Exhibit 10.1

Execution Version

MACDONALD, DETTWILER AND ASSOCIATES LTD.

as Borrower

– and –

ROYAL BANK OF CANADA

as Administrative Agent

– and –

ROYAL BANK OF CANADA

as Collateral Agent

– and –

THE LENDERS FROM TIME TO TIME PARTY HERETO

as Lenders

RESTATED CREDIT AGREEMENT

RBC CAPITAL MARKETS and BANK OF AMERICA, N.A.

as Joint Bookrunners for Pro Rata Facilities

RBC CAPITAL MARKETS, BANK OF AMERICA, N.A., BMO CAPITAL MARKETS, CANADIAN IMPERIAL BANK OF COMMERCE, WELLS FARGO SECURITIES, LLC, TD SECURITIES, THE BANK OF NOVA SCOTIA and HSBC SECURITIES (USA) INC.

as Joint Bookrunners for Term B Facility

RBC CAPITAL MARKETS, BANK OF AMERICA, N.A., BMO CAPITAL MARKETS, CANADIAN IMPERIAL BANK OF COMMERCE and WELLS FARGO SECURITIES, LLC

as Co-Lead Arrangers for Pro Rata Facilities

BANK OF AMERICA, N.A.

as Syndication Agent for Pro Rata Facilities

BMO CAPITAL MARKETS, CANADIAN IMPERIAL BANK OF COMMERCE, WELLS FARGO SECURITIES, LLC, TD SECURITIES, THE BANK OF NOVA SCOTIA, HSBC BANK USA, N.A. AND NATIONAL BANK FINANCIAL MARKETS

as Co-Documentation Agents for Pro Rata Facilities

Dated as of October 5, 2017

TABLE OF CONTENTS

ii

iii

SCHEDULES

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THIS RESTATED CREDIT AGREEMENT is dated as of October 5, 2017

AMONG:

MACDONALD, DETTWILER AND ASSOCIATES LTD.,

as Borrower

OF THE FIRST PART

AND:

ROYAL BANK OF CANADA,

as Administrative Agent

OF THE SECOND PART

AND:

ROYAL BANK OF CANADA,

as Collateral Agent

OF THE THIRD PART

AND:

THE LENDERS FROM TIME TO TIME PARTY HERETO,

as Lenders

OF THE FOURTH PART

WHEREAS, pursuant to the Merger Agreement, the Borrower intends to close the DigitalGlobe Acquisition;

WHEREAS, in order to fund the Stock Consideration payable pursuant to the DigitalGlobe Acquisition, the Borrower will issue 0.3132 common shares of the Borrower for each share of common stock of DigitalGlobe;

WHEREAS, in order to fund the Cash Consideration payable pursuant to the DigitalGlobe Acquisition, the Borrower has requested that the Lenders establish the Credit Facilities in an initial aggregate principal amount of US$3.750 billion to be comprised of (a) the Revolving Facility in the initial aggregate principal amount of US$1.150 billion, (b) the Operating Facility in the initial aggregate principal amount of US$100 million, (c) the Term A Facility in the initial aggregate principal amount of US$500 million and (d) the Term B Facility in the initial aggregate principal amount of US$2 billion;

WHEREAS the Borrower, the Administrative Agent and certain of the Lenders are the parties to the Existing Credit Agreement (as defined below);

AND WHEREAS the Borrower, the Administrative Agent and the Lenders have agreed to make available the Credit Facilities and to do so by amending and restating the Existing Credit Agreement upon the terms and subject to the conditions of this Agreement;

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NOW THEREFORE in consideration of the mutual covenants and agreements herein set forth and other good and valuable consideration, the receipt and sufficiency whereof is hereby acknowledged, the parties agree as follows:

Article 1

INTERPRETATION

1.1 Defined Terms.

As used in this Agreement, including the recitals and the Schedules, unless there is something in the subject matter or the context inconsistent therewith, the following terms shall have the following meanings:

“ ABR ” means for any day a fluctuating rate per annum equal to the highest of (i) the Federal Funds Effective Rate plus 1.00%, (ii) in the case of the Term B Facility and the Pro Rata Facilities funded from US Lending Offices, the rate of interest in effect for such day as determined from time to time by the Administrative Agent as its prime commercial lending rate for United States Dollar loans in the United States of America and, in the case of the Pro Rata Facilities funded from Cdn. Lending Offices, the rate of interest in effect for such day as determined by the Administrative Agent as its base rate for United States Dollar loans in Canada (neither of which rates is necessarily the lowest rate that the Administrative Agent is charging any corporate customer) and (iii) Adjusted LIBOR (which rate shall be calculated based on an Interest Period of one month as of such date) plus 1.00%; provided that that if any such rate determined above is less than zero on any day, then such rate shall be deemed to be zero for such day; provided, further, that a certificate of the Administrative Agent, absent manifest error, shall be conclusive evidence of the ABR from time to time. With each quoted or published change in the applicable prime commercial lending rate of the Administrative Agent, the Federal Funds Effective Rate or Adjusted LIBOR, there shall be a corresponding change in any rate of interest payable under this Agreement based on the ABR in accordance with the calculation above, all without the necessity of any notice thereof to the Borrower or any other Person; and any change in the ABR due to a change in the applicable prime commercial lending rate of the Administrative Agent, the Federal Funds Effective Rate or Adjusted LIBOR shall take effect at the opening of business on the day of such change.

“ ABR Loan ” means each Loan bearing interest based on the ABR, and in any event shall include all Swingline Loans made in US Dollars.

“ Acceleration Date ” means the first date on which (a) an Event of Default specified in Section 12.1(8) or 12.1(9) shall occur or (b) an acceleration of the Obligations pursuant to Section 12.2(1)(b) shall occur.

“ Accommodation ” means:

and includes an Advance and a Bankers’ Acceptance resulting from a Rollover or Conversion (whether requested or deemed to have been requested hereunder) or otherwise effected pursuant hereto.

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“ Accommodation Request ” means a notice of request for an Accommodation substantially in the form of Schedule 2 annexed hereto, or such other form as the Administrative Agent may from time to time specify.

“ Acquired Business ” means the business of DigitalGlobe and its Subsidiaries on the Closing Date.

“ Acquired Real Property ” means all of the outstanding Material Real Property of DigitalGlobe and each of its Subsidiaries.

“ Acquired Securities ” means all of the outstanding Equity Interests in DigitalGlobe and each of its Subsidiaries that shall be Designated Subsidiaries after giving effect to the Merger.

“ Acquisition ” means any purchase or other acquisition made by any MDA Party of Equity Interests of another Person that upon consummation of such acquisition or purchase becomes a Subsidiary (but excluding Equity Interests of an MDA Party) or assets of another Person (but excluding assets of an MDA Party) which constitutes a purchase or other acquisition of all or substantially all of the assets or business of such Person, or of assets constituting a business unit, a line of business or division of such Person.

“ Adjusted EBITDA ” means, for the Borrower and its Subsidiaries on a consolidated basis (excluding Non-Recourse Subsidiaries), in respect of any period and as determined in accordance with IFRS, Consolidated Net Income for such period plus

(A) a payment made, or which becomes payable, during such period; or

(B) a payment which is payable within 365 days from the end of such period;

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provided that (a) the aggregate amount of Run Rate Adjustments added back pursuant to clause (b) above shall not exceed (i) with respect to the Transactions, US$35 million and (ii) with respect to any transaction(s) other than the Transactions, 10% of Adjusted EBITDA (determined before giving effect to all such adjustments) for any period of four consecutive Financial Quarters.

Notwithstanding the foregoing, (a) Adjusted EBITDA for the Fiscal Quarter (i) ended September 30, 2016 shall be deemed to be US$ [REDACTED] (ii) ended December 31, 2016 shall be deemed to be US$ [REDACTED] , (iii) ended March 31, 2017 shall be deemed to be US$ [REDACTED] and (iv) ended June 30, 2017 shall be deemed to be US$ [REDACTED] and (b) where applicable, Adjusted EBITDA (including the amounts set forth in the preceding clause (a)) shall be further adjusted on a pro forma basis in accordance with Section 1.10 with respect to any transaction(s) other than the Transactions.

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“ Adjusted LIBOR ” means, with respect to any US LIBOR Loan for any Interest Period, an interest rate per annum equal to the product of (i) the US LIBOR in effect for such Interest Period and (ii) Statutory Reserves.

“ Administrative Agent ” means Royal Bank in its capacity as administrative agent hereunder and any successor administrative agent appointed in accordance with Article 13.

“ Administrative Questionnaire ” has the meaning set forth in Section 14.8(3)(d).

“ Advance ” means an advance of monies (other than and excluding Discount Proceeds) made or deemed to have been made by a Lender under a Credit Facility. An Advance in:

“ Affiliate ” means, with respect to any Person (the “ first Person ”), any other Person which directly or indirectly controls (or is a member of a group which directly or indirectly controls), or is under common control with, or is controlled by, the first Person. Notwithstanding the foregoing, neither the Administrative Agent nor any Lender shall be deemed to be an Affiliate of the Borrower solely by reason of its agency role or lending relationship.

“ Affiliated Lender ” means, collectively, any Affiliate of the Borrower (other than the Borrower and its Subsidiaries).

“ Agents ” means the Administrative Agent and the Collateral Agent, and “ Agent ” means either one of them.

“ Agreed Security Principles ” means the provisions set forth in Section 8.6.

“ Agreement ” means this restated credit agreement, as the same may be amended, restated, amended and restated, renewed, extended, supplemented, restated and/or otherwise modified from time to time in accordance with the terms hereof.

“ AML Legislation ” means has the meaning set forth in Section 10.1(19).

“ Anti-Corruption Laws ” means all Laws of any Sanctions Authority that apply to the Borrower or its Subsidiaries from time to time concerning or relating to bribery of government officials or public corruption.

“ Applicable Equity Amount ” means, at any time (the “ Applicable Equity Amount Reference Time ”), an amount equal to, without duplication, (a) the amount of any capital contributions made in cash to, or any proceeds of an equity issuance received by, the Borrower during the period from and including the Business Day immediately following the Closing Date through and including the Applicable Equity Amount Reference Time, but excluding all proceeds from the issuance of Disqualified Equity Interests; minus (b) the aggregate amount of any Restricted Payments made by the Borrower pursuant to Section 10.2(9)(b)(vii) after the Closing Date, and prior to the Applicable Equity Amount Reference Time.

“ Applicable Margin ” means a percentage per annum equal to:

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Notwithstanding the foregoing, (a) the Applicable Margin in respect of any Class of extended Commitments, Incremental Commitments or Permitted Refinancings shall be the applicable percentages per annum set forth in the applicable Extension/Incremental/Refinancing Amendment; provided that in the case of the Initial Term B Loans and any Class of Incremental Term Loans, the Applicable Margin shall be increased as, and to the extent, necessary to comply with the provisions of Section 2.15(4), and (b) in respect of Letters of Credit that would not be characterized as “direct credit substitutes” (as determined by the applicable Issuing Bank, acting reasonably), the Applicable Margin for Letter of Credit Fees shall be decreased to be equal to 66  ² ⁄ ₃ % of the Applicable Margins specified in Schedule 8; provided that, if any such Letter of Credit is determined by the Office of the Superintendent of Financial Institutions to be a “direct credit substitute” after the issuance thereof, the Applicable Margin shall be adjusted to be equal to 100% of the Applicable Margins for US LIBOR Loans in this definition with retroactive effect to the date of issuance thereof and the incremental issuance fee payable for the period from the date of issuance to the date of such determination shall be payable on the third Business Day of the next succeeding fiscal quarter following the date of such determination. The Applicable Margins in effect on the Closing Date are those margins specified in Level VII.

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

“ Asset Sale ” means:

in each case, other than a Permitted Disposition.

“ Asset Sale Prepayment Event ” means (x) any Asset Sale and/or (y) any disposition of assets contemplated by paragraph (j) or (to the extent outside of the ordinary course of business) (m) of the definition of “Permitted Disposition”; provided that, with respect to any Asset Sale Prepayment Event, the Borrower shall not be obligated to make any prepayment otherwise required by Section 2.3 to the extent that the Fair Market Value of the assets disposed of does not in the aggregate (i) in any one Financial Year exceed 7.5% of the Consolidated Total Assets as at the end of the most recently completed Financial Year, or (ii) during the period comprised of the four most recently completed Financial Years during the term of this Agreement, exceed 20% of the Consolidated Total Assets as at the end of the most recently completed Financial Year; provided further that to the extent the net cash proceeds of any Asset Sale or other applicable disposition are used to voluntarily prepay Term Loans pursuant to Section 2.4, the Fair Market Value of such Asset Sale or other applicable disposition shall not be counted against the foregoing limitations.

“ Asset Securitization ” means an Asset Sale by or on behalf of a Person at the election of such Person involving receivables and/or other assets in the course of an asset securitization transaction and regardless of the form of asset securitization, and for the purposes of this Agreement shall include any disposition of accounts receivable.

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“ Assignment and Acceptance ” means an assignment and acceptance substantially in the form of Schedule 4 or such other form as may be approved by the Administrative Agent.

“ Attributable Debt ” means, in respect of any lease (whether characterized as an operating lease under IFRS or not) entered into by a Person or a Subsidiary thereof as lessee in connection with a sale-lease back transaction, the present value (discounted at the rate of interest implicit in such transaction, determined in accordance with IFRS) of the lease payments of the lessee, including all rent and payments to be made by the lessee in connection with the return of the leased property, during the remaining term of the lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended) but excluding for certainty, amounts required to be paid on account of insurance, taxes, assessments, utility, operating and labour costs and similar charges; provided that if such lease constitutes a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation”.

“ Auction Agent ” means (i) the Administrative Agent or (ii) any other financial institution or advisor employed by the Borrower or any Subsidiary (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any “Dutch auction” pursuant to Section 14.8(12); provided that the Borrower shall not designate the Administrative Agent as the Auction Agent without the written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (it being understood that the Administrative Agent shall be under no obligation to agree to act as the Auction Agent).

“ Available Cash Flow ” means, for any period, in respect of the Borrower and its Subsidiaries on a consolidated basis (excluding Non-Recourse Subsidiaries) and without duplication, Adjusted EBITDA decreased by the sum of:

“ BA Equivalent Loan ” means, in relation to a Drawing, a loan in Canadian Dollars made to the Borrower by a Non-Acceptance Lender as part of the Drawing in accordance with the provisions of Section 4.11.

“ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“ Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

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“ Bankers’ Acceptance ” means a depository bill as defined by the Depository Bills and Notes Act (Canada), or a non-interest bearing bill of exchange as defined in the Bills of Exchange Act (Canada), in either case drawn by the Borrower, denominated in Canadian Dollars and accepted by a Lender as a bankers’ acceptance, as evidenced by such Lender’s endorsement thereof at the request of the Borrower pursuant to an Accommodation Request and includes a Bankers’ Acceptance resulting from a Conversion or Rollover.

“ Beneficiary ” means, in respect of any Letter of Credit, the beneficiary specified therein.

“ Board ” means the Board of Governors of the Federal Reserve System of the United States of America.

“ Borrower ” means (a) from the Closing Date until the Re-Domicile Date, the Company and (b) after the Re-Domicile Date, (x) in the event of a re-domiciliation effected pursuant to Section 10.1(20), the successor to the Company, and (y) in the event of a re-domiciliation effected pursuant to Section 14.16, Newco, in each case as confirmed by the Company pursuant to Section 2.18; provided that, after a Re-Tranching Election becomes effective, “ Borrower ” shall include each Cdn. Borrower and U.S. Borrower.

“ Borrowing ” means (i) the making of a Canadian Prime Rate Loan, a CDOR Rate Loan, an ABR Loan or a US LIBOR Loan or (ii) the issuance of Bankers’ Acceptances (or the making of a BA Equivalent Loan in lieu thereof) other than as a result of conversions or rollovers, in each case of the same Class and Type, made, converted, or continued on the same date and, in the case of US LIBOR Loans, CDOR Rate Loans or Bankers’ Acceptances (or the making of a BA Equivalent Loan in lieu thereof), as to which a single Interest Period or Bankers’ Acceptance term is in effect.

“ Business Day ” means:

“ Canadian Dollars ” and “ C$ ” each mean lawful money of Canada.

“ Canadian Dollar Exchange Rate ” means, on a particular date, the rate at which Canadian Dollars may be converted into US Dollars at the average rate of exchange for interbank transactions quoted by the Bank of Canada at approximately the close of business on such date (or, if not so quoted, the average rate of exchange for interbank transactions quoted by the Bank of Canada at approximately the close of business on the Business Day immediately preceding such date; or, if neither of such rates is available, such other rate as the Administrative Agent may reasonably determine).

“ Canadian Prime Rate ” means, at any time, the greater of:

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provided that that if any such rate determined above is less than zero on any day, then such rate shall be deemed to be zero for such day; provided, further, that a certificate of the Administrative Agent, absent manifest error, shall be conclusive evidence of the Canadian Prime Rate from time to time. With each quoted or published change in such rate aforesaid of Royal Bank or such bankers’ acceptance rate, there shall be a corresponding change in any rate of interest payable under this Agreement based on the Canadian Prime Rate in accordance with the calculation above, all without the necessity of any notice thereof to the Borrower or any other Person.

“ Canadian Prime Rate Loan ” means each Loan bearing interest based on the Canadian Prime Rate, and in any event shall include all Swingline Loans made in Canadian Dollars.

“ Capital Expenditures ” means, for any period, the additions to property, plant and equipment of the Borrower and its Subsidiaries (excluding any Non-Recourse Subsidiary) that are (or should be) set forth in a consolidated statement of cash flows of the Borrower for such period prepared in accordance with IFRS.

“ Capital Lease ” means a lease of (or other agreement conveying the right to use) real and/or personal property, which lease is required to be classified and accounted for as a capital lease on a balance sheet of the lessee under IFRS, provided , that leases under which the obligations would not constitute Capital Lease Obligations pursuant to the proviso in the definition thereof will not constitute a Capital Lease or Debt hereunder.

“ Capital Lease Obligations ” means, as to any Person, the obligations of such Person to pay rent or other amounts under a Capital Lease and, for purposes of this Agreement, the amount of such obligations shall be the capitalized amount thereof (that is, the amount in effect corresponding to the principal of such obligations), determined in accordance with IFRS provided , that obligations of the Borrower or its Subsidiaries, either existing on the Closing Date or created thereafter that (a) initially were not included on the consolidated balance sheet of the Borrower as capital lease obligations and were subsequently recharacterized as capital lease obligations or long-term financial obligations due to a change in accounting treatment or otherwise or (b) did not exist on the Closing Date and were required to be characterized as capital lease obligations or long-term financial obligations but would not have been required to be characterized as capital lease obligations or long-term financial obligations on the Closing Date had they existed at that time, shall, in each case, for all purposes not be characterized as Capital Lease Obligations or Debt.

“ Captive Insurance Subsidiary ” means any Subsidiary of the Borrower that is subject to regulation as an insurance company (or any Subsidiary of such Subsidiary).

“ Cash Consideration ” has the meaning set forth in the Merger Agreement.

“ Cash Equivalents ” means:

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provided, however , that the maturities of all obligations specified in any of paragraphs (a), (b), (c), (d) and (e) above shall not exceed 12 months.

“ Cash Manager ” means any Lender or its Affiliate that is owed any Cash Management Obligations.

“ Cash Management Obligations ” means all present and future indebtedness and other liabilities and obligations, whether contingent or absolute, matured or unmatured, at any time or from time to time due or accruing due and owing by or otherwise payable by the Borrower or a Subsidiary of the Borrower (whether alone or with another or others and whether as principal or surety) under (i) any cash management, cash aggregation, mirror or concentrator account, zero-balance or similar facility or arrangement entered into with any Lender or any Affiliate of a Lender, or (ii) any corporate credit card or similar facilities provided by any Lender or any Affiliate of a Lender.

“ Casualty Prepayment Event ” means, with respect to any property of any Person, any loss of or damage to, or any condemnation or other taking by an Official Body of, such property for which such Person or any of its Designated Subsidiaries receives insurance proceeds or proceeds of a condemnation award in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property; provided that, with respect to any such casualty event, the Borrower shall not be obligated to make any prepayment otherwise required by Section 2.3 unless and until the aggregate amount of Net Cash Proceeds from all such casualty events exceeds US$10 million (the “ Casualty Prepayment Trigger ”) in any Financial Year, but then from all such Net Cash Proceeds (excluding amounts below the Casualty Prepayment Trigger).

“ Cdn. Borrower ” means, if a Re-Tranching Election is made, the Company or Cdn. Subsidiary which is designated as the borrower under a Cdn. Tranche pursuant to Section 2.19.

“ Cdn. Lender ” means, if a Re-Tranching Election is made, a Lender under a Cdn. Tranche.

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“ Cdn. Lending Office ” means, as to any Lender, the office in Canada or the United States of America specified as the “Cdn. Lending Office” of such Lender on Schedule 1 annexed hereto or such other office in Canada or the United States of America as such Lender may designate from time to time in accordance with Section 2.1(8) or Section 2.19.

“ Cdn. Secured Obligations ” means Secured Obligations owing by any MDA Obligor(s) other than any MDA Obligors which are organized under the laws of the United States of America or any State thereof.

“ Cdn. Subsidiary ” means a wholly-owned Subsidiary of the US Parent which is organized under the laws of Canada or any Province thereof.

“ Cdn. Tranche ” means, if a Re-Tranching Election is made, a tranche of the applicable Credit Facility where the borrower is the Cdn Borrower.

“ CDOR Rate ” means, on any day, the annual rate of interest determined by the Administrative Agent which is equal to the average of the yield rates per annum (calculated on the basis for a year of 365 days) applicable to Canadian Dollar bankers’ acceptances having, where applicable, identical issue and comparable maturity dates as the proposed Bankers’ Acceptances or CDOR Rate Loan displayed and identified as such on the “CDOR Page” (or any display substituted therefor) of Reuters Monitor Money Rates Service at approximately 10:00 a.m. (Toronto time) on that day or, if that day is not a Business Day, then on the immediately preceding Business Day (as adjusted by the Administrative Agent after 10:00 a.m. (Toronto time) to reflect any error in a posted rate of interest or in the posted average annual rate of interest); provided, however , if those rates do not appear on that CDOR Page, then the CDOR Rate shall be the discount rate (expressed as a rate per annum on the basis of a year of 365 days) applicable to those Canadian Dollar bankers’ acceptances in a comparable amount to the proposed Bankers’ Acceptances or CDOR Rate Loan and having such specified term (or a term as closely as possible comparable to such specified term) as the proposed Bankers’ Acceptances or CDOR Rate Loan quoted by a Canadian chartered bank listed on Schedule I of the Bank Act (Canada) as selected by the Administrative Agent as of 10:00 a.m. (Toronto time) on that day or, if that day is not a Business Day, then on the immediately preceding Business Day; provided further that if any such rate determined above is less than zero on any day, then such rate shall be deemed to be zero for such day. Each determination of the CDOR Rate shall be conclusive and binding, absent manifest error.

“ CDOR Rate Loan ” means each Loan bearing interest based on the CDOR Rate and, for clarity, excludes a BA Equivalent Loan.

“ Certain Funds Provisions ” means the limitation of the conditions precedent to the funding of the initial Accommodations on the Closing Date to only those conditions precedent set forth in Section 6.1.

“ CFC ” means a controlled foreign corporation within the meaning of Section 957 of the Code.

“ Change in Control ” means the acquisition by any Person or a combination of Persons acting jointly or in concert of beneficial ownership of more than 50% of the Equity Interests of the Borrower, whether now outstanding or issued after the date hereof, having ordinary voting power for the election of the directors of the Borrower (other than the creation of a holding company or similar transaction so long as the Persons who beneficially owned such Equity Interests of the Borrower immediately prior to the creation of such holding company or similar transaction beneficially own sufficient Equity Interests of the resultant entity immediately thereafter to elect a majority of its board).

“ Change in Law ” means:

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provided that notwithstanding anything herein to the contrary (i) the United States Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder, issued in connection therewith, or in implementation thereof, (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or Canadian or foreign regulatory authorities and applicable to the Lenders, in each case pursuant to Basel III, and (iii) all requests, rules, guidelines, requirements and directives pursuant to CRD IV shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.

“ Class ” when used in reference to (a) any Commitment, refers to whether such Commitment is in respect of the Initial Revolving Facility Commitments, the Initial Operating Facility Commitment, the Initial Term A-1 Commitments, the Initial Term A-2 Commitments, the Initial Term B Commitments, the Incremental Commitments under any Credit Facility or the Commitments under a Permitted Refinancing, as applicable and (b) any Loans, refers to whether such Loans are in respect of the Revolving Facility, the Operating Facility, the Term A-1 Facility, the Term A-2 Facility, the Term B Facility, an Incremental Revolving Facility Commitment or an Incremental Term Facility, as applicable.

“ Closing Date ” means the closing date on which the DigitalGlobe Acquisition is consummated.

“ Code ” means the United States Internal Revenue Code of 1986 .

“ Collateral ” means the present and future assets and properties of the MDA Parties and MDA Pledgors from time to time subject to, or intended by the terms of the Security to be subject to, the Liens of the Security.

“ Collateral Agent ” means Royal Bank in its capacity as collateral agent hereunder and any successor collateral agent appointed in accordance with Article 13.

“ Commitment ” means, for a Lender in respect of a Credit Facility, the amount in respect of such Credit Facility set forth opposite such Lender’s name under the heading “Commitment” on Schedule 1 annexed hereto or in any applicable assignment pursuant to which such Lender became party hereto or acquired or sold any interests hereunder, in each case to the extent not permanently reduced, cancelled or terminated pursuant to this Agreement.

“ Commodity Exchange Act ” means the United States Commodity Exchange Act (7 U.S.C. § 1 et seq.), and any successor statute.

“ Company ” means MacDonald, Dettwiler and Associates Ltd., a corporation incorporated under the Canada Business Corporations Act and continued into the Province of British Columbia under the Business Corporations Act (British Columbia).

“ Compliance Certificate ” means a certificate substantially in the form of Schedule 3 (or such other form as may be reasonably acceptable to the Administrative Agent) which has been duly executed by a Senior Officer.

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“ Confirmation ” means the written confirmation of the Existing Security from the existing Guarantors and of the appointment of Royal Bank as the Collateral Agent hereunder, in a form satisfactory to the Administrative Agent, acting reasonably.

“ Consolidated Debt ” means, as at any date of determination, the aggregate principal amount of all Debt of the Borrower and its Subsidiaries determined on a consolidated basis (but excluding all Debt of Non-Recourse Subsidiaries) in accordance with IFRS but specifically excluding:

provided that, for the purpose of calculating Consolidated Debt, non-recourse Debt shall be the lesser of (i) the fair market value of all property subject to a Lien securing such non-recourse Debt (as demonstrated to the Administrative Agent’s reasonable satisfaction), and (ii) the amount of the obligations comprising such non-recourse Debt.

“ Consolidated Debt Leverage Ratio ” means, on any date of determination, the ratio of Consolidated Debt at such date to Adjusted EBITDA for the most recently completed four consecutive Financial Quarters ending on or prior to such date.

“ Consolidated Net Debt ” means, as of any date of determination, Consolidated Debt less any unrestricted cash and Cash Equivalents which are subject to a first ranking Lien under the Security.

“ Consolidated Net Debt Leverage Ratio ” means, as of any date of determination, the ratio of Consolidated Net Debt on such date to Adjusted EBITDA for the most recently completed four consecutive Financial Quarters ending on or prior to such date.

“ Consolidated Net Income ” means for any period, the net income (loss) of the Borrower and its Subsidiaries determined on a consolidated basis (excluding Non-Recourse Subsidiaries) in accordance with IFRS; provided that the following shall be excluded:

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provided that cash dividends received from Non-Recourse Subsidiaries in any period shall be included in the calculation of Consolidated Net Income for such period.

“ Consolidated Total Assets ” means, as of any date of determination, the amount that would, in conformity with IFRS, be set forth opposite the caption “total assets” (or any like caption) on the most recent consolidated balance sheet of the Borrower and its Subsidiaries (excluding Non-Recourse Subsidiaries) at such date.

“ control ” of a Person (including, with correlative meanings, “ controlled by ” and “ under common control with ”) means possession, directly or indirectly, of the power to direct or cause the direction of management or policies of such Person (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise); provided that, in any event and without limitation, any Person or group of Persons acting together which owns directly or indirectly more than 50% of the securities having ordinary voting power for the election of directors or other governing body of a corporation or more than 50% of the partnership or other ownership interests of any other Person will be deemed to control such corporation or other Person. The terms “ controlling ” and “ controlled ” have meanings correlative thereto.

“ Conversion ” means, in respect of any Drawing or Type of Borrowing, the conversion of the method for calculating interest, discount rates or fees thereon from one method to another in accordance with Section 2.12, and includes a conversion (i) from a Canadian Prime Rate Loan to a CDOR Rate Loan, and vice-versa, (ii) from a Canadian Prime Rate Loan or a CDOR Rate Loan to a Drawing, and vice-versa , and (iii) from a US LIBOR Loan to an ABR Loan, and vice-versa . In addition, the repayment in full by the Borrower of the Principal Outstanding under an Accommodation under the Revolving Facility or the Operating Facility in one currency and the concurrent making of an Accommodation under the same Credit Facility in another currency, whereby the aggregate US Dollar Equivalent Principal Outstanding remains the same immediately before and after such transactions, shall also be considered to be a Conversion for all purposes of this Agreement.

“ Convertible Debentures ” means any convertible subordinated debentures or notes created, issued or assumed by the Borrower which have all of the following characteristics:

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“ CRD IV ” means: (a) Regulation (EU) No 575/2013 of the European Parliament and the Council of June 26, 2013 on prudential requirements for credit institutions and investment firms; and (b) Directive 2013/36/EU of the European Parliament and of the Counsel of June 26, 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms.

“ Credit Facility ” means, as the context requires, the Revolving Facility, the Term A-1 Tranche, the Term A-2 Tranche, the Term B Facility, the Operating Facility, any Incremental Facility or any Permitted Refinancing; and “ Credit Facilities ” means, as the context requires, any or all of such credit facilities.

“ Credit Facility Documents ” means this Agreement, the Security, the Bankers’ Acceptances, the Letters of Credit issued hereunder, any Intercreditor Agreement(s) and all other documents necessary to implement the financings comprised in the Credit Facilities.

“ Current Assets ” means, at any time, the consolidated current assets (other than unrestricted cash and Cash Equivalents) of the Borrower and its Subsidiaries (excluding Non-Recourse Subsidiaries) that would, in accordance with IFRS, be classified on a consolidated balance sheet of the Borrower and its Subsidiaries (excluding Non-Recourse Subsidiaries) as current assets at such date of determination, other than amounts related to current or deferred Taxes based on income or profits, assets held for sale, loans (permitted) to third parties, pension assets, deferred bank fees and derivative financial instruments.

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“ Current Liabilities ” means, at any time, the consolidated current liabilities of the Borrower and its Subsidiaries (other than Non-Recourse Subsidiaries) at such time, but excluding, without duplication, (a) the current portion of any long-term Debt, (b) outstanding Revolving Facility Loans, Operating Facility Loans and Letters of Credit (or unreimbursed amounts in respect thereto) and Swingline Advances, (c) accruals of consolidated interest expense (excluding consolidated interest expense that is due and unpaid), (d) accruals for current or deferred Taxes based on income or profits, (e) accruals of any costs or expenses to the extent permitted to be included in the calculation of Adjusted EBITDA pursuant to sub-clause (v), (vi) and (vii) thereof or to the extent relating to extraordinary, unusual or non-recurring item, (f) pension liabilities and (g) derivative financial instruments.

“ DACA Account ” means a bank account held by a Designated Subsidiary in the United States of America, in respect of which account such Designated Subsidiary has provided to the Collateral Agent a deposit account control agreement perfecting the Lien of the Security over such account in form and substance satisfactory to the Collateral Agent, acting reasonably.

“ Debenture ” means a demand debenture made by an MDA Party in favour of the Collateral Agent granting a first-priority (subject only to Permitted Liens) mortgage and charge over all real property interests of such MDA Party and, where such MDA Party would otherwise also have granted a GSA, the security interests to be granted in a GSA; provided that, with respect to Collateral located in the United States of America, the Borrower shall provide in lieu of a demand debenture a mortgage, charge, deed of trust or other similar agreement in such form as shall reasonably be requested by the Collateral Agent.

“ Debt ” of any Person means (without duplication, all as calculated in accordance with IFRS, and whether with or without recourse):

each as incurred in the ordinary course of business, net of prepayments thereof;

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if and to the extent any of the preceding items (other than letters of credit, letters of guarantee and surety bonds) would appear as a liability upon a balance sheet (excluding the notes thereto) of the specified Person prepared in accordance with IFRS; provided that any obligation or liability in connection with an Asset Securitization that constitutes a Permitted Disposition under part (f) of such definition shall not constitute Debt.

“ Debt Incurrence Prepayment Event ” means any issuance or incurrence by the Borrower or any of the Designated Subsidiaries of any Debt (other than Permitted Debt unless such Debt is Refinancing Indebtedness in respect of any of the Credit Facilities).

“ Default ” means an event which, with the giving of notice or passage of time, or both, would constitute an Event of Default.

“ Defaulting Lender ” means any Lender whose acts or failure to act, whether directly or indirectly, cause it to meet any part of the definition of Lender Default.

“ Deferred Net Cash Proceeds ” has the meaning set forth in the definition of “Net Cash Proceeds”.

“ Deferred Net Cash Proceeds Payment Date ” has the meaning set forth in the definition of “Net Cash Proceeds”.

“ Designated Non-cash Consideration ” means the Fair Market Value of non-cash consideration received by an MDA Party in connection with an Asset Sale that is so designated as “Designated Non-cash Consideration” pursuant to a certificate of a Senior Officer of the Borrower, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration.

“ Designated Subsidiary ” means:

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in each case until such Person shall be removed as a Designated Subsidiary in accordance with Section 8.2(a).

“ DigitalGlobe ” means DigitalGlobe, Inc., a Delaware corporation.

“ DigitalGlobe Acquisition ” means the series of transactions contemplated by the Merger Agreement pursuant to which DigitalGlobe will become a direct Wholly-Owned Subsidiary of Merlin Holdings and an indirect Wholly-Owned Subsidiary of the Borrower, and as a result of which the corporate structure of the Borrower and its relevant Subsidiaries shall be as set forth in Schedule 7 annexed hereto.

“ DigitalGlobe Credit Agreement ” means the Credit and Guaranty Agreement dated as of December 22, 2016 by and among DigitalGlobe, as borrower, the several banks and other financial institutions or entities from time to time party thereto, as lenders, and Barclays Bank PLC, as administrative agent.

“ Discount Proceeds ” means, in respect of Bankers’ Acceptances to be purchased by a Lender, the difference between;

“ Discount Rate ” means:

“ Disqualified Equity Interests ” means, with respect to any Person, any Equity Interests of such Person which, by their terms, or by the terms of any security into which they are convertible or for which they are putable or exchangeable, or upon the happening of any event, mature or are mandatorily redeemable (other than solely for Qualified Equity Interests), other than as a result of a change of control or asset sale, pursuant to a sinking fund obligation or otherwise, or are redeemable at the option of the holder thereof (other than as a result of a change of control or asset sale to the extent the terms of such Equity Interests provide that such Equity Interests shall not be required to be repurchased or redeemed until the Latest Maturity Date then in effect has occurred or the terms of such Equity Interests provide that such

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Person may not repurchase or redeem such Equity Interests unless such repurchase or redemption would comply with this Agreement (including as a result of a waiver hereunder)), in whole or in part, in each case prior to the date that is 91 days after the Latest Maturity Date ( provided that only the portion of the Equity Interests which so matures or is so mandatorily redeemable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Equity Interests).

“ Disqualified Lenders ” means (a) such Persons who are competitors of the Borrower and its Subsidiaries that are designated as “Disqualified Lenders” by written notice delivered by the Borrower to the Administrative Agent from time to time, and (b) any of their respective Affiliates that are either (i) identified in writing by the Borrower to the Administrative Agent from time to time or (ii) clearly identifiable solely on the basis of the similarity in such Affiliate’s name; provided that any supplements to the list of Disqualified Lenders shall (x) not apply retroactively to disqualify any Persons that have previously acquired an assignment or participation in the Credit Facilities in accordance with the terms hereof and (y) in the case of clauses (a) and (b)(i) above, become effective on the date falling three (3) Business Days following delivery of the applicable written notice to the Administrative Agent. Notwithstanding the foregoing, each MDA Party and the Lenders acknowledge and agree that the Administrative Agent shall have no responsibility or obligation to determine whether any Lender or potential Lender is a Disqualified Lender and the Administrative Agent shall have no liability with respect to any assignment made to a Disqualified Lender.

“ Distribution ” means each of the following payments and other actions set forth below:

provided that, for greater certainty, a Distribution shall for purposes of this Agreement be considered to have taken place at the time of the relevant payment or other action described above and not at the time the same is authorized.

“ Drawing ” means the creation or making of one or more Bankers’ Acceptances pursuant to an Accommodation Request.

“ Drawing Date ” means any Business Day fixed in accordance with the provisions of this Agreement for a Drawing.

“ ECF Percentage ” means:

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“ ECF Period ” means each Financial Year of the Borrower commencing with the Financial Year ending December 31, 2018.

“ ECP Swap Obligation ” means, with respect to any MDA Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“ EDC ” means Export Development Canada.

“ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a Subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“ EEA Member Country ” means any of the member states of the European Union, United Kingdom (if applicable), Iceland, Liechtenstein and Norway.

“ EEA Resolution Authority ” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegate) having responsibility for the resolution of any EEA Financial Institution.

“ Election Date ” has the meaning set forth in Section 2.13(2).

“ Employee Benefit Plan ” means any “employee benefit plan” as defined in section 3(3) of ERISA which is sponsored, maintained or contributed to by, or required to be contributed to by any MDA Party or any of its respective ERISA Affiliates, other than any plan not subject to United States law.

“ Environmental Laws ” means all applicable Laws, Permits or requirements of any Official Body (including consent decrees to which an MDA Party is a party or otherwise subject, and administrative orders which may affect an MDA Party) relating to human health and safety (to the extent relating to human exposure to Hazardous Materials), protection of the environment, the Release of Hazardous Materials, and occupational health and safety.

“ Environmental Liability ” means any liability and obligations for any Release, violations of Environmental Law, or any environmental damage to, any contamination of, or any exposure to Hazardous Materials of, any person, property, or the environment as a result of any Release, including all liabilities and obligations arising from or related to any remediation of surface, underground, air, groundwater or surface water contamination; restorations and reclamations required under Environmental Laws; any Release in violation of Environmental Laws; the violation of pollution standards; and personal injury (including sickness, disease or death) and property damage arising from any of the foregoing.

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“ Equity Interests ” means, with respect to any Person, any shares, partnership units or other ownership or profit interests in such Person, whether voting or non-voting.

“ Equivalent Amount ” of US Dollars means, as at any date, the amount of US Dollars into which a specified amount of another currency can be converted:

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

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) that is under common control with any MDA Party and is treated as a single employer within the meaning of section 414 of the Code or section 4001 of ERISA.

“ ERISA Event ” means (i) a “reportable event” within the meaning of section 4043 of ERISA and the regulations issued thereunder with respect to any US Pension Plan (excluding those for which the 30-day notice period has been waived); (ii) the existence with respect to any Employee Benefit Plan of a non-exempt “Prohibited Transaction” (within the meaning of section 406 of ERISA or Section 4975(c) of the Code); (iii) the failure to meet the minimum funding standard of section 412 of the Code or section 302 of ERISA; (iv) the filing, pursuant to section 412(c) of the Code or section 302(c) of ERISA, of an application for a waiver of the minimum funding standard with respect to any US Pension Plan; (v) a determination that any US Pension Plan is in “at risk” status (within the meaning of section 430 of the Code or section 303 of ERISA); (vi) the provision by the administrator of any US Pension Plan pursuant to section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in section 4041(c) of ERISA; (vii) the withdrawal by any MDA Party or any of its respective ERISA Affiliates from any US Pension Plan with two or more contributing sponsors or the termination of any such US Pension Plan resulting in liability to any MDA Party or any of their respective Affiliates pursuant to section 4063 or 4064 of ERISA; (viii) the incurrence by any MDA Party or any of its respective ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any US Pension Plan; (ix) the institution by the Pension Benefit Guaranty Corporation (or any successor thereto) of proceedings to terminate any US Pension Plan, or the occurrence of any event or condition which could reasonably be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any US Pension Plan; (x) the imposition of liability on any MDA Party or any of its respective ERISA Affiliates pursuant to section 4062(e) or 4069 of ERISA or by reason of the application of section 4212(c) of ERISA; (xi) the withdrawal of any MDA Party or any of its respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefor; (xii) the receipt by any MDA Party or any of its respective ERISA Affiliates of notice from any Multiemployer Plan (A) concerning the imposition of withdrawal liability, (B) that it is insolvent pursuant to section 4245 of ERISA, (C) that such Multiemployer Plan is in “endangered” or “critical” status (within the meaning of section 432 of the Code or section 305 of ERISA) or (D) that it intends to terminate or has terminated under section 4041A or 4042 of ERISA; or (xiii) the imposition of a Lien pursuant to section 430(k) of the Code or pursuant to ERISA with respect to any US Pension Plan.

“ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“ Event of Default ” means any of the events specified in Section 12.1.

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“ Excess Cash Flow ” means, for any ECF Period, in respect of the Borrower and its Subsidiaries on a consolidated basis (excluding Non-Recourse Subsidiaries and, in the case of US Secured Obligations, Tax Excluded Subsidiaries), Consolidated Net Income:

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“ Excluded Collateral ” has the meaning set forth in Section 8.6(a).

“ Excluded Subsidiary ” means any Designated Subsidiary that (i) is an Immaterial Subsidiary, (ii) is not a Wholly-Owned Subsidiary on any date such Subsidiary would otherwise be required to become a Guarantor pursuant to the requirements of Sections 8.2 and 10.2(12) (for so long as such Subsidiary remains a non-Wholly-Owned Subsidiary), (iii) is prohibited by any applicable contractual requirement permitted under this Agreement or Requirements of Law from guaranteeing or granting Liens to secure the Obligations at the time such Subsidiary becomes a Designated Subsidiary (and for so long as such restriction or any replacement or renewal thereof is in effect), (iv) with respect to which the consequence of providing a Guarantee of the Obligations would adversely affect the ability of the Borrower and its Subsidiaries to satisfy applicable Requirements of Law, (v) with respect to which, in the reasonable judgment of the Collateral Agent and Borrower, as agreed in writing, the cost or other adverse consequences of providing a Guarantee of the Obligations shall be materially and disproportionately greater than the benefits to be obtained by the Secured Parties therefrom, (vi) from and after the Re-Domicile Date, and at the option of the Borrower and only with respect to the US Secured Obligations, is a Tax Excluded Subsidiary (subject to compliance with Section 10.1(17)), (vii) is a Captive Insurance Subsidiary or (viii) is acquired pursuant to a Permitted Acquisition or Permitted Investment and financed with assumed secured Permitted Debt, in each case to the extent that, and for so long as, the documentation relating to such Debt to which such Subsidiary is a party prohibits such Subsidiary from guaranteeing the Obligations and such prohibition was not created in contemplation of such Permitted Acquisition or Permitted Investment.

“ Excluded Swap Obligations ” means, with respect to any Person providing an MDA Obligor Guarantee, any Hedging Obligation if, and to the extent that, all or a portion of the MDA Obligor Guarantee of such Person of, or the grant by such Person of a Lien to secure, such Hedging Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Person’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Person or the grant of such security interest becomes effective with respect to such Hedging Obligation. If a Hedging Obligation arises under a master agreement governing more than one Hedging Instrument, such exclusion shall apply only to the portion of such Hedging Obligation that is attributable to swaps for which such Guarantee or Lien is or becomes illegal.

“ Excluded Taxes ” means, any of the following Taxes imposed on or 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 or required to be withheld or deducted from a payment to the Administrative Agent or any Lender or any other recipient of any payment to be made by or on account of any Obligation hereunder or under any other Credit Facility Document, (a) Taxes imposed on or measured by net income (however denominated), (b) franchise Taxes, Canadian federal or provincial capital Taxes and branch profits Taxes, in each case of (a) and (b), (i) imposed as a result of such recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the applicable jurisdiction imposing such Tax (or any political subdivision thereof), or (ii) that are Other Connection Taxes, (c) in the case of a Lender, any U.S federal or Canadian withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Requirement of Law in effect on the date on which such Lender (i) acquires such interest in such Loan or Commitment (other than pursuant to an assignment request under Section 11.7) or (ii) designates a new Lending Office, except in each case to the extent that the relevant Lender (or its assignor, if any) was entitled, immediately prior to the designation of a new Lending Office (or assignment), to receive additional amounts from any MDA Obligor with respect to such withholding Tax pursuant to Section 11.6(1), (d) any Canadian Tax that would not have been imposed but for a recipient (i) not dealing at arm’s length for purposes of the ITA with an MDA Obligor, or (ii) being a “specified shareholder” (as defined in subsection 18(5) of the ITA) of an MDA Obligor or not dealing at

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arm’s length for purposes of the ITA with any such specified shareholder, (e) Taxes imposed as a result of the application of subsection 212(3.2) of the ITA, (f) Taxes attributable to such Lender’s failure to comply with Section 11.6(7) and 11.6(9), and (g) any withholding tax imposed under FATCA or Taxes imposed pursuant to Part XVIII of the ITA.

“ Existing Credit Agreement ” means the 2012 Credit Agreement, among MacDonald, Dettwiler and Associates Ltd. as borrower, Royal Bank of Canada as administrative agent, and the lenders signatory thereto and dated for reference November 2, 2012, as amended prior to the Closing Date.

“ Existing DG Letters of Credit ” means each letter of credit previously issued for the account of DigitalGlobe by Wells Fargo Bank, N.A. and outstanding on the Closing Date, including those described in Part II of Schedule 10.

“ Existing Letters of Credit ” means the Existing MDA Letters of Credit and the Existing DG Letters of Credit.

“ Existing MDA Letters of Credit ” means each letter of credit previously issued for the account of the Borrower by RBC under the Existing Credit Agreement and outstanding on the Closing Date, including those described in Part I of Schedule 10.

“ Existing Security ” means all “Security” (as defined in the Existing Credit Agreement) previously granted by the Borrower and the existing Guarantors in accordance with the Existing Credit Agreement, and held by Royal Bank in its capacity as Collateral Agent under the Existing Credit Agreement as continuing collateral security for any or all present and future Secured Obligations, as more particularly described in Schedule 18.

“ Existing Term B Loans ” has the meaning set forth in Section 2.17(1).

“ Extending Revolving Lender ” has the meaning set forth in Section 2.13(2).

“ Extended Term B Loans ” has the meaning set forth in Section 2.17(1).

“ Extending Revolving Lenders ” has the meaning set forth in Section 2.13(2).

“ Extending Term A Lenders ” has the meaning set for in Section 2.14(2).

“ Extending Term B Lender ” has the meaning set forth in Section 2.17(4).

“ Extension/Incremental/Refinancing Amendment ” means any amendment which gives effect to (a) any extension of any Maturity Dates effected pursuant to Section 2.13, 2.14 or 2.17, (b) any Incremental Commitments added pursuant to Section 2.15 or (c) any Permitted Refinancings effected pursuant to Section 2.16.

“ Face Amount ” means, in respect of a Bankers’ Acceptance, the amount payable to the holder thereof on its maturity and, in respect of a Letter of Credit, the maximum amount that may from time to time be payable to the Beneficiary thereof, and where used in a context referring to more than one Bankers’ Acceptance and/or Letter of Credit means the aggregate of the Face Amounts thereof.

“ Fair Market Value ” means with respect to any asset or group of assets on any date of determination, the value of the consideration (as determined in good faith by the Borrower) obtainable in a sale of such asset at such date of determination assuming a sale by a willing seller to a willing purchaser dealing at arm’s length and arranged in an orderly manner over a reasonable period of time having regard to the nature and characteristics of such asset or group of assets.

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“ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among governmental authorities entered into in connection with the implementation of the foregoing.

“ Federal Funds Effective Rate ” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depositary institutions, as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time, and published on the next succeeding day by the Federal Reserve Bank of New York as the federal funds effective rate; provided that, if any such rate determined above is less than zero on any day, then such rate shall be deemed to be zero for such day.

“ Financial Covenants ” means the covenants set forth in Section 10.2(11).

“ Finance Parties ” means, collectively, the Administrative Agent and the Lenders.

“ Financial Quarter ” means a period of three consecutive months ending on March 31, June 30, September 30 or December 31, as the case may be.

“ Financial Statements ” means the financial statements (including the notes thereto) of the Borrower, which shall be consolidated unless expressly provided otherwise and shall include a balance sheet, a statement of income and retained earnings and a statement of cash flows, together with comparative figures in each case (where a comparative period on an earlier statement exists), all prepared, maintained and stated in accordance with IFRS applied consistently.

“ Financial Year ” means a financial year commencing on January 1 of each calendar year and ending on December 31 of such year.

“ First Lien Debt Leverage Ratio ” means, on any determination, the ratio of First Lien Obligations on such date to Adjusted EBITDA for the most recently completed four consecutive Financial Quarters ending on or prior to such date.

“ First Lien Intercreditor Agreement ” means a first lien/first lien intercreditor agreement substantially in the form of Schedule 13 (with such changes to such form as may be reasonably acceptable to the Administrative Agent, the Collateral Agent and the Borrower) among the Administrative Agent, the Collateral Agent and the representatives for purposes thereof for holders of one or more classes of First Lien Obligations (other than the Obligations).

“ First Lien Obligations ” means collectively (i) the Obligations and (ii) any Permitted Other Indebtedness Obligations that are (A) secured by Liens on the Collateral that rank on a pari passu basis (but without regard to the control of remedies) with the Liens on the Collateral securing the Secured Obligations and (B) subject to a First Lien Intercreditor Agreement.

“ Foreign Ownership, Control or Influence Requirements ” means the requirements set forth in (i) the National Industrial Security Program Operating Manual, DoD 5220.22-M, issued by the United States Department of Defense on February 28, 2006, as amended, (ii) any similar or successor Laws or guidance issued by any agency or instrumentality of the United States Federal Government applicable to the Borrower or any of its Subsidiaries in such Person’s capacity as a contractor to the United States Federal Government, and (iii) any foreign ownership, control or influence mitigation or negation arrangements to which the Borrower or any of its Subsidiaries is subject (e.g., a Special Security Agreement).

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“ Foreign Plan ” means each employee pension benefit plan (within the meaning of Section 3(2) of ERISA, whether or not subject to ERISA) that is not subject to U.S. Law and is maintained or contributed to by any MDA Party or any of its Subsidiaries with respect to employees located outside the United States of America.

“ Foreign Plan Event ” means, with respect to any Foreign Plan, (i) the failure to make or, if applicable, accrue in accordance with normal accounting practices, any contributions required by applicable law or by the terms of such Foreign Plan; (ii) the failure to register or loss of good standing (if applicable) with applicable regulatory authorities of any such Foreign Plan required to be registered; or (iii) the failure of any Foreign Plan to comply with any requirements of Law or with the terms of such Foreign Plan.

“ FSHCO ” means a U.S. Subsidiary that has no material assets other than equity interests in, or indebtedness of, one or more CFCs.

“ Fund ” means any Person (other than a natural Person) that is engaged or advises funds or other investment vehicles that are engaged in making, purchasing, holding, or investing in commercial loans and similar extensions of credit in the ordinary course.

“ General Basket Debt ” has the meaning set forth in Section 10.2(1)(q).

“ GSA ” means a general security agreement (or equivalent under applicable Laws) made by an MDA Party in favour of the Collateral Agent granting to the Collateral Agent a security interest over all of its existing and after-acquired personal property of every nature and kind whatsoever.

“ Guarantee ” means, in respect of any Person, any guarantee, undertaking to assume, endorse, contingently agree to purchase or pay, or to provide funds for the purchase or payment of, or otherwise become liable in respect of, any obligation of any other Person, including the provision of any Lien on the assets of such Person to secure the Debt or other obligation of any other Person; provided that the amount of each Guarantee shall be deemed to be the amount of the obligation guaranteed thereby, unless (i) the Guarantee is limited to a determinable amount in which case the amount of such Guarantee shall be deemed to be the lesser of such determinable amount or the amount of such obligation, or (ii) the Guarantee is provided on a non-recourse or limited recourse basis, in which case the amount of such Guarantee shall be deemed to be the lesser of (x) the fair market value of all property subject to a Lien securing such non-recourse or limited recourse Guarantee (as demonstrated to the Administrative Agent’s reasonable satisfaction), and (y) the amount of the obligation guaranteed by such Guarantee.

“ Guarantor ” means each Designated Subsidiary of the Borrower that is a party to an MDA Obligor Guarantee.

“ Hazardous Materials ” means:

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“ Hedging Instrument ” means:

“ Hedging Obligations ” means all present and future indebtedness and other liabilities and obligations, whether contingent or absolute, matured or unmatured, at any time or from time to time due or accruing due and owing by or otherwise payable by the Borrower or any Designated Subsidiary (whether alone or with another or others and whether as principal or surety) under any one or more existing or future Hedging Instruments where the counterparty is a Lender or an Affiliate of a Lender at the time such Hedging Instrument is entered into.

“ IFRS ” means, in relation to any Person at any time, International Financial Reporting Standards applied on a basis consistent with the most recent audited financial statements of such Person and its consolidated Subsidiaries (except for changes approved by the auditors of such Person). If at any time the Borrower elects to use U.S. GAAP in lieu of IFRS for financial reporting purposes pursuant to Section 1.3, references herein to IFRS shall thereafter be construed to mean (a) for periods beginning on and after the date specified in such notice, U.S. GAAP as in effect from time to time and (b) for prior periods, IFRS as defined in the first sentence of this definition, in each case subject to Section 1.3.

“ Immaterial Subsidiary ” means any Designated Subsidiary (other than a Designated Subsidiary that was a Guarantor immediately before the Closing Date) which (a) individually has assets which constitute less than 2% of Consolidated Total Assets and generate less than 2% of Adjusted EBITDA and (b) collectively with all other Immaterial Subsidiaries has assets which constitute less than 5% of Consolidated Total Assets and generate less than 5% of Adjusted EBITDA, in each case as determined by reference to the most recent Financial Statements provided to the Administrative Agent.

“ Increased Amount Date ” has the meaning set forth in Section 2.15(4).

“ Increased Costs ” means any amounts payable by the Borrower to the Administrative Agent or a Lender under any of Sections 3.2(3) and 5.9, Article 11 and Section 14.5.

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“ Incremental Commitment Request ” has the meaning set forth in Section 2.15(1).

“ Incremental Commitments ” has the meaning set forth in Section 2.15(1).

“ Incremental Equivalent Debt ” has the meaning set forth in Section 2.15(6).

“ Incremental Facility ” means any Credit Facility established by Incremental Commitments of the same Class.

“ Incremental Facility Limit ” has the meaning set forth in Section 2.15(1).

“ Incremental Operating Facility Commitment ” has the meaning set forth in Section 2.15(1).

“ Incremental Revolving Facility Commitments ” has the meaning set forth in Section 2.15(1).

“ Incremental Revolving Lender ” has the meaning set forth in Section 2.15(7).

“ Incremental Term Commitments ” has the meaning set forth in Section 2.15(1).

“ Incremental Term A Commitments ” has the meaning set forth in Section 2.15(1).

“ Incremental Term B Commitments ” has the meaning set forth in Section 2.15(1).

“ Incremental Term Facility ” means any Class of Incremental Term Commitments.

“ Incremental Term Loans ” means any Loans funded pursuant to any Incremental Term Commitments.

“ Indemnified Taxes ” means (a) all Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any MDA Party hereunder or any Credit Facility Document and (b) to the extent not otherwise described in (a), Other Taxes.

“ Initial Lead Arrangers ” means each of (a) Royal Bank and (b) Bank of America, N.A. (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its Subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement).

“ Initial Operating Facility Commitment ” has the meaning set forth in the definition of the term Operating Facility Commitment.

“ Initial Revolving Facility Commitments ” has the meaning set forth in the definition of the term Revolving Facility Commitments.

“ Initial Term A-1 Commitment ” means, in the case of each Lender that is a Lender on the Closing Date, the amount set forth opposite such Lender’s name on Schedule 1 as such Lender’s Initial Term A-1 Commitment. The aggregate amount of the Initial Term A-1 Commitments as of the Closing Date is US$250 million.

“ Initial Term A Loans ” means the Initial Term A-1 Loans and the Initial Term A-2 Loans.

“ Initial Term A Maturity Date ” means the Initial Term A-1 Maturity Date and the Initial Term A-2 Maturity Date, and “ Initial Term A Maturity Date ” means either of them, as applicable.

“ Initial Term A-1 Lender ” means a Lender with an Initial Term A-1 Commitment or an outstanding Initial Term A-1 Loan.

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“ Initial Term A-1 Loan ” has the meaning set forth in Section 2.1(1)(c).

“ Initial Term A-1 Maturity Date ” means October 5, 2020 or, if such date is not a Business Day, the immediately preceding Business Day, subject to extension in accordance with Section 2.14.

“ Initial Term A-2 Commitment ” means, in the case of each Lender that is a Lender on the Closing Date, the amount set forth opposite such Lender’s name on Schedule 1 as such Lender’s Initial Term A-2 Commitment. The aggregate amount of the Initial Term A-2 Commitments as of the Closing Date is US$250 million.

“ Initial Term A-2 Lender ” means a Lender with an Initial Term A-2 Commitment or an outstanding Initial Term A-2 Loan.

“ Initial Term A-2 Loan ” has the meaning set forth in Section 2.1(1)(d).

“ Initial Term A-2 Maturity Date ” means October 5, 2021 or, if such date is not a Business Day, the immediately preceding Business Day, subject to extension in accordance with Section 2.17.

“ Initial Term B Commitment ” means, in the case of each Lender that is a Lender on the Closing Date, the amount set forth opposite such Lender’s name on Schedule 1 as such Lender’s Initial Term B Commitment. The aggregate amount of the Initial Term B Commitments as of the Closing Date is US$2 billion.

“ Initial Term B Lender ” means a Lender with an Initial Term B Commitment or an outstanding Initial Term B Loan.

“ Initial Term B Loan ” has the meaning set forth in Section 2.1(1)(e).

“ Initial Term B Maturity Date ” means October 5, 2024 or, if such date is not a Business Day, the immediately preceding Business Day, subject to extension in accordance with Section 2.17.

“ Initial Term B Repayment Amount ” has the meaning set forth in Section 2.2(1)(e).

“ Initial Term B Repayment Date ” has the meaning set forth in Section 2.2(1)(e).

“ Intellectual Property ” means U.S., Canadian and foreign intellectual property, including all (a) (i) patents, inventions, processes, developments, technology, and know-how; (ii) copyrights and works of authorship in any media, including graphics, advertising materials, labels, package designs, and photographs; (iii) trademarks, service marks, trade names, brand names, corporate names, domain names, logos, trade dress, and other source indicators, and the goodwill of any business symbolized thereby; and (iv) trade secrets, confidential, proprietary, or non-public information and (b) all registrations, issuances, applications, renewals, extensions, substitutions, continuations, continuations-in-part, divisions, re-issues, re-examinations, foreign counterparts, or similar legal protections related to the foregoing.

“ Intercreditor Agreement ” means any First Lien Intercreditor Agreement or Second Lien Intercreditor Agreement entered into in accordance with this Agreement.

“ Interest Coverage Ratio ” means, on any date of determination, the ratio of Adjusted EBITDA to Interest Expense for the most recently completed four consecutive Financial Quarters ending on or prior to such date.

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“ Interest Expense ” means, without duplication, in respect of any period and as determined on a consolidated basis (but excluding all Non-Recourse Subsidiaries) for the Borrower in accordance with IFRS, the sum of :

less :

provided that, (i) for purposes of calculating the denominator of the ratio set forth in Section 10.2(11)(b), interest expense shall be limited to total interest expense on Debt payable in cash (including the interest component under Capitalized Leases payable in cash), but excluding to the extent included in interest expense, (A) fees and expenses associated with the consummation of the Transaction, (B) annual agency fees paid to the Administrative Agent, (C) costs associated with obtaining Hedging Instruments and any interest expense attributable to the movement of the mark-to-market valuation of obligations under Hedging Instruments or other derivative instruments, and any one-time cash costs associated with breakage in respect of Hedging Instruments for interest rates, (D) fees and expenses associated with any issuance of Equity Interests, Investment or Debt incurrence and (E) any interest component relating to accretion or accrual of discounted liabilities) and (ii) where applicable, such calculation shall be adjusted on a pro forma basis in accordance with Section 1.10.

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Notwithstanding the foregoing, (a) Interest Expense for the Fiscal Quarter (i) ended September 30, 2016 shall be deemed to be US$33 million, (ii) ended December 31, 2016 shall be deemed to be US$33 million, (iii) ended March 31, 2017 shall be deemed to be US$33 million and (iv) ended June 30, 2017 shall be deemed to be US$33 million and (b) where applicable, Interest Expense (including the amounts set forth in the preceding clause (a)) shall be further adjusted on a pro forma basis in accordance with Section 1.10 with respect to any transaction(s) other than the Transactions.

“ Interest Period ” means, for each CDOR Rate Loan or US LIBOR Loan, a period commencing:

and ending in either case on the last day of such period as shall be selected by the Borrower pursuant to the provisions below.

If another type of Borrowing is subject to a Conversion to a CDOR Rate Loan or US LIBOR Loan, the initial Interest Period for such Loan shall commence on the date of such Conversion. The duration of each Interest Period for a CDOR Rate Loan or US LIBOR Loan shall be one, two, three, six or (if agreed by all of the applicable Lenders) twelve months, as the Borrower may select in the applicable Accommodation Request, or such other period to which all of the applicable Lenders may agree. No Interest Period may be selected which would end on a day after the applicable Maturity Date for the applicable Credit Facility or, in the opinion of the Administrative Agent, conflict with any repayment stipulated herein. Whenever the last day of an Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day; provided that, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day.

“ Investments ” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the form of direct or indirect loans, Guarantees of loans, advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Debt, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with IFRS. “Investments” shall exclude extensions of trade credit and loans to customers in the ordinary course of business on commercially reasonable terms in accordance with normal trade practices of such Person (including notes receivables received from customers in the ordinary course of business in connection with the provision of satellite construction and related services). If any MDA Party sells or otherwise disposes of any Equity Interests of any direct or indirect Designated Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Designated Subsidiary, the Borrower will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Borrower’s Investments in such Designated Subsidiary that were not sold or disposed of. The acquisition by any MDA Party of a Person that holds an Investment in a third Person will be deemed to be an Investment by such MDA Party in such third Person in an amount equal to the Fair Market Value of the Investment held by the acquired Person in such third Person.

“ IRS ” means the United States Internal Revenue Service.

“ ISP98 ” means the International Standby Practices ISP98, as published by the International Chamber of Commerce and in effect from time to time.

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“ Issuance ” means the issuance of one or more Letters of Credit made pursuant to an Issue Notice.

“ Issue Date ” means any Business Day fixed in accordance with the provisions of this Agreement for an Issuance.

“ Issue Notice ” means a notice of request for an Issuance in the form of the Issuing Bank’s customary letter of credit application, as defined in Section 5.3(1).

“ Issuing Bank ” means:

provided that each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to each Letter of Credit issued by such Affiliate. As of the Closing Date, Royal Bank and Wells Fargo Bank, N.A. are the sole Issuing Banks.

“ ITA ” means the Income Tax Act (Canada), as amended.

“ Latest Maturity Date ” means, at any date of determination, the latest Maturity Date applicable to any Loan or Commitment hereunder at such time, in each case as extended in accordance with this Agreement from time to time.

“ Law ” means any law (including common law and the laws of equity), constitution, statute, treaty, regulation, rule, ordinance, order, injunction, writ, decree or award of any Official Body.

“ LCA Election ” means Borrower’s election to treat a Permitted Acquisition or other Investment permitted hereunder as a Limited Condition Acquisition.

“ LCA Test Date ” as defined in Section 1.12.

“ Lender Default ” means (i) the refusal or failure of any Lender to make available its portion of any Advances or Letter of Credit reimbursement obligations, which refusal or failure is not cured within two Business Days after the date of such refusal or failure, unless such Lender notifies the Administrative Agent in writing that such refusal or failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in writing) has not been satisfied, (ii) the failure of any Lender to pay over to the Administrative Agent, the Swingline Lender, any Issuing Bank or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, unless the subject of a good faith dispute, (iii) a Lender has notified, in writing, the Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations under this Agreement or has made a public statement to that effect with respect to its funding obligations under this Agreement or a Lender has publicly announced that it does not intend to comply with its funding obligations under other loan agreements, credit agreements or similar facilities generally (unless such writing or public statement relates to such Lender’s obligation to fund an Advance hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in writing or public statement) cannot be satisfied), (iv) a Lender has failed, within three business days, to confirm in a manner reasonably satisfactory to the Administrative Agent that it will comply with its funding obligations under this Agreement, (v) a Distressed Person has admitted in writing that it is insolvent or such Distressed Person becomes subject to a Lender-Related Distress Event or (vi) a Lender has become subject to a Bail-In Action.

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“ Lender Hedge Provider ” means a Lender or its Affiliate (or former Lender or its Affiliate) that is owed any Hedging Obligations.

“ Lender Hedging Obligations ” means Hedging Obligations owed to a Lender or its Affiliate at the time the applicable Hedging Instruments were entered into.

“ Lender-Related Distress Event ” means, with respect to any Lender or any other Person that directly or indirectly controls such Lender (each, a “ Distressed Person ”), other than via an Undisclosed Administration, a voluntary or involuntary case with respect to such Distressed Person under any debt relief law, or a custodian, conservator, receiver, or similar official is appointed for such Distressed Person or any substantial part of such Distressed Person’s assets, or such Distressed Person, or any Person that directly or indirectly controls such Distressed Person, is subject to a forced liquidation or such Distressed Person makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any Official Body having regulatory authority over such Distressed Person to be, insolvent or bankrupt; provided that a Lender-Related Distress Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any Equity Interests in any Lender or any Person that directly or indirectly controls such Lender by an Official Body or an instrumentality thereof.

“ Lenders ” means the Lenders named as “Lenders” on the signature pages hereto and their successors and permitted assigns.

“ Lenders’ Counsel ” means Norton Rose Fulbright Canada LLP as Canadian counsel to the Administrative Agent and the Lenders, Paul Hastings LLP as United States counsel to the Administrative Agent and the Lenders or such other law firm or firms as may from time to time be chosen by the Administrative Agent to act on their behalf in connection with the Credit Facilities and approved by the Borrower (such approval not to be unreasonably withheld, and which approval will not be required if an Event of Default has occurred and is continuing).

“ Lending Office ” means a Cdn. Lending Office or US Lending Office, as applicable.

“ Letter of Credit ” means a standby letter of credit, a commercial letter of credit (if permitted by the applicable Issuing Bank) or a letter of guarantee (subject to availability), in each case, issued under the Revolving Facility or the Operating Facility, as the case may be, for a specified amount in Canadian Dollars, US Dollars or (subject to availability) any other currency agreed by the applicable Issuing Bank, at the request and upon the indemnity of the Borrower pursuant to Article 5. Letters of Credit for specified amounts in Canadian Dollars, US Dollars or such other currency are each a “ type ” of Letter of Credit.

“ Letter of Credit Fronting Commitment ” means, in respect of any Issuing Bank, the aggregate limit of the Face Amount of Letters of Credit that may be issued by such Issuing Bank on a “fronting basis” under this Agreement and outstanding at any time, as separately agreed between such Issuing Bank and the Borrower and consented to by the Administrative Agent from time to time, as amended or reduced in accordance with this Agreement from time to time. As of the Closing Date, the Letter of Credit Fronting Commitment of Royal Bank is US$125 million and the Letter of Credit Fronting Commitment of Wells Fargo Bank, N.A. is US$20 million.

“ Letter of Credit Sublimit ” has the meaning set forth in Section 2.1(3)(a).

“ Lien ” means any mortgage, pledge, lien, hypothecation, security interest or other encumbrance or charge (whether fixed, floating or otherwise) or title retention, any right of set-off (arising with respect to indebtedness for borrowed monies and otherwise than by operation of Law), and any deposit of moneys under any agreement or arrangement whereby such moneys may be withdrawn only upon fulfilment of

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any condition as to the discharge of any other indebtedness or other obligation to any creditor, or any right of or arrangement of any kind with any creditor to have its claims satisfied prior to other creditors with or from the proceeds of any properties, assets or revenues of any kind now owned or later acquired.

“ Limited Condition Acquisition ” means any Permitted Acquisition or other Investment permitted hereunder by Borrower or one or more of its Designated Subsidiaries whose consummation is not conditioned on the availability of, or on the obtaining of, third party financing.

“ Limited MDA Obligors ” means those MDA Obligors which provide MDA Obligor Guarantees with respect to the Cdn. Secured Obligations and do not provide MDA Obligor Guarantees with respect to the other Secured Obligations.

“ Loan ” means the outstanding principal amount of any Borrowing made by any Lender pursuant to this Agreement.

“ LuxCo ” means MD Information Service (Luxembourg) S.à r.l., a private limited liability company ( société à responsabilité limitée ) organized under the laws of Luxembourg, registered at the Registre de Commerce et des Sociétés, Luxembourg under the number B98.787 and with its registered office at 26, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg.

“ LuxCo Loan ” means the unsecured loan facilities made available to Merlin Holdings by LuxCo in the aggregate principal amount of US$ [REDACTED] .

“ Mandatory Pension Payments ” means cash and cash equivalent contributions, premiums and other cash and cash equivalent payments required to be made by the Borrower on a consolidated basis under the terms of (or in accordance with any Laws applicable to) any (i) Employee Benefit Plan, (ii) plan which is considered to be a pension plan for the purposes of any applicable pension benefits standards statute and/or regulation in Canada (excluding the Canada Pension Plan or the Quebec Pension Plan), or (iii) similar plan or arrangement governed by the laws of any other jurisdiction.

“ Maintenance Capital Expenditures ” means, for any period, the aggregate amount of all Capital Expenditures made by the Borrower and its Subsidiaries (excluding any Non-Recourse Subsidiaries) for repair or maintenance of property, plant or equipment and excluding, for the avoidance of doubt, any expenditures with respect to satellites.

“ Margin Stock ” has the meaning assigned to such term in Regulation U.

“ Material Real Property ” means any fee owned real property or leasehold interest owned by an MDA Party that does not come within the exclusions set forth in Section 8.6.

“ Maturity Date ” means the Revolving Facility Maturity Date, the Operating Facility Maturity Date, the maturity or expiration date for any Incremental Revolving Facility Commitments, the Initial Term A Maturity Date, the maturity or expiration date for any Incremental Term A Commitments, the Initial Term B Maturity Date, the maturity or expiration date for any Incremental Term B Commitments, the maturity or expiration date for any Extended Term Loan and the Maturity Date of any other Class of Loans hereunder, as applicable.

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“ MDA Holdings ” means MDA Communications Holdings, LLC.

“ MDA Obligor ” means the Borrower or a Guarantor, and “ MDA Obligors ” means, collectively, the Borrower and all Guarantors.

“ MDA Party ” means the Borrower or a Designated Subsidiary, and “ MDA Parties ” means, collectively, the Borrower and all Designated Subsidiaries.

“ MDA Obligor Guarantee ” means, subject to Section 2.19(3), (a) any Guarantee of the Secured Obligations made by each MDA Obligor from time to time in favour of the Administrative Agent for the benefit of the applicable Secured Parties, substantially in the form of Schedule 5 and (b) any other Guarantee of the Secured Obligations made by an MDA Obligor for the benefit of the applicable Secured Parties, in form and substance acceptable to the Administrative Agent, acting reasonably.

“ MDA Pledgor ” means an Affiliate of the Borrower that provides a pledge of Equity Interests of a Designated Subsidiary as part of the Security, but is not itself an MDA Party.

“ Merger ” means the merger by Merlin Sub with and into DigitalGlobe pursuant to the Merger Agreement, with the separate existence of Merlin Sub ceasing and DigitalGlobe continuing as the surviving corporation in such merger as a Wholly-Owned Subsidiary of Merger Holdings.

“ Merger Agreement ” means the Agreement and Plan of Merger, dated as of February 24, 2017, by and among the Borrower, Merlin Holdings, Merger Sub I, Inc., Merlin Sub and DigitalGlobe.

“ Merger Closing ” means the “Closing” as defined in the Merger Agreement.

“ Merger Consideration ” means the aggregate amount of the Cash Consideration and the Stock Consideration.

“ Merlin Holdings ” means SSL MDA Holdings, Inc.

“ Merlin Sub ” means Merlin Merger Sub, Inc.

“ Moody’s ” means Moody’s Investors Service, Inc. and its successors and assigns.

“ Multiemployer Plan ” means any Employee Benefit Plan which is a “multiemployer plan” as defined in Section 3(37) or Section 4001(a)(3) of ERISA.

“ Net Cash Proceeds ” means, with respect to any Asset Sale Prepayment Event or Casualty Prepayment Event, the proceeds received therefrom in the form of cash or Cash Equivalents, including payments in respect of deferred payment obligations when received in the form of Cash Equivalents, or Equity Interests or other assets when disposed of for cash or Cash Equivalents, received by any MDA Party from such Asset Sale Prepayment Event or Casualty Prepayment Event, net of (a) all reasonable costs and expenses incurred by the applicable MDA Party with respect thereto, (b) all Taxes paid or payable by any MDA Party with respect thereto, (c) any amounts required to be applied to the repayment of Debt (other than any First Lien Obligations or Second Lien Obligations) secured by a Lien on the assets being disposed of in such Asset Sale or other applicable disposition, (d) any reserve established in accordance with IFRS against any liabilities associated with the property or assets being disposed of as part of the applicable Asset Sale or Casualty Prepayment Event and (e) in the case of any Casualty Prepayment Event, the amount of any proceeds of such Casualty Prepayment Event that the Borrower or any Designated Subsidiary has reinvested or intends to reinvest within the period of 365 days after the

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occurrence of Casualty Prepayment Event (the “ Reinvestment Period ”) or has entered into a binding commitment prior to the last day of the Reinvestment Period to reinvest in the business of the Borrower or any of the Designated Subsidiaries; provided that in the case of paragraph (e), any portion of such proceeds that has not been so reinvested within such Reinvestment Period (with respect to such Casualty Prepayment Event, the “ Deferred Net Cash Proceeds ”) shall, unless the Borrower or a Designated Subsidiary has entered into a binding commitment prior to the last day of such Reinvestment Period to reinvest such proceeds no later than 180 days following the last day of such Reinvestment Period, (1) be deemed to be Net Cash Proceeds of a Casualty Prepayment Event occurring on the last day of such Reinvestment Period or, if later, 180 days after the date the Borrower or such Designated Subsidiary has entered into such binding commitment, as applicable (such last day or 180th day, as applicable, the “ Deferred Net Cash Proceeds Payment Date ”), and (2) be applied to the repayment of Term Loans in accordance with Section 2.3(1)(a).

“ Newco ” means, from and after the Re-Domicile Date, the US Parent or a US Subsidiary.

“ Non-Acceptance Discount Rate ” means, for any day, the rate that is described in paragraph (b) of the definition of Discount Rate; provided that, if at any relevant time there are no Reference Lenders, the Non-Acceptance Discount Rate will be the rate described in paragraph (b)(i) of that definition.

“ Non-Acceptance Lender ” has the meaning set forth in Section 4.11.

“ Non-Extending Revolving Lender ” has the meaning set forth in Section 2.13(4).

“ Non-Extending Term A Lender ” has the meaning set forth in Section 2.14(4).

“ Non-Recourse Debt ” means Debt:

“ Non-Recourse Subsidiary ” means a Subsidiary of the Borrower (excluding a Designated Subsidiary) which has been designated as a Non-Recourse Subsidiary in accordance with this Agreement, and which Subsidiary does not have outstanding any Debt other than Non-Recourse Debt and Permitted Debt owing to an MDA Party as permitted under this Agreement.

“Non-U.S. Person” means any Person that is not a U.S. Person.

“ Notice ” means an Accommodation Request or an Issue Notice.

“ Obligations ” means:

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“ OECD ” means the Organisation for Economic Co-operation and Development.

“ OFAC ” means the Office of Foreign Assets Control of the U.S. Department of the Treasury.

“ Official Body ” means any government (including any federal, provincial, state, territorial, municipal or local government) or political subdivision or any agency, authority, bureau, regulatory or administrative authority, central bank, monetary authority, commission, department or instrumentality thereof, or any court, tribunal, judicial entity, or arbitrator, whether foreign or domestic.

“ OID ” means original issue discount.

“ Operating Facility ” means the Credit Facility to be made available by the Operating Lender pursuant to the Operating Facility Commitment.

“ Operating Facility Commitment ” means, as to the Operating Lender, its obligation to make Operating Facility Loans to the Borrower pursuant to Section 2.1(1)(b), in an aggregate principal amount at any one time outstanding not to exceed the amount set forth, and opposite such Lender’s name on Schedule 1 under the caption Operating Facility Commitment or in the Assignment and Acceptance pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The Operating Facility Commitment of the Operating Lender shall be US$100 million on the Closing Date (the “ Initial Operating Facility Commitment ”), as such amount may be adjusted from time to time in accordance with the terms of this Agreement.

“ Operating Facility Loan ” has the meaning set forth in Section 2.1(1)(b).

“ Operating Facility Maturity Date ” means October 5, 2021 or, if such day is not a Business Day, the immediately preceding Business Day, subject to extension in accordance with Section 2.13.

“ Operating Lender ” means Royal Bank, acting in its capacity as the Lender providing an Operating Facility Commitment, and its successors and permitted assigns.

“ Operating Letter of Credit ” means a Letter of Credit issued by the Issuing Bank under the Operating Facility.

“ Orbital Receivables ” means satellite orbital incentive payments payable to an MDA Party under satellite purchase agreements and any other contingent payments related to satellite construction projects.

“ Ordinary Course Debt ” means (i) Debt which may be deemed to exist pursuant to any guaranties, performance, bid, surety, indemnity, warranty, refund, statutory, appeal bonds or similar obligations (including in connection with workers’ compensation, health, disability or other employee benefit,

38

environmental remediation and other environmental matters and obligations in connection with insurance or similar requirements) or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto incurred in the ordinary course of business (and, in any event, not in respect of other Debt for borrowed money), (ii) Debt arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties, surety bonds or performance bonds securing the performance of Borrower or any of its Designated Subsidiaries pursuant to such agreements, in connection with Investments or dispositions permitted by this Agreement; (iii) Debt representing deferred compensation to employees of Borrower and its Designated Subsidiaries incurred in the ordinary course of business; (iv) Debt in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, customs, Taxes and other similar tax guarantees, in each case incurred in the ordinary course of business and not in connection with the borrowing of money; (v) Debt arising from the endorsement of instruments in the ordinary course of business; (vi) Debt supported by a Letter of Credit in a principal amount not to exceed such Letter of Credit; and (vii) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however , that such Debt is extinguished within ten (10) Business Days of incurrence.

“ Other Connection Taxes ” means, with respect to any Lender, the Administrative Agent or any other recipient of any payment to be made by or on account of any Obligation hereunder or under any other Credit Facility Document, Taxes imposed as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising solely from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, or engaged in any other transaction pursuant to or enforced any Credit Facility Document or sold or assigned an interest in any Loan or any Credit Facility Document).

“ Other Taxes ” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Credit Facility Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment.

“ Overdraft ” means an overdraft arising from the clearance of cheques or drafts or other debits to the Canadian Dollar or US Dollar accounts of the Borrower maintained with the Operating Lender.

“ Parent Loan ” means the unsecured loan facilities made available to LuxCo by the Borrower in the aggregate principal amount of US$ [REDACTED] .

“ Participant ” has the meaning set forth in Section 14.8(7).

“ Participant Register ” has the meaning set forth in Section 14.8(8).

“ PATRIOT Act ” means The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)) of the United States.

“ Payment Account ” means:

Pay: JPMorgan Chase Bank, New York, ABA: [REDACTED] , Swift code: [REDACTED] ; Credit to Royal Bank of Canada New York, A/C [REDACTED] , for further credit to A/C [REDACTED] , Transit [REDACTED] , RBCCM Agency Services, New York, Three World Financial Center, 200 Vesey Street, New York, NY 10281-8098, Ref: MDA.

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Pay: JPMorgan Chase Bank, New York, ABA: [REDACTED] , Swift code: [REDACTED] ; Credit to Royal Bank of Canada New York, A/C [REDACTED] , for further credit to A/C [REDACTED] , Transit [REDACTED] , RBCCM Agency Services, New York, Three World Financial Center, 200 Vesey Street, New York, NY 10281-8098, Ref: MDA.

or such other places or accounts as may be agreed by the Administrative Agent and the Borrower from time to time and notified to the Lenders.

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“ Permit ” means any permit, licence, approval, consent, order, right, certificate, judgment, writ, injunction, award, determination, direction, decree, authorization, franchise, privilege, grant, waiver, exemption and other similar concession or by-law, rule or regulation of, by or from any Official Body.

“ Permitted Acquisition ” has the meaning set forth in Section 10.2(12).

“ Permitted Debt ” has the meaning set forth in Section 10.2(1).

“ Permitted Disposition ” means any of the following dispositions:

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“ Permitted Investments ” means, without duplication:

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provided that at the time any of the foregoing Investments pursuant to paragraph (d), (i) or (p) are made, no Event of Default has occurred and is continuing.

“ Permitted Liens ” means, in respect of any Person at any time, any one or more of the following:

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and any right or refund, set-off or charge-back available to any bank or other financial institution (including under any consolidated banking, mirrored account or similar arrangement);

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“ Permitted Other Indebtedness ” means senior or subordinated Debt (which Debt may be (i) unsecured, (ii) First Lien Obligations; provided such Permitted Other Indebtedness is in the form of secured first lien notes or (iii) Second Lien Obligations, in each case issued or incurred by an MDA Party, (a) the terms of which do not provide for any scheduled repayment, mandatory repayment, or redemption or sinking fund obligations prior to, at the time of incurrence, the Latest Maturity Date (other than, in each case, customary prepayments, commitment reductions, repurchases, redemptions, defeasances or satisfactions and discharges, or offers to prepay, reduce, redeem, repurchase, defease or satisfy and discharge upon, a change of control, asset sale event or casualty or condemnation event, or on account of the accumulation of excess cash flow (in the case of loans or commitments), and customary acceleration rights after an event of default), and (b) that, if secured, is not secured by a Lien on any assets of the MDA Parties other than the Collateral.

“ Permitted Other Indebtedness Documents ” means any document or instrument (including any Guarantee, security agreement, or mortgage and which may include any or all of the Credit Facility Documents) issued or executed and delivered with respect to any Permitted Other Indebtedness by any MDA Party.

“ Permitted Other Indebtedness Obligations ” means, if any Permitted Other Indebtedness is issued or incurred, all advances to, and debts, liabilities, obligations, covenants, and duties of, any MDA Party arising under any Permitted Other Indebtedness Document, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising, and including interest and fees that accrue after the commencement by or against any MDA Party or any Affiliate thereof of any proceeding under any bankruptcy or insolvency law naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the generality of the foregoing, the Permitted Other Indebtedness Obligations of the applicable MDA Parties under the Permitted Other Indebtedness Documents (and any of their Designated Subsidiaries to the extent they have obligations under the Permitted Other Indebtedness Documents) include the obligation (including guarantee obligations) to pay principal, interest, charges, expenses, fees, attorney costs, indemnities, and other amounts payable by any such MDA Party under any Permitted Other Indebtedness Document.

“ Permitted Other Indebtedness Secured Parties ” means the holders from time to time of secured Permitted Other Indebtedness Obligations (and any representative on their behalf).

“ Permitted Refinancings ” has the meaning set forth in Section 2.16(1).

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“ Person ” includes an individual, partnership, body corporate, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture and other entity and any Official Body.

“ Platform ” has the meaning set forth in Section 14.3(6).

“ PPSA ” means, as the context requires in respect of an asset or jurisdiction, the Personal Property Security Act applicable to any security interest granted in such asset or otherwise applicable in such jurisdiction.

“ Prepayment Event ” means any Asset Sale Prepayment Event, Debt Incurrence Prepayment Event or Casualty Prepayment Event.

“ Principal Outstanding ” means, at any time, the amount equal to:

“ pro forma basis ”, “ pro forma compliance ” and “ pro forma effect ” means, for the purposes of calculating any test, financial ratio or covenant hereunder, calculations made subject to such pro forma and other adjustments as are appropriate and consistent with Section 1.10.

“ Pro Rata Facilities ” means, collectively, the Revolving Facility, the Operating Facility and the Term A Facility.

“ Pro Rata Lenders ” means the Lenders providing a Commitment in respect of a Pro Rata Facility and their successors and permitted assigns.

“ Purchase Money Mortgage ” means any Lien given (whether or not to the transferor), assumed or arising by operation of Law to provide or secure or to provide the obligor with funds to pay the whole or any part of the consideration for the acquisition or costs of construction or improvement of property where:

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and includes the renewal, extension or refinancing of any such Lien upon the same property by a Purchase Money Obligation provided that the Debt secured thereby and the property subject to such Lien are not increased thereby (other than with respect to improvements created or constructed thereon and the proceeds thereof), but does not include a Capital Lease or an Operating Lease.

“ Purchase Money Obligation ” means any monetary obligation created or assumed as part of the purchase price of property or assets, whether or not secured, provided that any Lien incurred in respect of such obligation shall not extend to any property or assets other than the property or assets acquired in connection with which such obligation was created or assumed and fixed improvements, if any, erected or constructed thereon and the proceeds thereof.

“ Qualified ECP Guarantor ” means, in respect of any ECP Swap Obligation, each MDA Obligor that has total assets exceeding US$10 million at the time the relevant MDA Obligor Guarantee or grant of the relevant Lien becomes effective with respect to such ECP Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“ Qualified Equity Interests ” means any Equity Interests of the Borrower other than Disqualified Equity Interests.

“ Rateable Portion ” means, as to any Lender, the percentage which:

then constitutes of:

“ Rating ” means a rating assigned to the senior unsecured debt of the Borrower by Moody’s or S&P.

“ Reallocation Effective Date ” has the meaning set forth in Section 2.1(9).

“ Reallocation Notice ” has the meaning set forth in Section 2.1(9).

“ receiver ” includes a receiver, receiver/manager and receiver and manager.

“ Re-Domicile Date ” means the first date on which the Company or its successor has become the US Parent or a Subsidiary of the US Parent.

“ Re-Domicile Reorganization ” means the reorganization steps and activities that will be undertaken by the Company in order to cause the Company or its successor or any direct or indirect parent thereof to be organized under the laws of the United States of America or any State thereof in accordance with Section 10.1(20) or 14.16.

“ Reference Lenders ” means such Lenders as shall be designated for such purpose by the Borrower and the Administrative Agent.

“ Refinancing ” means the repayment in full of (a) all Debt and other obligations under, and the release and discharge of the obligations of the DigitalGlobe Group arising in respect of, the DigitalGlobe Credit Agreement, (b) all Debt and other obligations under, and the release and discharge of the obligations of

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the MDA Parties arising in respect of, the note purchase agreement governing the 2012 Notes (as defined in the Existing Credit Agreement) and (c) all Obligations, excluding, in each case, (i) any contingent reimbursement obligations under the Existing Letters of Credit and (ii) any contingent indemnification obligations.

“ Refinancing Debt ” means Debt issued or incurred (including by means of the extension or renewal of existing Debt) to extend, renew, refinance, replace, defease or refund, or in exchange for existing Debt; provided that (a) the principal amount (or accreted value, if applicable) thereof (less any original issue discount, if applicable) does not exceed the principal amount (or accreted value, if applicable) of the Debt so modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amount paid, and discounts, commissions and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder, (b) such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a weighted average life to maturity equal to or greater than the weighted average life to maturity of, the Debt being modified, refinanced, refunded, renewed or extended, (c) if the Debt being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Debt being modified, refinanced, refunded, renewed or extended, taken as a whole and, (d) such modification, refinancing, refunding, renewal or extension is incurred by the Person who is the obligor on the Debt being modified, refinanced, refunded, renewed or extended, and such new or additional obligors as are or become Guarantors in accordance with Section 8.2 and with respect to subordinated Debt the obligations of such obligors shall be subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in documentation governing the Debt, taken as a whole, (e) if the Debt being modified, refinanced, refunded, renewed or extended is secured by a Lien that ranks junior to Liens securing the Obligations, the Liens securing such Refinancing Debt, if secured, rank junior to the Liens securing the Obligations, as the case may be, and are subordinated on terms at least as favorable to the holders of the Obligations, as the case may be, as those contained in the documentation governing the Debt being modified, refinanced, refunded, renewed or extended, and (f) if the Debt being modified, refunded, renewed or extended is unsecured, the Refinancing Debt is unsecured.

“ Refinancing Facilities ” has the meaning set forth in Section 2.16(1).

“ Refinancing Notes ” has the meaning set forth in Section 2.16(1).

“ Refinancing Revolving Facility ” has the meaning set forth in Section 2.16(1).

“ Refinancing Term Facility ” has the meaning set forth in Section 2.16(1).

“ Regulation T ” means Regulation T of the Board. “ Regulation U ” means Regulation U of the Board. “ Regulation X ” means Regulation X of the Board.

“ Reinvestment Period ” has the meaning set forth in the definition of “Net Cash Proceeds”.

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

“ Release ” means releasing, spilling, depositing, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing dumping or migrating (including permitting any of the foregoing to occur) of any Hazardous Materials to the environment, including the movement of any Hazardous Materials through the air, soil, surface water or groundwater.

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“ Reliance and Enforcement Agreement ” has the meaning set forth in the definition of “Convertible Debentures”.

“ Required Lenders ” means, at any date, Lenders (other than Defaulting Lenders) having or holding at least a majority of the aggregate of the sum of (i) unused Commitments under all Credit Facilities and (ii) the Principal Outstanding of all Loans outstanding under all Credit Facilities, excluding in each case the unused Commitment(s) and Principal Outstanding of any Defaulting Lenders.

“ Required Pro Rata Lenders ” means, at any date, (i) Pro Rata Lenders (other than Defaulting Lenders) having or holding at least a majority of the aggregate of the Commitments under all of the Pro Rata Facilities, excluding the Commitment(s) of any Defaulting Lenders or (ii) if the above Commitments have been terminated, Pro Rata Lenders (other than Defaulting Lenders) having or holding a majority of the aggregate of the Principal Outstanding under all of the Pro Rata Facilities, excluding in each case the unused Commitment(s) and Principal Outstanding of any Defaulting Lenders.

“ Required Revolving Lenders ” means, at any date, (i) Revolving Lenders (other than Defaulting Lenders) having or holding at least a majority of the aggregate of the Commitments under the Revolving Facility and the Operating Facility, excluding the Commitment(s) of any Defaulting Lenders or (ii) if the above Commitments have been terminated, Revolving Lenders (other than Defaulting Lenders) having or holding a majority of the aggregate of the Principal Outstanding under the Revolving Facility and the Operating Facility, excluding in each case the unused Commitment(s) and Principal Outstanding of any Defaulting Lenders.

“ Required Term A Lenders ” means, at any date, (i) Term A Lenders (other than Defaulting Lenders) having or holding at least a majority of the aggregate of the Commitments under all of the Term A Facilities, excluding the Commitment(s) of any Defaulting Lenders or (ii) if the above Commitments have been terminated, Term A Lenders (other than Defaulting Lenders) having or holding a majority of the aggregate of the Principal Outstanding under all of the Term A Facilities, excluding the Principal Outstanding of any Defaulting Lenders.

“ Requirements of Law ” means, as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person and any Law, in each case applicable to or binding upon such Person or any of its property or assets or to which such Person or any of its property or assets is subject.

“ Reserved Funds ” means for any Financial Year of the Borrower, amounts not expended during such Financial Year, but designated by Borrower as committed or projected to be paid within 18 months after the end thereof, in each case in respect of one or more Capital Expenditures, Investments or Permitted Acquisitions (collectively, a “ Permitted Reserved Funds Use ”), provided that as of any date of determination of Excess Cash Flow, the Borrower or one or more of its Subsidiaries (other than any Non-Recourse Subsidiary) has either (a) entered into a legally binding commitment to expend such funds on such Permitted Reserved Funds Use or (b) deposited such funds into a segregated account identified as the “Reserved Funds Account” to, and maintained with, the Administrative Agent. Any amounts designated as Reserved Funds may, to the extent no longer held or being used for a Permitted Reserved Funds Use, be re-designated by a Senior Officer of the Borrower to the Administrative Agent, as no longer being Reserved Funds.

“ Restricted Investment ” means an Investment other than a Permitted Investment.

“ Restricted Payment ” has the meaning set forth in Section 10.2(9).

“ Re-Tranching Election ” has the meaning set forth in Section 2.19(1).

“ Re-Tranching Percentage ” means, on any calculation date, the percentage determined by dividing (i) the proportion of all Credit Facilities (including any non-Lender credit facilities for senior Debt which are secured on a pari passu basis with the Credit Facilities) which are Cdn. Tranches (or the equivalent) by (ii) the following applicable percentage:

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provided that such proportion of Cdn. Tranches shall be determined on the basis of commitments (in the case of revolving credit facilities) and by outstandings (in the case of non-revolving credit facilities) and, if the Re-Tranching Percentage exceeds 100%, then the Re-Tranching Percentage shall be deemed to be 100%.

“ Revolving Facility ” means the Credit Facility to be made available by the Revolving Lenders pursuant to the Revolving Facility Commitments.

“ Revolving Facility Commitment ” means, as to each Revolving Lender, its obligation to make Revolving Facility Loans to the Borrower pursuant to Section 2.1(1)(a), in an aggregate principal amount at any one time outstanding not to exceed the amount set forth, and opposite such Lender’s name on Schedule 1 under the caption Revolving Facility Commitment or in the Assignment and Acceptance pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement and shall include, if applicable, such Revolving Lender’s Incremental Revolving Facility Commitment. The aggregate Revolving Facility Commitments of all Revolving Lenders shall be US$1.150 billion on the Closing Date (the “ Initial Revolving Facility Commitments ”), as such amount may be adjusted from time to time in accordance with the terms of this Agreement.

“ Revolving Facility Extension Election ” has the meaning set forth in Section 2.13(2).

“ Revolving Facility Extension Request ” has the meaning set forth in Section 2.13(1).

“ Revolving Facility Loan ” has the meaning set forth in Section 2.1(1)(a).

“ Revolving Facility Maturity Date ” means, with respect to a Revolving Lender, October 5, 2021 or, if such day is not a Business Day, the immediately preceding Business Day, subject to extension in accordance with Section 2.13.

“ Revolving Lenders ” means the Lenders providing Revolving Facility Commitments and their respective successors and permitted assigns.

“ Revolving Letter of Credit ” means a Letter of Credit issued by an Issuing Bank under the Revolving Facility.

“ Rollover ” means, in respect of a CDOR Rate Loan or US LIBOR Loan, the continuation thereof or any portion thereof for a succeeding Interest Period and, in respect of a Bankers’ Acceptance, the issuance of a further Drawing on any day in a Face Amount not exceeding the Face Amount of such Bankers’ Acceptance, the proceeds of which are used to pay (directly or indirectly) such Bankers’ Acceptance.

“ Royal Bank ” means Royal Bank of Canada, a Canadian chartered bank.

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“ S&P ” means S&P Global Ratings, a division of Standard & Poor’s Financial Services LLC, and its successors and assigns.

“ Sanctioned Country ” means, at any time, a country or territory which is the subject or target of any Sanctions.

“ Sanctioned Person ” means, at any time, any Person listed in any Sanctions-related list of designated Persons maintained by any Sanctions Authority.

“ Sanctions ” means, solely in respect of the business activities of the Borrower or any of its Subsidiaries, the economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by a Sanctions Authority that are applicable to the Borrower or any of its Subsidiaries.

“ Sanctions Authority ” means any of: (i) the Canadian government; (ii) the United States government; (iii) the United Nations Security Council (to the extent it would not violate applicable Law in Canada); (iv) the European Union; (v) the United Kingdom; or (vi) the respective governmental institutions, departments and agencies of any of the foregoing, including OFAC and the United States Department of State; and “ Sanctions Authorities ” means all of the foregoing, collectively.

“ Second Lien Intercreditor Agreement ” means a first lien/second lien intercreditor agreement substantially in the form of Schedule 14 (with such changes to such form as may be reasonably acceptable to the Administrative Agent, the Collateral Agent and the Borrower) among the Administrative Agent, the Collateral Agent and the representatives for purposes thereof for any other Permitted Other Indebtedness Secured Parties that are holders of Permitted Other Indebtedness Obligations having Liens on the Collateral ranking junior to the Liens on the Collateral securing the Secured Obligations.

“ Second Lien Obligations ” means any Permitted Other Indebtedness Obligations that are (i) secured by Liens on the Collateral that rank junior to the Liens on the Collateral securing the Secured Obligations and (ii) subject to a Second Lien Intercreditor Agreement.

“ Secured Adjusted EBITDA ” means the sum of (i) Adjusted EBITDA (calculated only with respect to those MDA Obligors which are not Limited MDA Obligors) and (ii) the product of Adjusted EBITDA (calculated only with respect to the Limited MDA Obligors) multiplied by the Re-Tranching Percentage.

“ Secured Consolidated Debt ” means Consolidated Debt secured by a Lien on property or assets of the Borrower and its Designated Subsidiaries (other than property or assets held in a defeasance or similar trust or arrangement for the benefit of the Debt secured thereby).

“ Secured Consolidated Total Assets ” means the sum of (i) Consolidated Total Assets (calculated only with respect to those MDA Obligors which are not Limited MDA Obligors) and (ii) the product of Consolidated Total Assets (calculated only with respect to the Limited MDA Obligors) multiplied by the Re-Tranching Percentage, in each case excluding from Consolidated Total Assets any Investments in any Subsidiaries which are not MDA Obligors.

“ Secured Debt Leverage Ratio ” means, on any determination, the ratio of Secured Consolidated Debt on such date to Adjusted EBITDA for the most recently completed four consecutive Financial Quarters ending on or prior to such date.

“ Secured Obligations ” means collectively:

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“ Secured Parties ” means the Agents, the Lenders, the Lender Hedge Providers and the Cash Managers.

“ Secured Ratio Debt ” has the meaning set forth in Section 10.2(1)(d).

“ Security ” means all items of security given to the Collateral Agent or any of the other Secured Parties at any time and from time to time to secure any of the Secured Obligations, including the Existing Security.

“ Security Documents ” means the GSA, the Debentures and each other security agreement or pledge agreement executed and delivered pursuant to Sections 8.1, 8.2, 10.1(15) and 10.2(12) to secure any of the Secured Obligations.

“ Senior Notes De-Leveraging Application ” means (i) the issuance by the Borrower of at least US$750 million in aggregate principal amount of unsecured senior notes in a public offering or a Rule 144A or other private placement and (ii) the application of all of the net proceeds from such issuance to reduce the Commitments under the Term Facilities (if such issuance occurs on or before the Closing Date) or to prepay the Term Loans (if such issuance occurs after the Closing Date).

“ Senior Officer ” means, in respect of a corporation, the president or chief executive officer, the chief financial officer, the chief legal officer, an executive vice-president, the director of finance, the controller, the secretary, the treasurer or such other officer as the Administrative Agent may agree to.

“ Solvent ” means, after giving effect to the consummation of the DigitalGlobe Acquisition, the sum of the liabilities (including identified contingent liabilities) of the MDA Parties, on a consolidated basis, does not exceed the present fair saleable value of the present property of the MDA Parties, on a consolidated basis.

“ Special Subsidiary ” means a Subsidiary of the Borrower that is neither a Non-Recourse Subsidiary nor a Wholly-Owned Subsidiary.

“ Special Subsidiary Percentage ” means, with respect to a specified Special Subsidiary, the percentage of the issued and outstanding Equity Interests of such Special Subsidiary held directly or indirectly by the Borrower.

“ Specified Merger Agreement Representations ” means such of the representations made by or with respect to DigitalGlobe or any of its Subsidiaries in the Merger Agreement as are material to the interests of the Lenders, but only to the extent that any of the Borrower, Merlin Holdings, Merger Sub I, Inc., or Merlin Sub has the right (taking into account any applicable cure provisions) to terminate its (or any of the Borrower’s Affiliates has the right to terminate its) obligations under the Merger Agreement, or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof), as a result of a breach of such representations and warranties in the Merger Agreement.

“ Specified Representations ” means the representations and warranties with respect to the Borrower and Guarantors only set forth in Sections 7.1 (limited in the case of good standing to the jurisdiction of the Borrower and each Guarantor organized under the laws of Canada, the United States, or any Province, State or Territory thereof), 7.2, 7.3, 7.4 (in the case of such Sections 7.2, 7.3 and 7.4, to the extent they relate to the execution, delivery, performance of the Credit Facility Documents), 7.5(a)(i) (as the constitutional documents referred to therein relate to the execution, delivery and performance of the Credit Facility Documents), 7.23, 7.24, 7.25, 7.26, 7.27 and 7.28.

“ SS/L ” means Space Systems/Loral, LLC.

“ Statutory Reserves ” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) established by the Board and any other banking authority, domestic or foreign, to which the Administrative Agent or any

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Lender (including any branch, Affiliate or other fronting office making or holding a Loan) is subject for Eurocurrency Liabilities (as defined in Regulation D of the Board). US LIBOR Loans shall be deemed to constitute Eurocurrency Liabilities and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D. Statutory Reserves shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“ Stock Consideration ” has the meaning set forth in the Merger Agreement.

“ Subordinated Debt ” means unsecured Debt which is provided to an MDA Party and is subordinated in right of payment of principal to the Obligations, all of which Debt shall be subject to a subordination agreement on customary market terms (as determined by the Borrower in good faith); and, for greater certainty, (i) such subordination agreement shall contain (A) a standstill period of at least 120 days which restricts the ability of the subordinated creditor to accelerate the subordinated obligations (except as may be necessary to preserve or prove claims in bankruptcy or insolvency proceedings) and to initiate bankruptcy or insolvency proceedings and (B) customary turnover provisions, and (ii) Convertible Debentures that meet the preceding criteria may constitute Subordinated Debt.

“ Subsidiary ” means, at any time in respect of a Person, any corporation or other entity which securities or other Equity Interests representing more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, directly or indirectly, owned, controlled or held by such Person, and includes for greater certainty successive Subsidiaries of such Subsidiary. Unless the context requires otherwise, any reference to a Subsidiary refers to a Subsidiary of the Borrower.

“ Swingline Advance ” has the meaning set forth in Section 2.1(6).

“ Swingline Lender ” means Royal Bank, or any other Revolving Lender designated as a Swingline Lender by the Borrower and the Administrative Agent in writing from time to time with the consent of such other Revolving Lender.

“ Taking ” means the expropriation, condemnation or taking by eminent domain or similar authority, or by any proceeding or purchase in lieu or anticipation thereof, of any of the Collateral or any right, title or interest therein by any Official Body.

“ Tax Excluded Subsidiary ” means, after the Re-Domicile Date, (a) a Designated Subsidiary that (i) is a CFC, (ii) is a direct or indirect Subsidiary of a CFC or (iii) is a FSHCO, (b) any other Designated Subsidiary with respect to which providing an MDA Obligor Guarantee would result in the operation of Section 956 of the Code or any similar law or regulation in any applicable jurisdiction (as reasonably determined by the Borrower) and (c) any other Designated Subsidiary with respect to which providing an MDA Obligor Guarantee would otherwise result in material adverse tax consequences (as reasonably determined by the Borrower).

“ Taxes ” means all taxes, levies, imposts, stamp taxes, duties, fees, deductions, withholdings (including backup withholding), assessments, fees or other charges which are imposed, levied, collected, withheld or assessed by any country, political subdivision or taxing authority thereof, together with interest thereon and penalties with respect thereto, if any, and “ Tax ” shall be construed accordingly.

“ Term A Commitment ” means, with respect to a Lender, such Lender’s Initial Term A Commitment (if any) and, if applicable, such Lender’s Incremental Term A Commitment.

“ Term A Election Date ” has the meaning set forth in Section 2.14(2).

“ Term A Facility Extension Election ” has the meaning set forth in Section 2.14(2).

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“ Term A Facility Extension Request ” has the meaning set forth in Section 2.14(1).

“ Term A Facility ” means the Credit Facility to be made available by the Term A Lenders pursuant to the Term A-1 Tranche and the Term A-2 Tranche.

“ Term A Lenders ” means the Lenders providing Term A Commitments and their respective successors and permitted assigns.

“ Term A Loans ” means Loans under the Term A Facility.

“ Term A-1 Loans ” means Loans under the Term A-1 Tranche.

“ Term A-1 Commitment ” means, with respect to a Lender, such Lender’s Initial Term A-1 Commitment (if any) and, if applicable, such Lender’s Incremental Term A Commitment with respect to the Term A-1 Tranche.

“ Term A-1 Lender ” means a Lender with a Term A-1 Commitment or an outstanding Term A-1 Loan.

“ Term A-1 Tranche ” means the tranche of the Term A Facility to be made available by the Term A Lenders pursuant to the Initial Term A-1 Commitments and any Incremental Term A Commitments.

“ Term A-2 Commitment ” means, with respect to a Lender, such Lender’s Initial Term A-2 Commitment (if any) and, if applicable, such Lender’s Incremental Term A Commitment with respect to the Term A-2 Tranche.

“ Term A-2 Lender ” means a Lender with a Term A-2 Commitment or an outstanding Term A-2 Loan.

“ Term A-2 Loans ” means Loans under the Term A-2 Tranche.

“ Term A-2 Tranche ” means the tranche of the Term A Facility to be made available by the Term A Lenders pursuant to the Initial Term A-2 Commitments and any Incremental Term A Commitments.

“ Term B Commitment ” means, with respect to a Lender, such Lender’s Initial Term B Commitment (if any) and, if applicable, such Lender’s Incremental Term B Commitment.

“ Term B Facility ” means the Credit Facility to be made available by the Term B Lenders pursuant to the Term B Commitments.

“ Term B Lenders ” means the Lenders providing Term B Commitments and their respective successors and permitted assigns.

“ Term B Loan Extension Election ” has the meaning set forth in Section 2.17(4).

“ Term B Loan Extension Request ” has the meaning set forth in Section 2.17(2).

“ Term B Loans ” means Loans under the Term B Facility.

“ Term Facilities ” means, collectively, the Term A Facility, the Term B Facility and any Incremental Term Facility, and “ Term Facility ” means any of them.

“ Term Lenders ” means, collectively, the Term A Lenders and the Term B Lenders.

“ Term Loans ” means, collectively, the Term A Loans and the Term B Loans.

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“ Test Period ” means, for any determination under this Agreement, the four consecutive fiscal quarters of the Borrower most recently ended on or prior to such date of determination and for which financial statements shall have been delivered (or were required to be delivered) to the Administrative Agent.

“ this Agreement ”, “ herein ”, “ hereof ”, “ hereto ” and “ hereunder ” and similar expressions mean and refer to this credit agreement, as further supplemented or amended and not to any particular Article, Section, paragraph, Schedule or other portion hereof; and the expressions “ Article ”, “ Section ”, “ paragraph ” and “ Schedule ” followed by a number or letter mean and refer to the specified Article, Section, paragraph or Schedule of this Agreement.

“ Threshold Amount ” means US$100 million (or the Equivalent Amount in any other currency).

“ Title Company ” means Chicago Title Insurance or other nationally recognized title insurer reasonably satisfactory to the Borrower and the Administrative Agent.

“ Total Initial Term A-1 Commitments ” means the sum of the Initial Term A-1 Commitments of all Lenders.

“ Total Initial Term A-2 Commitments ” means the sum of the Initial Term A-2 Commitments of all Lenders.

“ Total Initial Term B Commitments ” means the sum of the Initial Term B Commitments of all Lenders.

“ Total Revolving Facility Commitments ” means the sum of the Revolving Facility Commitments of all Lenders.

“ Tranche ” means a tranche of the Term A Facility, being either the Term A-1 Tranche or the Term A-2 Tranche.

“ Transactions ” means, collectively, the DigitalGlobe Acquisition, the entry into of the Credit Facility Documents contemplated by Section 6.1, the Refinancing, the payment of the consideration in respect of the DigitalGlobe Acquisition and the payment of all fees and expenses incurred in connection with the foregoing.

“ True Up ” has the meaning set forth in Section 14.1(1).

“ True Up Percentage ” means, as to each Pro Rata Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the sum of the Revolving Facility Commitment and the Operating Facility Commitment of such Lender and (b) the denominator shall be the sum of the Total Revolving Facility Commitments and the Operating Facility Commitment, in each case immediately prior to the Acceleration Date. For purposes of computing each Pro Rata Lender’s True Up Percentage, all Principal Outstanding which is denominated in a currency other than US Dollars shall be translated into US Dollars at the Canadian Dollar Exchange Rate in effect on the Acceleration Date.

“ Type ” means (i) as to any Revolving Facility Loan or Term A Loan, its nature as an ABR Loan or a US LIBOR Loan, (ii) as to any Operating Facility Loan, its nature as an ABR Loan, a US LIBOR Loan, a Canadian Prime Rate Loan, a CDOR Rate Loan, a Bankers’ Acceptance or a BA Equivalent Loan, or (iii) as to any Term B Loan, its nature as an ABR Loan or a US LIBOR Loan.

“ UCC ” means, as the context requires in respect of an asset or jurisdiction, the Uniform Commercial Code applicable to any security interest granted in such asset or otherwise applicable in such jurisdiction.

“ Undisclosed Administration ” means, in relation to a Lender or any other Person that directly or indirectly controls such Lender, the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other appointment of a similar official by a supervisory authority or regulator under or based on the Law in the country where such Lender or such other Person is subject to home jurisdiction supervision if applicable Law requires that such appointment is not to be publicly disclosed.

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“ Uniform Customs ” means the Uniform Customs and Practice for Documentary Credits, as published by the International Chamber of Commerce and in effect from time to time.

“ Unsecured Ratio Debt ” has the meaning set forth in Section 10.2(1)(e).

“ US$ Equivalent Principal Outstanding ” means, at any time with respect to a Credit Facility, the amount equal to:

in each case calculated and expressed in US Dollars, with each obligation in Canadian Dollars or any other currency converted for purposes of such calculation into the Equivalent Amount in US Dollars.

“ US Borrower ” means, if a Re-Tranching Election is made, the US Parent or US Subsidiary which is designated as the borrower under the US Tranche(s) pursuant to Section 2.19.

“ US Dollars ”, “ United States Dollars ” and “ US$ ” each mean lawful money of the United States of America in same day immediately available funds or, if such funds are not available, the form of money of the United States of America that is customarily used in the settlement of international banking transactions on the day payment is due hereunder.

“ US GAAP ” means, in relation to any Person at any time, those generally accepted accounting principles and practices which are recognized as such by the American Institute of Certified Public Accountants acting through its Accounting Principles Board or by the Financial Accounting Standards Board or through other appropriate boards or committees thereof in effect at such time.

“ US Lender ” means, if a Re-Tranching Election is made, a Lender under a US Tranche.

“ US Lending Office ” means, as to each Lender, the office in the United States of America specified as the “US Lending Office” of such Lender on Schedule 1 annexed hereto or such other office in the United States of America as such Lender may designate from time to time in accordance with Section 2.1(8) or 2.19.

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provided that if any such rate determined above is less than zero on any day, then such rate will be deemed to be zero for such day.

“ US LIBOR Loan ” means each Loan bearing interest based on the Adjusted LIBOR.

“ US-Owned Assets ” means assets owned by the United States Department of Defense or any other agency of the United States government, and any assets that are qualified as classified assets by any applicable Laws of the United States of America.

“ US Pension Plan ” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA and is sponsored or maintained by any MDA Party or any of its respective ERISA Affiliates or to which any MDA Party or any of its respective ERISA Affiliates contributes or has an obligation to contribute.

“ U.S. Person ” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“ US Parent ” means, from and after the Re-Domicile Date, the successor to or direct or indirect parent of the Company which is a publicly-traded corporation organized under the laws of the United States or any State thereof.

“ US Secured Obligations ” means Secured Obligations owing by the US Borrower(s).

“ US Subsidiary ” means a Wholly-Owned Subsidiary of (i) the Company prior to the Re-Domicile Date and (ii) the US Parent on and after the Re-Domicile Date which, in each case, is organized under the laws of the United States of America or any State thereof.

“ U.S. Tax Compliance Certificate ” has the meaning set forth in Section 11.6(7)(c).

“ US Tranche ” means, if a Re-Tranching Election is made, a tranche of the applicable Credit Facility where the borrower is a US Borrower.

“ Wholly-Owned Subsidiary ” means a Subsidiary of the Borrower, all of the Equity Interests (except directors’ qualifying shares) and voting interests of which are owned by any one or more of the Borrower and the Borrower’s other Wholly-Owned Subsidiaries at such time.

“ Withholding Agent ” means the Borrower and the Administrative Agent.

“ Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

“ Yield Differential ” has the meaning set forth in Section 2.15(4).

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1.2 Computation of Time Periods.

(1) Inclusion Rules. In this Agreement, in the computation of periods of time from a specified date to a later specified date, unless otherwise expressly stated, the word “ from ” means “ from and including ” and the words “ to ” and “ until ” each mean “ to but excluding ”.

(2) Days Rule . Where in this Agreement a notice must be given a number of days prior to a specified action, the day on which such notice is given shall be included and the day of the specified action shall be excluded.

1.3 Accounting Terms.

(1) All accounting terms not specifically defined herein shall be construed, and resulting calculations and determinations made, in accordance with IFRS consistently applied; provided that, in respect of the DigitalGlobe Acquisition, the Borrower will in respect of its financial statements for the Financial Year in which the DigitalGlobe Acquisition occurs need to refer to US GAAP, and will provide to the Administrative Agent a reconciliation of such references to IFRS.

(2) If:

and either such event would cause an amount required to be determined for the purposes of the Financial Covenants or any financial term used in this Agreement (each a “ Financial Covenant/Term ”) to be materially different than the amount that would be determined without giving effect to such change, the Borrower shall notify the Administrative Agent of such change (an “ Accounting Change ”). Such notice (an “ Accounting Change Notice ”) shall describe the nature of the Accounting Change, its effect on the current and immediately prior year’s financial statements in accordance with (in the case of (a) above) IFRS or (in the case of (b) above) US GAAP and state whether the Borrower desires to revise the method of calculating one or more of the Financial Covenants/Terms (including the revision of any of the defined terms used in the determination of such Financial/Covenant Term) in order that amounts determined after giving effect to such Accounting Change and the revised method of calculating such Financial Covenant/Term will approximate the amount that would be determined without giving effect to such Accounting Change and without giving effect to the revised method of calculating such Financial Covenant/Term. The Accounting Change Notice shall be delivered to the Administrative Agent within 60 days after the end of the Financial Quarter in which the Accounting Change is implemented or, if such Accounting Change is implemented in the fourth Financial Quarter or in respect of an entire Financial Year, within 120 days after the end of such period. In connection with any Accounting Change Notice, the Borrower shall forthwith provide to the Administrative Agent any additional information regarding the Accounting Change as the Administrative Agent shall reasonably request.

(3) If, pursuant to the Accounting Change Notice, the Borrower does not indicate it desires to revise the method of calculating one or more of the Financial Covenants/Terms, the Required Lenders may within 30 days after receipt of the Accounting Change Notice notify the Borrower that they wish to revise the method of calculating one or more of the Financial Covenants/Terms that has been affected by the Accounting Change in the manner described above.

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(4) If either the Borrower or the Required Lenders so indicate that they wish to revise the method of calculating one or more of the Financial Covenants/Terms, the Borrower and the Required Lenders shall in good faith attempt to agree on a revised method of calculating such Financial Covenants/Terms so as to reflect equitably such Accounting Change with the desired result that the criteria for evaluating the Borrower’s financial condition shall be substantially the same after such Accounting Change as if such Accounting Change had not been made. Until the Borrower and the Required Lenders have reached agreement in writing on such revised method of calculation, all amounts to be determined hereunder shall continue to be determined without giving effect to the Accounting Change. For greater certainty, if no notice of a desire to revise the method of calculating the Financial Covenants/Terms in respect of an Accounting Change is given by either the Borrower or the Required Lenders within the applicable time period described above, then the method of calculating the Financial Covenants/Terms shall not be revised in response to such Accounting Change and all amounts to be determined pursuant to the Financial Covenants/Terms shall be determined after giving effect to such Accounting Change.

(5) If a Compliance Certificate is delivered under Section 10.1(8)(c) in respect of a Financial Quarter or Financial Year in which an Accounting Change is implemented without giving effect to any revised method of calculating any of the Financial Covenants/Terms, and subsequently, as provided above, the method of calculating one or more of the Financial Covenants/Terms is revised in response to such Accounting Change, or the amounts to be determined pursuant to any of the Financial Covenants/Terms are to be determined without giving effect to such Accounting Change, the Borrower shall deliver a revised Compliance Certificate. Any Event of Default which arises as a result of the Accounting Change and which is cured by this Section 1.3(5) shall be deemed to have never occurred.

1.4 Incorporation of Schedules.

Schedules 1 to 18 annexed hereto shall, for all purposes hereof, form an integral part of this Agreement.

1.5 Gender; Singular, Plural, etc.

As used herein, each gender shall include all genders, and the singular shall include the plural and the plural the singular, as the context shall require.

1.6 Use of Certain Words.

The words “including” and “includes”, when either follows any general term or statement, is not to be construed as limiting the general term or statement to the specific terms or matters set forth immediately following such word or to similar items or matters, but rather as referring to all other items or matters that could reasonably fall within the broadest possible scope of the general term or statement.

1.7 Successors, etc.

In this Agreement:

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1.8 Interpretation not Affected by Headings, etc.

The division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation hereof.

1.9 General Provisions as to Certificates and Opinions, etc.

Whenever the delivery of a certificate is a condition precedent to the taking of any action by the Administrative Agent or any Lender hereunder, the truth and accuracy of the facts and the diligent and good faith determination of the opinions stated in such certificate shall in each case be conditions precedent to the right of the Borrower to have such action taken, and any certificate executed by the Borrower shall be deemed to represent and warrant that the facts stated in such certificate are true and accurate.

1.10 Pro Forma and Other Calculations.

(1) For purposes of calculating the Financial Covenants, Debt incurrence tests, investments, acquisitions, dispositions, mergers, consolidations, amalgamations and disposed operations (as determined in accordance with IFRS) that have been made by the Borrower or Subsidiary (excluding any Non-Recourse Subsidiary) during a Test Period or subsequent to such Test Period and on or prior to or simultaneously with the date of determination shall be calculated on a pro forma basis assuming that all such investments, acquisitions, dispositions, mergers, consolidations, amalgamations and disposed operations (and the change in any associated obligations and the change in Adjusted EBITDA and Interest Expense resulting therefrom) had occurred on the first day of the Test Period. If since the beginning of such period any Person (that subsequently became a Subsidiary (excluding any Non-Recourse Subsidiary) or was merged with or into the Borrower or any Subsidiary (excluding any Non-Recourse Subsidiary) since the beginning of such period) shall have made any investment, acquisition, disposition, merger, consolidation, amalgamation or disposed operation that would have required adjustment pursuant to this definition, then the Financial Covenants and Debt incurrence tests shall each be calculated giving pro forma effect thereto for such Test Period as if such investment, acquisition, disposition, merger, consolidation, amalgamation or disposed operation had occurred at the beginning of the Test Period.

(2) Whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions and synergies relating to any transaction which is being given pro forma effect in a manner consistent with the definition of Adjusted EBITDA. If any Debt bears a floating rate of interest and is being given pro forma effect, the interest on such Debt shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account for such entire period, any Hedging Obligation applicable to such Debt with a remaining term of 12 months or longer, and in the case of any Hedging Obligation applicable to such Debt with a remaining term of less than 12 months, taking into account such Hedging Obligation to the extent of its remaining term). Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capital Lease Obligation in accordance with IFRS. For purposes of making the computation referred to above, interest on any Debt under a revolving facility computed on a pro forma basis shall be computed based upon the average daily balance of such Debt during the applicable period (or, if lower, the greater of (i) maximum commitments under such revolving facility as of the date of determination and (ii) the aggregate principal amount of loans outstanding under such revolving facility on such date). Interest on Debt that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Borrower may designate.

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(3) In the event that the Borrower or any Subsidiary (other than any Non-Recourse Subsidiary) incurs, assumes, Guarantees, redeems, retires, or extinguishes any Debt subsequent to the commencement of the Test Period, but prior to or simultaneously with the date of determination, then the financial covenants and incurrence tests shall be calculated giving pro forma effect to such incurrence, assumption, Guarantee, redemption, retirement, or extinguishment of Debt (in each case, including a pro forma application of the net proceeds therefrom), as if the same had occurred at the beginning of the Test Period.

1.11 Calculation of Baskets and Ratios.

(1) Unless otherwise specified herein, the baskets set forth in Article 10 and elsewhere in this Agreement shall be tested solely at the time of consummation of the relevant transaction or action utilizing any of such baskets and, for the avoidance of doubt, if any of such baskets are exceeded as a result of fluctuations to Consolidated Total Assets after the last time such baskets were calculated for any purpose, such baskets will not be deemed to have been exceeded as a result of such fluctuations.

(2) For purposes of determining whether the incurrence of any Debt or Lien or the making of any Investment or Restricted Payment complies with any basket that is based upon the greater of a specified US dollar amount and a percentage of Consolidated Total Assets, Consolidated Total Assets shall be calculated on a pro forma basis.

(3) U.S. dollars shall be the currency of calculation for all Financial Covenants and financial ratios.

1.12 Limited Condition Acquisitions.

(1) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) measuring the relevant financial ratios and basket availability with respect to the incurrence of any Debt (including any Incremental Facilities) or Liens or the making of any Investments or Restricted Payments or (ii) determining compliance with the representations and warranties or the occurrence of any Default or Event of Default, in each case, in connection with a Limited Condition Acquisition, if the Borrower has made an LCA Election with respect to such Limited Condition Acquisition, the date of determination of whether any such action is permitted hereunder shall be deemed to be the date on which the definitive documentation with respect to such Limited Condition Acquisition is entered into (the “ LCA Test Date ”) and, if, after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Fiscal Quarter ending prior to the LCA Test Date, a Default or Event of Default shall not then have occurred and be continuing and Borrower could have taken such action on the relevant LCA Test Date in compliance with such financial ratio, basket, representation or warranty, such financial ratio, basket, representation or warranty and such condition with respect to the lack of Default or Event of Default shall be deemed to have been complied with, subject to Section 1.12(2). If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any financial ratio or basket availability on or following the relevant LCA Test Date and prior to the earlier of (x) the date on which such Limited Condition Acquisition is consummated or (y) the date the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such financial ratio or basket availability shall (subject to Section 1.12(2)) be calculated (and tested) (I) on a pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated and (II) with respect to the making of any Restricted Payments, on a standalone basis without giving effect to such Limited Condition Acquisition and other transactions in connection therewith.

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(2) Notwithstanding Section 1.12(1), the deeming provisions contained in such Section shall be subject to “SunGard” conditions equivalent or similar to the Certain Funds Provisions.

1.13 Amendment and Restatement.

The Borrower and each Lender acknowledge and agree that upon satisfaction of the conditions precedent to effectiveness of this Agreement in Section 6.1:

Article 2

THE CREDIT FACILITIES

2.1 Credit Facilities.

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Each applicable Lender shall make available to the Borrower through its applicable Lending Office its Rateable Portion of all Accommodations under each Credit Facility (as applicable) in accordance with this Agreement.

(2) Purposes. The Credit Facilities shall be used only for the following purposes:

(3) Accommodations . Subject to the terms and conditions of this Agreement, Accommodations shall be made available under the Credit Facilities as follows:

Revolving Facility (US Lending Office):

ABR Loans

US LIBOR Loans

Letters of Credit

Operating Facility (Cdn. Lending Office):

Canadian Prime Rate Loans

ABR Loans

US LIBOR Loans

CDOR Rate Loans

Bankers’ Acceptances and BA Equivalent Loans

Letters of Credit

Operating Facility (US Lending Office):

ABR Loans

US LIBOR Loans

Letters of Credit

Term A Facility (US Lending Office):

ABR Loans

US LIBOR Loans

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Term B Facility (US Lending Office):

ABR Loans

US LIBOR Loans

provided that:

Subject to the terms and conditions herein set forth, Accommodations will be made available by way of such numbers of draws and up to such dates as are set forth below, namely:

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(4) Minimum Amounts. Subject to the Required Pro Rata Lenders in any specific instance waiving such requirement under the Revolving Facility or the Term A Facility or the Operating Lender in any specific instance waiving such requirement under the Operating Facility, the following minimum amounts shall apply in respect of certain Borrowings and Drawings requested under each Accommodation Request:

(5) Revolving Repayments.

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(6) Swingline Advances . In the event that the Borrower has a requirement for an ABR Advance in same day funds in an amount up to US$30 million in the aggregate, the Borrower may (subject to satisfaction of applicable terms and conditions hereof) obtain such Advance (in this Section 2.1(6), a “ Swingline Advance ”) under the Revolving Facility from the Swingline Lender alone. Each Swingline Advance may be made on the same day’s notice made on or before 12:00 noon (Toronto time) on such day, by the Borrower providing to the Swingline Lender (with a copy to the Administrative Agent) a Borrowing Notice. Each Swingline Advance shall be deemed to constitute a utilization of the Revolving Facility funded wholly by the Swingline Lender (and, prior to the repayment of such Swingline Advance with the proceeds of an Accommodation under the Revolving Facility provided by all of the Revolving Lenders, the payments on account thereof shall be allocated wholly to the Swingline Lender) and may not be outstanding more than seven Business Days. The Borrower shall, on or before the seventh Business Day forthwith following the making of a Swingline Advance, repay such Swingline Advance in full, together with all accrued or unpaid interest, either from its own resources or with the proceeds of an Accommodation under the Revolving Facility, failing which the Borrower shall be deemed to have delivered to the Administrative Agent at the close of business in Vancouver on such seventh Business Day an Accommodation Request requesting an ABR Advance under the Revolving Facility in the amount of such Swingline Advance. The proceeds of the funding by the other Revolving Lenders under such Accommodation Request shall be applied by the Administrative Agent to repay the Swingline Lender that portion of the Swingline Advance that does not represent the Swingline Lender’s pro rata share (as a Revolving Lender) of the requested ABR Advance. For certainty, it is acknowledged and agreed that the Revolving Lenders shall be obligated to fund their Rateable Portions of any ABR Advance required by this Section 2.1(6) regardless of whether (i) a Default or Event of Default has occurred and is continuing, (ii) an Accommodation Request has actually been delivered by the Borrower or (iii) any other condition in Section 6.2 has been satisfied, fulfilled or otherwise met.

(7) Hostile Takeovers. In the event that (other than with respect to the DigitalGlobe Acquisition) the Borrower wishes to utilize proceeds of one or more Accommodations under the Revolving Facility or the Operating Facility to, or to provide funds to any Subsidiary, Affiliate or other Person to, finance an offer to acquire (which shall include an offer to purchase securities, solicitation of an offer to sell securities, an acceptance of an offer to sell securities, whether or not the offer to sell was solicited, or any combination of the foregoing) outstanding securities of any Person (the “ Target ”) which constitutes a “take-over bid” pursuant to applicable corporate or securities legislation (in any case, a “ Takeover ”), and if the Takeover is, under applicable Law, such as to require the board of directors of the Target to prepare a directors circular or like document that includes either a recommendation to accept or reject the Takeover or a statement that they are unable to make or are not making a recommendation, then either:

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and in the event that any Revolving Lender or the Operating Lender, as applicable (each, a “ Declining Lender ”) has notified or is deemed to have notified the Administrative Agent that it is not willing to fund under such Accommodation Request, then such Declining Lender shall have no obligation to fund under such Accommodation Request, notwithstanding any other provision of this Agreement to the contrary; provided, however , that each other Revolving Lender (each, a “ Financing Lender ”) which has advised the Administrative Agent it is willing to fund under such Accommodation Request shall have an obligation, up to the amount of its unused Commitment under the Revolving Facility, to fund under such Accommodation Request, and such funding shall be provided by each Financing Lender in accordance with the ratio, determined prior to the provision of such funding, that the Commitment of such Financing Lender under the Revolving Facility bears to the aggregate the Commitments of all the Financing Lenders under the Revolving Facility.

If Accommodations are provided in the manner contemplated by Section 2.1(7)(b) and there are Declining Lenders, subsequent Accommodations under the Revolving Facility shall be funded firstly by Declining Lenders having unused Commitments under the Revolving Facility, and subsequent repayments under the Revolving Facility shall be applied firstly to Financing Lenders, in each case until such time as the proportion that the amount of each Revolving Lender’s Principal Outstanding under the Revolving Facility bears to the aggregate Principal Outstanding under the Revolving Facility is equal to such proportion which would have been in effect but for the application of this Section 2.1(7).

For greater certainty, in no event shall a Declining Lender be obligated to purchase any participation in accordance with Section 14.1(1) to the extent that the shortfall in such Declining Lender’s share of outstanding Obligations under the Revolving Facility is attributable to the operation of this Section 2.1(7).

(8) Lending Offices.

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(9) Reallocation of Operating Facility Commitment. The Borrower may, upon prior written notice to the Operating Lender and the Administrative Agent (a “ Reallocation Notice ”), elect to increase or decrease the Operating Facility Commitment of the Operating Lender subject to the following terms and conditions:

2.2 Repayment.

(1) Credit Facilities Repayment. The Credit Facilities shall, subject to early repayment or acceleration in accordance with this Agreement, be repaid as follows:

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(2) Interest . At the same time as any mandatory or voluntary repayment or prepayment of principal is made hereunder, the Borrower shall also pay all accrued and unpaid interest on the principal amount being repaid or prepaid.

(3) Foreign Exchange Fluctuations . If at any time the US$ Equivalent Principal Outstanding under a Credit Facility, as calculated by the Administrative Agent as at the first Business Day of a calendar month, shall exceed 105% of the aggregate Commitments of the Lenders thereunder by virtue of a change in the Equivalent Amount in US Dollars of Accommodations made in any other currencies, the Borrower shall within five Business Days following demand therefor by the Administrative Agent at the Borrower’s election either (i) pay to the Administrative Agent on account of the Principal Outstanding thereunder such amount as is required to reduce such US$ Equivalent Principal Outstanding under such Credit Facility to, or below, such aggregate Commitments, or (ii) pay such excess amount to the Administrative Agent, to be held by the Administrative Agent as cash collateral security for the Obligations under the relevant Credit Facility as they come due.

(4) Exceeding Commitments . Subject to Section 2.2(3), if at any time the US$ Equivalent Principal Outstanding under a Credit Facility, as calculated by the Administrative Agent, shall exceed the aggregate Commitments of the Lenders under such Credit Facility, the Borrower shall within five Business Days following demand therefor by the Administrative Agent pay to the Administrative Agent on account of the Principal Outstanding thereunder such amount as is required to reduce such US$ Equivalent Principal Outstanding under such Credit Facility to, or below, such aggregate Commitments or (ii) pay such excess amount to the Administrative Agent, to be held by the Administrative Agent as cash collateral security for the Obligations under the relevant Credit Facility as they come due.

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2.3 Mandatory Reductions and Prepayments.

(1) Term Facilities Mandatory Prepayments

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(2) Application to Repayment Amounts. Each prepayment of Borrowings required by Section 2.3(1) shall be allocated pro rata among the Term Facilities based upon the applicable Principal Outstanding due thereunder, shall be applied or allocated to each Lender in an amount equal to the pro rata portion applicable to such Lender of the amount of net proceeds in respect of such event, and shall be applied within each Term Facility in respect of such Borrowings in direct order of maturity thereof or as otherwise directed by the Borrower; provided that any such mandatory prepayments allocated to the Term B Facility shall be firstly applied to the next eight quarterly amortization payments which will become due pursuant to Section 2.2(1)(e)(i). With respect to each such prepayment, the Borrower will, not later than the date specified in this Section 2.3 for making such prepayment, give the Administrative Agent written notice which shall include a calculation of the amount of such prepayment to be applied to each such Credit Facility, and requesting that the Administrative Agent provide notice of such prepayment to each applicable Lender.

(3) Rejection Right. The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Borrowings required to be made pursuant to Section 2.3(1)(a) at least three Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Lender with Commitments under the relevant Credit Facilities of the contents of such prepayment notice and of such Lender’s pro rata share of the prepayment. Each such Lender may reject all (but not less than all) of its pro rata share of any mandatory prepayment other than any such mandatory prepayment with respect to a Debt Incurrence Prepayment Event (such declined amounts, the “ Declined Proceeds ”) of Borrowings required to be made pursuant to Section 2.3(1)(a) or 2.3(1)(b) by providing written notice (each, a “ Rejection Notice ”) to the Administrative Agent no later than 5:00 p.m. (Toronto time), one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Borrowings, as applicable. Any Declined Proceeds remaining may be retained by the Borrower.

2.4 Voluntary Reductions and Prepayments.

(1) Reductions of Revolving Facility Commitments and Operating Facility Commitment . The Borrower shall have the right at any time and from time to time, without penalty or bonus, upon at least three Business Days’ prior notice to the Administrative Agent in the form of Schedule 9 annexed hereto, to terminate the whole or reduce in part on a permanent basis the unused portion of the Revolving Facility Commitments of the Revolving Lenders under the Revolving Facility ( pro  rata among the Revolving Lenders on the basis of their respective Revolving Facility Commitments) and the unused portion of the Operating Facility Commitment of the Operating Lender under the Operating Facility; provided that each partial reduction shall be in an aggregate minimum amount of US$5 million and multiples in excess thereof of US$1 million (as determined on a combined basis for both the Revolving Facility and the Operating Facility), and provided further that any such termination or reduction must reduce both the Revolving Facility Commitments and the Operating Facility Commitment on a pro rata basis.

(2) Optional Prepayment of Credit Facilities . In addition to repayments made under the Revolving Facility and the Operating Facility in accordance with the revolving nature thereof under Section 2.1(5)(a), the Borrower shall have the right at any time and from time to time, without penalty or bonus but subject to Section 11.5(1), upon at least three Business Days’ prior notice to the Administrative Agent (in the case of a prepayment of any Credit Facility other than the Operating Facility) or the Operating Lender (in the case of a prepayment under the Operating Facility), to effect a voluntary prepayment on account of the Principal Outstanding under any or all Credit Facilities, which prepayment (subject to the Required Pro Rata Lenders in any specific instance waiving such requirement under the Revolving Facility or the Term A Facility and the Operating Lender in any specific instance waiving such requirement under the Operating Facility) shall be in an aggregate minimum amount of US$5 million and multiples in excess thereof of US$1 million or in the full amount of the Principal Outstanding under such Credit Facility.

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(3) Order . Any prepayment under Section 2.4(2) shall reduce the Commitments of the Lenders in respect of the relevant Credit Facility on a permanent basis ( pro rata among such Lenders on the basis of their respective Commitments under such Credit Facility), and in the case of the Term Facilities shall be applied to the relevant Term Facility and any remaining amortization payments thereunder as directed by the Borrower (and, if no direction is given, in direct order of maturity).

(4) Return of Letters of Credit . The Borrower may at any time and from time to time, at its option, return any outstanding Letter of Credit to the Issuing Bank for cancellation.

(5) Soft Call Premium. If, prior to the date that is six months after the Closing Date, (a) there shall occur any amendment, amendment and restatement or other modification of this Agreement the primary purpose of which is to reduce the all in yield then in effect for the Initial Term B Loans hereunder, (b) all or any portion of the Initial Term B Loans are voluntarily prepaid or mandatorily prepaid with the net cash proceeds of issuances, offerings or placement of Debt obligations, or refinanced substantially concurrently with the incurrence of, or conversion of the loans thereunder into, new Debt in a transaction the primary purpose of which is to lower the all in yield below the all in yield in effect for the Initial Term B Loans so prepaid, or (c) a Term B Lender must assign its Initial Term B Loans as a result of its failure to consent to an amendment, amendment and restatement or other modification of this Agreement the primary purpose of which is to reduce the all in yield then in effect for such Initial Term B Loans (any of clause (a), (b) or (c), a ” Repricing Transaction ”), then in each case the aggregate principal amount subject to such Repricing Transaction (other than any Repricing Transaction made in connection with a Change of Control) will be subject to a 1.00% prepayment premium. The “all-in yield” for purposes of this Section 2.4(5) shall be calculated in a manner consistent with the Yield Differential pursuant to Section 2.14(5).

2.5 Payments.

(1) Payment Account. The Borrower shall make each payment to be made hereunder not later than 10:00 a.m. (Pacific time) in the currency of the Accommodation or other obligation in respect of which such payment is made (be it Canadian Dollars, US Dollars or another currency) on the day (subject to Section 2.5(2)) when due, in immediately available funds, by deposit of such funds to the applicable Payment Account.

(2) Business Day . Subject to the next following sentence, whenever any payment hereunder is due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. If any such extension would cause any payment of interest or fees on an Accommodation to be made in the next following calendar month, such payment shall be made on the last preceding Business Day.

(3) Application . Unless otherwise provided herein, all amounts received by the Administrative Agent on account of the Obligations shall be applied by the Administrative Agent as follows:

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and in respect of which each claim at the same level as set forth in paragraph (a), (b) or (c) above shall rank pari passu in all respects.

(4) Pro  Rata Basis . All payments of principal, interest and fees to the Lenders, unless otherwise expressly stipulated, shall be made for the account of, and distributed by the Administrative Agent to, the Lenders pro  rata on the basis of the amounts respectively owed to them as (as applicable) principal, interest or fees under the relevant Credit Facility.

(5) Payments Free of Set-off . Each payment made by the Borrower on account of the Obligations shall be made without set-off or counterclaim.

2.6 Computations.

(1) Basis . All computations of:

Computation of fees under Sections 2.7(a), 4.6 and 5.7(1) and (2) shall be made by the Administrative Agent on the basis of a year of 365 days or (in the case of a leap year and only with respect to fees under Sections 2.7(a) and 5.7(1) and (2)) 366 days and the actual number of days (including the first day but excluding the last day) occurring in the period for which such fees are payable. Each determination by the Administrative Agent of an amount of interest, Discount Proceeds or fees payable by the Borrower hereunder shall be conclusive and binding for all purposes, absent demonstrated error.

(2) Interest Act (Canada).

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2.7 Fees.

The Borrower shall pay to the Administrative Agent the following fees, calculated as follows:

2.8 Interest on Overdue Amounts.

Except as otherwise provided in this Agreement, each amount owed by the Borrower to a Lender which is not paid when due (whether at stated maturity, on demand, by acceleration or otherwise shall bear interest (both before and after judgment), from the date on which such amount is due until such amount is paid in full, payable on demand, at a rate per annum equal at all times to the ABR (in the case of amounts denominated in US Dollars) or the Canadian Prime Rate (in the case of amounts denominated in Canadian Dollars), in each case plus two (2%) percent per annum in excess of the Applicable Margin.

2.9 Where Borrower Fails to Pay.

Unless the Administrative Agent has been notified in writing by the Borrower at least one Business Day prior to the date on which any payment to be made by the Borrower hereunder is due that the Borrower does not intend to remit such payment, the Administrative Agent may, in its discretion, assume that the Borrower has remitted such payment when so due and the Administrative Agent may, in its discretion and in reliance upon such assumption, make available to each relevant Lender on such payment date an amount equal to the portion of such payment which is due to such Lender pursuant to this Agreement. If the Borrower does not in fact remit such payment to the Administrative Agent, the Administrative Agent

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shall promptly notify each such Lender and such Lender shall forthwith on demand repay to the Administrative Agent an amount equal to the portion of such assumed payment made available to such Lender, together with interest thereon until the date of repayment thereof at a rate determined by the Administrative Agent (such rate to be conclusive and binding on such Lender) in accordance with the Administrative Agent’s usual banking practice for similar advances to financial institutions of like standing as such Lender but in no event greater than, as the case may be, the Canadian Prime Rate or the ABR.

2.10 Account Debit Authorization.

The Borrower authorizes and directs the Administrative Agent, in its discretion, to automatically debit, by mechanical, electronic or manual means, all bank accounts of the Borrower maintained with the Administrative Agent for all amounts due and payable under this Agreement on account of principal, interest and fees hereunder comprised in the Obligations.

2.11 Administrative Agent’s Discretion on Allocation.

In the event that it is not practicable to:

the Administrative Agent is authorized by the Borrower and each relevant Pro Rata Lender to make such allocation as the Administrative Agent determines in its sole and unfettered discretion may be equitable in the circumstances. All fees in respect of and repayments in connection with any such Accommodation, as well as future Accommodations, shall be adjusted as among the relevant Pro Rata Lenders by the Administrative Agent accordingly.

2.12 Rollover and Conversion.

(1) General . Subject to the terms and conditions of this Agreement, the Borrower may from time to time request that any Bankers’ Acceptance or type of Loan or any portion thereof be rolled over or converted in accordance with the provisions hereof.

(2) Request . Each request by the Borrower for a Rollover or Conversion shall be made by the delivery of a duly completed and executed Accommodation Request to the Administrative Agent and the provisions of Article 3 or Article 4 shall apply to each request for a Rollover or Conversion as if such request were a request thereunder for a Borrowing or a Drawing (as the case may be).

(3) Effective Date . Each Rollover or Conversion of a CDOR Rate Loan, US LIBOR Loan or Bankers’ Acceptance shall be made effective as of, in the case of a CDOR Rate Loan or LIBOR Loan, the last day of the subsisting Interest Period and, in the case of a Bankers’ Acceptance, the maturity date applicable thereto.

(4) Failure to Elect . If the Borrower does not deliver an Accommodation Request at or before the time required by Section 2.12(2) and:

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2.13 Extensions of Revolving Facility Maturity Date and Operating Facility Maturity Date.

(1) The Borrower may from time to time, at its option, by delivering to the Administrative Agent a written extension request (a “ Revolving Facility Extension Request ”), request the Revolving Lenders to extend the Revolving Facility Maturity Date and the Operating Facility Maturity Date, provided that (a) this request cannot be made more than once in any calendar year, (b) the requested Revolving Facility Maturity Date and Operating Facility Maturity Date shall not exceed four years from the effective date of the extension requested in such Revolving Facility Extension Request and (c) the Operating Facility Maturity Date of the Lender that it is also the Operating Lender must at all times be the same as the Revolving Facility Maturity Date for such Lender.

(2) Promptly after receipt from the Borrower of an executed Revolving Facility Extension Request, the Administrative Agent shall deliver to each Revolving Lender a copy of such Revolving Facility Extension Request, and each such Revolving Lender shall, within 30 days after receipt of such Revolving Facility Extension Request (the “ Election Date ”), notify the Administrative Agent in writing (such note, the “ Revolving Facility Extension Election ”) whether such Revolving Lender will agree to extend its Revolving Facility Maturity Date; provided that if any Revolving Lender fails to so advise the Administrative Agent by the Election Date, then such Revolving Lender shall be deemed to have advised the Administrative Agent that it will not agree to extend its Revolving Facility Maturity Date. The Administrative Agent shall promptly notify the Borrower if any Revolving Lender advises that it will not agree to extend its Revolving Facility Maturity Date. Subject to any replacement of Non-Extending Revolving Lenders under Section 11.7, the Administrative Agent shall only extend the Revolving Facility Maturity Date upon the agreement of the Required Revolving Lenders, and any such extension shall apply only to those Revolving Lenders which provided their consent to such extension (the “ Extending Revolving Lenders ”). The determination of each Revolving Lender whether or not to extend the Revolving Facility Maturity Date applicable to it shall be made by each individual Revolving Lender in its sole discretion. Any extension of the Revolving Facility Maturity Date of the Revolving Lender that is also the Operating Lender shall be deemed to extend the Operating Facility Maturity Date to the same date as such extended Revolving Facility Maturity Date.

(3) As soon as all of the Revolving Lenders have advised, or are deemed to have advised, the Administrative Agent whether or not they will be extending the Revolving Facility Maturity Date, the Administrative Agent shall either:

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(4) If the extension of the Revolving Facility Maturity Date is approved by less than all of the Revolving Lenders, then the Administrative Agent shall also advise the Borrower of (i) any Revolving Lender(s) which did not agree to the requested extension (each, a “ Non-Extending Revolving Lender ”), (ii) each Non-Extending Revolving Lender’s Rateable Portion of the Obligations then outstanding and (iii) the amount, if any, by which each Extending Revolving Lender is prepared to increase its Commitments in the event the Borrower proposes to assign the Commitments of a Non-Extending Lender under Section 11.7.

(5) Upon the delivery to the Borrower of a written extension, the then current Revolving Facility Maturity Date and, if applicable, the Operating Facility Maturity Date of the Extending Revolving Lenders shall be extended for up to four years from the effective date of the Revolving Facility Extension Request as specified therein and the then current Revolving Facility Maturity Date and, if applicable, the then current Operating Facility Maturity Date for the Non-Extending Revolving Lenders will remain unchanged.

(6) Each Non-Extending Revolving Lender shall be deemed to be an Affected Lender for the purposes of Section 11.7.

(7) Paragraphs (1) through (6) of this Section 2.13 shall apply from time to time to permit successive extensions to the Revolving Facility Maturity Date and the Operating Facility Maturity Date prior to the then current Revolving Facility Maturity Date and Operating Facility Maturity Date of the Extending Revolving Lenders; provided that, unless agreed otherwise by the Borrower, the Administrative Agent and any Non-Extending Revolving Lender, such Non-Extending Revolving Lender shall be excluded from this Section 2.13 with respect to any future extensions.

(8) Each Extension/Incremental/Refinancing Amendment may, without the consent of any other Lenders, effect technical and corresponding amendments to this Agreement and the other Credit Facility Documents as may be necessary or appropriate, in the opinion of the Agents, to effect the provisions of this Section 2.13.

2.14 Extensions of Maturity Dates of Term A Facilities.

(1) The Borrower may from time to time, at its option, by delivering to the Administrative Agent a written extension request (a “ Term A Facility Extension Request ”), request the Term A Lenders to extend the Initial Term A Maturity Date applicable to either Tranche of the Term A Facility, provided that this request cannot be made more than once in any calendar year in respect of the same Tranche.

(2) Promptly after receipt from the Borrower of an executed Term A Facility Extension Request, the Administrative Agent shall deliver to each Term A Lender a copy of such Term A Facility Extension Request, and each such Term A Lender shall, within 30 days after receipt of such Term A Facility Extension Request (the “ Term A Election Date ”), notify the Administrative Agent in writing (such note, the “ Term A Facility Extension Election ”) whether such Term A Lender will agree to extend its Initial Term A Maturity Date; provided that if any Term A Lender fails to so advise the Administrative Agent by the Term A Election Date, then such Term A Lender shall be deemed to have advised the Administrative Agent that it will not agree to extend its Initial Term A Maturity Date. The Administrative Agent shall promptly notify the Borrower if any Term A Lender advises that it will not agree to extend its Initial Term A Maturity Date. Subject to any replacement of Non-Extending Term A Lenders under Section 11.7, the Administrative Agent shall only extend the Initial Term A Maturity Date upon the agreement of the Required Term A Lenders, and any such extension shall apply only to those Term A Lenders which provided their consent to such extension (the “ Extending Term A Lenders ”). The determination of each Term A Lender whether or not to extend its Initial Term A Maturity Date shall be made by each individual Term A Lender in its sole discretion.

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(3) As soon as all of the Term A Lenders have advised, or are deemed to have advised, the Administrative Agent whether or not they will be extending the Initial Term A Maturity Date, the Administrative Agent shall either:

(4) If the extension is approved by less than all of the Term A Lenders, then the Administrative Agent shall also advise the Borrower of any Term A Lender(s) which did not agree to the requested extension (each, a “ Non-Extending Term A Lender ”), each Non-Extending Term A Lender’s Rateable Portion of the Obligations then outstanding and the amount, if any, by which each Extending Term A Lender is prepared to increase its Term A Commitments in the event the Borrower proposes to assign the Term A Commitments of a Non-Extending Lender under Section 11.7.

(5) Upon the delivery to the Borrower of a written extension, the then current Initial Term A Maturity Date of the Extending Term A Lenders shall be extended for the term specified in the Term A Facility Extension Request and the then current Initial Term A Maturity Date for the Non-Extending Term A Lenders will remain unchanged.

(6) Each Non-Extending Term A Lender shall be deemed to be an Affected Lender for the purposes of Section 11.7.

(7) Paragraphs (1) through (6) of this Section 2.14 shall apply from time to time to permit successive extensions to the Initial Term A Maturity Date prior to the then current Initial Term A Maturity Date of the Extending Term A Lenders; provided that, unless agreed otherwise by the Borrower, the Administrative Agent and any Non-Extending Term A Lender, such Non-Extending Term A Lender shall be excluded from this Section 2.14 with respect to any future extensions.

(8) Each Extension/Incremental/Refinancing Amendment may, without the consent of any other Lenders, effect technical and corresponding amendments to this Agreement and the other Credit Facility Documents as may be necessary or appropriate, in the opinion of the Agents, to effect the provisions of this Section 2.14.

2.15 Incremental Facilities.

(1) Subject to Sections 2.15(3) and 2.15(4), the Borrower may by written notice to the Administrative Agent from time to time (each such notice an “ Incremental Commitment Request ”) elect to request the establishment of one or more (x) additional first lien term A credit facilities or increases in the aggregate maximum permitted Principal Outstanding under either or both Tranches of the Term A Facility (the “ Incremental Term A Commitments ”), (y) additional first lien term B credit facilities or increases in the aggregate maximum permitted Principal Outstanding under the Term B Facility (the “ Incremental Term B Commitments ”; and collectively with the Incremental Term A Commitments, the “ Incremental Term Commitments ” or (z) additional first lien revolving facilities or increases in the aggregate maximum permitted Principal Outstanding under the Revolving Facility (the “ Incremental Revolving Facility Commitments ”) and the Operating Facility (the “ Incremental Operating Facility Commitment ”; and collectively with the Incremental Term A Commitments, the Incremental Term B Commitments and the Incremental Operating Facility Commitment, the “ Incremental Commitments ”), in an aggregate principal amount for all Incremental Commitments taken together not to exceed the greater of the following (the “ Incremental Facility Limit ”) (a) US$500 million and (b) an amount such that, after giving effect to the incurrence of Debt under such Incremental Commitments pursuant to this clause (b) (and after giving pro forma effect to any acquisition consummated concurrently therewith and any other acquisition, disposition, debt incurrence, debt retirement and other appropriate pro forma adjustment events, including any Debt incurrence or repayment subsequent to the end of the applicable Test Period and on or prior to the date of such incurrence), the Borrower would be in compliance, on a pro forma basis, with a First Lien Debt Leverage Ratio for the Test Period most recently ended equal to or less than 3.50:1.00.

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(2) Each Incremental Commitment Request shall specify the date on which the Borrower proposes that the Incremental Commitment requested therein shall become effective. In connection with the incurrence of any Debt under this Section 2.15, the Borrower shall provide to the Administrative Agent a certificate certifying that the Incremental Commitments do not exceed the Incremental Facility Limit (which certificate shall be in reasonable detail and shall provide the calculations and basis therefor and classify such Debt as being incurred under clause (a) or clause (b) of the definition of “Incremental Facility Limit” (which classification may be reclassified) and that the conditions in Section 2.15(4) have been satisfied.

(3) The Lenders at the time of any request under Section 2.15(1) shall not be obliged to participate in any Incremental Facility and the Borrower may pursue and include new lenders to assist in funding any Incremental Commitments; provided that the addition of new lenders under such Incremental Facility shall be subject to:

(4) The effectiveness of any Incremental Commitments shall be subject to the following conditions (the date upon which any Incremental Commitments become effective, the “ Increased Amount Date ”): (i) subject to “SunGard” conditions equivalent or similar to the Certain Funds Provisions in the case of any Incremental Commitments the proceeds of which will be used to fund an Acquisition or other similar material Investment permitted under the Credit Facility Documents, no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) subject to “SunGard” provisions equivalent or similar to the Certain Funds Provisions in the case of any Incremental Commitments the proceeds of which will be used to fund an Acquisition or other similar Investment permitted under the Credit Facility Documents, all representations and warranties shall be true and correct in all material respects immediately prior to, and after giving effect to, the incurrence of such Incremental Commitments ( provided that any representation and warranty that is qualified as to “materiality”, “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to any such qualification therein)), (iii) the maturity date of any Incremental Term B Commitments shall be no earlier than the Initial Term B Maturity Date, (iv) the weighted average life to maturity of any Incremental Term B Commitments shall be no shorter than the weighted average life to maturity of the Initial Term B Commitments, (v) the interest margins for such Incremental Term B Commitments shall be determined by the Borrower and the lenders of such Incremental Term B Commitments; provided that in the event that the all in yield for any Incremental Term B Commitments is greater than the all in yield for the Initial Term B Commitments by more than 50 basis points (the “ Yield Differential ”), then the Applicable Margin for the Initial Term B Commitments shall be increased to the extent necessary so that the all in yield for such Incremental Term B Commitments is not more than 50 basis points higher than the all in yield for the Initial Term B Commitments, and (vi) any Incremental Revolving Facility Commitments shall be pursuant to documentation consistent with the Initial Revolving Facility Commitments and any Incremental Term Commitments shall be pursuant to documentation to be

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determined; provided that, to the extent such terms and documentation relating to any Incremental Term B Facility are not consistent with the Initial Term B Commitments (except to the extent permitted by clauses (iii), (iv) or (v) above), they shall be reasonably satisfactory to the Administrative Agent.

(5) For purposes of determining the interest margins applicable to the Incremental Term B Commitments and the Yield Differential for the Initial Term B Commitments, (A) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower for the account of the Initial Term B Lenders in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity), (B) customary arrangement or similar fees payable to the applicable lead arrangers (or their respective Affiliates) in connection with the Initial Term B Commitments or to one or more arrangers (or their Affiliates) of such Incremental Term B Commitments shall be excluded and (C) if the Adjusted LIBOR or ABR floor for such Incremental Term B Commitments is greater than the Adjusted LIBOR or ABR floor, respectively, for the Initial Term B Commitments, the difference between such floor for such Incremental Term B Commitments and the Initial Term B Commitments shall be equated to an increase in the Applicable Margin to the extent an increase in the interest rate floor in such Initial Term B Commitments would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the interest rate margin) applicable to such Initial Term B Commitments shall be increased by such increased amount.

(6) An amount not to exceed the then available unused capacity with respect to the incurrence of Debt under Incremental Commitments may, subject to compliance with the requirements set forth in clauses (i) through (iv) of Section 2.15(4) (except that (A) customary bridge facilities shall be permitted notwithstanding clauses (iii) and (iv) of Section 2.15(4) and (B) any such Debt that is secured on a pari passu basis with the Credit Facilities shall be in the form of notes), be used by the Borrower for the incurrence of Permitted Other Indebtedness, in each case (if secured) to be subject to a First Lien Intercreditor Agreement or a Second Lien Intercreditor Agreement, as applicable; provided that the Borrower shall be in pro forma compliance with the Financial Covenants after giving effect to the incurrence thereof; provided, further , that any such Permitted Other Indebtedness shall be deemed to be First Lien Obligations for the purposes of determining compliance with any future incurrence test, whether or not so secured (all such debt in this paragraph (6), “ Incremental Equivalent Debt ”).

(7) On any Increased Amount Date on which any Incremental Revolving Facility Commitments become effective, subject to the satisfaction of the foregoing terms and conditions of this Section 2.15, (a) each of the Revolving Lenders with Initial Revolving Facility Commitments shall assign to each Revolving Lender with an Incremental Revolving Facility Commitment (each, an “ Incremental Revolving Lender ”) and each Incremental Revolving Lender shall purchase from each of the Lenders with Initial Revolving Facility Commitments, at the principal amount thereof, such interests in the Loans outstanding thereunder on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Principal Outstanding under the Revolving Facility will be held by existing Revolving Lenders and Incremental Revolving Lenders rateably in accordance with their respective Revolving Facility Commitments after giving effect to the addition of such Incremental Revolving Facility Commitments to the existing Revolving Facility Commitments, and (b) (i) each Incremental Revolving Facility Commitment shall be deemed for all purposes a Revolving Facility Commitment and (ii) each Incremental Revolving Lender shall become a Lender with respect to its Incremental Revolving Facility Commitment and all matters relating thereto; provided that (x) the Administrative Agent, the Swingline Lender and each Issuing Bank under the Revolving Facility shall have consented (not to be unreasonably withheld or delayed) to such Incremental Revolving Lender providing such Incremental Revolving Facility Commitment to the extent such consent, if any, would be required under Section 14.8 for an assignment of Revolving Facility Loans or Revolving Facility Commitments, as applicable, to such Incremental Revolving Lender and (y) with respect to any existing Bankers’ Acceptances and BA Equivalent Loans under the Revolving Facility which are outstanding on such Increased Amount Date, the above assignments and purchases will be deferred until the expiry of the applicable Interest Period(s) for such existing Bankers’ Acceptances and BA Equivalent Loans.

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(8) On any Increased Amount Date on which any Incremental Term Commitments become effective, subject to the satisfaction of the foregoing terms and conditions of this Section 2.15, (a) each of the Term Lenders with Incremental Term Commitments shall make an Advance to the Borrower in an amount equal to its Incremental Term Commitment, and (ii) each Incremental Term Lender shall become a Lender hereunder with respect to its Incremental Term Commitment and the Advances thereunder made pursuant thereto.

(9) Incremental Revolving Facility Commitments shall be treated the same as the Class of Revolving Facility Commitments being increased (including with respect to the Maturity Date thereof) and shall be considered to be part of the Class of Revolving Facility being increased.

(10) Incremental Term A Commitments shall be treated the same as the Class of Term A Commitments being increased (including with respect to the Maturity Date thereof) and shall be considered to be part of the Class of Term A Facility being increased.

(11) The terms and provisions of Incremental Term Loans and Incremental Term Loan Commitments of any Class shall be on terms and documentation set forth in the applicable Extension/Incremental/Refinancing Amendment as determined by the Borrower; provided that such terms comply with the requirements of Section 2.15(4) to the extent applicable. Any Incremental Revolving Facility Commitments or Incremental Term Loan made on an Increased Amount Date shall, at the election of the Borrower and agreed to by the Lenders providing such Incremental Revolving Facility Commitments or Incremental Term Commitments, be designated as (a) a separate Class (of Term Loans for all purposes of this Agreement or (b) part of a Class of existing Term Loans or Revolving Loans for all purposes of this Agreement.

(12) The Borrower shall provide a certificate of a Senior Officer delivered to the Administrative Agent at least five Business Days (or such shorter period as the Administrative Agent may reasonably agree) prior to the Increase Amount Date for any Incremental Facility, together with a reasonably detailed description of the material terms and conditions of such Incremental Facility or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the applicable requirements of this Section 2.15.

(13) Each Extension/Incremental/Refinancing Amendment Agreement may, without the consent of any other Lenders, effect technical and corresponding amendments to this Agreement and the other Credit Facility Documents as may be necessary or appropriate, in the opinion of the Agents, to effect the provisions of this Section 2.15.

2.16 Refinancing of Credit Facilities.

(1) The Borrower may refinance any of the Credit Facilities from time to time, in whole or part, with one or more new term loan facilities (each, a “ Refinancing Term Facility ”) or new revolving loan facilities (each, a “ Refinancing Revolving Facility ”; the Refinancing Term Facilities and the Refinancing Revolving Facilities are collectively referred to as “ Refinancing Facilities ”), respectively, under the Credit Facility Documents with the consent of the Administrative Agent (not to be unreasonably withheld, delayed or conditioned) and the institutions providing such Refinancing Term Facility or Refinancing Revolving Facility or with one or more additional Classes of (x) senior unsecured notes or loans; (y) senior secured notes that will be First Lien Obligations or (z) senior secured notes or loans that will be Second Lien Obligations (any such notes or loans, “ Refinancing Notes ”; and the refinancings effected in accordance with this Section 2.16, “ Permitted Refinancings ”); provided that (a) any Refinancing Term Facility does not mature prior to the Maturity Date of, or have a weighted average life to maturity, earlier than the Maturity Date, or the weighted average life, of the Class of Term Loans being refinanced and any Refinancing Notes mature no earlier than the Maturity Date of the Class of Term Loans being refinanced ( provided that, in any case, any Refinancing Term Facility may include amortization not in excess of 1% per annum), (b) any Refinancing Notes are not subject to any amortization prior to final maturity and are not subject to mandatory redemption or prepayment (except customary asset sale and change of control provisions), (c) any Refinancing Revolving Facility does not mature prior to the Maturity Date of the Revolving Facility Commitments or Operating Facility Commitment being refinanced and (d) the proceeds of such Refinancing Facilities shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans (and, in the case of the Revolving Facility and the Operating Facility, pro rata Commitment reductions) under the applicable Class of Loans being so refinanced.

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(2) The Borrower shall provide a certificate of a Senior Officer delivered to the Administrative Agent at least five Business Days (or such shorter period as the Administrative Agent may reasonably agree) prior to the incurrence of Debt under any Refinancing Facility or Refinancing Notes, together with a reasonably detailed description of the material terms and conditions of such Debt or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement.

(3) Each Extension/Incremental/Refinancing Amendment may, without the consent of any other Lenders, effect technical and corresponding amendments to this Agreement and the other Credit Facility Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.16.

2.17 Extensions of Maturity Date of Term B Facility.

(1) The Borrower may at any time and from time to time request that all or a portion of the Term B Loans of any Class (including any Extended Term B Loans) existing at the time of such request (the “ Existing Term B Loans ”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term B Loans (any such Term B Loans which have been so converted, “ Extended Term B Loans ”).

(2) In order to establish any Extended B Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Term B Lenders of the applicable Class of Existing Term B Loans being extended), which request shall be offered equally to all Term B Lenders of such Class (a “ Term B Loan Extension Request ”) setting forth the proposed terms of the Extended Term B Loans to be established; provided that no Term B Lender shall have any obligation to agree to have any of its existing Term B Loans converted into Extended Term B Loans pursuant to any such request.

(3) Any Extended Term B Loans shall constitute a separate Class of Term B Loans from the Existing Term B Loans from which they were converted.

(4) The Borrower shall provide the applicable Term B Loan Extension Request at least ten (10) Business Days prior to the date on which Term B Lenders under the applicable Existing Term B Loans are requested to respond. Any Term B Lender (an “ Extending Term B Lender ”) wishing to have all or a portion of its Existing Term B Loans converted into an Extended Term B Loan shall notify the Administrative Agent (each, an “ Term B Loan Extension Election ”) on or prior to the date specified in such Term B Loan Extension Request of the amount of its Existing Term B Loan that it has elected to convert into an Extended Term B Loan. In the event that the aggregate amount of the Existing Term B Loans subject to Term B Loan Extension Elections exceeds the amount of Extended Term B Loans requested pursuant to the Term B Loan Extension Request, the Existing Term B Loans subject to Term B Loan Extension Elections shall be converted to Extended Term B Loans on a pro rata basis based on the amount of Existing Term B Loans included in each such Term B Loan Extension Election.

(5) Notwithstanding anything to the contrary contained in this Agreement, on any date on which any Existing Term B Loan is converted to extend the related scheduled maturity date(s) in accordance with Section 2.17(1) above, in the case of the Existing Term B Loan of each Extending Term B Lender, the aggregate principal amount of such Existing Term B Loans shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Term B Loan so converted by such Term B Lender on such date, and such Extended Term B Loans shall be established as a separate Class from the Existing Term B Loans and from any other Term B Loans.

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(6) If, in connection with any proposed Extension/Incremental/Refinancing Amendment, any Term B Lender declines to consent to the applicable extension on the terms and by the deadline set forth in the applicable Term B Loan Extension Request (each such other Lender, a “ Non-Extending Term Lender ”) then the Borrower may, on notice to the Administrative Agent and the Non-Extending Term B Lender, (i) replace such Non-Extending Term B Lender by causing such Term B Lender to (and such Term B Lender shall be obligated to) assign pursuant to Section 14.8 (with the processing and recordation fee and any other costs and expenses to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement to one or more assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Term B Lender; provided, further , that the applicable assignee shall have agreed to provide Extended Term Loans on the terms set forth in such Extension/Incremental/Refinancing Amendment; and provided, further , that all obligations of the Borrower owing to the Non-Extending Term B Lender relating to the Existing Term B Loans so assigned shall be paid in full by the assignee Term B Lender to such Non-Extending Term B Lender concurrently with such Assignment and Acceptance or (ii) if no Event of Default exists under Section 12.1(1), 12.1(8) or 12.1(9), upon notice to the Administrative Agent, prepay the Existing Term B Loans, in whole or in part, without premium or penalty. In connection with any such replacement under this Section 2.17, if the Non-Extending Term B Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement by the later of (A) the date on which the replacement Term B Lender executes and delivers such Assignment and Acceptance and/or such other documentation and (B) the date as of which all obligations of the Borrower owing to the Non-Extending B Term Lender relating to the Existing Term B Loans so assigned shall be paid in full by the assignee Term B Lender to such Non-Extending Term B Lender, then such Non-Extending Term B Lender shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation as of such date, the Administrative Agent shall record such assignment in the Register and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of such Non-Extending Term B Lender.

(7) With respect to all extensions consummated by the Borrower pursuant to this Section 2.17, (i) such extensions shall not constitute optional or mandatory payments or prepayments for purposes of Sections 2.3 and 2.4 (ii) no Term B Loan Extension Request is required to be in any minimum amount or any minimum increment, provided that the Borrower may at its election specify as a condition to consummating any such extension that a minimum amount (to be determined and specified in the relevant Term B Loan Extension Request in the Borrower’s sole discretion and may be waived by the Borrower) of Existing Term B Loans be extended. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.17 and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.4 and 14.1) or any other Credit Facility Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.17.

(8) Each Extension/Incremental/Refinancing Amendment may, without the consent of any other Lenders, effect technical and corresponding amendments to this Agreement and the other Credit Facility Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.17.

2.18 Re-Domicile Reorganization.

(1) As soon as reasonably practicable prior to the Re-Domicile Date and in any event no later than 30 days prior to the Re-Domicile Date, the Borrower shall provide the Administrative Agent with reasonable particulars describing:

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(2) Notwithstanding whether the US Parent is or is not a Borrower, the US Parent shall be or become a party to this Agreement and at all times thereafter shall be (i) deemed to be an MDA Obligor (which designation will be irrevocable), (ii) required to provide all of the Security and other documentation required to be provided by an MDA Obligor pursuant to Article 8 and (iii) the reference point for all reporting, computations and covenant compliance under the Credit Agreement which apply to the Company on the Closing Date.

(3) The Borrower, the Guarantors and the Administrative Agent may, without the consent of any other Lenders, effect all such technical and corresponding amendments to this Agreement and the other Credit Facility Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to reflect the Re-Domicile Reorganization and the change of Borrower (if applicable) in connection therewith (including to reflect that fact that the US Parent has taken the place of the Borrower for purposes of determining compliance with Sections 10.1 and 10.2).

2.19 Re-Tranching On or After Re-Domicile Date.

(1) On or after the Re-Domicile Date, the Borrower may from time to time at its option make an election (each such election, a “ Re-Tranching Election ”), upon at least 30 days’ prior written notice to the Administrative Agent (each a “ Re-Tranching Notice ”), to retain the Operating Facility as a Cdn. Tranche and/or segregate any of the other Pro Rata Facilities into a Cdn. Tranche and a US Tranche. Any Re-Tranching Notice shall specify:

(2) No later than five Business Days prior to the effective date of any Re-Tranching Election:

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(3) If the Borrower makes a Re-Tranching Election:

Article 3

ADVANCES AND LOANS

3.1 Advances.

(1) Commitments.

(2) Amounts; Availability . The aggregate principal amount of each Borrowing shall comply with, and the availability thereof shall be subject to, Section 2.1(4).

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3.2 Making the Advances.

(1) Notice . Each Borrowing under the Credit Facilities (other than the Operating Facility) shall be made on at least three Business Days’ (in the case of US LIBOR Loans) or one Business Day’s (in the case of ABR Loans) prior notice given not later than 10:00 a.m. (Pacific time) by the Borrower to the Administrative Agent, and the Administrative Agent shall give to each relevant Lender prompt notice thereof and of such Lender’s Rateable Portion of each type of Borrowing to be made under the Borrowing. Each Borrowing under the Operating Facility shall be made on at least three Business Days’ (in the case of US LIBOR Loans) or two Business Days’ (in the case of CDOR Rate Loans or Bankers’ Acceptances) or one Business Day’s (in the case of Canadian Prime Rate Loans or ABR Loans) prior notice given not later than 10:00 a.m. (Pacific time) by the Borrower to the Operating Lender. Each such notice of a Borrowing shall be given by way of an Accommodation Request or by telephone (confirmed promptly in writing), with the same information as would be contained in an Accommodation Request, including the requested date of such Borrowing and the aggregate amount of each type of Advance comprising such Borrowing.

(2) Lender Funding . Except in connection with a Rollover or Conversion (other than a Conversion from one currency to another), each Lender shall, before 10:00 a.m. (Pacific time) on the date and in the currency of the requested Borrowing, deposit to the applicable Payment Account in immediately available funds such Lender’s Rateable Portion (subject to Section 2.11) of each type of Advance comprising such Borrowing. Promptly upon receipt by the Administrative Agent of such funds and upon fulfilment of the applicable conditions set forth in Article 6, the Administrative Agent will make such funds available to the Borrower by debiting the Payment Account (or causing such account to be debited), and by crediting such account as the Borrower shall designate (or causing such account to be credited) with such Advances.

(3) Failure by Lender to Fund . Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s Rateable Portion of each type of Advance comprising such Borrowing, the Administrative Agent may assume that such Lender has made each such Rateable Portion available to the Administrative Agent on the date of such Borrowing in accordance with Section 3.2(2) and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date corresponding amounts. If and to the extent that such Lender shall not have made its Rateable Portion available to the Administrative Agent, such Lender shall pay such corresponding amounts to the Administrative Agent forthwith on demand. If such Lender shall pay such corresponding amounts to the Administrative Agent, the amounts so paid shall constitute such Lender’s Rateable Portion of such Borrowing for the purposes of this Agreement. The Administrative Agent shall also be entitled to recover from such Lender interest on such corresponding amounts, for each day from the date such amounts were made available by the Administrative Agent to the Borrower until the date such amounts are repaid to the Administrative Agent, at a rate determined by the Administrative Agent (such rate to be conclusive and binding on such Lender) in accordance with the Administrative Agent’s usual banking practice for similar advances to financial institutions of like standing as such Lender but in no event greater than, as the case may be, the Canadian Prime Rate or the ABR, together with the Administrative Agent’s reasonable administrative fee. If such Lender shall not pay such corresponding amounts to the Administrative Agent forthwith on demand, the Borrower shall pay such corresponding amounts (together with accrued and unpaid interest at the applicable rate herein set forth for each type of Advance) to the Administrative Agent within two Business Days of demand being made upon it.

(4) Failure to Fund . The Administrative Agent shall notify the Borrower of the failure of any Lender to make an Advance if:

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The Administrative Agent shall not be liable to the Borrower or any Lender in respect of notice given or not given pursuant to this Section 3.2(4). In the event of the continuing failure by any Defaulting Lender to make an Advance, the Borrower and the Administrative Agent shall use their reasonable best efforts to arrange for one or more other Persons (in this Section 3.2(4), the “ assuming Lender ”) reasonably satisfactory to the Borrower and the Administrative Agent to assume all or a portion of the relevant Commitments and acquire the outstanding Accommodations and other rights and interests of the Defaulting Lender hereunder. The assuming Lender and Defaulting Lender shall execute all such documents as may be reasonably required by the Administrative Agent and the Borrower to effect such assumption and acquisition.

3.3 Interest on Loans.

The Borrower shall pay interest on the unpaid principal amount of each Loan (other than Bankers’ Acceptances) at the following rates per annum:

(1) Canadian Prime Rate Loans .  If and so long as such Loan is a Canadian Prime Rate Loan, at a rate per annum equal at all times to the sum of the Canadian Prime Rate in effect from time to time plus the Applicable Margin, calculated daily and payable in Canadian Dollars in arrears:

(2) CDOR Rate Loans. If and so long as such Loan is a CDOR Rate Loan, at a rate per annum equal at all times during each Interest Period for such CDOR Rate Loan to the sum of the CDOR Rate for such Interest Period plus the Applicable Margin, calculated daily and payable in Canadian Dollars:

(3) ABR Loans .  If and so long as such Loan is an ABR Loan, at a rate per annum equal at all times to the sum of the ABR in effect from time to time plus the Applicable Margin, calculated daily and payable in US Dollars in arrears:

(4) US LIBOR Loans .  If and so long as such Loan is a US LIBOR Loan, at a rate per annum equal at all times during each Interest Period for such US LIBOR Loan to the sum of Adjusted LIBOR for such Interest Period plus the Applicable Margin, calculated daily and payable in US Dollars:

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Article 4

BANKERS’ ACCEPTANCES

4.1 Acceptances.

(1) Commitment. The Operating Lender agrees, up to the amount of the Operating Facility Commitment, on the terms and conditions herein set forth, to create and purchase Bankers’ Acceptances under the Operating Facility.

(2) Amounts . Each Drawing shall be in a Face Amount not less than the minimum amount (or requisite multiple in excess thereof) set forth in, and the availability thereof shall be subject to, Section 2.1(4), and such Drawing shall consist of the creation of Bankers’ Acceptances, effected or arranged by the Operating Lender in accordance with Section 4.4.

4.2 Drawdown Request.

(1) Notice . Each Drawing shall be made on at least two Business Days’ prior notice, given not later than 10:00 a.m. (Pacific time) by the Borrower to the Operating Lender. Each such notice of a Drawing shall be given by way of an Accommodation Request or by telephone (confirmed promptly in writing) with the same information as would be contained in an Accommodation Request, including the requested Drawing Date and the Face Amounts of the Bankers’ Acceptances.

(2) Maturity . The Borrower shall not request in an Accommodation Request a term for Bankers’ Acceptances which would end on a date subsequent to the Operating Facility Maturity Date or that would conflict with any repayment stipulated herein.

4.3 Form of Bankers’ Acceptances.

(1) Form . Each Bankers’ Acceptance shall:

(2) Applicability of DBNA . It is the intention of the parties that, unless the Operating Lender is utilizing a non-interest bearing bill of exchange as defined in the Bills of Exchange Act (Canada), each Bankers’ Acceptance accepted by the Operating Lender under this Agreement shall be issued in the form of a “depository bill” (as that term is defined in the Depository Bills and Notes Act (Canada) (the “ DBNA ”)), be deposited with CDS Clearing and Depository Services Inc. and be made payable to “CDS & Co.” The Operating Lender shall establish the following practices and procedures and establish and notify the Borrower of any additional procedures, consistent with the terms of this Agreement and the requirements of the DBNA, as are reasonably necessary to accomplish this intention:

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(3) Grace . The Borrower hereby waives presentment for payment and any other defence to payment of any amounts due in respect of any Bankers’ Acceptance, and hereby renounces, and shall not claim, any days of grace for the payment of any Bankers’ Acceptance.

4.4 Completion of Bankers’ Acceptance.

Upon receipt of the notice from the Borrower pursuant to Section 4.2(1), the Operating Lender is thereupon authorized to execute Bankers’ Acceptances as the duly authorized attorney of the Borrower pursuant to Section 4.8, in accordance with the particulars provided by the Borrower.

4.5 Proceeds.

In the case of a Drawing, the Operating Lender shall, for same day value on the Drawing Date specified by the Borrower in the applicable Drawing Notice, credit the Payment Account with the applicable Discount Proceeds of the Bankers’ Acceptances purchased by the Operating Lender for the account of the Borrower.

4.6 Stamping Fee.

The Borrower shall pay to the Operating Lender a stamping fee in Canadian dollars. Such stamping fee shall be payable by the Borrower in advance, on the Drawing Date, and shall be calculated on the Face Amount of such Bankers’ Acceptances on the basis of the number of days in the term of such Bankers’ Acceptances (including the Drawing Date but excluding the maturity date) at a rate per annum equal to the applicable percentage set forth in the definition of Applicable Margin. The parties acknowledge that, inasmuch as the Discount Proceeds are net of the stamping fee, the Borrower shall be deemed to have paid the stamping fee to the Operating Lender upon the Operating Lender paying the applicable Discount Proceeds pursuant to Section 4.5.

4.7 Payment at Maturity.

The Borrower shall pay to the Operating Lender, and there shall become due and payable, on the maturity date for each Bankers’ Acceptance an amount in immediately available funds equal to the Face Amount of the Bankers’ Acceptance. The Borrower shall make each payment hereunder in respect of Bankers’ Acceptances by deposit of the required funds to the applicable Payment Account. Such payment to the Operating Lender shall satisfy the Borrower’s obligations under a Bankers’ Acceptance to which it relates and the Operating Lender shall thereafter be solely responsible for the payment of such Bankers’ Acceptance.

Unless the Borrower notifies the Administrative Agent prior to 10:00 a.m. (Pacific time) two Business Days’ immediately prior to the maturity date of a Bankers’ Acceptance that the Borrower intends to pay to the Operating Lender the Face Amount thereof with funds other than the proceeds of Advances, (i) the Borrower shall be deemed to have given an Accommodation Request to the Operating Lender under the Operating Facility requesting the Operating Lender to make a Canadian Prime Rate Advance on such maturity date in an amount equal to such Face Amount, and (ii) the Operating Lender shall, on such maturity date, apply the deemed proceeds thereof to payment of such Face Amount.

4.8 Power of Attorney Respecting Bankers’ Acceptances.

In order to facilitate issues of Bankers’ Acceptances pursuant to this Agreement, the Borrower authorizes the Operating Lender, and for this purpose appoints the Operating Lender its lawful attorney (with full power of substitution), to complete, sign and endorse drafts issued in accordance with Section 4.4 on its behalf in handwritten or by facsimile or mechanical signature or otherwise and, once so completed,

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signed and endorsed, and following acceptance of them as Bankers’ Acceptance under this Agreement, then purchase, discount or negotiate such Bankers’ Acceptances in accordance with the provisions of this Article 4. Drafts so completed, signed, endorsed and negotiated on behalf of the Borrower by the Operating Lender shall bind the Borrower as fully and effectively as if so performed by an authorized officer of the Borrower.

The Operating Lender shall not be liable for any damage, loss or other claim arising by reason of any loss or improper use of any draft or Bankers’ Acceptances executed in blank except any such damage, loss or claim arising by reason of the gross negligence, wilful misconduct or fraud of the Operating Lender or its officers, employees, agents or representatives or arising by reason of the Operating Lender or its officers, employees, agents or representatives failing to exercise such care in the custody and safekeeping of such draft or Bankers’ Acceptances as it would exercise in the custody and safekeeping of similar property owned by it.

4.9 Prepayments.

Except as required by Section 2.2(3), 2.2(4) or 4.10, no payment of the Face Amount of a Bankers’ Acceptance shall be made by the Borrower to the Operating Lender prior to the maturity date thereof. Any such required payment made before the applicable maturity date shall be held in an interest bearing account by the Operating Lender as cash collateral security to provide for or to secure payment of the Face Amount of such outstanding Bankers’ Acceptance upon maturity, and the Borrower hereby irrevocably authorizes and directs the Operating Lender to apply such amount on the maturity date for the relevant Drawing to the repayment of the relevant Bankers’ Acceptance. Interest on amounts held on deposit by the Operating Lender for such deposits shall be paid to the Borrower on the maturity date for the relevant Drawing; provided that, if an Event of Default has occurred, such interest shall be retained by the Operating Lender and applied to the applicable Obligations under the Operating Facility. Any such required payment made before the applicable maturity date by the Borrower to the Operating Lender shall satisfy the Borrower’s obligations under the Bankers’ Acceptance to which it relates. The Operating Lender shall thereafter be solely responsible for the payment of the Bankers’ Acceptance and shall indemnify and hold the Borrower harmless against any liabilities, costs or expenses incurred by the Borrower as a result of any failure by the Operating Lender to pay the Bankers’ Acceptance in accordance with its terms.

4.10 Prepayment Upon Acceleration.

Upon the occurrence of an Event of Default and the Obligations becoming due and payable pursuant to Section 12.2, and notwithstanding the date of maturity of any outstanding Bankers’ Acceptances, an amount equal to the Face Amount of all outstanding Bankers’ Acceptances which the Operating Lender is required to honour shall thereupon forthwith become due and payable by the Borrower to the Operating Lender.

4.11 Non-Acceptance Lenders.

The parties acknowledge that a Lender (a “ Non-Acceptance Lender ”) may not be permitted by applicable Law to, or may not by virtue of customary market practices, stamp or accept commercial drafts. A Non-Acceptance Lender shall, in lieu of accepting and purchasing Bankers’ Acceptances on a Drawing, make a BA Equivalent Loan.

The amount of each BA Equivalent Loan shall be equal to the Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ Acceptances which that Non-Acceptance Lender would otherwise be required to accept and purchase as part of such Drawing. To determine the amount of those Discount Proceeds, the hypothetical sale shall be deemed to take place at the Non-Acceptance Discount Rate for that BA Equivalent Loan.

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Any BA Equivalent Loan shall be made on the relevant Drawing Date, and shall remain outstanding for the term of the relevant Bankers’ Acceptances.

For greater certainty, concurrently with the making of a BA Equivalent Loan, a Non-Acceptance Lender shall be entitled to deduct therefrom an amount equal to the stamping fee which that Lender would otherwise be entitled to receive pursuant to Section 4.6 as part of that BA Equivalent Loan if that BA Equivalent Loan was a Bankers’ Acceptance, based on the amount of principal and interest payable on the maturity date of that BA Equivalent Loan. The parties acknowledge that, inasmuch as Discount Proceeds are net of the stamping fees, no further deduction from the BA Equivalent Loan will be necessary on account of the amount equal to such stamping fee.

On the maturity date for the Bankers’ Acceptances required by the Borrower, the Borrower shall pay to each Non-Acceptance Lender the amount of such Lender’s BA Equivalent Loan plus interest on the principal amount of that BA Equivalent Loan calculated at the applicable Non-Acceptance Discount Rate (in effect the date such BA Equivalent Loan was made) from the date of acceptance to but excluding the maturity date of that BA Equivalent Loan.

All references in this Agreement to “Bankers’ Acceptances” shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Loans made by a Non-Acceptance Lender as part of a Drawing.

Article 5

LETTERS OF CREDIT

5.1 Letters of Credit Commitment.

(1) Issuance.

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(2) Limitations on Issuance. Notwithstanding Section 5.1(1), (i) no Letter of Credit shall be issued if the Face Amount of such Letter of Credit, when added to the Face Amount of all other Letters of Credit outstanding under this Agreement at such time, would exceed the Letter of Credit Sublimit then in effect (or, with respect to any applicable Issuing Bank under the Revolving Facility, exceed such applicable Issuing Bank’s Letter of Credit Fronting Commitment); (ii) no Letter of Credit shall be issued under the Revolving Facility if the Face Amount thereof would cause the aggregate amount of the Principal Outstanding under the Revolving Facility at the time of (and giving effect to) the issuance thereof to exceed the Total Revolving Facility Commitments then in effect; (iii) no Letter of Credit shall be issued under the Operating Facility if the Face Amount thereof would cause the aggregate amount of the Principal Outstanding under the Operating Facility at the time of (and giving effect to) the issuance thereof to exceed the Operating Facility Commitment then in effect; (iv) Letters of Credit shall be denominated in Canadian Dollars, US Dollars or any other currency requested by the Borrower and agreed to by the applicable Issuing Bank; (v) no Letter of Credit shall be issued if it would be illegal under any applicable Law for the beneficiary of the Letter of Credit to have such Letter of Credit issued in its favor; and (vi) no Letter of Credit shall be issued by an Issuing Bank after it has received a written notice from the Administrative Agent or the Borrower stating that a Default or Event of Default has occurred and is continuing until such time as such applicable Issuing Bank shall have received a written notice of (x) rescission of such notice from the Administrative Agent or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 14.2.

(3) Types of Issuance. Letters of Credit shall be issued under the Revolving Facility by the applicable Issuing Bank on behalf of the Revolving Lenders on a “fronting” basis as contemplated by Section 5.2. Letters of Credit shall be issued under the Operating Facility by the Operating Lender on its own behalf.

(4) Fronting Fee . The Borrower shall pay a fronting fee in respect of Revolving Letters of Credit as provided in Section 5.7(2).

5.2 Revolving Letters of Credit.

In the event that a Revolving Letter of Credit shall be issued on behalf of the Revolving Lenders by an Issuing Bank:

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5.3 Notice of Issuance.

(1) Notice. Each Issuance shall be made on at least three Business Days’ prior notice (or such shorter period as may be agreed to by the applicable Issuing Bank in its sole discretion), given in the form of the Issuing Bank’s customary letter of credit application (an “ Issue Notice ”) not later than 10:00 a.m. (Pacific time) by the Borrower to the Issuing Bank (with a copy of each such Notice to the Administrative Agent if such Issue Notice is being given under the Revolving Facility). Such Issue Notice shall be accompanied by any documents and information pertaining to such request as the Issuing Bank may reasonably request, including documentary and other evidence of the proposed beneficiary’s identity to enable the Issuing Bank to verify the beneficiary’s identity or to comply with Section 326 of the PATRIOT Act and any other applicable Law. In addition, the Borrower shall execute and deliver the Issuing Bank’s customary form of letter of credit indemnity agreement; provided that, if and to the extent that there is any inconsistency between the terms of this Agreement and the terms of such customary form of indemnity agreement, the terms of this Agreement shall prevail.

(2) Maturity. Each Letter of Credit shall have an expiration date on a Business Day which occurs no later than the earlier of (a) 365 days after the Issue Date (or such later date to which the applicable Issuing Bank agrees) and (b) five Business Days prior to the Revolving Facility Maturity Date or the Operating Facility Maturity Date (as applicable); provided that (i) an automatic extension of the expiry date of any Letter of Credit pursuant to the terms and conditions of such Letter of Credit or (ii) a reinstatement of any Letter of Credit containing customary “evergreen” renewal provisions following reimbursement or deemed reimbursement (by a Revolving Facility Loan, Operating Facility Loan or otherwise) of any drawing under a Letter of Credit shall be permitted on customary terms.

5.4 Form of Letter of Credit.

Each Letter of Credit shall:

Except to the extent otherwise expressly provided herein or in another Credit Facility Document, the Uniform Customs or, as the case may be, ISP98 shall apply to and govern each Letter of Credit.

5.5 Procedure for Issuance of Letters of Credit.

(1) Issue . On the Issue Date, the applicable Issuing Bank will complete and issue a Letter of Credit in favour of the Beneficiary as specified by the Borrower in its Issue Notice.

(2) Time for Honour . No Letter of Credit shall require payment against a conforming draft to be made thereunder on the same Business Day upon which such draft is presented, if such presentation is made after 11:00 a.m. (local time at the place of presentation) on such Business Day.

(3) Text . Prior to an Issue Date, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the Beneficiary prior to payment under the Letter of Credit. The applicable Issuing Bank may require changes in any such documents or certificate.

(4) Conformity. In determining whether to pay under a Letter of Credit, the applicable Issuing Bank shall be responsible only to determine that the documents and certificates required to be delivered under such Letter of Credit have been delivered and that they comply on their face with the requirements of such Letter of Credit.

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5.6 Payment of Amounts Drawn Under Letters of Credit.

(1) Obligation to Reimburse . In the event of any request for a drawing under any Letter of Credit, the applicable Issuing Bank may notify the Borrower (with a copy of the notice to the Administrative Agent if such Letter of Credit is a Revolving Letter of Credit) on or before the date on which it intends to honour such drawing. The Borrower (whether or not such notice is given) shall reimburse the applicable Issuing Bank on demand by such Issuing Bank in Canadian Dollars, US Dollars or such other currency, as the case may be, of an amount, in immediately available funds, equal to the amount of such drawing together with interest on such amount from and including the date of honouring such drawing until payment is made as if it were an Advance of the nature set forth in Section 5.6(2) below.

(2) Deemed Advance . Unless the Borrower reimburses the applicable Issuing Bank for the amount of such drawing prior to 10:00 a.m. (Pacific time) on the fifth Business Day after such drawing (with concurrent advice to the Administrative Agent):

(3) Application of Reimbursement . Any reimbursement payment (including interest) made to the applicable Issuing Bank by the Borrower shall be for the account of such Issuing Bank.

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5.7 Fees.

(1) Issue Fee . The Borrower shall pay to the Administrative Agent (for the account of the Revolving Lenders, pro rata on the basis of their respective Rateable Portions) in respect of each Revolving Letter of Credit outstanding during any portion of a Financial Quarter, and to the Operating Lender for its own account in respect of each Operating Letter of Credit outstanding during any portion of a Financial Quarter, an issue fee equal to the applicable rate per annum set forth in the definition of Applicable Margin multiplied by an amount equal to the daily undrawn portion of the Face Amount of such Letter of Credit. Such issue fee shall be payable by the Borrower in the currency of issue in arrears; provided that the Borrower shall pay the Equivalent Amount in US Dollars of any fees payable in respect of Letters of Credit issued in a currency other than Canadian Dollars or US Dollars and shall pay the Equivalent Amount in US Dollars of any fees payable in respect of Revolving Letters of Credit issued in a currency other than US Dollars. Each such payment shall be made within three Business Days after the date that is the earlier to occur of:

and shall be determined for a period equal to the number of days that the Letter of Credit was outstanding during such Financial Quarter.

(2) Fronting Fee . The Borrower shall pay to the applicable Issuing Bank, in respect of each Revolving Letter of Credit outstanding during any portion of a Financial Quarter in which there is more than one Revolving Lender, a fronting fee calculated at such rate as shall from time to time be agreed on an annual basis by the Borrower and such Issuing Bank (in each case in their sole discretion), and set forth in such agreement or other document as shall be so agreed. Such fronting fee shall be payable by the Borrower in the currency of issue in arrears; provided that the Borrower shall pay the Equivalent Amount in US Dollars of any fees payable in respect of Letters of Credit issued in a currency other than US Dollars. Each such payment shall be made within three Business Days after the date that is the earlier to occur of:

and shall be determined for a period equal to the number of days that the Letter of Credit was outstanding during such Financial Quarter.

(3) Administration Fee . The Borrower shall pay to the applicable Issuing Bank, upon the issuance, amendment or transfer of each Letter of Credit, such Issuing Bank’s standard documentary and administrative charges for issuing, amending or transferring standby or commercial letters of credit or letters of guarantee of a similar amount, term and risk.

5.8 Obligations Absolute.

The obligation of the Borrower to reimburse an Issuing Bank for drawings made under any Letter of Credit issued by such Issuing Bank shall be unconditional and irrevocable and shall be fulfilled strictly in accordance with the terms of this Agreement under all circumstances, including:

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5.9 Nature of Lenders’ Duties.

As between (i) the Borrower, and (ii) each Issuing Bank and (if applicable) each Revolving Lender, the Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued hereunder, by the respective Beneficiaries of such Letters of Credit and, without limitation of the foregoing, none of (iii) the applicable Issuing Bank, or (iv) the Revolving Lenders ( provided that such Issuing Bank acts in accordance with the standards of reasonable care specified in the Uniform Customs and otherwise as may be required under ISP98, in each case as stated on its face to be applicable to the respective Letter of Credit) shall be responsible for:

None of the above shall affect, impair or prevent the vesting of any of the rights or powers of (i) any Issuing Bank, or (ii) the Revolving Lenders hereunder. No action taken or omitted by any Issuing Bank under or in connection with any Letter of Credit issued by it or the related certificates, if taken or omitted

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in good faith, shall put (iii) such Issuing Bank, or (iv) the Revolving Lenders, under any resulting liability to the Borrower ( provided that such Issuing Bank acts in accordance with the standards of reasonable care specified in the Uniform Customs and otherwise as may be required under ISP98, in each case as stated on its face to be applicable to the respective Letter of Credit).

5.10 Cash Collateral upon Acceleration Date, Maturity.

(1) Upon the earlier to occur of (i) the Revolving Facility Maturity Date (or, in the case of Operating Letters of Credit, the Operating Facility Maturity Date), and (ii) the Acceleration Date, and notwithstanding the expiration date of any outstanding Letters of Credit, an amount equal to the Face Amount of all outstanding Letters of Credit under any Credit Facility, and all accrued and unpaid fees owing by the Borrower in respect of the issuance of Letters of Credit under such Credit Facility pursuant to Section 5.7, if any, shall thereupon forthwith become due and payable by the Borrower to the Administrative Agent and, except for any amount payable in respect of unpaid fees as aforesaid, such amount shall be held in a trust account by the Administrative Agent and applied against amounts payable under such Letters of Credit in respect of any drawing thereunder.

(2) The Borrower shall pay to the Administrative Agent the aforesaid amount in respect of both any Letter of Credit outstanding hereunder and any Letter of Credit which is the subject matter of any order, judgment, injunction or other such determination (in this Section 5.10, a “ Judicial Order ”) restricting payment by the applicable Issuing Bank under and in accordance with such Letter of Credit or extending such Issuing Bank’s liability under such Letter of Credit beyond the expiration date stated therein. Payment in respect of each such Letter of Credit shall be due in the currency in which such Letter of Credit is stated to be payable.

(3) The Administrative Agent shall with respect to each Letter of Credit in respect of which a payment has been made as aforesaid, upon the later of:

pay to the Borrower an amount equal to the difference between the amount paid to the Administrative Agent by the Borrower pursuant to this Section 5.10 and the aggregate amount paid by the applicable Issuing Bank under such Letter of Credit.

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Article 6

CLOSING CONDITIONS

6.1 Closing Conditions to Initial Availability.

The Borrower shall not be entitled to an Accommodation under any Credit Facility in accordance with this Agreement unless the conditions precedent set forth in this Section 6.1 have been satisfied, fulfilled or otherwise met on the Closing Date.

(1) Documents . The Credit Facility Documents (other than (x) each Lender’s form of application, undertaking, indemnity and agreement in respect of Letters of Credit yet to be issued, and (y) Bankers’ Acceptances yet to be issued) shall have been executed and delivered to the Administrative Agent (or, in the case of the Security, the Collateral Agent), and: (a) all documents and instruments required to create and perfect the Collateral Agent’s Security in the Collateral in respect of the Credit Facilities and the Obligations shall have been executed and delivered, including the Confirmation and (b) all registrations, filings or recordings necessary or desirable to preserve, protect or perfect the enforceability and priority of the Liens created by the Security (subject only to Permitted Liens) shall have been completed (or arrangements satisfactory to the Lenders for the foregoing shall have been made); in each case provided that, to the extent any Collateral (including the creation or perfection of any Lien) is not or cannot be provided on the Closing Date (other than the grant and perfection of Liens (x) in assets of the Borrower and wholly-owned (other than directors’ qualifying shares and other de minimis Equity Interests) Subsidiaries that are Guarantors and are organized under the laws of the United States of America or Canada with respect to which a Lien may be perfected by the filing of financing statements under the UCC or PPSA of any jurisdiction, or (y) in Equity Interests of the Borrower owned by it and of material, wholly-owned (other than directors’ qualifying shares or other de minimis Equity Interests) Subsidiaries that are Guarantors and are organized under the laws of the United States of America or Canada with respect to which a Lien may be perfected by the delivery of a stock (or equivalent) certificate) after the Borrower’s use of commercially reasonable efforts to do so, then the delivery and/or perfection of any such Collateral shall not constitute a condition precedent to the availability of the Credit Facilities and the initial Advances thereunder on the Closing Date, but shall be required to be delivered and/or perfected within 90 days (or such longer period as the Administrative Agent may reasonably agree in its discretion) after the Closing Date pursuant to arrangements to be mutually agreed between the Borrower and the Administrative Agent.

(2) DigitalGlobe Acquisition . The DigitalGlobe Acquisition shall have been consummated, or substantially simultaneously with the initial Advances under the Credit Facilities shall be consummated, in all material respects in accordance with the Merger Agreement (and no provision of the Merger Agreement shall have been waived, amended, supplemented or otherwise modified (including any consents thereunder) in a manner materially adverse to the Lenders without the consent of the Initial Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned)) (it being understood that (a) any modification, amendment, consent, waiver or determination in respect of the definition of “Company Material Adverse Effect” shall be deemed to be materially adverse to the interests of the Lenders, (b) any reduction in the Merger Consideration shall be deemed not to be materially adverse to the Lenders so long as such reduction is applied 50% to the Term Facilities (and rateably between them) and 50% to the Stock Consideration) and (c) any increase in the Merger Consideration shall be deemed to be not materially adverse to the Lenders so long as such increase is not funded with Debt.

(3) Refinancing. The Refinancing shall have been consummated, or substantially simultaneously with the initial Advances under the Credit Facilities, shall be consummated, including for certainty, (a) the termination of the DigitalGlobe Credit Agreement and the release and discharge of all security thereunder, (b) the termination of the “Intercreditor Agreement” (as defined in the Existing Credit Agreement), (c) the execution of withdrawal letters from HSBC Bank Canada and United Overseas Bank Limited, Vancouver Branch whereby these Persons withdraw as Lenders under the Existing Credit Agreement and (d) the execution of joinder supplementals or novation agreements by HSBC Bank

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Canada, HSBC Bank USA, N.A., United Overseas Bank Limited, Vancouver Branch, United Overseas Bank Ltd., Los Angeles Agency, ING Bank N.V. and ING Capital LLC with respect to the Project Condor Pro Rata Lender Joinder and TLB Sell Down Letter dated April 10, 2017 to which certain of them are a party.

(4) Solvency Certificate. The Administrative Agent shall have received a reasonably satisfactory certificate in the form attached hereto as Schedule 15 attesting to the solvency of the Borrower and its Designated Subsidiaries on the Closing Date on a consolidated basis after giving effect to the Transactions from the chief financial officer or another senior financial officer of the Borrower.

(5) Constating Documents . The Administrative Agent shall have received certified copies of the constating documents of each MDA Party and MDA Pledgor.

(6) Resolutions . The Administrative Agent shall have received certified copies of resolutions of the boards of directors, managing members and similar controlling entities of each MDA Party and MDA Pledgor authorizing the execution, delivery and performance of the Credit Facility Documents to which it is a party. The Administrative Agent shall have received certified copies of resolutions of the boards of directors of each entity whose Equity Interests constitute Collateral, confirming or approving the security interest granted by the relevant MDA Pledgor and the transfer of the said Equity Interests to the Collateral Agent or its nominee or an assignee from either thereof.

(7) Incumbency . The Administrative Agent shall have received a certificate of the secretary or an assistant secretary respectively of each MDA Party and MDA Pledgor certifying the names and the true signatures of the officers authorized to sign the Credit Facility Documents to which it is a party.

(8) Closing Certificates. The Administrative Agent (or its counsel) shall have received a certificate of each of the MDA Parties and the MDA Pledgors, dated the Closing Date, substantially in the form of Schedule 16, with appropriate insertions, executed by any two Senior Officers of each MDA Party and each MDA Pledgor, as applicable.

(9) Good Standing . The Administrative Agent shall have received a certificate of good standing or like certificate in respect of each MDA Party and MDA Pledgor issued by appropriate Official Body of its jurisdiction of organization.

(10) Searches. The Administrative Agent shall have received customary lien and judgment searches with respect to each MDA Party and each MDA Pledgor.

(11) Insurance. The Administrative Agent shall have received a customary certificate of insurance demonstrating that the Borrower and its Designated Subsidiary are in compliance with Section 9.1.

(12) Representations.

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provided that:

(13) DigitalGlobe Financial Statements . The Administrative Agent shall have received (a) audited consolidated financial statements of DigitalGlobe, in each case, for the three most recently completed Financial Years ended at least 90 days prior to the Closing Date and (b) unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of DigitalGlobe, in each case, for the most recent fiscal quarter ended at least 45 days prior to the Closing Date (or, at the option of the Borrower, any subsequent fiscal quarter ended prior to the Closing Date).

(14) Borrower Financial Statements. The Administrative Agent shall have received an unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as of the date of the most recent consolidated balance sheet delivered pursuant to Section 6.1(13) and a pro forma statement of operations and Adjusted EBITDA for the twelve-month period ending on such balance sheet date, in each case adjusted to give effect to the Transactions.

(15) Opinions . The Administrative Agent shall have received favourable opinions of counsel to the MDA Parties and MDA Pledgors, or in the case of English, Luxembourg and Quebec law, favourable opinions of counsel to the Administrative Agent.

(16) No Change . Since the date of the Merger Agreement, there shall not have occurred any fact, circumstance, effect, change, event or development that, individually or in the aggregate, has had or would reasonably be expected to have a “Company Material Adverse Effect” (as defined in the Merger Agreement).

(17) Know your Customer, etc . The Lenders shall have received no less than three business days prior to the Closing Date the documentation and other information that are reasonably requested by the Lenders no later than ten business days prior to the Closing Date under the applicable “know-your-customer” rules and regulations, including the PATRIOT Act.

(18) Fees and Expenses. All accrued costs, fees and expenses (including legal fees and expenses and the fees and expenses of any other advisors) and other compensation due and payable to the Administrative Agent, the Initial Lead Arrangers and the Lenders on the Closing Date shall have been paid, in the case of expenses, to the extent a reasonably detailed invoice has been delivered to the Borrower at least two business days prior to the Closing Date ( provided that the foregoing amounts may, at the Borrower’s option, be offset against the proceeds of the Advances under the Credit Facilities funded on the Closing Date).

(19) Accommodation Request . The Administrative Agent shall have received a Notice for each of the Accommodations which is requested to be made on the Closing Date, each such Notice to be given in compliance, in the case of a Borrowing, with the notice requirements in Section 3.2(1), in the case of a Drawing, with the notice requirements in Section 4.2(1), and in the case of an Issuance, with the notice requirements in Section 5.3(1), except to the extent that any such notice requirements are waived by the Administrative Agent.

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6.2 General Conditions for Accommodations after the Closing Date.

The Borrower shall not be entitled to any Accommodations (other than by Conversion or Rollover) after the Closing Date unless and until the conditions precedent set forth in this Section 6.2 have been satisfied, fulfilled or otherwise met, in each case in a manner and in form and substance reasonably satisfactory to the Lenders.

(1) Representations and Warranties. Subject to Section 2.15(4) in the case of any Incremental Facilities where the Certain Funds Provisions apply, all of the representations and warranties of the MDA Parties and the MDA Pledgors contained herein or in any other Credit Facility Document shall be true and correct in all material respects on and as of such date as though made on and as of such date (unless expressly stated to be made as of the Closing Date or some other specified date) and the Administrative Agent shall have received a certificate of a Senior Officer of the Borrower so certifying to the relevant Lenders; provided that any of the foregoing representations or warranties that are qualified as to “materiality”, “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to any such qualification therein).

(2) No Default . Subject to Section 2.15(4) in the case of any Incremental Facilities where the Certain Funds Provisions apply, no Default or Event of Default shall have occurred and be continuing and the Administrative Agent shall have received a certificate of a Senior Officer of the Borrower so certifying to the relevant Lenders.

(3) Accommodation Request. The Administrative Agent shall have received a Notice for the requested Accommodation, such Notice to be given in compliance with the requirements of Section 3.2(1), in the case of an Advance; Section 4.2(1), in the case of a Drawing; and Section 5.3(1), in the case of an Issuance.

6.3 Conversions and Rollovers.

If so requested by the Required Revolving Lenders, the Operating Lender or the Required Term A Lenders, as applicable, the obligation of the relevant Pro Rata Lenders to make any Accommodation by Conversion or Rollover under any of the Pro Rata Facilities shall be subject to the condition precedent that no Event of Default shall have occurred and be continuing, and a Senior Officer of the Borrower shall so certify to such Lenders in the applicable Accommodation Request.

6.4 Deemed Representation.

After the Closing Date, the giving of any Notice and the acceptance or use by the Borrower of the proceeds of any Accommodation shall be deemed to constitute a representation and warranty by the Borrower that on the date of such Notice and on the date of any Accommodation being provided and after giving effect thereto, the applicable conditions precedent set forth in Section 6.2 shall have been satisfied, fulfilled or otherwise met.

6.5 Conditions Solely for the Benefit of the Lenders.

All conditions precedent to the entitlement of the Borrower to any Accommodations hereunder are solely for the benefit of the relevant Lenders, and no other Person shall have standing to require satisfaction or fulfilment of any condition precedent or that it be otherwise met and no other Person shall be deemed to be a beneficiary of any such condition, any and all of which may be freely waived in whole or in part by such Lenders at any time such Lenders deem it advisable to do so in their sole discretion.

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6.6 No Waiver.

The making of any Accommodations without one or more of the conditions precedent set forth in this Article 6 having been satisfied, fulfilled or otherwise met shall not constitute a waiver by the relevant Lenders of any such condition, and such Lenders reserve the right to require that each such condition be satisfied, fulfilled or otherwise met prior to the making of any subsequent Accommodations.

6.7 Final Date for Initial Accommodation.

In the event that the Closing Date does not occur prior to the close of business of the Administrative Agent in Vancouver on December 8, 2017, all obligations of the Lenders hereunder shall forthwith terminate without the necessity of any notice to the Borrower or any other Person.

Article 7

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Lenders as set forth in this Article 7, acknowledges that the Lenders are relying thereon in entering into this Agreement and providing Accommodations from time to time, agrees that no investigation at any time made by or on behalf of the Lenders shall diminish in any respect whatsoever their right to rely thereon and agrees that all representations and warranties shall be valid and effective as of the date when given or deemed to have been given and to such extent shall survive the execution and delivery of this Agreement and the provision of Accommodations from time to time.

7.1 Existence.

Each MDA Party and MDA Pledgor is a corporation or other legal entity duly organized and validly subsisting and in good standing under the laws of its jurisdiction of organization and is duly qualified as a foreign or extra-provincial corporation or other legal entity, as the case may be, in the other jurisdictions set forth in Schedule 7 annexed hereto except where the failure to so qualify would not or would not reasonably be expected to have an MAE.

7.2 Corporate Authority.

Each MDA Party and MDA Pledgor has full corporate (or, in the case of non-corporate entities, similar) right, power and authority to enter into, and perform its obligations under, each Credit Facility Document to which it is or will be a party. Each MDA Party has full corporate (or, in the case of non-corporate entities, similar) power and authority to own and operate its properties and to carry on its business as now conducted or as contemplated to be conducted except as would not or would not reasonably be expected to have an MAE.

7.3 Authorization, Governmental Approvals, etc.

The execution and delivery of this Agreement and each other Credit Facility Document, and each other document hereby or thereby contemplated to which it is or will be a party (including by way of assignment) and the performance by it of its obligations hereunder and thereunder have been duly authorized by all necessary action on the part of each MDA Party and MDA Pledgor. Except as set forth in Schedule 11 annexed hereto, on the Closing Date, no Permit under any applicable Law or approval under any material contract, and (except for registration of the Security at public offices for the recording of Liens, and any steps required to be taken on enforcement of the Security) no registration, qualification, designation, declaration or filing with any Official Body having jurisdiction over any MDA Party or MDA Pledgor, is necessary for any Credit Facility Document or to perfect the same or to preserve the benefit thereof to the Lenders, except as would not or would not reasonably be expected to have an MAE.

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7.4 Enforceability.

Each MDA Party and MDA Pledgor has duly executed and delivered each Credit Facility Document to which it is a party, and each such Credit Facility Document and each other agreement and document hereby or thereby contemplated to which each MDA Party and MDA Pledgor is or will be party when executed by it will constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to such qualifications as may be set forth in the opinion of the Borrower’s counsel delivered pursuant to Section 6.1.

7.5 No Breach.

The execution and delivery by the Borrower of this Agreement, and by each MDA Party and MDA Pledgor of each other Credit Facility Document and each other document hereby or thereby contemplated to which it is or will be a party, and the performance by it of its obligations hereunder and thereunder, do not and will not:

except, in the case of paragraphs (iii) and (iv), as would not or as would not reasonably be expected to have an MAE;

7.6 Litigation.

There are no actions, suits or proceedings (whether or not purportedly on its behalf) pending or, to the knowledge of the Borrower, threatened against or affecting any MDA Party or MDA Pledgor before any Official Body which have a material likelihood of being determined adversely to it and would, if so adversely determined, reasonably be expected to have an MAE.

7.7 Subsidiaries.

As at the Closing Date and after giving effect to the DigitalGlobe Acquisition: (i) the only Subsidiaries of the Borrower are described in Schedule 7 annexed hereto, (ii) the Borrower and each Subsidiary owns legally and beneficially (directly or indirectly) the respective portions of the outstanding Equity Interests of the Persons shown as its Subsidiaries in Schedule 7 annexed hereto, and (iii) except as set forth in Schedule 7 annexed hereto, no Person (other than an MDA Party or MDA Pledgor) has any agreement, option, right or privilege, whether by Law, pre-emptive or contractual, capable of becoming an agreement or option for the purchase of securities in the capital of any Designated Subsidiary.

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7.8 Compliance.

The Borrower is not aware of any basis that any MDA Party or any MDA Pledgor may be, and neither has any MDA Party nor MDA Pledgor received notice that it is alleged to be, in breach of:

where such breach or alleged breach has or would reasonably be expected to have an MAE.

7.9 Insurance.

All insurance policies required to be maintained by each MDA Party pursuant to Section 9.1 have been obtained and are in full force and effect, and such insurance policies comply in all material respects with the applicable requirements of Article 9.

7.10 No Default.

No Default or Event of Default has occurred and is continuing.

7.11 Material Contracts.

All material contracts to which any MDA Party is a party are in full force and effect, all conditions precedent thereunder have been satisfied or waived, no MDA Party is in breach thereunder, and as at the Closing Date the Borrower is not aware of any breach thereunder by any counterparty, except for any such matter which has not had and would not reasonably be expected to have an MAE.

7.12 Permits.

All Permits (including Permits required under Environmental Law) as are required to conduct the respective businesses of the MDA Parties have been obtained or are expected to be obtained in the normal course, except where failure to obtain same has not had and would not reasonably be expected to have an MAE.

7.13 Ownership of Assets; Flood Insurance.

Each of the MDA Parties owns or has legally enforceable interests in all assets and property necessary to the operation of their respective businesses (except where failure to own or have same has not had and would not reasonably be expected to have an MAE), and each MDA Pledgor owns or has interests in all Collateral pledged by it, in each case free and clear of all Liens other than Permitted Liens. No mortgage on real estate located in the United States of America encumbers improved real estate that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 , unless flood insurance available under such Act has been obtained in accordance with Section 9.1.

7.14 Intellectual Property.

Each of the MDA Parties owns or has the legally enforceable right to use all Intellectual Property that is used in or otherwise necessary for the operation of their respective businesses as currently conducted (except where failure to own or have same has not had and would not reasonably be expected to have an MAE). To the knowledge of the Borrower, the operation of their respective businesses by each of the Borrower and the other MDA Parties does not infringe upon, misappropriate, violate or otherwise conflict with the Intellectual Property of any third party, except as would not reasonably be expected to have an MAE.

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7.15 Tax Returns.

Each MDA Party has filed all material Tax returns which are required to be filed and has paid all Taxes which have become due pursuant to such returns or pursuant to any assessment received by it, except any such Taxes (or any requirement to file Tax returns with respect thereto) which are being contested in good faith and by proper proceedings and for which adequate reserves have been maintained or to the extent that the failure to do so would not reasonably be expected to have an MAE.

7.16 Expropriation.

None of the Collateral has been the subject of a Taking by any competent Official Body that has resulted in an MAE or that would reasonably be expected to have an MAE, nor has any notice or proceeding in respect of any such Taking been given or commenced nor is the Borrower aware of any intent or proposal to give any such notice or to commence any such proceeding.

7.17 MAE.

As at the Closing Date, no event or circumstance has occurred since December 31, 2016 which had, or would reasonably be expected to have, an MAE, and thereafter, no event or circumstance has occurred since the most recent Financial Statements of the Borrower provided to the Administrative Agent pursuant to Section 10.1(8)(a) or 10.1(8)(b) which has had, or would reasonably be expected to have, an MAE.

7.18 Disclosure.

All written information and data (excluding the Projections as defined below) that have been or will be made available by the Borrower or any of its Affiliates, representatives or advisors to the Administrative Agent or any Lender in connection with the DigitalGlobe Acquisition and the Credit Facilities on or before the Closing Date (the “ Information ”), taken as a whole, is complete and correct in all material respects and does not, taken as a whole, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein not misleading in light of the circumstances under which such statements are made.

All financial projections and budgets concerning the Borrower and its Affiliates and the DigitalGlobe Acquisition (the “ Projections ”) that have been made or will be prepared by or on behalf of the Borrower or any of its Affiliates, representatives or advisors and that have been made available to the Administrative Agent or any Lender in connection with the DigitalGlobe Acquisition have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable, it being understood that actual results may vary from such Projections and that such variations may be material.

7.19 Pro Forma Financial Statements.

The pro forma Financial Statements provided to the Lenders prior to the Closing Date have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof.

7.20 Financial Condition.

The most recent Financial Statements delivered to the Administrative Agent present fairly, in material respects, the consolidated financial condition of the Borrower as at the date or dates thereof and the results of the consolidated operations thereof for the Financial Quarter or Financial Year then ending, as applicable, all in accordance with IFRS consistently applied.

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7.21 ERISA and Foreign Plans

(1) Each of the MDA Parties and their respective ERISA Affiliates is in compliance, in all material respects, with the applicable provisions of ERISA and the provisions of the Code relating to Employee Benefit Plans and the regulations and published interpretations thereunder, except for such non-compliance that would not reasonably be expected to result in an MAE. No ERISA Event has occurred after the Closing Date that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to result in an MAE. Except as could not reasonably be expected to have an MAE, the present value of all accumulated benefit obligations under all US Pension Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such US Pension Plans, in the aggregate.

(2) Except as would not reasonably be expected to have an MAE, no Foreign Plan Event has occurred or is reasonably expected to occur.

7.22 Labour Matters.

Except as, in the aggregate, would not have an MAE, there are no strikes or other labour or work stoppage or union disputes against the Borrower or any other MDA pending or, to the knowledge of the Borrower, threatened.

7.23 Investment Company Status.

No MDA Party or MDA Pledgor is an “investment company” as defined in the Investment Company Act of 1940 .

7.24 Federal Reserve Regulations.

(1) No MDA Party or MDA Pledgor is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock.

(2) No part of the proceeds of any Accommodation will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that entails a violation of, or that is inconsistent with, the provisions of Regulation T, Regulation U or Regulation X.

7.25 Anti-Corruption Laws and Sanctions.

(1) The Borrower has implemented and maintains in effect policies or codes of conduct intended to ensure compliance by its directors, officers and employees with, in each case, Anti-Corruption Laws and Sanctions applicable to such Persons.

(2) None of the Borrower, the other MDA Parties, any MDA Pledgor or, to the knowledge of the Borrower, any of their respective directors, officers and employees is a Sanctioned Person.

(3) No part of the proceeds of Borrowings under any Credit Facility will be used intentionally by the Borrower (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation in any material respect of any Anti-Corruption Laws, (B) for the purpose of funding (including payments made to) or financing any activities, investments, business or transaction of or with any Person known to the Borrower to be a Sanctioned Person, or in any country known to the Borrower to be a Sanctioned Country where such Sanctions relate to the business activities of the Borrower or its Subsidiaries, or (C) in any manner that would result in the violation in any material respect of any Sanctions applicable to the Borrower or its Subsidiaries.

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7.26 AML Legislation.

To the extent applicable, each MDA Party and MDA Pledgor is in compliance, in all material respects, with the United States Trading with the Enemy Act and each of the foreign assets control regulations of the U.S. Treasury Department (31 CFR, Subtitle B, Chapter V) and any other enabling legislation or executive order relating thereto and the USA PATRIOT Act.