONG ISLAND CORPORATION

 CABLEVISION SYSTEMS NEW YORK CITY II LLC

 CABLEVISION SYSTEMS SUFFOLK CORPORATION

 CABLEVISION SYSTEMS WESTCHESTER CORPORATION

 CORAM
ROUTE 112 CORPORATION

 CSC
ACQUISITION- NY, INC.

 CSC
TRANSPORT III, INC.

 FROWEIN
ROAD CORP.

 NY
OV LLC

 OV
LLC

 SUFFOLK
CABLE CORPORATION

 SUFFOLK
CABLE OF SHELTER ISLAND, INC.

 SUFFOLK
CABLE OF SMITHTOWN, INC.

 SAMSON
CABLEVISION CORP.

 OPTIMUM
JAMAICA HOLDINGS, LLC

 CSC
TKR HOLDINGS, LLC

 CABLEVISION
SPE GUARANTOR LLC

 NYC
OV SPE GUARANTOR LLC

 NYC
OV ASSETCO LLC

 CABLEVISION
SYSTEMS NEW YORK CITY LLC

 CABLEVISION
 SHARED INFRASTRUCTURE LLC

 NYC OV INFRACO LLC

 as
Guarantors

 By:
 /s/
 Marc Sirota

 Name:
 Marc
 Sirota

 Title:
 Chief
 Financial Officer

 [ Signature
Page to Amendment No. 1 ]

 JPMORGAN CHASE FUNDING INC.,

 as a Leander

 By:
 /s/
 Joseph Ferraiolo

 Name:
 Joseph
 Ferraiolo

 Title:
 Managing
 Director

 [ Signature
Page to Amendment No. 1 ]

 Execution
Version EXHIBIT A

 AMENDED
AND RESTATED CREDIT AGREEMENT

 DATED
AS OF

 January
12, 2026,

 AMONG

 CABLEVISION
OF LITCHFIELD, LLC,

 AS
BORROWER REPRESENTATIVE,

 CSC
OPTIMUM HOLDINGS, LLC,

 AS
A BORROWER,

 EACH
OF THE OTHER LOAN PARTIES PARTY HERETO,

 THE
LENDERS PARTY HERETO,

 JPMORGAN
CHASE BANK, N.A.,

 AS
ADMINISTRATIVE AGENT,

 JPMORGAN
CHASE BANK, N.A.,

 AS
COLLATERAL AGENT

 AND

 J.P.
MORGAN SECURITIES LLC,

 AS
SOLE LEAD ARRANGER AND BOOKRUNNER,

 TABLE
OF CONTENTS

 Page

 ARTICLE
 I Definitions
 1

 SECTION
 1.01.
 Defined
 Terms
 1

 SECTION
 1.02.
 Terms
 Generally
 53 54

 SECTION
 1.03.
 Effectiveness
 of and Effect of Amendment and Restatement
 54 55

 SECTION
 1.04.
 Incremental
 Term Loan Borrower.
 54 55

 SECTION
 1.05.
 [Reserved.]
 55

 SECTION
 1.06.
 [Reserved.]
 55

 SECTION
 1.07.
 [Reserved.]
 55

 SECTION
 1.08.
 Cured
 Defaults
 55 56

 ARTICLE
 II The Credits
 56

 SECTION
 2.01.
 Commitments
 56

 SECTION
 2.02.
 Loans
 56 57

 SECTION
 2.03.
 Borrowing
 Procedure
 57

 SECTION
 2.04.
 Evidence
 of Debt; Repayment of Term Loans
 57 58

 SECTION
 2.05.
 Fees
 57 58

 SECTION
 2.06.
 Interest
 on Term Loans
 58

 SECTION
 2.07.
 Default
 Interest
 58 59

 SECTION
 2.08.
 [Reserved.]
 58 59

 SECTION
 2.09.
 Termination
 or Reduction of Commitments
 58 59

 SECTION
 2.10.
 [Reserved.]
 58 59

 SECTION
 2.11.
 Repayment
 of Borrowings
 58 59

 SECTION
 2.12.
 Voluntary
 Prepayments
 59

 SECTION
 2.13.
 Mandatory
 Prepayments
 59 60

 SECTION
 2.14.
 Reserve
 Requirements; Change in Circumstance
 60

 SECTION
 2.15.
 [Reserved.]
 61

 SECTION
 2.16.
 [Reserved.]
 61

 SECTION
 2.17.
 Pro
 Rata Treatment
 61

 SECTION
 2.18.
 Sharing
 of Setoffs
 61

 SECTION
 2.19.
 Payments
 61 62

 SECTION
 2.20.
 Taxes
 62

 SECTION
 2.21.
 Assignment
 of Commitments Under Certain Circumstances; Duty to Mitigate
 65

 SECTION
 2.22.
 [Reserved.]
 66

 SECTION
 2.23.
 [Reserved.]
 66

 i

 SECTION
 2.24.
 [Reserved.]
 66

 SECTION
 2.25.
 Defaulting
 Lenders
 66

 ARTICLE
 III Representations and Warranties
 67 67

 SECTION
 3.01.
 Existence,
 Qualification and Power
 67 67

 SECTION
 3.02.
 Authorization;
 No Contravention
 68 67

 SECTION
 3.03.
 Governmental
 Authorization; Other Consents
 68 68

 SECTION
 3.04.
 Binding
 Effect
 68 68

 SECTION
 3.05.
 No
 Material Adverse Effect
 69 68

 SECTION
 3.06.
 Litigation
 69 68

 SECTION
 3.07.
 No
 Default
 69 68

 SECTION
 3.08.
 Ownership
of Properties; Liens; Debt
 69 68

 SECTION
 3.09.
 Environmental
 Compliance
 69 69

 SECTION
 3.10.
 Insurance
 70 69

 SECTION
 3.11.
 Taxes
 70 70

 SECTION
 3.12.
 Benefit
 Plans
 71 70

 SECTION
 3.13.
 Subsidiaries;
 Capital Stock
 71 70

 SECTION
 3.14.
 Margin
 Regulations; Investment Company Act
 71 70

 SECTION
 3.15.
 Disclosure
 72 71

 SECTION
 3.16.
 Compliance
 with Laws
 72 71

 SECTION
 3.17.
 Intellectual
 Property; Licenses, Etc
 72 71

 SECTION
 3.18.
 Labor
 Matters
 72 71

 SECTION
 3.19.
 Security
 Documents
 72 71

 SECTION
 3.20.
 Solvency
 73 71

 SECTION
 3.21.
 Employee
 Benefit Plans
 73 72

 SECTION
 3.22.
 Brokers
 73 72

 SECTION
 3.23.
 Trade
 Relations
 73 72

 SECTION
 3.24.
 Material
 Contracts
 73 72

 SECTION
 3.25.
 Financial
 Sanctions List
 74 72

 SECTION
 3.26.
 Sanctions
 74 72

 SECTION
 3.27.
 Anti-Terrorism;
 Anti-Corruption
 74 73

 SECTION
 3.28.
 Material
 Assets
 74 73

 ARTICLE
 IV Conditions of Lending
 75 73

 SECTION
 4.01.
 Conditions
 to Effectiveness
 75 73

 SECTION
 4.02.
 Conditions
 to the Closing Date
 75 74

 SECTION
 4.03.
 Conditions
 to All Credit Extensions
 77 76

 SECTION
 4.04.
 Conditions
 to the Incremental Closing Date
 77 76

 SECTION
 4.05.
 Matters
 applicable to All Term Loans
 78 77

 ii

 ARTICLE
 V Affirmative Covenants
 78 77

 SECTION
 5.01.
 Projections
 78 77

 SECTION
 5.02.
 Certificates;
 Other Information
 79 78

 SECTION
 5.03.
 Notices
 79 78

 SECTION
 5.04.
 Payment
 of Obligations
 80 79

 SECTION
 5.05.
 Preservation
 of Existence
 80 79

 SECTION
 5.06.
 Maintenance
 of Properties
 81 80

 SECTION
 5.07.
 Maintenance
 of Insurance
 81 80

 SECTION
 5.08.
 Compliance
 with Laws
 81 80

 SECTION
 5.09.
 Books
 and Records; Accountants
 81 80

 SECTION
 5.10.
 Inspection
 Rights
 81 80

 SECTION
 5.11.
 Use
 of Proceeds
 81 81

 SECTION
 5.12.
 Information
 Regarding the Collateral
 82 81

 SECTION
 5.13.
 Further
 Assurances and Post-Closing Covenant
 82 81

 SECTION
 5.14.
 Guarantee
 and Security Requirements
 83 82

 SECTION
 5.15.
 [Reserved.]
 84 83

 SECTION
 5.16.
 [Reserved.]
 84 83

 SECTION
 5.17.
 Sanctions
 84 83

 ARTICLE
 VI Negative Covenants
 85 84

 SECTION
 6.01.
 Prohibition
 on Liability Management Exercises
 85 84

 SECTION
 6.02.
 Prohibition
 on Outside Accounts
 86 85

 SECTION
 6.03.
 [Reserved.]
 86 85

 SECTION
 6.04.
 Limitation
 on Indebtedness
 86 85

 SECTION
 6.05.
 Limitation
 on Restricted Payments
 90 89

 SECTION
 6.06.
 Limitation
 on Liens
 92 91

 SECTION
 6.07.
 Limitation
 on Restrictions on Distributions from Subsidiaries
 92 92

 SECTION
 6.08.
 Limitation
 on Sales of Assets and Subsidiary Stock
 95 94

 SECTION
 6.09.
 Limitation
 on Affiliate Transactions
 96 95

 SECTION
 6.10.
 Reports
 98 98

 SECTION
 6.11.
 [Reserved.]
 101 100

 SECTION
 6.12.
 Impairment
 of Security Interests
 101 100

 SECTION
 6.13.
 Intercreditor
 Agreements
 102 101

 SECTION
 6.14.
 Lines
 of Business
 103 102

 SECTION
 6.15.
 Amendments
 to the Shared Services Agreement
 103 102

 SECTION
 6.16.
 Additional
 Guarantors
 103

 SECTION
 6.17.
 Delaware
 LLC Divisions
 103 103

 SECTION
 6.18.
 Merger
 and Consolidation of either Borrower
 104 103

 iii

 SECTION
 6.19.
 Merger
 and Consolidation of the Guarantors
 104 103

 ARTICLE
 VII Events of Default
 105 104

 SECTION
 7.01.
 Events
 of Default
 105 104

 SECTION 7.02.
 Application of
 Funds
 108 109

 ARTICLE
 VIII The Administrative Agent; Etc.
 109 109

 SECTION
 8.01.
 Authorization
 and Action
 109 109

 SECTION
 8.02.
 Administrative
 Agent’s Reliance, Limitation of Liability, Etc
 111 112

 SECTION
 8.03.
 [Reserved.]
 113 113

 SECTION
 8.04.
 [Reserved.]
 113 113

 SECTION
 8.05.
 Successor
 Administrative Agent
 113 113

 SECTION
 8.06.
 Acknowledgements
 of Lenders
 114 114

 SECTION
 8.07.
 Collatera l
 Matters
 116 117

 SECTION
 8.08.
 Credit
 Bidding
 116 118

 ARTICLE
 IX Miscellaneous
 117 118

 SECTION
 9.01.
 Notices;
 Electronic Communications
 117 118

 SECTION
 9.02.
 Survival
 of Agreement
 120 121

 SECTION
 9.03.
 Binding
 Effect
 121 121

 SECTION
 9.04.
 Successors
 and Assigns
 121 121

 SECTION
 9.05.
 Expenses;
 Indemnity
 125 125

 SECTION
 9.06.
 Right
 of Setoff
 127 127

 SECTION
 9.07.
 Applicable
 Law
 127 127

 SECTION
 9.08.
 Waivers;
 Amendment
 128 128

 SECTION
 9.09.
 Interest
 Rate Limitation
 130 129

 SECTION
 9.10.
 Entire
 Agreement
 130 129

 SECTION
 9.11.
 Waiver
 of Jury Trial
 130 129

 SECTION
 9.12.
 Severability
 130 129

 SECTION
 9.13.
 Counterparts
 130 129

 SECTION
 9.14.
 Headings
 131 130

 SECTION
 9.15.
 Jurisdiction;
 Consent to Service of Process
 131 130

 SECTION
 9.16.
 Confidentiality
 131 131

 SECTION
 9.17.
 Lender
 Action; Intercreditor Agreement
 132 131

 SECTION
 9.18.
 USA
 PATRIOT Act Notice
 133 132

 SECTION
 9.19.
 No
 Fiduciary Duty
 133 132

 SECTION
 9.20.
 Release
 of Liens
 133 132

 SECTION
 9.21.
 Judgment
 Currency
 134 134

 SECTION
 9.22.
 Acknowledgement
 Regarding Any Supported QFCs
 135 134

 SECTION
 9.23.
 Prohibition
 Regarding Cooperation Agreements
 136 135

 iv

 SCHEDULES

 Schedule 1.01 - Initial
 Loan Parties

 Schedule
2.01 - Lenders
 and Commitments

 Schedule
3.01 - Organizational
 Information of Loan Parties

 Schedule 3.08(c) - Existing
 Indebtedness

 Schedule 3.13 - Subsidiaries
 and Capital Stock

 Schedule 3.21 - Employee
 Benefit Plans

 Schedule
5.13 - Post-Closing

 Schedule
5.13(c) - Post-Incremental
 Closing

 Schedule
6.05 - Existing
 Investments

 Schedule 6.06 - Existing
 Liens

 Schedule 6.08 - Existing
 Asset Dispositions

 Schedule 6.09 - Existing
 Affiliate Transactions

 Schedule 9.01(a) - Borrowers’
 Website Address

 Schedule 9.01(b) - Administrative
 Agent’s Notice and Account Information

 EXHIBITS

 Exhibit
A - Form
 of Administrative Questionnaire

 Exhibit B - Form
 of Assignment and Acceptance

 Exhibit
C - Form
of Borrowing Request

 Exhibit
D-1 - Form
 of Equal Priority Intercreditor Agreement

 Exhibit
D-2 - First
 Lien/Second Lien Intercreditor Agreement

 Exhibit
E - [Reserved]

 Exhibit F-1 - Form
of Facility Guaranty

 Exhibit F-2 - Form
 of Pledge and Security Agreement

 Exhibit G - Form
 of Promissory Note

 Exhibits
H-1 to 4 - Forms
 of Non-Bank Tax Certificates

 Exhibit I - Form
of Solvency Certificate

 Exhibit J - Form
 of Compliance Certificate

 v

 AMENDED
AND RESTATED CREDIT AGREEMENT, dated as of January 12, 2026 (as amended,
amended and restated, supplemented or otherwise modified from time to time, this “ Agreement ”), among Cablevision
of Litchfield, LLC, a Delaware limited liability company (the “ Borrower Representative ”), CSC Optimum Holdings,
LLC, a Delaware limited liability company (together with the Borrower Representative, and, after the appointment of the Incremental Term
Loan Borrower as the Incremental Term Loan Borrower in accordance with Section 1.04 hereof, the Incremental Term Loan Borrower, the “ Borrowers ”
and each a “ Borrower ”) each of the Guarantors, the Lenders (such term and each other capitalized term used
but not defined in this introductory statement having the meaning given it in Article I) party hereto and JPMorgan Chase Bank, N.A.,
as administrative agent (in such capacity the “ Administrative Agent ”) for the Lenders and as collateral agent
(in such capacity, the “ Collateral Agent ”) for the Lenders.

 WHEREAS,
the Borrowers, the Administrative Agent, the Collateral Agent and the lenders party thereto (collectively, the “ Original
Lenders ”) previously entered into that certain Credit Agreement, dated as of November 25, 2025 (as heretofore amended,
supplemented, amended and restated, supplemented or otherwise modified immediately prior to the effectiveness of this Agreement, the
“ Original Credit Agreement ”), under which, among other things, the Original Lenders agreed to extend credit
in the form of Initial Term Loans on the Closing Date, in an initial aggregate principal amount equal to $2,000 million;

 WHEREAS,
the Borrowers have requested the Incremental Lender (as defined below) to extend credit in the form of Incremental Term Loans on the
Incremental Closing Date (as defined below), in an initial aggregate principal amount not in excess of $1,100 million and the Lenders
are willing to extend such credit to the Borrowers on the terms and subject to the conditions set forth herein; and

 WHEREAS,
the Borrower, the Administrative Agent, the Collateral Agent and the Lenders party to the Original Credit Agreement immediately prior
to the Incremental Closing Date have agreed to amend and restate in its entirety the Original Credit Agreement in the form hereof. The
amendment and restatement of the Original Credit Agreement evidenced by this Agreement shall become effective on the Incremental Closing
Date pursuant to Section 4.04.

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

 ARTICLE
I

 Definitions

 SECTION
1.01. Defined Terms . Defined terms used in this Agreement shall have the meanings specified below:

 “ ABS
Borrower ” means Cablevision Funding LLC, a Delaware limited liability company.

 “ ABS
Holdings ” means Cablevision SPE Guarantor LLC, a Delaware limited liability company.

 1

 “ ABS
InfraCos ” means, collectively, Cablevision Shared Infrastructure LLC, a Delaware limited liability company and NYC OV InfraCo
LLC, a Delaware limited liability company.

 “ ABS
Loan Agreement ” shall mean the Receivables Facility Loan and Security Agreement, dated as of July 16, 2025, by and among
the ABS Borrower, ABS Holdings, , the other ABS Loan Parties signatory thereto from time to time, each of the financial institutions
from time to time party thereto as lenders, Alter Domus (US) LLC, as administrative agent, Citibank, N.A., as Account Bank (as defined
therein), Citibank, N.A., as collateral agent, and Goldman Sachs Bank USA and TPG Angelo Gordon, as structuring agents, as may be amended
or supplemented from time to time prior to the Incremental Closing Date.

 “ ABS
Loan Documents ” shall have the meaning ascribed to the term “Transaction Documents” in the ABS Loan Agreement.

 “ ABS
Loan Parties ” means, collectively, Cablevision Funding LLC, a Delaware limited liability company, Cablevision Systems New
York City LLC, a Delaware limited liability company, NYC OV AssetCo LLC, a Delaware limited liability company, Cablevision SPE Guarantor
LLC, a Delaware limited liability company and NYC OV SPE Guarantor LLC, a Delaware limited liability company.

 “ ABS
Refinancing ” shall mean the payment in full of all indebtedness and other obligations (other than unasserted contingent
obligations) (and termination of commitments thereunder and release of all guarantees, liens and security interests related thereto)
of the ABS Loan Parties with respect to the ABS Loan Agreement.

 “ ABS
Transaction Documents ” shall mean collectively, the ABS Loan Documents, the Trademark License Agreement, dated as of July
16, 2025, by and between the ABS Transaction Parties party thereto and CSC, and any other access and/or shared services agreements between
CSC or any of its Subsidiaries (other than a Group Member) and a Group Member, entered into pursuant to the ABS Loan Documents.

 “ ABS
Transaction Parties ” shall mean collectively, the ABS Loan Parties and the ABS InfraCos.

 “ Additional
Intercreditor Agreement ” means a Junior Debt Additional Intercreditor Agreement and/or a Pari Passu Debt Additional Intercreditor
Agreement, as the context may require.

 “ Administrative
Agent ” shall have the meaning assigned to such term in the introductory statement to this Agreement.

 “ Administrative
Agent Fees ” shall have the meaning assigned to such term in Section 2.05.

 “ Administrative
Questionnaire ” shall mean an Administrative Questionnaire in the form
of Exhibit A, or such other form as may be supplied from time to time by the Administrative Agent.

 “ Affiliate”
of any specified Person shall mean any other Person, directly or indirectly, controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person
shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative
to the foregoing.

 2

 “ Affiliate
Transactions ” shall have the meaning assigned to such term in Section 6.09(a).

 “ Agent
Fee Letter ” shall mean that certain Agent Fee Letter, dated as of November 25, 2025, among the Borrowers and the Administrative
Agent.

 “ Agents ”
shall have the meaning assigned to such term in Article VIII.

 “ Agreement
Currency ” shall have the meaning assigned to such term in Section 9.21.

 “ Amendment
No. 1 ” means Amendment No. 1 to this Agreement, dated as of May 29,
2026, by and among the Loan Parties and the Lenders party thereto.

 “ Amendment
No. 1 Effective Date ” has the meaning set forth in Amendment No. 1.

 “ Amendment
No. 1 Engagement Letter ” means that certain Engaged Letter, dated as of
the Amendment No. 1 Effective Date, by and among the Borrowers and J.P. Morgan Securities LLC.

 “ Amendment
No. 1 Fee Letter ” means that certain Fee Letter, dated as of the Amendment No. 1 Effective Date, by and among the Borrowers
and JPMCF.

 “ Amortization
Period ” shall mean each period commencing on the first date on which the Combined Gross Pari Passu Leverage Ratio exceeds
2.50:1.00 and ending on the first date thereafter when the Combined Gross Pari Passu Leverage Ratio on such date does not exceed 2.50:1.00.

 “ Applicable
Premium ” means, with respect to any Term Loan that is repaid or prepaid on any date (including following acceleration
of the maturity of such Term Loan pursuant to Article VII), an amount equal to the amount of interest that would have accrued on such
Term Loan from the date of repayment or prepayment to the Maturity Date at the Applicable Rate assuming the full amount of such Term
Loan remained outstanding during such period.

 “ Applicable
Rate ” shall mean a percentage per annum equal to 9.00%.

 “ Arranger ”
shall mean J.P. Morgan Securities LLC in its capacity as sole lead arranger and bookrunner for this Agreement, the Initial Term Loans
and the Incremental Term Loans.

 3

 “ Asset
Disposition ” shall mean, with respect to the Loan Parties and the Subsidiaries, any direct or indirect sale, lease (other
than an operating lease entered into in the ordinary course of business), transfer, issuance or other disposition, or a series of related
sales, leases (other than operating leases entered into in the ordinary course of business), transfers, issuances or dispositions that
are part of a common plan, of shares of Capital Stock of a Subsidiary (other than directors’ qualifying shares), property or other
assets (each referred to for the purposes of this definition as a “disposition”) by the Loan Parties or the Subsidiaries,
including any disposition by means of a merger, consolidation or similar transaction; provided that the sale, lease, transfer,
issuance or other disposition of all or substantially all of the assets of the Loan Parties and the Subsidiaries taken as a whole will
be governed by the provisions of Section 7.01(i) hereof and Sections 6.18 and 6.19 and not by the provisions of Section 6.08. Notwithstanding
the preceding provisions of this definition, the following items shall not be deemed to be Asset Dispositions:

 (a) a
 sale, lease, transfer, issuance or other disposition, or a series of related sales, leases,
 transfers, issuances or dispositions that are part of a common plan, by (x) a Loan Party
 or Subsidiary to a Loan Party, (y) by a Subsidiary that is not a Loan Party to any other
 Subsidiary that is not a Loan Party or (z) by a Loan Party to any Subsidiary that is not
 a Loan Party in the ordinary course of business so long as, the fair market value of all
 such dispositions made pursuant to this clause (a)(z) in any calendar year shall not exceed
 $5 million;

 (b) a
 sale, lease, transfer, issuance or other disposition, or a series of related sales, leases,
 transfers, issuances or dispositions that are part of a common plan, of cash, Cash Equivalents,
 Temporary Cash Investments or Investment Grade Securities;

 (c) a
 sale, lease, transfer, issuance or other disposition, or a series of related sales, leases,
 transfers, issuances or dispositions that are part of a common plan, of inventory, consumer
 equipment, trading stock, communications capacity or other assets in the ordinary course
 of business;

 (d) a
 sale, lease, transfer, issuance or other disposition, or a series of related sales, leases,
 transfers, issuances or dispositions that are part of a common plan, of obsolete, surplus
 or worn out equipment or other assets or equipment or other similar assets that are no longer
 useful in the conduct of the business of the Loan Parties and the Subsidiaries;

 (e) [reserved];

 (f) an
 issuance of Capital Stock by a Loan Party or Subsidiary to a Loan Party or by any other Group
 Member to its direct Parent;

 (g) any
 sale, lease, transfer, issuance or other disposition, or any series of related sales, leases,
 transfers, issuances or dispositions that are part of a common plan, of Capital Stock, properties
 or assets in a single transaction or series of related transactions with a fair market value
 (as determined in good faith by the Board of Directors of the Borrower Representative) not
 to exceed $5 million per calendar year in the aggregate;

 (h) any
 Restricted Payment that is permitted to be made under Section 6.05, any transaction specifically
 excluded from the definition of Restricted Payment and the making of any Permitted Payment
 and Permitted Investment;

 (i) the
 granting of Liens not prohibited by Section 6.06;

 (j) a
 sale, lease, transfer, issuance or other disposition, or a series of related sales, leases,
 transfers, issuances or dispositions that are part of a common plan, of receivables or related
 assets in connection with the compromise, settlement or collection thereof in the ordinary
 course of business or in bankruptcy or similar proceedings and exclusive of factoring or
 similar arrangements;

 4

 (k) the
 licensing or sublicensing of intellectual property or other general intangibles and licenses,
 sublicenses, leases, subleases of other property, in each case, in the ordinary course of
 business;

 (l) foreclosure,
 condemnation, eminent domain or any similar action with respect to any property or other
 assets;

 (m) the
 sale or discount (with or without recourse, and on customary or commercially reasonable terms)
 of tax receivables and factoring accounts receivable or notes receivable arising in the ordinary
 course of business, or the conversion or exchange of accounts receivable for notes receivable;

 (n) sales,
 transfers or dispositions of receivables and related assets in the ordinary course of business;

 (o) [reserved];

 (p) any
 sale, lease, transfer, issuance or other disposition, or any series of related sales, leases,
 transfers, issuances or dispositions that are part of a common plan, of Capital Stock of
 a Subsidiary pursuant to an agreement or other obligation with or to a Person (other than
 a Loan Party or a Subsidiary) from whom such Subsidiary was acquired, or from whom such Subsidiary
 acquired its business and assets (having been newly formed in connection with such acquisition),
 made as part of such acquisition and in each case comprising all or a portion of the consideration
 in respect of such sale or acquisition;

 (q) any
 surrender or waiver of contract rights or the settlement, release or surrender of contract,
 tort or other claims of any kind;

 (r) a
 sale, lease, transfer, issuance or other disposition, or a series of related sales, leases,
 transfers, issuances or dispositions that are part of a common plan, of, assets, as set forth
 on Schedule 6.08;

 (s) [reserved];

 (t) [reserved];

 (u) dispositions
 of property to the extent that (i) such property is exchanged for credit against the purchase
 price of similar replacement property that is purchased within 270 days thereof or (ii) an
 amount equal to the Net Available Cash of such disposition are applied to the purchase price
 of such replacement property (which replacement property is purchased within 270 days thereof);

 (v) the
 lapse, abandonment or other disposition of intellectual property rights in the ordinary course
 of business, which in the reasonable good faith determination of the Borrower Representative
 are no longer commercially reasonable to maintain or are not material to the conduct of the
 business of the Loan Parties and the Subsidiaries taken as a whole;

 5

 (w) [reserved];

 (x) to
 the extent allowable under Section 1031 of the Code, or any comparable or successor provision,
 any exchange of like property (excluding any boot thereon) for use in a Similar Business;

 (y) sales,
 transfers and other dispositions of Investments in joint ventures to the extent required
 by, or made pursuant to, customary buy/sell arrangements between the joint venture parties
 set forth in joint venture arrangements and similar binding arrangements; and

 (z) contractual
 arrangements under long-term contracts with customers entered into by a Loan Party or a Subsidiary
 in the ordinary course of business which are treated as sales for accounting purposes; provided
 that there is no transfer of title in connection with such contractual arrangement.

 In
the event that a transaction (or a portion thereof) meets the criteria of more than one of the categories described in clauses (a) through
(z) above or such transaction (or a portion thereof) would also be a permitted Restricted Payment or Permitted Investment, the Borrower
Representative, in its sole discretion, will be entitled to divide and classify such transaction (or a portion thereof), and from time
to time reclassify such transaction (or a portion thereof), into one or more such categories and/or one or more of the types of permitted
Restricted Payments or Permitted Investments.

 “ Assignment
and Acceptance ” shall mean an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted
by the Administrative Agent, in the form of Exhibit B or such other form as shall be approved by the Administrative Agent.

 “ Associate ”
means (i) any Person engaged in a Similar Business of which a Group Member are the legal and beneficial owners of between 20% and 50%
of all outstanding Voting Stock and (ii) any joint venture engaged in a Similar Business entered into by a Group Member.

 “ BA ”
shall have the meaning assigned to such term in Section 3.27.

 “ Bankruptcy
Code ” shall mean Title 11, United States Bankruptcy Code of 1978, as amended.

 “ Bankruptcy
Law ” shall mean (a) the Bankruptcy Code of the United States and (b) any other law of the United States (or, in each case,
any political subdivision thereof) or any other jurisdiction or any political subdivision thereof relating to bankruptcy, insolvency,
receivership, winding-up, liquidation, reorganization or relief of debtors or any amendment to, succession to or change in any such law.

 “ Beneficial
Owner ” shall have the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in
calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange
Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the
right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after
the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

 6

 “ Board ”
shall mean the Federal Reserve Board of the United States of America.

 “ Board of Directors ” shall mean (1) with
respect to any corporation, the board of directors or managers, as applicable, of the corporation, or any duly authorized committee thereof;
(2) with respect to any partnership, the board of directors or other governing body of the general partner of the partnership or any
duly authorized committee thereof; and (3) with respect to any other Person, the board or any duly authorized committee of such Person
serving a similar function. Unless otherwise specified in this Agreement, whenever any provision of this Agreement requires any action
or determination to be made by, or any approval of, a Board of Directors, such action, determination or approval shall be deemed to have
been taken or made if approved by a majority of the directors on any such Board of Directors (whether or not such action or approval
is taken as part of a formal board meeting or as a formal board approval); provided that any action required to be taken under
this Agreement by the Board of Directors of the Borrower Representative can, in the alternative, at the option of the Borrower Representative,
be taken by the Listed Entity and its successors or any Subsidiary thereof that is a Parent of the Borrower Representative.

 “ Borrower ”
shall have the meaning assigned to such term in the introductory statements to this Agreement.

 “ Borrower
Representative ” shall have the meaning assigned to such term in the introductory statements to this Agreement.

 “ Borrower
Materials ” shall have the meaning assigned to such term in Section 9.01.

 “ Borrowing
Date ” shall have the meaning assigned to such term in Section 4.03.

 “ Borrowing
Request ” shall mean a request by the Borrower Representative in accordance
with the terms of Article II in relation to a Term Loan, substantially in the form set out in Exhibit C, or such other form as shall
be approved by the Administrative Agent.

 “ Business
Day ” shall mean 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.

 “ Capital
Stock ” of any Person shall mean any and all shares of, interests, rights to purchase, warrants or options for, participation
or other equivalents of, or partnership or other interests in (however designated), equity of such Person, including any Preferred Stock,
but excluding any debt securities convertible into such equity.

 “ Capitalized
Lease Obligations ” shall mean an obligation that is required to be classified and accounted for as a financing lease for
financial reporting purposes on the basis of GAAP. For the avoidance of doubt, operating leases will not be deemed Capitalized Lease
Obligations.

 “ Captive
Insurance Affiliate ” shall mean an Affiliate of the Group Members established for the purpose of, and to be engaged solely
in the business of, insuring the businesses or facilities owned or operated
the Group Members or their Affiliates or to insure related or unrelated businesses.

 7

 “ Cash
Equivalents ” shall mean:

 (a) securities
 issued or directly and fully Guaranteed or insured by the United States Government, Canada,
 the United Kingdom, Switzerland or any member state of the European Union, in each case,
 any agency or instrumentality of thereof ( provided that the full faith and credit
 of such country or such member state is pledged in support thereof), having maturities of
 not more than two years from the date of acquisition;

 (b) certificates
 of deposit, time deposits, time deposits, overnight bank deposits or bankers’ acceptances
 having maturities of not more than one year from the date of acquisition thereof issued by
 a bank or trust company (a) whose commercial paper is rated at least “A-1” or
 the equivalent thereof by S&P or at least “P-1” or the equivalent thereof
 by Moody’s (or if at the time neither is issuing comparable ratings, then a comparable
 rating of another Nationally Recognized Statistical Rating Organization) or (b) (in the event
 that such bank or trust company does not have commercial paper which is rated) having combined
 capital and surplus in excess of $500 million;

 (c) repurchase
 obligations with a term of not more than 30 days for underlying securities of the types described
 in clauses (a) and (b) above entered into with any bank meeting the qualifications specified
 in clause (b) above;

 (d) commercial
 paper rated at the time of acquisition thereof at least “A-2” or the equivalent
 thereof by S&P or “P-2” or the equivalent thereof by Moody’s or carrying
 an equivalent rating by a Nationally Recognized Statistical Rating Organization, if both
 of the two named rating agencies cease publishing ratings of investments or, if no rating
 is available in respect of the commercial paper, the issuer of which has an equivalent rating
 in respect of its long-term debt, and in any case maturing within one year after the date
 of acquisition thereof;

 (e) readily
 marketable direct obligations issued by any state of the United States of America, the United
 Kingdom, Switzerland, Canada, any member of the European Union or any political subdivision
 thereof, in each case, having one of the two highest rating categories obtainable from either
 Moody’s or S&P (or, if at the time, neither is issuing comparable ratings, then
 a comparable rating of another Nationally Recognized Statistical Rating Organization) with
 maturities of not more than two years from the date of acquisition;

 (f) Indebtedness
 or Preferred Stock issued by Persons with a rating of “BBB” or higher from S&P
 or “Baa3” or higher from Moody’s (or, if at the time, neither is issuing
 comparable ratings, then a comparable rating of another Nationally Recognized Statistical
 Rating Organization) with maturities of 12 months or less from the date of acquisition;

 (g) bills
 of exchange issued in the United States, Canada, a member state of the European Union, Switzerland
 or the United Kingdom, eligible for rediscount at the relevant central bank and accepted
 by a bank (or any dematerialized equivalent); and

 8

 (h) interests
 in any investment company, money market or enhanced high yield fund which invests 95% or
 more of its assets in instruments of the type specified in clauses (a) through (g) above.

 “ CERCLA ”
shall mean the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.

 “ CERCLIS ”
shall mean the Comprehensive Environmental Response, Compensation, and Liability Information System maintained by the United States Environmental
Protection Agency.

 “ CFC ”
shall mean a “controlled foreign corporation” within the meaning of Section 957(a) of the Internal Revenue Code of 1986,
as amended.

 “ CFC
Holdco ” shall mean a Subsidiary that has no material assets other than equity interests in and/or indebtedness of, each
as determined for U.S. federal income tax purposes, one or more Foreign Subsidiaries that are CFCs, including the indirect ownership
of such equity interests or indebtedness through one or more CFC Holdcos that have no other material assets.

 “ Change
in Law ” shall mean 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. For purposes of this definition, the Dodd-Frank Wall Street Reform and Consumer
Protection Act and all rules, regulations, orders, requests, guidelines or directives thereunder or in connection therewith and all requests,
rules, guidelines or directives concerning capital adequacy known as “Basel III” and promulgated either by the Bank for International
Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by the United States or foreign regulatory
authorities pursuant thereto, are deemed to have been adopted and gone into effect after the date of this Agreement.

 “ Change
of Control ” shall mean the occurrence of any of the following:

 (a) the
 consummation of any transaction (including, without limitation, any merger or consolidation),
 the result of which is that any Person (including any “person” (as that term
 is used in Section 13(d)(3) of the Exchange Act)) other than one or more Permitted Holders
 (or a group controlled by one or more Permitted Holders) becomes the Beneficial Owner, directly
 or indirectly, of more than 50% of the issued and outstanding Voting Stock of either Borrower
 or any Loan Party in a Loan Party Control Group, measured by voting power rather than number
 of shares;

 (b) during
 any period of two consecutive years, individuals who at the beginning of such period constituted
 the majority of the directors on the Board of Directors of the Listed Entity (together with
 any new directors whose election by the majority of such directors on such Board of Directors
 of the Listed Entity or whose nomination for election by shareholders of the Listed Entity,
 as applicable, was approved by a vote of the majority of such directors on the Board of Directors
 of the Listed Entity then still in office who were either directors at the beginning of such
 period or whose election or nomination for election was previously so approved) ceased for
 any reason to constitute the majority of the directors on the Board of Directors of the Listed
 Entity, then in office; or

 9

 (c) the
 direct or indirect sale, lease, transfer, conveyance or other disposition (other than by
 way of merger, consolidation or other business combination transaction), in one or a series
 of related transactions, of all or substantially all of the assets of the Loan Parties and
 the Subsidiaries, taken as a whole, to a Person (including any “person” as defined
 above), other than a Permitted Holder (or a group controlled by one or more Permitted Holders).

 “ Charges ”
shall have the meaning assigned to such term in Section 9.09.

 “ Closing
Date ” shall mean the date on which the conditions precedent set forth in Section 4.02 have been satisfied and the Transaction
is consummated.

 “ Code ”
shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder
(unless otherwise provided herein).

 “ Collateral ”
shall mean any and all “Collateral”, “Pledged Assets”, “Charged Property”, “Charged Assets”
and “Assigned Property” as defined in any applicable Security Document (or any similar or equivalent term used or referred
to in any applicable Security Document) and all other property that is or is intended under the terms of the Security Documents to be
subject to Liens in favor of the Administrative Agent or the Collateral Agent, provided that Collateral shall not include any
Excluded Collateral.

 “ Collateral
Agent ” shall have the meaning assigned to such term in the introductory statement to this Agreement.

 “ combined ”
shall mean, when used to modify a financial term, test, statement or report of specified Persons, the application or preparation of such
term, test, statement or report (as applicable) that such term, test, statement or report is prepared on a combined and, where applicable,
consolidated basis for such specified Persons in accordance with GAAP, provided that for the purposes of making any determination
or calculation under this Agreement that refers to “combined”, the relevant measures being combined shall be deemed to exclude
the relevant measures of any Non-Combined Entities until such Non-Combined Entities become Loan Parties in accordance with Section 5.13(c)
and Section 5.14.

 “ Combined
EBITDA ” for any period shall mean, without duplication, the Combined Net Income for such period, plus the following to
the extent deducted in calculating such Combined Net Income:

 (a) Combined
 Interest Expense;

 (b) Combined
 Income Taxes;

 10

 (c) combined
 depreciation expense;

 (d) combined
 amortization and impairment expense;

 (e) [reserved];

 (f) any
 expenses, charges or other costs related to any equity offering (including of a Parent),
 Investment, acquisition (including amounts paid in connection with the acquisition or retention
 of one or more individuals comprising part of a management team retained to manage the acquired
 business; provided that such payments are made in connection with such acquisition
 and are consistent with the customary practice in the industry at the time of such acquisition),
 disposition, recapitalization or the Incurrence of any Indebtedness permitted by this Agreement
 (whether or not successful) (including any such fees, expenses or charges related to the
 Transactions, in each case, as determined in good faith by the Borrower Representative);

 (g) any
 minority interest expense (whether paid or not) consisting of income attributable to minority
 equity interests of third parties in such period or any prior period or any net earnings,
 income or share of profit of any Associates, associated company or undertaking;

 (h) [reserved];

 (i) other
 non-cash charges, write-downs or items reducing Combined Net Income (excluding any such non-cash
 charge, write-down or item to the extent it represents an accrual of or reserve for cash
 charges in any future period) or other non-cash items classified by the Borrower Representative
 as special items less other non-cash items of income increasing Combined Net Income (other
 than any non-cash items increasing such Combined Net Income pursuant to clauses (a) through
 (m) of the definition of Combined Net Income and excluding any such non-cash item of income
 to the extent it represents a receipt of cash in any future period); and

 (j) (x)
 any loss from discontinued operations (but if such operations are classified as discontinued
 due to the fact that they are subject to an agreement to dispose of such operations, only
 when and to the extent such operations are actually disposed of), reduced by (y) any income
 from discontinued operations (but if such operations are classified as discontinued due to
 the fact that they are subject to an agreement to dispose of such operations, only when and
 to the extent such operations are actually disposed of).

 “ Combined
Income Taxes ” shall mean taxes or other payments, including deferred Taxes, based on income, profits or capital of the
Loan Parties and the Subsidiaries whether or not paid, estimated, accrued or required to be remitted to any governmental authority.

 “ Combined
Interest Expense ” shall mean, for any period (in each case, determined on the basis of GAAP), the combined net interest
income/expense of the Loan Parties and the Subsidiaries, whether paid or accrued, plus or including (without duplication) any interest,
costs and charges consisting of:

 (a) interest
 expense attributable to Capitalized Lease Obligations;

 11

 (b) amortization
 of debt discount, but excluding amortization of debt issuance costs, fees and expenses and
 the expensing of any bridge or other financing fees;

 (c) non-cash
 interest expense;

 (d) [reserved];

 (e) the
 combined interest expense that was capitalized during such period (without duplication);

 (f) net
 payments and receipts (if any) pursuant to Hedging Obligations (other than Currency Agreements)
 (excluding unrealized mark-to-market gains and losses attributable to Hedging Obligations
 (other than Currency Agreements));

 (g) any
 interest actually paid by a Loan Party or any Subsidiary on Indebtedness of another Person
 that is guaranteed by a Loan Party or any Subsidiary or secured by a Lien on assets of a
 Loan Party or any Subsidiary; and

 (h) premiums,
 penalties, annual agency fees, penalties for failure to comply with registration obligations
 (if applicable) and any amendment fees, in each case, related to any Indebtedness of the
 Loan Parties or Subsidiaries.

 Notwithstanding
any of the foregoing, Combined Interest Expense shall not include (i) [reserved], (ii) any payments on any operating leases, including
without limitation any payments on any lease, concession or license of property (or Guarantee thereof) which would be considered an operating
lease under GAAP, (iii) net payments and receipts (if any) pursuant to Currency Agreements (including unrealized mark-to-market gains
and losses attributable to Hedging Obligations), and (iv) any pension liability interest costs.

 “ Combined
Net Income ” shall mean, for any period, the net income (loss) of the Loan Parties and the Subsidiaries determined on a
combined basis on the basis of GAAP; provided , however , that there will not be included in such Combined Net Income:

 (a) any
 net income (loss) of any Person if such Person is not a Loan Party or a Subsidiary, except
 that a Loan Party equity in the net income of any such Person for such period will be included
 in such Combined Net Income up to the aggregate amount of cash or Cash Equivalents actually
 distributed by such Person during such period to a Loan Party or a Subsidiary as a dividend
 or other distribution or return on investment (subject, in the case of a dividend or other
 distribution or return on investment to a Subsidiary, to the limitations contained in clause
 (b) below);

 (b) [Reserved];

 (c) any
 net gain (or loss) realized upon the sale, abandonment or other disposition of any asset
 or disposed operations of a Loan Party or any Subsidiary (including pursuant to any sale/
 leaseback transaction) which is not sold or otherwise disposed of in the ordinary course
 of business (as determined in good faith by an Officer of the Borrower Representative) or
 returned surplus assets of any Pension Plan;

 12

 (d) any
 extraordinary, exceptional, unusual or nonrecurring gain, loss, charge or expense or any
 charges, expenses or reserves in respect of any restructuring, redundancy or severance or
 any expenses, charges, reserves, gains or other costs related to the Transactions; and, to
 the extent not otherwise included in this clause (d): recruiting, retention and relocation
 costs; signing bonuses and related expenses and one-time compensation charges; curtailments
 or modifications to pension and post-retirement employee benefit plans transaction and refinancing
 bonuses and special bonuses paid in connection with dividends and distributions to equity
 holders; start-up, transition, strategic initiative (including any multi-year strategic initiative)
 and integration costs, charges or expenses; costs, charges and expenses related to the start-up,
 pre-opening, opening, closure, and/or consolidation of operations, offices and facilities;
 business optimization costs, charges or expenses; costs, charges and expenses incurred in
 connection with new product design, development and introductions; costs and expenses incurred
 in connection with intellectual property development and new systems design; costs and expenses
 incurred in connection with implementation, replacement, development or upgrade of operational,
 reporting and information technology systems and technology initiatives; any costs, expenses
 or charges relating to any governmental investigation or any litigation or other dispute
 (including with any customer); costs and expenses in respect of warranty payments and liabilities
 related to product recalls or field service campaigns; or any fees, charges, losses, costs
 and expenses incurred during such period, or any amortization thereof for such period, in
 connection with or related to any acquisition, Restricted Payment, Investment, recapitalization,
 asset sale, issuance, incurrence, registration or repayment or modification of Indebtedness,
 issuance or offering of Capital Stock, refinancing transaction or amendment, modification
 or waiver in respect of the documentation relating to any such transaction and any charges
 or non-recurring merger costs incurred during such period as a result of any such transaction;

 (e) the
 cumulative effect of a change in accounting principles;

 (f) any
 non-cash compensation charge or expense arising from any grant of stock, stock options or
 other equity based awards and any non-cash deemed finance charges in respect of any pension
 liabilities or other provisions;

 (g) all
 deferred financing costs written off and premiums paid or other expenses incurred directly
 in connection with any early extinguishment of Indebtedness and any net gain (loss) from
 any write-off or forgiveness of Indebtedness;

 (h) any
 unrealized gains or losses in respect of Hedging Obligations or other derivative instruments
 or any ineffectiveness recognized in earnings related to qualifying hedge transactions or
 the fair value or changes therein recognized in earnings for derivatives that do not qualify
 as hedge transactions, in each case, in respect of Hedging Obligations or other derivative
 instruments;

 13

 (i) any
 unrealized foreign currency translation gains or losses in respect of Indebtedness of any
 Person denominated in a currency other than the functional currency of such Person and any
 unrealized foreign exchange gains or losses relating to translation of assets and liabilities
 denominated in foreign currencies;

 (j) any
 unrealized foreign currency translation or transaction gains or losses in respect of Indebtedness
 or other obligations of a Loan Party or any Subsidiary owing to a Loan Party or any Subsidiary;

 (k) any
 one-time non-cash charges or any increases in amortization or depreciation resulting from
 purchase accounting, in each case, in relation to any acquisition of another Person or business
 or resulting from any reorganization or restructuring involving a Loan Party or its Subsidiaries;

 (l) any
 goodwill or other intangible asset impairment charge or write-off; and

 (m) [reserved].

 “ Combined
Gross Leverage ” shall mean the sum, without duplication, of the aggregate outstanding Specified Indebtedness of the Loan
Parties and the Subsidiaries on a combined basis (excluding Hedging Obligations).

 “ Combined
Gross Pari Passu Leverage ” shall mean the sum, without duplication, of the aggregate outstanding amount of Term Loans and
any Pari Passu Debt (assuming a borrowing of the maximum amount of revolving loans available).

 “ Combined
Gross Pari Passu Leverage Ratio ” shall mean, as of any date of determination, the ratio of (x) Combined Gross Pari Passu
Leverage at such date to (y) the aggregate amount of L2QA Pro Forma EBITDA.

 “ Combined
Net Leverage ” shall mean (A) Combined Gross Leverage, less (B) the aggregate amount of cash and Cash Equivalents of the
Loan Parties and the Subsidiaries on a combined basis.

 “ Combined
Net Leverage Ratio ” shall mean, as of any date of determination, the ratio of (x) Combined Net Leverage at such date to
(y) the aggregate amount of L2QA Pro Forma EBITDA; provided , however , that the pro forma calculation of the Combined
Net Leverage Ratio shall not give effect to (i) any Indebtedness incurred on the date of determination pursuant to Section 6.04(b) or
(ii) the discharge on the date of determination of any Indebtedness to the extent that such discharge results from the proceeds incurred
pursuant to Section 6.04(b).

 For
the avoidance of doubt, in determining Combined Net Leverage Ratio, no cash or Cash Equivalents shall be included that are the proceeds
of Indebtedness in respect of which the calculation of the Combined Net Leverage Ratio is to be made.

 “ Commitment ”
shall mean an Initial Term Loan Commitment and/or an Incremental Term Loan Commitment.

 “ Communications ”
shall have the meaning assigned to such term in Section 9.01.

 14

 “ Competition
Laws ” shall mean any federal, state, foreign, multinational or supranational antitrust, competition or trade regulation
statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to
prohibit, restrict or regulate actions or transactions having the purpose or effect of monopolization or restraint of trade or lessening
of competition through merger or acquisition or effectuating foreign investment.

 “ Compliance
Certificate ” shall mean a Compliance Certificate substantially in the form of Exhibit J to this Agreement.

 “ Contingent
Obligations ” shall mean, with respect to any Person, any obligation of such Person guaranteeing in any manner, whether
directly or indirectly, any operating lease, dividend or other obligation that does not constitute Indebtedness (“primary obligations”)
of any other Person (the “primary obligor”), including any obligation of such Person, whether or not contingent:

 (a) to
 purchase any such primary obligation or any property constituting direct or indirect security
 therefor;

 (b) to
 advance or supply funds:

 (i) for
 the purchase or payment of any such primary obligation; or

 (ii) to
 maintain the working capital or equity capital of the primary obligor or otherwise to maintain
 the net worth or solvency of the primary obligor; or

 (c) to
 purchase property, securities or services primarily for the purpose of assuring the owner
 of any such primary obligation of the ability of the primary obligor to make payment of such
 primary obligation against loss in respect thereof.

 “ Control ”
shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise, and the terms “Controlling” and “Controlled”
shall have meanings correlative thereto.

 “ Cooperation
Agreement ” means (i) that certain agreement entered into by holders of certain Indebtedness of CSC and/or its Subsidiaries
(any such Indebtedness, “ CSC Debt ”), whereby holders party thereto agree not to execute, approve, vote to accept
or approve, or otherwise participate in, negotiate, facilitate, consent to agree to consent to, support and/or agree to support any transaction
(or any material transaction) with CSC and/or its Subsidiaries other than a transaction approved or supported by all or a portion of
such holders, and that such holders are represented by Akin Gump LLP, as legal advisor (or any law firm that replaces or supplements
Akin Gump LLP as legal advisor to such group), and PJT Partners, as financial advisor (or any financial advisor that replaces or supplements
PJT Partners as financial advisor to such group) and (ii) any agreement that amends, restates, replaces, succeeds, or has the same or
substantially similar effect as the agreement described in clause (i) above.

 “ Credit
Extension ” shall mean the funding of any Term Loan.

 15

 “ CSC ”
shall mean CSC Holdings, LLC, a Delaware limited liability company.

 “ CSC
Credit Agreement ” shall mean that certain Credit Agreement, dated as of October 9, 2015, among, inter alios , CSC,
as borrower, certain lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and security agent, as amended, restated,
supplemented or otherwise modified on June 20, 2016, June 21, 2016, September 9, 2016, December 9, 2016, March 15, 2017, January 12,
2018, October 15, 2018, November 27, 2018, January 24, 2019, February
7, 2019, May 14, 2019, October 3, 2019, July 13, 2022 and December 19, 2022 and as further amended by the Fourteenth CSC Credit Agreement
Amendment respectively, and as further amended, restated, supplemented or otherwise modified from time to time.

 “ CSC
Freefall Event ” means the occurrence of any event of a type described in Section 7.01(g) (assuming for such purpose that
CSC was a Loan Party) with respect to CSC other than pursuant to the voluntary commencement of a bankruptcy case by CSC under Chapter
11 of the Bankruptcy Code, which bankruptcy case is contemplated by a restructuring agreement that has been entered into among CSC and
the holders of at least 2/3 of the aggregate outstanding principal amount of Indebtedness under the Existing Debt Documents.

 “ CSC
Return on Investment ” shall mean the investment made by the Borrowers in CSC with respect to the net proceeds of the Term
Loans.

 “ Currency
Agreement ” shall mean, in respect of a Person, any foreign exchange contract, currency swap agreement, currency futures
contract, currency option contract, cap, floor, ceiling, collar, currency derivative or other similar agreement to which such Person
is a party or beneficiary.

 “ Default ”
shall mean any event which is, or after giving notice or with the passage of time or both would be, an Event of Default.

 “ Defaulting
Lender ” shall mean, subject to Section 2.25(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, which refusal or failure is not cured within one Business Day after the date of such refusal or failure, (b) has notified
the Borrower Representative or Administrative Agent that it does not intend to comply with its funding obligations or has made a public
statement to that effect with respect to its funding obligations hereunder, (c) 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,
or (d) 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 Bankruptcy 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, or
 (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any
such proceeding or appointment; 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.

 16

 “ Designation ”
shall mean the designation of the Loan Parties as “unrestricted subsidiaries” under the Existing Debt Documents.

 “ Disinterested
Director ” shall mean, with respect to any Affiliate Transaction, a member of the Board of Directors having no material
direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of the Board of Directors of the Borrower
Representative shall be deemed not to have such a financial interest by reason of such member’s holding Capital Stock of a Loan
Party or any Parent or any options, warrants or other rights in respect of such Capital Stock.

 “ Disqualified
Person ” shall mean any Person, other than a Loan Party, who directly provides products or services that are the same or
substantially similar to the products or services provided by, and that constitute a material part of the business of, the Loan Parties
taken as a whole, and any Affiliate of any such Person (other than its financial investors and affiliated bona fide diversified debt
funds that are not operating companies or affiliates of operating companies), who has been identified to the Administrative Agent in
writing from time to time and posted to both the “Public Lender” and “Non-Public Lender” portions of the Platform
subject to the confidentiality provisions thereof in accordance with Section 9.01 or otherwise made available to all Lenders and, in
the case of Persons and Affiliates of any Person (other than its financial investors and affiliated bona fide diversified debt
funds that are not operating companies or affiliates of operating companies) identified to the Administrative Agent on or after the Closing
Date, to the extent reasonably acceptable to the Administrative Agent. Notwithstanding anything to the contrary herein, in no event shall
the designation of a Person as a Disqualified Person apply (i) to disqualify any Person until three (3) Business Days after such Person
shall have been identified in writing to the Administrative Agent via electronic mail submitted to JPMDQ_Contact@jpmorgan.com
(or to such other address as the Administrative Agent may designate to the Borrower Representative from time to time) (the “ Designation
Effective Date ”), or (ii) retroactively to disqualify any Person that, before the Designation Effective Date, has (1) acquired
an assignment or participation interest under this Agreement or (2) entered into a trade to acquire an assignment or participation interest
under this Agreement.

 If
a Disqualified Person becomes a Lender hereunder in violation of the provisions of this Agreement and without the Borrower Representative’s
written consent, such Disqualified Person shall not (1) be entitled to any of the rights or privileges enjoyed by the other Lenders with
respect to voting, information and lender meetings, (a) be entitled to any expense reimbursement or indemnification under the Loan Documents,
and nothing in the Loan Documents shall restrict the rights and remedies of the Loan Parties against such Disqualified Person, (b) receive
any other information or reporting provided by the Borrower Representative, the Administrative Agent or any other Lender, (c) attend
or participate in meetings attended by the Lenders and the Administrative Agent or (d) be entitled to access any electronic site established
for Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders.

 “ Disqualified
Stock ” shall mean, with respect to any Person, any Capital Stock of such Person which by its terms (or by the terms of
any security into which it is convertible or for which it is exchangeable) or upon the happening of any event:

 (a) matures
 or is mandatorily redeemable for cash or in exchange for Indebtedness pursuant to a sinking
 fund obligation or otherwise;

 17

 (b) is
 convertible or exchangeable for Indebtedness or Disqualified Stock (excluding Capital Stock
 which is convertible or exchangeable solely at the option of a Loan Party or a Subsidiary);
 or

 (c) is
 or may become (in accordance with its terms) upon the occurrence of certain events or otherwise
 redeemable or repurchasable for cash or in exchange for Indebtedness at the option of the
 holder of the Capital Stock in whole or in part,

 in
each case, on or prior to the earlier of (a) the Stated Maturity of the Term Loans or (b) the date on which there are no Loans outstanding;
provided, however, that (i) only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable
or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock and (ii) any Capital
Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the issuer thereof to repurchase
such Capital Stock upon the occurrence of a change of control or asset sale (howsoever defined or referred to) shall not constitute Disqualified
Stock if any such redemption or repurchase obligation is subject to compliance by the relevant Person with Section 6.05.

 “ Dollars ”
or “ $ ” shall mean lawful money of the United States of America.

 “ Domestic
Subsidiary ” shall mean any direct or indirect Subsidiary that is organized under
the laws of the United States, any state thereof or the District of Columbia.

 “ Eligible
Assignee ” shall mean any Person other than a natural Person or a Defaulting Lender that is (a) a Lender, an Affiliate of
any Lender or a Related Fund (any two or more Related Funds being treated as a single Eligible Assignee for all purposes hereof) or (b)
a commercial bank, insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined
in Regulation D) and which extends credit or buys loans in the ordinary course; provided that notwithstanding anything herein
to the contrary, “Eligible Assignee” shall not include any Person that is a Loan Party, any of the Loan Parties’ Affiliates,
any Subsidiaries or any Disqualified Person.

 “ Employee
Benefit Plan ” shall mean any “employee benefit pension plan” as defined in Section 3(2) of ERISA that is subject
to the provisions of Title IV or Section 302 of ERISA or Section 412 of the Code and which is or, within the six year period immediately
preceding the Closing Date, was sponsored, maintained or contributed to by, or required to be contributed by, the Borrowers, any of its
Subsidiaries or any of their respective ERISA Affiliates, other than a Multiemployer Plan.

 “ Environmental
Laws ” shall mean, with respect to any Person, any and all international, national, regional, local and other laws, rules,
regulations, decisions and orders, in each case applicable to and legally binding on such Person, relating to the protection of human
health and safety as related to hazardous materials exposure, the environment or hazardous or toxic substances or wastes, pollutants
or contaminants.

 “ Environmental
Liability ” shall mean any liability, obligation, damage, loss, claim, action, suit, judgment, order, fine, penalty, fee,
expense, or cost, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties
or indemnities), of the Borrowers, or any other Loan Party resulting from or based upon (a) violation of any Environmental Law, (b) the
generation, use, handling, transportation, labeling, storage, treatment, disposal or recycling of, or presence of any Hazardous Materials,
(c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the environment or (e)
any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

 18

 “ Environmental
Permits ” shall mean any permit and other authorization required under any Environmental Law for the operation of the business
of any Loan Party or its Subsidiaries conducted on or from the properties owned or used by any Loan Party or its Subsidiaries.

 “ Equal
Priority Intercreditor Agreement ” shall mean, to the extent executed in connection with the incurrence of Indebtedness
secured by Liens on the Collateral which are intended to rank equal in priority to the Liens on the Collateral securing the Obligations
under this Agreement (but without regard to the control of remedies), at the option of the Borrower Representative, either (1) an intercreditor
agreement substantially in the form of Exhibit D-1 or (2) a customary intercreditor agreement in form and substance reasonably acceptable
to the Administrative Agent, the Required Lenders and the Borrower Representative, which agreement shall provide that the Liens on the
Collateral securing such Indebtedness 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), and with such modifications thereto as the Administrative Agent, the Required
Lenders and the Borrower Representative may agree.

 “ ERISA ”
shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto.

 “ ERISA
Affiliate ” shall mean, as applied to any Person, (a) any corporation which is a member of a controlled group of corporations
within the meaning of Section 414(b) of the Code of which that Person is a member; (b) any trade or business (whether or not incorporated)
which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Code of which that
Person is a member; and (c) any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Code of which
that Person, any corporation described in clause (a) above or any trade or business described in clause (b) above is a member.

 “ ERISA
Event ” shall mean (a) the occurrence of an act or omission which would give rise to the imposition on the Borrowers or
any of their Subsidiaries or any of their respective ERISA Affiliates of material fines, penalties, taxes or related charges under Chapter
43 of the Code or under Sections 409 or 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit Plan; (b) the
receipt by the Borrowers, any of their Subsidiaries, or any of their respective ERISA Affiliates of written notice of the assertion of
a material claim (other than routine claims for benefits) against any Employee Benefit Plan other than a Multiemployer Plan or the assets
thereof, or against the Borrowers or any of their Subsidiaries or any of their respective ERISA Affiliates in connection with any Employee
Benefit Plan; or (c) receipt from the Internal Revenue Service of notice of the failure of any Employee Benefit Plan intended to be qualified
under Section 401(a) of the Code to qualify under Section 401(a) of the Code, or the failure of any trust forming part of any such Employee
Benefit Plan to qualify for exemption from taxation under Section 501(a) of the Code.

 “ Escrowed
Proceeds ” shall mean the proceeds from the offering of any debt securities or other Indebtedness paid into an escrow account
with an independent escrow agent on the date of the applicable offering or Incurrence pursuant to escrow arrangements that permit the
release of amounts on deposit in such escrow account upon satisfaction of certain conditions or the occurrence of certain events. The
term “Escrowed Proceeds” shall include any interest earned on the amounts held in escrow.

 19

 “ Events
of Default ” shall have the meaning assigned to such term in Section 7.01 of this Agreement.

 “ Exchange
Act ” shall mean the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated
thereunder, as amended.

 “ Excluded
Collateral ” shall mean the following assets, (i) any real property, (ii) motor vehicles and other assets subject to certificates
of title, except to the extent a security interest therein can be perfected by a UCC filing, (iii) any commercial tort claims with a
fair market value (as determined in good faith by the Borrower Representative) of less than $5 million, (iv) any governmental or regulatory
licenses, authorizations, certificates, charters, franchises, approvals and consents (whether U.S. Federal, State or otherwise) to the
extent a security interest therein is prohibited or restricted thereby or requires any consent, acknowledgement or authorization after
giving effect to the applicable anti-assignment provisions of the UCC from a governmental or regulatory authority not obtained after
giving effect to the applicable anti-assignment provisions of the UCC (other than proceeds and receivables thereof, the assignment of
which is expressly deemed effective under the UCC notwithstanding such prohibition), (v) assets to the extent the pledge thereof or grant
of security interests therein (x) is prohibited or restricted by any applicable law, rule or regulation or would require any consent,
approval or authorization of any governmental or regulatory authority (other than proceeds and receivables thereof, the assignment of
which is expressly deemed effective under the UCC notwithstanding such prohibition), or (y) is prohibited by any contract or would require
any consent, approval, license or other authorization of any third party (provided, in each case, that such requirement existed on the
Closing Date or at the time of the acquisition of such asset, as applicable, and was not incurred, other than in the case of capital
leases and purchase money financings, in contemplation thereof) or governmental or regulatory authority not obtained, after giving effect
to the applicable anti-assignment provisions of the UCC (other than to the extent such prohibition or restriction is ineffective under
the UCC), (vi) any lease, license or agreement (not otherwise subject to clause (iv) above) or any property that is subject to a capital
lease, purchase money security interest or similar arrangement, in each case permitted by the Loan Documents, to the extent that a grant
of a security interest therein (A) would violate or invalidate such lease, license or agreement or purchase money security interest or
similar arrangement or create a right of termination in favor of any other party thereto (other than a Loan Party or any of its Subsidiaries)
after giving effect to the applicable anti-assignment provisions of the UCC, other than proceeds and receivables thereof the assignment
of which is expressly deemed effective under the UCC notwithstanding such prohibition or (B) would require governmental or regulatory
approval, consent or authorization after giving effect to the applicable anti-assignment provisions of the UCC (other than proceeds and
receivables thereof, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition) (without any
requirement to obtain such approval, consent or authorization), (vii) letter of credit rights, except to the extent perfection of the
security interest therein is accomplished by the filing of a general “all assets” UCC financing statement (it being understood
that no actions shall be required to perfect a security interest in letter of credit rights, other than the filing of such a UCC financing
statement), (viii) any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment
to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of
a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable
federal law, (ix) payroll accounts, zero balance accounts, any withholding
tax, benefits, escrow, trust, customs or any other fiduciary account having a balance that does not exceed $1 million for more than 3
consecutive Business Days at any time, (x) [reserved] and (xi) assets where the burden, cost or consequence (including adverse tax, regulatory
or accounting consequences (that are not de minimis) to the Borrowers, any other Loan Party, or any of its direct or indirect parent
companies or subsidiaries or any of its or their respective equity holders) of obtaining a security interest therein or perfection thereof
exceeds the practical benefit to the Lenders afforded thereby as reasonably determined between the Borrower Representative and the Administrative
Agent, all of which do not constitute Collateral.

 20

 “ Excluded
Subsidiary ” shall mean (1) any CFC and any other Subsidiary that is not a Domestic Subsidiary, (2) any Subsidiary that
is a direct or indirect Subsidiary of (i) a CFC or (ii) a CFC Holdco, (3) a CFC Holdco, (4) any Subsidiary, including CSC TKR, LLC and
its Subsidiaries, and any regulated entity that is subject to net worth or net capital or similar capital and surplus restrictions, that
is prohibited or restricted by applicable law from becoming a Loan Party, or if becoming a Loan Party would require governmental (including
regulatory) consent, approval, license or authorization, (5) any other Subsidiary with respect to which, in the judgment of the Borrower
Representative and the Administrative Agent, each acting reasonably, the burden or cost (including any adverse tax consequences) of becoming
a Loan Party will outweigh the benefits to be obtained by the Lenders therefrom; provided , that any such Subsidiary that is an
Excluded Subsidiary pursuant to clause (5) shall cease to be an Excluded Subsidiary at any time such Subsidiary guarantees Indebtedness
of the Borrowers or any other Subsidiary, (6) any Immaterial Subsidiary and (7) CSC TKR Intermediate, LLC.

 “ Excluded
Taxes ” shall mean, with respect to the Administrative Agent or any Lender or any other recipient of any payment to be made
by or on account of any obligation of the Borrowers hereunder, (a) Taxes imposed on (or measured by) net income (however denominated),
franchise Taxes, branch profits Taxes or any similar Tax, (i) by the jurisdiction under the laws of which such recipient is organized
or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located or (ii)
that are Other Connection Taxes, (b) any withholding taxes attributable to the Lender’s failure to comply with Section 2.20(e)
or (f); (c) in the case of a Lender, U.S. federal withholding Taxes that are (or would be) required to be withheld pursuant to a law
in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment
request by the Borrower Representative under Section 2.21) or (ii) such Lender changes its lending office, except in each case to the
extent that, pursuant to Section 2.20, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately
before such Lender became a party hereto or to such Lender immediately before it changed its lending office; (d) U.S. backup withholding
Taxes; and (e) any Taxes imposed under FATCA.

 “ Facility
Guaranty ” shall mean the Facility Guaranty made by the Guarantors in favor of the Administrative Agent and the other Lenders,
substantially in the form of Exhibit F-1 hereto, or in another form reasonably satisfactory to the Administrative Agent and the Borrower
Representative.

 21

 “ Existing
Debt Documents ” shall mean (i) the indenture, dated as of September 23, 2016, among, inter alios , CSC, as issuer,
the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, as supplemented by a supplemental indenture dated
as of November 27, 2018, governing CSC’s $1,310 million aggregate principal amount of 5.500% senior guaranteed notes due 2027;
(ii) the indenture, dated as of January 29, 2018, among, inter alios , CSC, as issuer, the guarantors party thereto and Deutsche
Bank Trust Company Americas, as trustee, as supplemented by a supplemental indenture dated as of November 27, 2018, governing CSC’s
$1,000 million aggregate principal amount of 5.375% senior guaranteed notes due 2028; (iii) the indenture, dated as of April 5, 2018,
among, inter alios , CSC (as successor issuer to Cablevision Systems Corporation, as successor issuer to Cequel Communications
Holdings I, LLC and Cequel Capital Corporation), as issuer, and Deutsche Bank Trust Company Americas, as trustee, as supplemented by
a supplemental indenture dated October 17, 2018, governing CSC’s $4,118,000 aggregate principal amount of 7.500% senior notes due
2028; (iv) the indenture, dated as of November 27, 2018, among, inter alios , CSC, as issuer, and Deutsche Bank Trust Company Americas,
as trustee, governing CSC’s $1,045,882,000 aggregate principal amount of 7.500% senior notes due 2028; (v) the indenture, dated
as of January 31, 2019, among, inter alios , CSC, as issuer, the guarantors party thereto and Deutsche Bank Trust Company Americas,
as trustee, governing CSC’s $1,750 million aggregate principal amount of 6.500% senior guaranteed notes due 2029; (vi) the indenture,
dated as of July 10, 2019, among, inter alios, CSC, as issuer and Deutsche Bank Trust Company Americas, as trustee, governing CSC’s
$2,250 million aggregate principal amount of 5.750% senior notes due 2030; (vii) the indenture, dated as of June 16, 2020, among, inter
alios , CSC, as issuer, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, governing CSC’s $1,100
million aggregate principal amount of 4.125% senior guaranteed notes due 2030; (viii) the indenture, dated as of June 16, 2020, among,
 inter alios , CSC, as issuer and Deutsche Bank Trust Company Americas, governing CSC’s $2,325 million aggregate principal
amount of 4.625% senior notes due 2030; (ix) the indenture, dated as of August 17, 2020, among, inter alios , CSC, as issuer, the
guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, governing CSC’s $1,000 million aggregate principal
amount of 3.375% senior guaranteed notes due 2031; (x) the indenture, dated as of May 13, 2021, among, inter alios , CSC, as issuer,
the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, governing CSC’s $1,500 million aggregate principal
amount of 4.500% senior guaranteed notes due 2031; (xi) the indenture, dated as of May 13, 2021, among, inter alios , CSC, as issuer
and Deutsche Bank Trust Company Americas, as trustee, governing CSC’s $500 million aggregate principal amount of 5.000% senior
notes due 2031; (xii) the indenture, dated as of April 25, 2023, among, inter alios , CSC, as issuer, the guarantors party thereto
and Deutsche Bank Trust Company Americas, as trustee, governing CSC’s $1,000 million aggregate principal amount of 11.250% senior
guaranteed notes due 2028; (xiii) the indenture, dated as of January 25, 2024, among, inter alios , CSC, as issuer, the guarantors
party thereto and Deutsche Bank Trust Company Americas, as trustee, governing CSC’s $2,050 million aggregate principal amount of
11.750% senior guaranteed notes due 2029; and (xiv) the CSC Credit Agreement.

 22

 “ Facility
Guaranty Joinder ” shall mean an agreement, substantially in the form of Annex I to the Facility Guaranty, or in another
form reasonably satisfactory to the Administrative Agent and the Borrower Representative, pursuant to which a Loan Party becomes a party
to, and bound by, the terms of the Facility Guaranty.

 “ fair
market value ” wherever such term is used in this Agreement (except as otherwise specifically provided in this Agreement),
may be conclusively established by means of an Officer’s Certificate or a resolution of the Board of Directors of the Borrower
Representative setting out such fair market value as determined by such Officer or such Board of Directors in good faith.

 “ FATCA ”
shall mean:

 a) current 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 associated regulations or official interpretations thereof;

 b) any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the United States and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above; or

 c) any agreement (including any intergovernmental agreement) pursuant to the implementation of paragraphs (a) or (b) above with the IRS, the US government or any governmental or taxation authority in any other jurisdiction.

 “ FCPA ”
shall have the meaning assigned to such term in Section 3.27.

 “ Federal ”
shall mean of the U.S. Government.

 “ Federal
Funds Effective Rate ” shall mean, for any day, the weighted average of the rates on overnight Federal funds transactions
with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the
Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations
for the day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected
by it; provided that if the Federal Funds Effective Rate is less than zero, it shall be deemed to be zero for the purposes of
this Agreement.

 “ Fees ”
shall mean the Administrative Agent Fees.

 “ Fiber
Assets ” shall mean all assets, properties and rights relating to fiber-optic infrastructure, including, without limitation
(a) fiber-optic cable (lit or dark), conduit, drops, splitters, electronics, network hardware, optical network terminals or units, customer
premise equipment and related fixtures; (b) rights-of-way, easements, franchises, pole attachment rights, duct access rights, permits
and licenses used in connection with fiber-optic systems; (c) construction-in-progress
and materials relating to fiber builds; (d) customer contracts, installation agreements and revenue streams relating to fiber-based products
or services; and (e) all other property acquired, constructed, developed or installed in connection with fiber development activities,
and, in each case, the proceeds thereof.

 23

 “ First
Lien/Second Lien Intercreditor Agreement ” shall mean any of (1) an intercreditor agreement substantially in the form of
Exhibit D-2 or (2) a customary intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent, the Required
Lenders and the Borrower Representative, which agreement shall provide that the Liens on the Collateral securing such Indebtedness shall
rank junior in priority to the Liens on the Collateral securing the Obligations under this Agreement, with such modifications thereto
as the Administrative Agent, the Required Lenders and the Borrower Representative may agree.

 “ Foreign
Lender ” shall mean a Lender that is not a U.S. Person.

 “ Foreign
Subsidiary ” shall mean any direct or indirect Subsidiary of a Loan Party that is not a Domestic Subsidiary.

 “ Fourteenth
CSC Credit Agreement Amendment ” shall mean that certain Fourteenth CSC Credit Agreement Amendment, dated as of November
25, 2025, by and among, inter alia, CSC and JPMorgan Chase Funding Inc.

 “ GAAP ”
shall mean generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institution of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standard Boards
or in such other statement by such other entity as have been approved by a significant segment of the accounting profession, and in effect
on the Closing Date, or, with respect to Section 6.10 as in effect from time to time; provided that, at any time after the Closing
Date, the Borrower Representative may make an irrevocable 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. The Borrower Representative shall give notice of any such election to the
Administrative Agent.

 “ Global
Intercompany Note ” shall mean that certain Global Intercompany Note, dated as of the date of the Original Credit Agreement,
by and among the Group Members.

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

 “ Granting
Lender ” shall have the meaning assigned to such term in Section 9.04(i).

 “ Grantor ”
shall mean each Person from time to time party to any Security Document, in
its capacity as a grantor, pledgor, obligor, chargor or similar capacity thereunder.

 “ Group
Member ” shall mean the Loan Parties or any Subsidiary thereof, and “ Group ”
shall mean, collectively, the Loan Parties and their Subsidiaries.

 24

 “ Guarantee ”
shall mean any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person,
including any such obligation, direct or indirect, contingent or otherwise, of such Person:

 (a) to
 purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness
 of such other Person (whether arising by virtue of partnership arrangements, or by agreements
 to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain
 financial statement conditions or otherwise); or

 (b) entered
 into primarily for purposes of assuring in any other manner the obligee of such Indebtedness
 of the payment thereof or to protect such obligee against loss in respect thereof (in whole
 or in part),

 provided ,
 however , that the term “Guarantee” will not include endorsements for collection or deposit in the ordinary course
of business or any guarantee of performance. The term “Guarantee” used as a verb has a corresponding meaning.

 “ Guarantor ”
shall mean each Person from time to time party to the Facility Guaranty, in its capacity as a guarantor of the Obligations and its respective
successors and assigns, until the Loan Guarantee of such Person has been released in accordance with the provisions of this Agreement.

 “ Hazardous
Materials ” shall mean all chemicals, materials, substances or wastes of any nature that are listed, classified, regulated,
characterized or otherwise defined as “hazardous,” “toxic,” “radioactive,” a “pollutant,”
a “contaminant,” or terms of similar intent or meaning, by any Governmental Authority or that are otherwise prohibited, limited
or regulated pursuant to any Environmental Law, including petroleum or petroleum distillates, friable asbestos or friable asbestos-containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes.

 “ Hedging
Obligations ” of any Person shall mean the obligations of such Person pursuant to any Interest Rate Agreement, or Currency
Agreement.

 “ IFRS ”
shall mean International Financial Reporting Standards as issued by the International Accounting Standards Board or any successor board
or agency as endorsed by the European Union.

 “ Immaterial
Subsidiary ” shall mean, as of any date of determination, any Subsidiary (1) whose total assets at the last day of the most
recent Test Period (when taken together with the total assets of the Subsidiaries of such Subsidiary at the last day of the most recent
Test Period) were equal to or greater than 3.0% of Total Assets at such date or (2) whose gross revenues for such Test Period (when taken
together with the gross revenues of the Subsidiaries of such Subsidiary for such Test Period) were equal to or greater than 3.0% of the
combined gross revenues of the Loan Parties and their Subsidiaries for such Test Period, in each case determined in accordance with GAAP;
 provided , however , that if all of such Immaterial Subsidiaries that are not Guarantors solely because they do not meet
the thresholds set forth in the preceding clause (1) or (2) in the aggregate hold assets in excess of 3.0% of the Total Assets of the
Loan Parties and their Subsidiaries or have gross revenues in excess of 3.0% of the combined gross revenues of the Loan Parties and their
Subsidiaries then only the Subsidiaries with the smallest percentage of assets or gross revenues, as the case may be, of the Loan Parties
and their Subsidiaries (not exceeding 3.0% individually or in the aggregate) would constitute “Immaterial Subsidiaries.”

 25

 “ Incremental
Closing Date ” shall mean the date on which the conditions in Section 4.04
have been satisfied.

 “ Incremental
Lender ” shall mean JPMCF.

 “ Incremental
Term Loan Borrower ” means Cablevision Funding LLC, a Delaware limited liability company.

 “ Incremental
Term Loan Borrower Joinder ” shall have the meaning assigned to such term in Section 1.04(b)

 “ Incremental
Term Loan Commitment ” shall mean, as to the Incremental Lender, its obligation to make an Incremental Term Loan to the
Borrowers pursuant to Section 2.01(b) in an aggregate amount equal to $1,100 million on the Incremental Closing Date.

 “ Incremental
Term Loans ” shall have the meaning assigned to such term in Section 2.01(b).

 “ Incur ”
shall mean issue, create, assume, enter into any Guarantee of, incur, extend or otherwise become liable for; provided, however, that
(1) any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Loan Party or Subsidiary (whether by merger,
consolidation, acquisition or otherwise) will be deemed to be Incurred by the relevant Loan Party or such Subsidiary at the time it becomes
a Loan Party or Subsidiary and the terms “Incurred” and “Incurrence” have meanings correlative to the foregoing
and (2) any Indebtedness pursuant to any bridge facility, revolving credit or similar facility shall only be “Incurred” at
the time any funds are borrowed thereunder; provided further that , the Borrower Representative in its sole discretion may elect
that (x) any Indebtedness or portion thereof pursuant to any bridge facility, revolving credit or similar facility shall be deemed to
be “Incurred” at the time of entry into the definitive agreements or commitments in relation to any such facility and/or
(y) any Indebtedness, the proceeds of which are cash-collateralized shall be deemed to be “Incurred” at the time such proceeds
are no longer cash-collateralized.

 “ Indebtedness ”
shall mean, with respect to any Person on any date of determination (without duplication):

 (a) the
 principal of indebtedness of such Person for borrowed money;

 (b) the
 principal of obligations of such Person evidenced by bonds, debentures, notes or other similar
 instruments;

 (c) all
 reimbursement obligations of such Person in respect of letters of credit, bankers’
 acceptances or other similar instruments (the amount of such obligations being equal at any
 time to the aggregate then undrawn and unexpired amount of such letters of credit or other
 instruments plus the aggregate amount of drawings thereunder that have not been reimbursed)
 (except to the extent such reimbursement obligations relate to trade payables), in each case
 only to the extent that the underlying obligation in respect of which the instrument was
 issued would be treated as Indebtedness;

 26

 (d) the
 principal component of all obligations, or liquidation preference, of such Person with respect
 to any Disqualified Stock or any Preferred Stock (but excluding, in each case, any accrued
 dividends);

 (e) the
 principal component of all Indebtedness of other Persons secured by a Lien on any asset of
 such Person, whether or not such Indebtedness is assumed by such Person; provided ,
 however , that the amount of such Indebtedness will be the lesser of (a) the fair market
 value of such asset at such date of determination (as determined in good faith by the Borrower
 Representative) and (b) the amount of such Indebtedness of such other Persons;

 (f) Guarantees
 by such Person of the principal component of Indebtedness of other Persons to the extent
 Guaranteed by such Person; and

 (g) to
 the extent not otherwise included in this definition, net obligations of such Person under
 Currency Agreements, and Interest Rate Agreements (the amount of any such obligations to
 be equal at any time to the termination value of such agreement or arrangement giving rise
 to such obligation that would be payable by such Person at such time).

 The
term “Indebtedness” shall not include (i) obligations or arrangements contemplated under the Shared Services Agreement or
the IP License Agreement, (ii) any lease (including for avoidance of doubt, any network lease or any Operating IRU), concession or license
of property (or Guarantee thereof) which would be considered an operating lease under GAAP, (iii)
prepayments of deposits received from clients or customers in the ordinary course of business, (iv) any pension obligations, (v) Contingent
Obligations, (vi) [reserved], (vii) obligations under any license, permit or other approval (or Guarantees given in respect of such obligations)
Incurred prior to the Closing Date or in the ordinary course of business, (viii) non-interest bearing installment obligations and accrued
liabilities Incurred in the ordinary course of business that are not more than 120 days past due, (ix) Indebtedness in respect of the
Incurrence by a Loan Party or any Subsidiary of Indebtedness in respect of standby letters of credit, performance bonds or surety bonds
provided by a Loan Party or any Subsidiary in the ordinary course of business to the extent such letters of credit or bonds are not drawn
upon or, if and to the extent drawn upon are honored in accordance with their terms and if, to be reimbursed, are reimbursed no later
than the fifth Business Day following receipt by such Person of a demand for reimbursement following payment on the letter of credit
or bond, so long as the aggregate principal or face amount thereof shall not exceed $300 million at any time outstanding, (x) any obligations
to pay the deferred and unpaid purchase price for assets acquired or services supplied or otherwise owed to the Person (or any assignee
thereof) from whom such assets are acquired or who supplies such services in accordance with the terms pursuant to which the relevant
assets were or are to be acquired or services were or are to be supplied, (xi) any payroll accruals and (xii) Indebtedness Incurred by
a Loan Party or a Subsidiary in connection with a transaction where (A) such Indebtedness is borrowed from a bank or trust company, having
a combined capital and surplus and undivided profits of not less than $250 million, whose debt has a rating immediately prior to the
time such transaction is entered into, of at least A or the equivalent thereof by S&P and A2 or the equivalent thereof by Moody’s
and (B) a substantially concurrent Investment is made by a Loan Party or a Subsidiary in the form of cash deposited with the lender of
such Indebtedness, or a Subsidiary or Affiliate thereof, in amount equal to such Indebtedness. For the avoidance of doubt and notwithstanding
the above, the term “Indebtedness” excludes any accrued expenses and trade payables and any
obligations under guarantees issued in connection with various operating and telecommunications licenses.

 27

 The
amount of Indebtedness of any Person at any time in the case of a revolving credit or similar facility shall be the total amounts of
funds borrowed and then outstanding. The amount of Indebtedness of any Person at any date shall be determined as set forth above or otherwise
provided in this Agreement, and (other than with respect to letters of credit or Guarantees or Indebtedness specified in clauses (e),
(f) or (g) above) shall equal the amount thereof that would appear on a balance sheet of such Person (excluding any notes thereto) prepared
on the basis of GAAP.

 Notwithstanding
the above provisions, in no event shall the following constitute Indebtedness:

 (i)
in connection with the purchase by a Loan Party or any Subsidiary of any business, any post-closing payment adjustments to which the
seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance
of such business after the closing;

 (ii)
for the avoidance of doubt, any obligations in respect of workers’ compensation claims, early retirement or termination obligations,
pension fund obligations or contributions or similar claims, obligations or contributions or social security or wage Taxes;

 (iii)
[Reserved];

 (iv)
Capitalized Lease Obligations incurred in the ordinary course of business;

 (v)
[Reserved]; or

 (vi)
franchise and performance surety bonds or guarantees incurred in the ordinary course of business.

 “ Indemnified
Taxes ” shall mean (i) Taxes other than Excluded Taxes and (ii) to the extent not otherwise described in clause (i) above,
Other Taxes.

 “ Indemnitee ”
shall have the meaning assigned to such term in Section 9.05(b).

 “ Independent
Financial Advisor ” shall mean an investment banking or accounting firm of international standing or any third party appraiser
of international standing; provided, however, that such firm or appraiser is not an Affiliate of either Borrower.

 “ Information ”
shall have the meaning assigned to such term in Section 9.16.

 “ Initial Lien ” shall have the meaning assigned
to such term in Section 6.06(a).

 “ Initial
Agreement ” shall have the meaning assigned to such term in Section 6.07(b)(5).

 “ Initial
Loan Party ” shall mean each Subsidiary of CSC listed on Schedule 1.01.

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 “ Initial
Lender ” shall mean JPMCF.

 “ Initial
Term Loan Commitment ” shall mean, as to the Initial Lender, its obligation to make an Initial Term Loan to the Borrowers
pursuant to Section 2.01(a) in an aggregate amount equal to $2,000 million on the Closing Date.

 “ Initial
Term Loans ” shall have the meaning assigned to such term in Section 2.01(a).

 “ Intercreditor
Agreement ” shall mean, as applicable, in connection with the incurrence of any Junior Debt, any First Lien/Second Lien
Intercreditor Agreement and in connection with the incurrence of any Pari Passu Debt, any Equal Priority Intercreditor Agreement.

 “ Interest
Payment Date ” shall mean each January 15th, April 15th, July 15th and October 15th of each calendar year, commencing with
January 15, 2026, and the Maturity Date provided that if such day is not a Business Day, the Interest Payment Date shall be the next
succeeding Business Day.

 “ Interest
Rate Agreement ” shall mean, with respect to any Person, any interest rate protection agreement, interest rate future agreement,
interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate
hedge agreement or other similar agreement or arrangement to which such Person is party or a beneficiary.

 “ Internal
Control Event ” shall mean a material weakness in, or fraud that involves senior management or other employees who have
a significant role in, the Loan Parties or any of their Subsidiaries’ internal controls over financial reporting, in each case
as described in the Securities Laws.

 “ Investment ”
shall mean, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of any direct
or indirect advance, loan or other extensions of credit (other than advances or extensions of credit to customers, suppliers, directors,
officers or employees of any Person in the ordinary course of business, and excluding any debt or extension of credit represented by
a bank deposit other than a time deposit) or capital contribution to (by means of any transfer of cash or other property to others or
any payment for property or services for the account or use of others), or the Incurrence of a Guarantee of any obligation of, or any
purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such other Persons and all other items
that are or would be classified as investments on a balance sheet (excluding any notes thereto) prepared on the basis of GAAP; provided,
however , that endorsements of negotiable instruments and documents in the ordinary course of business will not be deemed to be an
Investment. If a Loan Party or any Subsidiary issues, sells or otherwise disposes of any Capital Stock of a Person that is a Subsidiary
such that, after giving effect thereto, such Person is no longer a Subsidiary, any Investment by a Loan Party or any Subsidiary in such
Person remaining after giving effect thereto will be deemed to be a new Investment equal to the fair market value of the Capital Stock
of such Subsidiary not sold or disposed of in an amount determined as provided in Section 6.05(c).

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 “ Investment
Grade Securities ” shall mean:

 (a) securities
 issued or directly and fully Guaranteed or insured by the United States or Canadian government
 or any agency or instrumentality thereof (other than Cash Equivalents);

 (b) securities
 issued or directly and fully guaranteed or insured by the United Kingdom, a member state
 of the European Union, Switzerland, Norway or any agency or instrumentality thereof (other
 than Cash Equivalents);

 (c) debt
 securities or debt instruments with a rating of “BBB” or higher from S&P
 or “Baa3” or higher by Moody’s or the equivalent of such rating by such
 rating organization or, if no rating of Moody’s or S&P then exists, the equivalent
 of such rating by any other Nationally Recognized Statistical Rating Organization, but excluding
 any debt securities or instruments constituting loans or advances among the Loan Parties
 and their Subsidiaries; and

 (d) investments
 in any fund that invests exclusively in investments of the type described in clauses (a),
 (b) and (c) above which fund may also hold cash and Cash Equivalents pending investment or
 distribution.

 “ IP
License Agreement ” shall mean that certain Intellectual Property License Agreement, dated as of the Closing Date, by and
among the applicable Group Members and CSC, as the same may be amended, restated, supplemented, replaced or otherwise modified from time
to time in accordance with the provisions hereof (including Section 6.15 hereof).

 “ IRS ”
shall mean the United States Internal Revenue Service.

 “ JPMCF ”
shall mean JPMorgan Chase Funding Inc.

 “ Judgment
Currency ” shall have the meaning assigned to such term in Section 9.21.

 “ Junior
Debt ” shall mean any Indebtedness of any Loan Party that is unsecured or secured by Liens on the Collateral on a basis
that is junior in priority to the Liens on the Collateral securing the Obligations (except as provided in clause (y) of the definition
of “Permitted Liens”) pursuant to the applicable Intercreditor Agreement or other intercreditor or subordination arrangements
reasonably satisfactory to the Administrative Agent and the Borrower Representative (each, a “ Junior Debt Additional Intercreditor
Agreement ”); provided that Junior Debt shall (i) not mature earlier than 91 days after the Maturity Date, (ii) have
a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term Loans plus 91 days,
(iii) not be secured by assets other than Collateral and (iv) not have any obligor that is a Group Member but is not a Loan Party.

 “ L2QA
Pro Forma EBITDA ” shall mean as of any date of determination, Pro Forma EBITDA for the period of the most recent two consecutive
fiscal quarters ending prior to the date of such determination for which internal combined financial statements of the Borrowers and
the Loan Parties are available multiplied by 2.0.

 “ Laws ”
shall mean each international, foreign, Federal, state and local statute, treaty, rule, guideline, regulation, ordinance, code and administrative
or judicial precedent or authority, including the interpretation or administration thereof by any Governmental Authority charged with
the enforcement, interpretation or administration thereof, and each applicable administrative order, directed…