Consolidated EBITDA; Consolidated. Interest Charges 2.01 Commitments and Applicable Percentages 5.03 Approvals and Consents 5.06 Litigation 5.08 Subsidiaries and Other Equity Investments 5.09 Ownership of Holdings 5.12 Existing Mortgages; Real Property 5.13 Environmental Matters 5.15 Insurance 5.16 Transactions with Affiliates 5.23 Labor Matters 7.01 Existing Liens 11.02 Senior Administrative Agent's Office, Certain Addresses for Notices EXHIBITS FORM OF
Consolidated EBITDA; Consolidated. Interest Charges 2.01 Commitments and Applicable Percentages 5.03 Approvals and Consents 5.06 Litigation 5.08 Subsidiaries and Other Equity Investments 5.09 Ownership of Holdings 5.12 Environmental Matters 5.13 Transactions with Affiliates 5.20 Labor Matters 7.01 Existing Liens 11.02 Senior Subordinated Administrative Agent's Office, Certain Addresses for Notices EXHIBITS FORM OF A Loan Notice B Note for Senior Subordinated Loans C Assignment and Assumption D Senior Subordinated Joinder Agreement E Opinion Matters SENIOR SUBORDINATED LOAN AGREEMENT This SENIOR SUBORDINATED LOAN AGREEMENT is entered into as of November 10, 2004 (this "Agreement"), among (a) VALOR TELECOMMUNICATIONS ENTERPRISES, LLC, a Delaware limited liability company ("Enterprises"), VALOR TELECOMMUNICATIONS ENTERPRISES II, LLC, a Delaware limited liability company ("Enterprises II"), each Domestic Subsidiary (such term and the other capitalized terms used herein shall have the meanings assigned thereto in Section 1.01 of this Agreement) of Enterprises or Enterprises II identified on the signature pages of this Agreement as a "Borrower" (all such Subsidiaries, together with Enterprises, and Enterprises II, hereinafter collectively referred to as the "Borrowers", and each individually as a "Borrower"), (b) VALOR TELECOMMUNICATIONS, LLC, a Delaware limited liability company ("Holdings"), VALOR TELECOMMUNICATIONS SOUTHWEST, LLC, a Delaware limited liability company ("Southwest"), VALOR TELECOMMUNICATIONS SOUTHWEST II, LLC, a Delaware limited liability company ("Southwest II"), each other Domestic Subsidiary of Holdings identified on the signature pages of this Agreement as a "Guarantor", including each Borrower, and each other wholly owned Domestic Subsidiary of Enterprises or Enterprises II that hereafter becomes a party to this Agreement pursuant to Section 6.10 (all such Subsidiaries including each Borrower, together with Holdings, Southwest and Southwest II, hereinafter collectively referred to as the "Guarantors", and each individually as a "Guarantor"), (c) each lender from time to time party hereto (collectively, the " Senior Subordinated Lenders" and individually, a "Senior Subordinated Lender"), (d) BANK OF AMERICA, N.A., as Senior Subordinated Administrative Agent, (e) JPMORGAN CHASE BANK and WACHOVIA BANK, N.A., as Senior Subordinated Syndication Agents, (f) CIBC WORLD MARKETS CORP. and MERRILL, LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED, as Senior Subordinated Documentation Agent...
