A&R Commitment Letter, dated as of March 28, 2018 among Fortive corporation, Stevens Holding Company, Inc. and Altra Industrial Motion Corp

GOLDMAN SACHS BANK USA
200 WEST STREET
NEW YORK, NY 10282-2198

JPMORGAN CHASE BANK, N.A.

383 MADISON AVENUE

NEW YORK, NEW YORK 10179

WELLS FARGO SECURITIES, LLC

WELLS FARGO BANK, NATIONAL ASSOCIATION

550 S TRYON ST.
CHARLOTTE, NC 28202

CITIGROUP GLOBAL MARKETS

INC.

390 GREENWICH STREET

NEW YORK, NEW YORK 10013

UBS SECURITIES LLC
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019

UBS AG, STAMFORD BRANCH
600 WASHINGTON BOULEVARD
STAMFORD, CONNECTICUT 06901

HSBC SECURITIES (USA) INC.

HSBC BANK USA, NATIONAL ASSOCIATION

452 FIFTH AVENUE

NEW YORK, NEW YORK 10018

MUFG
1221 AVENUE OF THE AMERICAS, 6^TH FLOOR

NEW YORK, NY 10020-1001

BMO HARRIS BANK N.A.

115 SOUTH LASALLE STREET

CHICAGO, IL 60603

BANK OF MONTREAL

BMO CAPITAL MARKETS CORP.

3 TIMES SQUARE, 28^TH FLOOR

NEW YORK, NEW YORK 10036

CITIZENS BANK, N.A.

28 STATE STREET

BOSTON, MASSACHUSETTS 02109

ROYAL BANK OF CANADA

RBC CAPITAL MARKETS
200 VESEY STREET
NEW YORK, NY 10281

THE TORONTO–DOMINION BANK, NEW YORK BRANCH

TD SECURITIES (USA) LLC

31 WEST 52ND STREET

NEW YORK, NEW YORK 10019

TD BANK, N.A.

200 STATE STREET, 10TH FLOOR

BOSTON, MA 02109

U.S. BANK NATIONAL ASSOCIATION
214 N. TYRON STREET
CHARLOTTE, NC 28202

Fortive Corporation, a Delaware corporation (the “Spinco Parent”), will effectuate the Separation (as defined in the Separation Agreement) of the A&S Business (as defined in the Separation Agreement) from the other businesses of the Spinco Parent, including the Internal Restructuring (as defined in the Separation Agreement) and the Newco Contribution (as defined in the Separation Agreement), pursuant to the Separation and Distribution Agreement, dated as of March 7, 2018, by and among the Spinco Parent, Stevens Holding Company, Inc., a Delaware corporation and wholly owned subsidiary of the Spinco Parent (“Spinco”), and Ainge (together with all schedules, exhibits, attachments and annexes thereto, the “Separation Agreement”).

Subject to paragraph 3 below, Spinco will borrow senior unsecured increasing rate bridge loans (the “Senior Unsecured Bridge Loans”) under a new senior unsecured bridge loan facility (the “Senior Unsecured Bridge Facility”) in an aggregate principal amount of up to (i) $400,000,000, less (ii) the amount of gross cash proceeds actually received by Spinco from the issuance of one or more series of senior unsecured notes (collectively, the “Senior Unsecured Notes”) in a Rule 144A or other private placement on or prior to the Closing Date and less (iii) the principal amount of any Senior Unsecured Notes issued to the Spinco Parent and then transferred to the Debt Exchange parties in the Debt Exchange), as further described in that certain Amended and Restated Commitment Letter dated the date hereof, among Spinco, GS, UBSS, UBS, CGMI, WFS, Wells, HSI, HSBC Bank, MUFG, Bank of Montreal, BMOCM, Citizens, Royal Bank, RBCCM, TDNY and TD Securities (together with the exhibits attached thereto, the “Spinco A&R Commitment Letter”; and the “A&R Fee Letter” referred to therein, the “Spinco A&R Fee Letter”).

Pursuant to the Separation Agreement, Spinco will use the proceeds of the Senior Unsecured Notes and/or the Senior Unsecured Bridge Loans (as applicable) for the purpose of (i) making a special cash payment to the Spinco Parent in an amount not to exceed $400,000,000 (the “Spinco Special Cash Payment”) and (ii) the payment of fees, costs and expenses in connection with the Transactions.  Notwithstanding the foregoing, the Spinco Parent may reduce the size of the Spinco Special Cash Payment by consummating a debt exchange (the “Debt Exchange”) whereby up to $250,000,000 aggregate principal amount of the Senior Unsecured Notes will be issued by Spinco to the Spinco Parent and the Spinco Parent will transfer such Senior Unsecured Notes to certain persons (the “Debt Exchange Parties”) in exchange for certain debt obligations of the Spinco Parent held by the Debt Exchange Parties as principals for their own account at such time.  The Senior Unsecured Bridge Facility and the amount of the Spinco Special Cash Payment will be reduced dollar for dollar by the aggregate principal amount of the Senior Unsecured Notes issued to Spinco Parent and then transferred to the Debt Exchange Parties in the Debt Exchange upon the consummation thereof.

Pursuant to the Separation Agreement, immediately following the Newco Contribution and the payment of the Spinco Special Cash Payment (and, if applicable, the consummation of the Debt Exchange), the Spinco Parent will distribute all of the outstanding shares of Spinco to all or certain of the holders of common stock of the Spinco Parent, pursuant to the Distribution (as defined in the Separation Agreement) (the “Distribution”).

(i)  Ainge will obtain a new senior secured term loan “B” credit facility in an aggregate principal amount of up to $1,340,000,000 with the terms set forth in Exhibit B to the A&R Commitment Letter (the “Ainge Term Loan B Facility”) and (ii) the Ainge Co-Borrowers will establish a senior secured revolving credit facility in an aggregate principal amount of up to $300,000,000 with the terms set forth in Exhibit B to the A&R Commitment Letter (the “Revolving Credit Facility” and, together with the Ainge Term Loan B Facility, the “Ainge Facilities”). The Ainge Facilities and the Senior Unsecured Bridge Facility are collectively referred to as the “Facilities”.

Ainge will use the proceeds of the Ainge Term Loan B Facility, together with cash on hand at Ainge or its subsidiaries (if necessary), (i) to consummate the Direct Sales (as defined in the Acquisition Agreement (as defined below)), (ii) to repay in full all outstanding indebtedness for borrowed money under that certain Second Amended and Restated Credit Agreement, dated as of October 22, 2015, among Ainge and certain of its subsidiaries, as borrowers, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, amended and restated, supplemented or otherwise modified through the date hereof, the “Existing Ainge Credit Agreement”) and (iii) to pay the fees, costs and expenses referred to below (and each of the foregoing will be consummated on the Closing Date).

Pursuant to the Agreement and Plan of Merger and Reorganization, dated as of March 7, 2018, among Ainge, McHale Acquisition Corp., a Delaware corporation and direct wholly-owned subsidiary of Ainge (“Merger Sub”), the Spinco Parent and Spinco (together with all schedules, exhibits and annexes thereto, the “Acquisition Agreement”), the acquisition (the “Acquisition”) by Ainge of 100% of the equity interests of Spinco (together with its subsidiaries, the “Acquired Business”) will occur through the merger (the “Merger”) of Merger Sub with and into Spinco, with Spinco surviving.

Ainge, Spinco and/or their respective affiliates will pay their respective fees, costs and expenses incurred in connection with the foregoing transactions.

Borrowers:

(x) With respect to the Ainge Term Loan B Facility (as defined below), Altra Industrial Motion Corp. (“Ainge”) and (y) with respect to the Revolving Credit Facility, Ainge, and, at Ainge’s option, Altra Industrial Motion Netherlands B.V., a private limited liability company incorporated under the laws of the Netherlands and an indirect subsidiary of Ainge (the “Ainge Dutch Borrower”) and certain other wholly-owned direct and indirect subsidiaries of Ainge to be agreed (Ainge and any such other borrower, each individually, an “Ainge Co-Borrower” and collectively, the “Ainge Co-Borrowers”).

Administrative Agent and Collateral Agent:

JPMCB will act as sole administrative agent and collateral agent (in such capacities, the “Agent”)  for a syndicate of banks, financial institutions, investors and other lenders (together with the Initial Lenders, the “Lenders”), and will perform the duties customarily associated with such roles.

Arrangers:

GS, JPMCB and WFS will act as joint bookrunners and joint lead arrangers for the Ainge Facilities (as defined below), and will perform the duties customarily associated with such roles.

Co-Managers:

Citi, UBSS, HSI, MUFG, BMOCM, Citizens, RBCCM, TD Securities and US Bank will act as co-managers for the Ainge Facilities (as defined below), and will perform the duties customarily associated with such roles.

Ainge Facilities:

(A) A seven-year senior secured term loan B facility in an aggregate principal amount of up to $1,340,000,000 (the “Ainge Term Loan B Facility”).

(B) A senior secured revolving credit facility in an aggregate principal amount of up to $300,000,000 (the “Revolving Credit Facility” and together with the Ainge Term Loan B Facility, the “Ainge Facilities”), of which up to an aggregate amount to be agreed upon will be available through a subfacility in the form of standby letters of credit. The Revolving Credit Facility shall be funded in U.S. dollars, Euros, pounds sterling or other currencies to be agreed.

In connection with the Revolving Credit Facility, the Agent (in such capacity, the “Swingline Lender”) will make available to domestic Ainge Co-Borrowers a swingline facility under which such Ainge Co-Borrowers may make short-term borrowings in U.S. dollars (on same day notice) of up to an amount to be mutually agreed. Except for purposes of calculating the commitment fee described below, any such swingline borrowings will reduce availability under the Revolving Credit Facility on a dollar-for-dollar basis.

Each lender under the Revolving Credit Facility shall, promptly upon request by the Swingline Lender, fund to the Swingline Lender its pro rata share of any swingline borrowings.

The Operative Documents will contain customary defaulting lender provisions, including reallocation provisions to be agreed with respect to swingline borrowings outstanding or to be made when a lender under the Revolving Credit Facility is a Defaulting Lender (to be defined in a manner to be agreed).

Purpose:

(A) The proceeds of the Ainge Term Loan B Facility will be used by Ainge on the Closing Date to consummate the Transactions, including the payment of fees, costs and expenses in connection with the Transactions.

(B) The proceeds of loans under the Revolving Credit Facility will be used by Ainge from time to time on or after the Closing Date for working capital and general corporate purposes (and not to finance the Transactions on the Closing Date, except to the extent permitted as set forth below under clause (B) under the heading “Availability”).

(C) Letters of credit will be used solely to support payment obligations incurred in the ordinary course of business by Ainge and its subsidiaries, including replacing or backstopping existing letters of credit outstanding on the Closing Date under the Existing Ainge Credit Agreement.

Letters of Credit:

Letters of credit under the Revolving Credit Facility will be issued by the Agent and any other Lender who agrees to act in such capacity and that is acceptable to Ainge and the Agent (the “Issuing Bank”). Each letter of credit shall expire not later than the earlier of (a) 12 months after its date of issuance and (b) the fifth business day prior to the final maturity of the Revolving Credit Facility; provided, however, that any letter of credit may provide for renewal thereof for additional periods of up to 12 months (which in no event shall extend beyond the date referred to in clause (b) above).

Drawings under any letter of credit shall be reimbursed by the applicable Ainge Co-Borrower no later than 12:00 noon on the business day immediately following such drawing. The issuance of all letters of credit shall be subject to the customary policies and procedures of the applicable Issuing Bank applying such policies and procedures in a manner consistent with their treatment of similarly situated borrowers. To the extent the applicable Ainge Co-Borrower does not reimburse the Issuing Bank when required, the Lenders under the Revolving Credit Facility will be irrevocably

obligated to reimburse the Issuing Bank pro rata based upon their respective Revolving Credit Facility commitments.

All letters of credit shall be denominated in U.S. dollars or such additional currencies as may be agreed by the Arrangers and the Ainge Co-Borrowers prior to the Closing Date or the relevant Issuing Bank after the Closing Date.

Letters of Credit issued under the Existing Ainge Credit Agreement and outstanding as of the Closing Date will, at Ainge’s option, be deemed to have been issued under the Revolving Credit Facility or back-stopped by a newly-issued letter of credit under the Revolving Credit Facility.

Availability:

(A) The full amount of the Ainge Term Loan B Facility must be drawn in a single drawing on the Closing Date. Amounts borrowed under the Ainge Term Loan B Facility and repaid may not be reborrowed.

(B) Up to $50,000,000 of loans under the Revolving Credit Facility may be made on the Closing Date to finance the Transactions and an additional amount of loans to be agreed may be made on the Closing Date for working capital and general corporate purposes. Thereafter, loans under the Revolving Credit Facility will be available at any time prior to the final maturity of the Revolving Credit Facility, in minimum principal amounts and upon notice to be agreed upon. Amounts repaid under the Revolving Credit Facility may be reborrowed within the foregoing limits, subject to satisfaction of applicable conditions.

Maturity and Amortization:

(A) The Ainge Term Loan B Facility will mature on the date that is seven years after the Closing Date (the “TLB Maturity Date”). The Ainge Term Loan B Facility will amortize in equal quarterly installments in an aggregate annual amount equal to 1.00% of the original principal amount of the Ainge Term Loan B Facility borrowed on the Closing Date.

All outstanding principal under the Ainge Term Loan B Facility as of the TLB Maturity Date will be due on the TLB Maturity Date.

(B) The Revolving Credit Facility will mature and the commitments thereunder will terminate on the date that is five years after the Closing Date. The Revolving Credit Facility will not amortize.

Uncommitted Incremental Facilities:

From time to time, Ainge (and, in the case of a Revolving Credit Facility Increase, the other Ainge Co-Borrowers) shall be entitled on one or more occasions to incur (x) additional term loans (the “Incremental Term Loans”) under the Ainge Term Loan B Facility (an “Incremental Term Increase”), or (y) a newly established tranche of term “B” loans (an “Incremental Term Facility”) and/or increase the commitments under the Revolving Credit Facility (any such increase, a “Revolving Credit Facility Increase”; the Incremental Term Increases, Incremental Term Facilities and Revolving Credit Facility Increases are collectively referred to herein as “Incremental Facilities”), in each case under the Operative Documents and in an aggregate principal amount not to exceed the sum of (A) a fixed amount equal to the greater of (I) 100% of Ainge’s pro forma consolidated Adjusted EBITDA (to be defined in a customary manner, but to include, without limitation, addbacks (or adjustments to consolidated net income) for (i) costs, fees and expenses incurred in connection with the Transactions and (ii) subject to a customary cap of 20% of Adjusted EBITDA, “run rate” synergies, operating expense reductions and other operating improvements and cost savings) for the last four fiscal quarter period ended prior to the Closing Date and (II) 100% of Ainge’s pro forma consolidated Adjusted EBITDA for the four fiscal quarters most recently ended for which financial statements are available at such time plus (B) such other amount, so long as on a pro forma basis after giving effect to the incurrence of any such Incremental Facility (and after giving effect to any acquisition consummated concurrently therewith and all other appropriate pro forma adjustment events and calculated as if any Incremental Facility were fully drawn on the effective date thereof), the senior secured net leverage ratio (to be defined in a manner to be reasonably agreed) is not greater than a ratio equal to Ainge’s senior secured net leverage ratio as of the Closing Date (pro forma for the Transactions); provided that:

(i) no default or event of default exists or would exist after giving effect thereto (provided that, in the case of any such Incremental Facility used to finance a permitted acquisition and to the extent the lenders participating therein agree, this clause (i) shall be tested only at the time of the execution of the acquisition agreement related to such permitted acquisition),

(ii) the representations and warranties contained in the Operative Documents shall be true and correct in all material respects (or, in all respects, if qualified by materiality) (provided that, in the case of any such Incremental Facility used to finance a permitted acquisition and to the extent the lenders participating therein agree, this clause (ii) shall be subject only to Specified Representations),

(iii) the loans under any such Incremental Facility shall benefit from the same guarantees as, and be secured on an equal and ratable basis by the same Collateral (as defined below) securing, the Ainge Facilities,

(iv) after giving effect to the incurrence of any Revolving Credit Facility Increase, Ainge shall be in compliance on a pro forma basis with each of the Financial Maintenance Covenants (as defined below), ..

(v) the loans under any such Incremental Term Increase shall be on the same terms as the Ainge Term Loan B Facility (including voluntary and mandatory prepayment provisions),

(vi) any Revolving Credit Facility Increase shall be implemented as an increase in respect of the Revolving Credit Facility and the loans and commitments under any such Revolving Credit Facility Increase shall be on the same terms applicable to the loans and commitments under the Revolving Credit Facility,

(vii) in the case of an Incremental Term Facility, the “effective yield” on the respective Incremental Term Loans (which shall be deemed to take account of interest rate benchmark floors, recurring fees and all upfront or similar fees or original issue discount (amortized over the shorter of (A) the weighted average life of such Incremental Term Loans and (B) four years) payable to all lenders providing such Incremental Term Loans, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all lenders providing such Incremental Term Loans) may exceed the then “effective yield” on the loans under the Ainge Term Loan B Facility (determined on the same basis as provided in the preceding parenthetical) if the “effective yield” on the loans under the Ainge Term Loan B Facility (determined on the same basis as provided in the second preceding parenthetical) is increased to be not less than 0.50% lower than the “effective yield” on such Incremental Term Loans (all adjustments made pursuant to this clause (vii), the “MFN Adjustment”); provided that if any Incremental Term Facility is incurred more than 12 months after the Closing Date, the MFN Adjustment shall not apply,

(viii) in the case of an Incremental Term Facility, the final stated maturity date for the Incremental Term Loans under such Incremental Term Facility may be identical to or later (but not earlier) than the final stated maturity date of the loans under the Ainge Term Loan B Facility,

(ix) in the case of an Incremental Term Facility, the weighted average life to maturity of the Incremental Term Loans under such Incremental Term Facility shall not be shorter than the weighted average life to maturity of the loans under the Ainge Term Loan B Facility,

(x) the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and

(xi) the terms of any Incremental Term Facility (except as otherwise specifically addressed in the foregoing clauses of this provision) shall otherwise be reasonably satisfactory to the Agent.

Ainge may seek commitments in respect of Incremental Term Increases, Incremental Term Facilities or Revolving Credit Facility Increases from

existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and, subject to the Agent’s consent (not to be unreasonably withheld or delayed), additional banks, financial institutions and other institutional lenders who will become Lenders in connection therewith.

Nothing contained herein or in the A&R Commitment Letter constitutes, or shall be deemed to constitute, a commitment by any person to provide any Incremental Term Increase, Incremental Term Facility or Revolving Credit Facility Increase.

Guarantees:

All obligations of Ainge and each other Ainge Co-Borrower under the Ainge Facilities (in their respective capacities as such) and under any Hedging/Cash Management Arrangements (to be defined) (other than Excluded Swap Obligations (as defined below)) will be unconditionally guaranteed on a joint and several basis and on a senior secured first lien basis (the “Ainge Guarantees”) by Ainge and each direct or indirect wholly-owned domestic subsidiary of Ainge (other than, with respect to the obligations of each Ainge Co-Borrower, such Ainge Co-Borrower) (the “Ainge Guarantors”), in each case subject to customary exceptions and limitations to be mutually agreed (including, without limitation, exceptions for (i) immaterial subsidiaries (to be defined), (ii) unrestricted subsidiaries, (iii) any subsidiary prohibited by applicable law, rule or regulation or by any contractual obligation existing on the Closing Date from providing the Ainge Guarantees or that would require governmental (including regulatory) consent, approval, license or authorization to provide such Guarantees (unless such consent, approval, license or authorization has been received), (iv) (A) any domestic subsidiary that is a direct or indirect subsidiary of any direct or indirect subsidiary of Ainge that is a controlled foreign corporation (a “CFC”) within the meaning of Section 957 of the Internal Revenue Code of 1986, as amended, (B) any subsidiary substantially all of the assets of which are equity interests in one or more subsidiaries of Ainge that are CFCs or other subsidiaries described in this clause (B) (a “FSHCO”) and (C) any subsidiary whose provision of a Guarantee would otherwise result in a material adverse tax consequence to Ainge or one of its subsidiaries, as reasonably determined by Ainge (in consultation with the Agent) and (v) any subsidiary where Ainge and the Agent reasonably agree that the cost, burden, difficulty or consequence of providing such a guarantee is excessive in relation to the value afforded thereby).  For the avoidance of doubt, no non-U.S. Ainge Co-Borrower will be liable for (or provide any guarantee with respect to) any obligation of a U.S. Ainge Co-Borrower.

From and after the effective time of the Merger, all obligations of Ainge and each other Ainge Co-Borrower under the Ainge Facilities (in their respective capacities as such) and under any Hedging/Cash Management Arrangements (other than Excluded Swap Obligations (as defined below)) will be unconditionally guaranteed on a joint and several basis and on a senior secured first lien basis (the “Guarantees”) by each direct or indirect wholly-owned domestic subsidiary of Ainge (whether owned on the Closing Date or formed or acquired thereafter), including (i) the Ainge Guarantors and (ii) Spinco and each direct or indirect wholly-owned domestic subsidiary of

Spinco (such subsidiaries of Spinco, together with Spinco, the “Spinco Guarantors” and together with the Ainge Guarantors, the “Guarantors”), in each case subject to customary exceptions and limitations to be mutually agreed (including, without limitation, exceptions for (i) immaterial subsidiaries, (ii) unrestricted subsidiaries, (iii) any subsidiary prohibited by applicable law, rule or regulation or by any contractual obligation existing on the Closing Date (or, if later, on the date such subsidiary is acquired (and in each case not established in anticipation thereof)) from providing the Guarantees or that would require governmental (including regulatory) consent, approval, license or authorization to provide such Guarantees (unless such consent, approval, license or authorization has been received), (iv) (A) any domestic subsidiary that is a direct or indirect subsidiary of any CFC, (B) any FSCHO and (C) any subsidiary whose provision of a Guarantee would otherwise result in a material adverse tax consequence to Ainge or one of its subsidiaries, as reasonably determined by Ainge (in consultation with the Agent) and (v) any subsidiary where Ainge and the Agent reasonably agree that the cost, burden, difficulty or consequence of providing such a guarantee is excessive in relation to the value afforded thereby) (the Guarantees described in this paragraph, the “Closing Date Guarantees”). Ainge and each direct or indirect wholly-owned domestic subsidiary of Ainge required to provide a Guarantee pursuant to this paragraph are collectively referred to as the “Guarantors”.

“Excluded Swap Obligations” means any obligation of any Guarantor 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 (a “Swap”), if, and to the extent that, all or a portion of the guarantee by such Guarantor of, or the grant by such Guarantor or Ainge of a security interest to secure, such Swap (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).

Security:

Prior to the effective time of the Merger, all obligations of Ainge and each other Ainge Co-Borrower under the Ainge Facilities, the Ainge Guarantees given by the Ainge Guarantors and any Hedging/Cash Management Arrangements (other than Excluded Swap Obligations) will be secured on a first-priority basis by substantially all the assets of Ainge and each Ainge Guarantor, whether owned on the Closing Date or thereafter acquired (collectively, the “Ainge Collateral”), including but not limited to: (a) a perfected first-priority pledge of all the equity interests held by Ainge or any Ainge Guarantor (which pledge, in the case of any foreign subsidiary or FSHCO, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary or FSHCO) and (b) perfected first-priority security interests in, and mortgages on, substantially all tangible and intangible assets of Ainge and each Ainge Guarantor (including but not limited to accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property, material real property (based on a fixed-dollar threshold to be agreed), cash, deposit and securities accounts, commercial tort claims, letter of credit rights, intercompany notes and proceeds of the foregoing), in each case

subject to customary exceptions to be mutually agreed (including, without limitation, (i) if Ainge and the Agent reasonably agree that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest is excessive in relation to the value of the security afforded thereby, (ii) no deposit account control agreements or security account control agreements will be required and (iii) no foreign-law governed equity pledges will be required) (the granting of security described in this paragraph, the “Closing Date Security Grant”).

From and after the effective time of the Merger, all obligations of Ainge and each other Ainge Co-Borrower under the Ainge Facilities, the Guarantees given by the Guarantors and any Hedging/Cash Management Arrangements (other than Excluded Swap Obligations) will be secured on a first-priority basis by substantially all the assets of Ainge and each Guarantor, whether owned on the Closing Date or thereafter acquired (collectively, the “Collateral”), including but not limited to: (a) a perfected first-priority pledge of all the equity interests held by Ainge or any Guarantor (which pledge, in the case of any foreign subsidiary or FSHCO, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary or FSHCO) and (b) perfected first-priority security interests in, and mortgages on, substantially all tangible and intangible assets of Ainge and each Guarantor (including but not limited to accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property, material real property, cash, deposit and securities accounts, commercial tort claims, letter of credit rights, intercompany notes and proceeds of the foregoing), in each case subject to customary exceptions to be mutually agreed (including, without limitation, (i) if Ainge and the Agent reasonably agree that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest is excessive in relation to the value of the security afforded thereby, (ii) no deposit account control agreements or security account control agreements will be required and (iii) no foreign-law governed equity pledges will be required).

All the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, reasonably satisfactory to the Agent and, in the case of real property, by customary items such as satisfactory title insurance and surveys), and none of the Collateral shall be subject to any other liens, subject to customary and limited exceptions to be mutually agreed.

Mandatory Prepayments:

Loans under the Ainge Term Loan B Facility shall be prepaid with, in each case subject to the application of prepayments provisions described in the following paragraph, (a) beginning with the first full fiscal year following the Closing Date, 50% of Ainge’s consolidated Excess Cash Flow (to be defined in a manner to be mutually agreed), with reductions to 25% and 0% based upon achievement and maintenance of a senior secured net leverage ratio 0.50x and 1.00x less than the Ainge’s senior secured net leverage ratio as of the Closing Date (pro forma for the Transactions), respectively, subject to customary exceptions to be agreed, (b) 100% of the net cash proceeds of

all asset sales and other dispositions of property by Ainge and its restricted subsidiaries (including proceeds from the sale of equity securities of any restricted subsidiary and insurance and condemnation proceeds) (subject to exceptions to be agreed upon, and, subject to the right to reinvest proceeds within 12 months, or 18 months with a binding commitment to reinvest within 12 months, after receipt of such proceeds) and (c) 100% of the net cash proceeds of issuances, offerings or placements of debt of Ainge, Spinco and their respective restricted subsidiaries, excluding debt permitted to be incurred under the Operative Documents.

The above-described mandatory prepayments shall be allocated pro rata among the outstanding loans under the Ainge Term Loan B Facility and once so allocated shall be applied to reduce the remaining scheduled installments of principal under the Ainge Term Loan B Facility.

Voluntary Prepayments/ Reductions in Commitments:

Voluntary prepayments of borrowings under the Ainge Term Loan B Facility and voluntary reductions of the unutilized portion of the Revolving Credit Facility commitments may be made at any time, on three business days’ notice in the case of a prepayment of LIBOR Loans denominated in U.S. dollars, four business days’ notice in the case of a prepayment of LIBOR Loans denominated in a foreign currency or EURIBOR Loans, or one business day’s notice in the case of a prepayment of Base Rate Loans, without premium or penalty (except as otherwise provided below) in minimum principal amounts to be agreed; provided that voluntary prepayments of LIBOR Loans and EURIBOR Loans made on a date other than the last day of an interest period applicable thereto shall be subject to customary breakage costs. Each voluntary prepayment of loans under the Ainge Term Loan B Facility shall be applied to the remaining scheduled installments of principal under the Ainge Term Loan B Facility as directed by Ainge.

Ainge shall pay a “prepayment premium” in connection with any Repricing Event (as defined below) with respect to all or any portion of the Ainge Term Loan B Facility that occurs on or before the date that is six months after the Closing Date, in an amount equal to 1.00% of the principal amount of the Ainge Term Loan B Facility subject to such Repricing Event.

The term “Repricing Event” shall mean (i) any voluntary prepayment or repayment (other than scheduled repayments) of the Ainge Term Loan B Facility (or mandatory prepayments thereof resulting from the incurrence of refinancing indebtedness or indebtedness not permitted under the Operative Documents) with the proceeds of any debt and (ii) any amendment to the Operative Documents which reduces the yield applicable to the Ainge Term Loan B Facility and, in either case where the primary purpose (as determined in good faith by the applicable Ainge Co-Borrower) of such prepayment or amendment is to reduce the all-in-yield of the Ainge Term Loan B Facility (it being understood that any prepayment premium with respect to a Repricing Event shall apply to any required assignment by a non-consenting Lender in connection with any such amendment pursuant to so-called yank-a-bank procedures), other than, in the case of each of clauses (i) and (ii), in connection with a change of control or a transformative acquisition (each

such term to be defined in a manner to be agreed).

Interest Rates:

At Ainge’s option, loans under the Ainge Facilities may be maintained from time to time as (x) “Base Rate Loans” (in the case of loans denominated in U.S. dollars only), which shall bear interest at the Base Rate (or, if greater at any time, the Base Rate Floor, if applicable) in effect from time to time plus the Applicable Margin, (y) with respect to loans denominated in a currency other than Euros,  “LIBOR Loans”, which shall bear interest at the London interbank offered rate (“LIBOR”) for the applicable currency (adjusted for statutory reserve requirements) as determined by the Agent for the respective interest period (or, if greater at any time, the LIBOR Floor, if applicable) plus the Applicable Margin or (z) with respect to loans denominated in Euros, “EURIBOR Loans”, which shall bear interest at the rate applicable to Euro deposits in the Euro interbank market (adjusted for statutory reserve requirements) as determined by the Agent for the respective interest period (or, if greater at any time, the EURIBOR Floor, if applicable) plus the Applicable Margin.

“Applicable Margin” shall mean (a) with respect to the Ainge Term Loan B Facility (x) maintained as Base Rate Loans, a percentage per annum equal to 1.75%, and (y) maintained as LIBOR Loans, a percentage per annum equal to 2.75% and (b) with respect to the Revolving Credit Facility (x) maintained as Base Rate Loans, a percentage per annum equal to 1.75%, (y) maintained as LIBOR Loans or EURIBOR Loans, a percentage per annum equal to 2.75%, in each case subject to the following sentence.

After the delivery of financial statements under the Operative Documents for the first full fiscal quarter following the Closing Date, and so long as no default or event of default has occurred and is continuing, (x) the Applicable Margin for loans under the Ainge Term Loan B Facility shall be subject to one 0.25% step-down based upon achievement and maintenance of a senior secured net leverage ratio to be mutually agreed and (y) the Applicable Margin under the Revolving Credit Facility shall be subject to two 0.25% step-downs based upon achievement and maintenance of senior secured net leverage ratios to be mutually agreed.

“Base Rate” shall mean the highest of (x) the rate that the Agent announces from time to time as its prime lending rate, as in effect from time to time, (y) 1/2 of 1% in excess of the federal funds effective rate, and (z) the London interbank offered rate for U.S. dollars for an interest period of one month (adjusted for statutory reserve requirements) plus 1.00%.

“Base Rate Floor” shall mean 1.00% per annum.

“LIBOR Floor” shall mean 0.00% per annum.

“EURIBOR Floor” shall mean 0.00% per annum.

Interest periods of 1, 2, 3 and 6 months or, to the extent agreed to by all applicable Lenders, 12 months, shall be available in the case of LIBOR

Loans and EURIBOR Loans.

Interest in respect of Base Rate Loans shall be payable quarterly in arrears on the last business day of each calendar quarter. Interest in respect of LIBOR Loans and EURIBOR Loans shall be payable in arrears at the end of the applicable interest period and every three months in the case of interest periods in excess of three months. Interest will also be payable at the time of repayment of any loans and at maturity. All interest on Base Rate Loans, LIBOR Loans and EURIBOR Loans and, if applicable, any fees shall be based on a 360-day year and actual days elapsed (or, in the case of Base Rate Loans determined by reference to the prime lending rate, a 365/366-day year and actual days elapsed).

The Operative Documents will include a LIBOR replacement provision in the event LIBOR is discontinued.

Commitment Fees:

A commitment fee of 0.375% per annum (subject to the following sentence) will be payable on the undrawn portion of the commitments in respect of the Revolving Credit Facility, payable quarterly in arrears after the Closing Date and upon the termination of the commitments thereunder, calculated from the Closing Date based on the actual number of days elapsed over a 360-day year. After the delivery of financial statements under the Operative Documents for the first full fiscal quarter following the Closing Date, and so long as no default or event of default has occurred and is continuing, the commitment fee shall be subject to a step-down to 0.25% per annum based upon achievement and maintenance of a senior secured net leverage ratio to be mutually agreed. Such commitment fees shall be distributed to the Lenders participating in the Revolving Credit Facility pro rata in accordance with the amount of each such Lender’s Revolving Credit Facility commitment.

Letter of Credit Fees:

A per annum fee equal to the Applicable Margin for LIBOR Loans under the Revolving Credit Facility will accrue on the aggregate face amount of outstanding letters of credit under the Revolving Credit Facility, payable in arrears at the end of each quarter and upon the termination of the Revolving Credit Facility, in each case for the actual number of days elapsed over a 360-day year. Such fees shall be distributed to the Lenders participating in the Revolving Credit Facility pro rata in accordance with the amount of each such Lender’s Revolving Credit Facility commitment. In addition, Ainge shall pay to the Issuing Bank, for its own account, (a) a fronting fee equal to a percentage per annum to be agreed of the aggregate face amount of outstanding letters of credit, payable in arrears at the end of each quarter and upon the termination of the Revolving Credit Facility, calculated based upon the actual number of days elapsed over a 360-day year, and (b) customary issuance and administration fees.

Default Interest:

Overdue principal, interest and other amounts shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any loan, 2.00% plus the rate otherwise applicable to such loan or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans under the Ainge Term Loan B Facility. Such

interest shall be payable on demand.

Conditions Precedent to Initial Borrowings:

The funding of the loans on the Closing Date under the Ainge Facilities shall be subject to only those conditions precedent that are Exclusive Funding Conditions.

Conditions Precedent to Borrowings after the Closing Date:

Each borrowing under the Ainge Facilities (other than the funding of the loans on the Closing Date under the Ainge Term Loan B Facility) will be subject to satisfaction of the following conditions precedent: (i) all of the representations and warranties in the Operative Documents shall be true and correct in all material respects (or in all respects, if qualified by materiality) as of the date of such borrowing, (ii) no default or event of default shall have occurred and be continuing or would result from such borrowing and (iii) delivery of a customary borrowing notice.

Documentation:

The Operative Documents with respect to the Ainge Facilities will include a single credit agreement providing for all of the Ainge Facilities and shall be negotiated in good faith and shall be consistent with the A&R Commitment Letter and the A&R Fee Letter and, except as otherwise provided herein, or in the A&R Fee Letter, consistent with that certain Credit Agreement dated as of August 16, 2016, among Leidos Holdings, Inc., Leidos, Inc., as the borrower, the lenders party thereto and Citibank, N.A., as administrative agent, and the related documentation thereto, with additions, deletions, modifications and other changes as Ainge and the Arrangers reasonably determine to be necessary or advisable, including, among other things, (i) to take into account prevailing market conditions and the relative operating scale, total assets, EBITDA, ratings, leverage profile and industry of Ainge, (ii) to give effect to the Transactions and other transactions contemplated hereby, (iii) to provide for and give effect to the Guarantees and the security over the Collateral, (iv) to reflect changes in law or accounting standards or cure mistakes or defects and (v) to reflect reasonable administrative, agency and operational requirements of the Agent, and in any event, will contain only those conditions to borrowing, prepayments, representations and warranties, covenants and events of default expressly set forth in this Exhibit B.

Notwithstanding the foregoing, all obligations of Ainge and its restricted subsidiaries that are or would have been treated as operating leases for purposes of GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions and calculations for purpose of the Operative Documents (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capitalized lease obligations in the financial statements to be delivered pursuant to the Operative Documents.

Representations and Warranties:

Limited to the following (applicable to Ainge, Spinco and their respective direct and indirect restricted subsidiaries): organization and powers; authorization and enforceability; governmental approvals and no conflicts (including no creation of liens); accuracy of financial statements; no material adverse change; ownership of properties and possession under leases;

absence of any actual or threatened actions, suits or proceedings and compliance with environmental laws and labor matters; compliance with law, agreements or instruments; compliance with anti-terrorism and money laundering laws and regulations and laws applicable to sanctioned persons, Office of Foreign Assets Protection Act (“OFAC”), the Foreign Corrupt Practices Act (“FCPA”) and other applicable anti-corruption laws and regulations; inapplicability of the Investment Company Act of 1940; Federal Reserve regulations; payment of taxes; compliance with ERISA; accuracy of confidential information memorandum and other information; subsidiaries; use of proceeds; solvency and validity and perfection and priority of security interests in the Collateral, in each case subject to customary qualifications and exceptions to be mutually agreed upon.

Affirmative Covenants:

Limited to the following (applicable to Ainge, Spinco and their respective direct and indirect restricted subsidiaries): delivery of audited annual consolidated financial statements for Ainge, unaudited quarterly consolidated financial statements for Ainge and other financial information and other information including customary MD&A; if requested by the Agent, hosting quarterly lender conference calls (which may be satisfied by hosting a quarterly earnings call for equity investors that is accessible to lenders); delivery of notices of default, litigation, material adverse change, ratings changes, ERISA events and other material matters; delivery of periodic certifications and updates regarding Guarantees and Collateral; maintenance of corporate existence and rights; payment and performance of obligations; maintenance of properties in good working order; maintenance of customary insurance; maintenance and inspection of books and properties; compliance with laws (including OFAC and FCPA); maintain policies and procedures for compliance with OFAC, FCPA, and other anti-terrorism and money laundering laws and laws applicable to sanctioned persons; and use of commercially reasonable efforts to procure a rating of each of the Ainge Facilities by Moody’s and S&P (but no specific rating) and to maintain a corporate family rating or corporate rating, as applicable, of Ainge from each of Moody’s and S&P (but no specific rating); use of proceeds and letters of credit additional subsidiaries and further assurances, in each case subject to customary qualifications and exceptions to be mutually agreed upon.

Negative Covenants:

Limited to the following (applicable to Ainge, Spinco and their respective direct and indirect restricted subsidiaries): limitations on debt and preferred stock; limitations on liens; limitations on mergers, consolidations, liquidations, dissolutions and asset sales; limitations on investments, loans, advances, guarantees and acquisitions; limitations on speculative swaps and hedging arrangements; limitations on dividends or other distributions on capital stock, redemptions and repurchases of capital stock and prepayments, redemptions and repurchases of junior lien secured and subordinated debt; limitations on transactions with affiliates; limitations on restrictions on liens and other restrictive agreements; limitations on amendments of junior debt agreements and organizational documents and limitation on changes in the fiscal year, in each case subject to customary qualifications and exceptions to be mutually agreed upon.

Without limiting the generality of the foregoing, the negative covenants will

include, without limitation, the following baskets: (i) Ainge will be permitted to declare and pay ordinary quarterly cash dividends to its stockholders in an aggregate amount for each quarter equal to the greater of (x) 5% of Adjusted EBITDA for the four fiscal quarters most recently ended for which financial statements are available and (y) $12.5 million, (ii) a customary “available amount” basket for restricted payments, investments and prepayments or repurchases of junior lien secured and subordinated debt (that will build on a rolling quarterly basis by, among other customary items, 50% of consolidated net income) the use of which will be subject to absence of a continuing default and compliance with a total net leverage ratio to be agreed, (iii) unlimited unsecured “ratio” debt subject to the absence of a continuing event of default and pro forma compliance with a total net leverage ratio set at the opening total net leverage ratio as of the Closing Date and other customary parameters to be agreed (including a cap for non-loan parties to be agreed), (iv) unlimited baskets for restricted payments, investments and prepayments or repurchases of junior lien secured and subordinated debt, in each case subject to the absence of a continuing event of default and pro forma compliance with a leverage ratio set at a customary level inside the corresponding opening leverage ratio as of the Closing Date, (v) unlimited asset sales subject to a customary fair market value, 75% cash proceeds requirement and application of proceeds in accordance with clause (b) under the heading “Mandatory Prepayments” above, (vi) debt and lien baskets for incremental equivalent debt, subject to customary parameters to be agreed (including a cap for non-loan parties to be agreed), (vii) debt under the Senior Unsecured Bridge Facility and the Senior Unsecured Notes (and permitted refinancings thereof), (viii) unlimited investments between or among Ainge and its restricted subsidiaries, (ix) Permitted Acquisitions (to be defined in a customary manner) and (x) usual and customary fixed dollar “general” baskets (with growers in certain cases) (including a general restricted payments basket of no less than $100,000,000 (with no grower)).

Financial Maintenance Covenants:

Ainge Term Loan B Facility: None.

Revolving Credit Facility: Limited to a maximum consolidated senior secured net leverage ratio covenant, to be set at a ratio level to be mutually agreed upon  based on a cushion of at least 35% to the model delivered to the Arrangers on March 6, 2018 (the “Borrower Model”), stepping down to 3.75x, or lower, by the third anniversary of the Closing Date and a minimum consolidated cash interest coverage ratio based on a cushion of at least 35% to the Borrower Model (the “Financial Maintenance Covenants”) and, in each case, with applicable financial definitions usual for facilities and transactions of this type and consistent with the other requirements herein. The Financial Maintenance Covenants will be tested as of the last day of the applicable fiscal quarter for so long as the Revolving Credit Facility remains in effect.

Unrestricted Subsidiaries:

The Operative Documents will contain provisions pursuant to which Ainge will be permitted to designate any existing or subsequently acquired or organized subsidiary as an “unrestricted subsidiary” and subsequently re-designate any such unrestricted subsidiary as a restricted subsidiary (but not further re-designate such restricted subsidiary as an unrestricted subsidiary),

in each case, on customary terms to be agreed.

Events of Default:

Limited to the following (applicable to Ainge, Spinco and their respective direct and indirect restricted subsidiaries): nonpayment of principal, interest, fees or other amounts; inaccuracy of representations and warranties; violation of covenants (provided that with respect to the Financial Maintenance Covenants, a breach shall only result in an event of default with respect to the Ainge Term Loan B Facility if the Lenders under the Revolving Credit Facility have, as a result of such breach, terminated all commitments under the Revolving Credit Facility and declared all obligations under the Revolving Credit Facility to be immediately due and payable and such declaration or termination has not been rescinded); cross default (including cross default to the Senior Unsecured Bridge Facility and the Senior Unsecured Notes) and cross acceleration; voluntary and involuntary bankruptcy or insolvency proceedings; inability to pay debts as they become due; material judgments; ERISA events; actual or asserted invalidity of security documents or Guarantees and Change in Control (to be defined), in each case with customary grace periods, qualifications and exceptions to be mutually agreed upon. In addition, it shall be an immediate event of default if (i) the Acquisition is not consummated on the Closing Date immediately following the initial funding of the Ainge Facilities, (ii) the Closing Date Guarantees are not provided immediately upon the effective time of the Merger or (iii) subject to the Limited Conditionality Provisions, the Closing Date Security Grant is not provided immediately upon the effective time of the Merger.

Voting:

Amendments and waivers of the Operative Documents will require the approval of Lenders holding more than 50% of the aggregate amount of the extensions of credit and unused commitments under the Ainge Facilities, except that (a) the consent of each Lender adversely affected thereby shall be required with respect to, among other things, (i) increases or non-pro rata reductions in commitments, (ii) reductions or forgiveness of principal, interest or fees, (iii) extensions of scheduled amortization, final maturity or reimbursement dates or postponement of any payment dates and (iv) changes that impose any additional restriction on such Lender’s ability to assign any of its rights or obligations, (b) the consent of Lenders holding more than 50% of the aggregate amount of the extensions of credit and unused commitments under any class of the Ainge Facilities shall be required with respect to any amendment or waiver that by its terms adversely affects the rights of such class in respect of payments or Collateral in a manner different than such amendment or waiver affects any other class and (c) the consent of 100% of the Lenders shall be required with respect to (i) modifications to any of the voting percentages, (ii) releases of all or substantially all the Collateral or material Guarantees (other than in connection with any sale of Collateral or the relevant Guarantor permitted by the Operative Documents) and (iii) changes to certain of the pro rata sharing provisions. The consent of the Agent or Issuing Bank shall be required with respect to amendments and waivers affecting its rights or duties. Notwithstanding the foregoing, amendments and waivers that affect directly only the Lenders under a particular facility or tranche, will require only the consent of Lenders holding more than 50% (or, with respect to any matter calling for a different approval standard under the preceding provisions of this paragraph, such different approval standard) of the aggregate commitments or loans under such facility or tranche, as applicable and no consents or approvals from lenders under any other facility or tranche shall be required.  For the

avoidance of doubt, amendments and waivers of the Financial Maintenance Covenants (and related defaults) and the conditions to borrowing under the Revolving Credit Facility shall only require the approval of Lenders holding more than 50% of the aggregate amount of the commitments under the Revolving Credit Facility.

Cost and Yield Protection:

Usual for facilities and transactions of this type, including customary tax gross-up provisions.

Assignments and Participation:

The Lenders will be permitted to assign all or a portion of their loans and commitments with the consent of (a) Ainge (unless an event of default has occurred and is continuing or such assignment is to a Lender, an affiliate of a Lender or an Approved Fund (to be defined)); provided that consent of Ainge (if required) shall be deemed to have been given if Ainge has not responded within ten business days of a request for such consent, (b) the Agent (unless such assignment is an assignment of a loan under the Ainge Term Loan B Facility to a Lender, an affiliate of a Lender or an Approved Fund) and (c) each Issuing Bank (unless such assignment is an assignment of a loan under the Ainge Term Loan B Facility), in each case which consent shall not be unreasonably withheld.

The Lenders will be permitted to sell participations in loans and commitments without restriction. Participants shall have the same benefits as the Lenders with respect to yield protection and increased cost provisions. Voting rights of participants shall be limited to matters that require the consent of all Lenders or all affected Lenders.

Pledges of loans in accordance with applicable law shall be permitted without restriction. Promissory notes shall be issued under the Ainge Facilities only upon request.

Expenses and Indemnification:

Usual for facilities and transactions of this type giving due regard to the Existing Ainge Credit Agreement.

Governing Law and Forum:

New York.

Counsel to Agent and Arrangers:

Davis Polk & Wardwell LLP.

The Internal Restructuring (as defined in the Separation Agreement), the Separation (as defined in the Separation Agreement) and the Newco Contribution (as defined in the Separation Agreement) shall have been consummated in all material respects prior to or substantially contemporaneously with the issuance of the Senior Unsecured Notes (or, if applicable, the initial funding under the Senior Unsecured Bridge Facility) in all material respects in accordance with the Separation Agreement and the Acquisition Agreement, and the Distribution, the Acquisition (and the Merger) and the Direct Sales shall be consummated prior to or substantially contemporaneously with, the initial funding under the Ainge Facilities in all material respects in accordance with the Separation Agreement and the Acquisition Agreement (in each case without any waiver, amendment, modification or supplement thereof by any person or any consent or election thereunder by any person (any one of the foregoing, a “Modification”) that, in any such case, is material and adverse to the Lenders or the Arrangers (in either case, in their capacities as such) without the prior written consent of the Arrangers (not to be unreasonably withheld, conditioned or delayed) (it being understood and agreed that (I) any Modification that results in (w) a change to the definition of the term “Newco Material Adverse Effect” or a change to, or waiver of, clause (b) of the first sentence of Section 2.5 of the Acquisition Agreement (as in effect on the date hereof), in each case shall be deemed to be materially adverse to the Lenders and the Arrangers, (x) any net increase in the aggregate amount of the Spinco Special Cash Payment (as set forth as of the date hereof on Exhibit A to the A&R Commitment Letter ) and the Direct Sales Purchase Price (as set forth and defined in the Acquisition Agreement as of the date hereof) (i) of greater than 10%, in the aggregate or (ii) funded with the proceeds of any additional indebtedness or a reduction in the pro forma cash to remain on the balance sheet after giving effect to the Transactions of Ainge, Spinco or any of their respective subsidiaries or affiliates other than a drawing under the Revolving Credit Facility as set forth under clause (B) under the heading “Availability” in Exhibit B to the A&R Commitment Letter, in each case, shall be deemed to be materially adverse to the Lenders and the Arrangers, (y) a reduction in the Direct Sales Purchase Price (as defined in the Acquisition Agreement) shall be deemed materially adverse to the Lenders and the Arrangers unless such reduction is accompanied by a dollar-for-dollar reduction in the Ainge Term Loan B Facility and (z) any reduction in the Spinco Special Cash Payment (other than as a result of the Debt Exchange) shall be deemed materially adverse to the Lenders and the Arrangers unless such reduction is accompanied by a dollar-for-dollar reduction in the Senior Unsecured Bridge Facility) and (II) a deemed waiver of Sections 6.6(a) and 7.6(a) of the Acquisition Agreement pursuant to Section 5.16(d) of the Acquisition Agreement shall be deemed to not be material and adverse to the Lenders and the Arrangers). Any Adjustment Payment (as defined in the Acquisition Agreement) or Adjustment Excess (as defined in the Acquisition Agreement) received by Ainge shall be deemed to not be material and adverse to the Lenders and the Arrangers so long as it is accompanied or preceded by a dollar-for-dollar reduction in the Ainge Term Loan B Facility. Any Ainge Share Amount Reduction (as defined in the Acquisition Agreement) shall be deemed to not be material and adverse to the Lenders and the Arrangers. The Acquisition Agreement and the Separation Agreement shall be in form and substance reasonably satisfactory to the Arrangers; provided that (x) the Acquisition Agreement

as in effect on the date of the Original Commitment Letter is satisfactory to the Arrangers and (y) the Separation Agreement as in effect on the date of the Original Commitment Letter is satisfactory to the Arrangers.

The Acquisition Agreement Representations shall be true and correct to the extent required by the Limited Conditionality Provisions, and the Specified Representations shall be true and correct in all material respects (or in all respects, if separately qualified by materiality).

Subject to the Limited Conditionality Provisions, the Arrangers shall have received customary legal opinions, customary perfection certificates, customary corporate documents and officers’ certifications; customary notices of borrowing; organizational documents; customary evidence of authorization to enter into the Operative Documents; and good standing certificates in jurisdictions of formation/organization (to the extent such a certificate exists in the applicable jurisdiction), in each case of Ainge and the Guarantors. The Agent shall have received a solvency certificate from the chief financial officer (or other comparable financial officer) of Ainge substantially in the form of Annex C-1 hereto.

After giving effect to the consummation of the Transactions, Ainge and its subsidiaries (including, without limitation, Spinco and its subsidiaries) shall have no outstanding preferred equity or material debt for borrowed money other than (a) debt under the Ainge Facilities, (b) the Senior Unsecured Notes (to the extent issued on the Closing Date) and the Senior Unsecured Bridge Loans (to the extent drawn on the Closing Date), (c) intercompany debt and intercompany preferred equity, (d) those certain mortgages of Ainge and its subsidiaries outstanding as of the date hereof, (e) ordinary course working capital facilities, (f) overdraft, letter of credit and other banking facilities of Spinco and its subsidiaries existing on the date hereof entered into in the ordinary course of business, (g) ordinary course hedging arrangements, (h) up to $2,500,000 (in the aggregate) of indebtedness incurred or guaranteed by the A&S Companies (as defined in the Acquisition Agreement), (i) any guarantees permitted to remain outstanding at such time pursuant to Section 6.3 of the Separation Agreement and (j) other limited debt for borrowed money permitted by the Arrangers.

Without limiting the foregoing, substantially contemporaneously with the initial funding under the Ainge Facilities, all indebtedness under the Existing Ainge Credit Agreement shall have been repaid and all commitments under the Existing Ainge Credit Agreement shall have been terminated.

(i) Liens on the Ainge Collateral shall have been granted to the Agent and (ii) such liens shall constitute perfected, first priority security interests, in each case subject to the Limited Conditionality Provisions and, as to lien priority under clause (ii), subject to customary exceptions included in the Specified Representations relating to lien priority.

All fees required to be paid on the Closing Date pursuant to the A&R Commitment Letter and the A&R Fee Letter and out-of-pocket expenses required to be paid on the Closing Date pursuant to the A&R Commitment Letter (to the extent invoiced at least three business days prior to the Closing Date) shall, upon the initial borrowing under the Ainge Facilities, have been paid.

Each of the Arrangers shall have received, at least three business days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, that such Arranger has requested at least 10 business days prior to the Closing Date.

The Arrangers shall have received (a) (i) audited consolidated balance sheets and related statements of income, comprehensive income, stockholder’s equity and cash flows of Ainge and its consolidated subsidiaries for the fiscal years ended December 31, 2015, December 31, 2016 and December 31, 2017 (and the Arrangers hereby acknowledge receipt of such audited financial statements as of and for the fiscal years ended December 31, 2015, 2016 and 2017) and (ii) unaudited consolidated balance sheets and related statements of income, comprehensive income and cash flows of Ainge and its consolidated subsidiaries for each fiscal quarter (other than any fourth fiscal quarter) ended after December 31, 2017 and at least 45 days prior to the Closing Date, (b) (i) the combined and consolidated balance sheets of (I) the A&S Business (as defined in the Acquisition Agreement) and (II) Spinco (before giving effect to the Internal Restructuring) as of December 31, 2016 and December 31, 2017 (except that for Spinco, only an opening balance sheet shall be required), and the combined and consolidated statements of earnings, cash flows and parent equity of (X) the A&S Business and (Y) Spinco (before giving effect to the Internal Restructuring) for the years ended December 31, 2015, December 31, 2016 and December 31, 2017, together with an audit report, on the financial statements from the independent accountants for the A&S Business and Spinco and (ii) the unaudited combined and consolidated financial statements of (x) the A&S Business and (y) Spinco (before giving effect to the Internal Restructuring) for each fiscal quarter ended after December 31, 2017 (other than any fourth fiscal quarter) and at least 40 days prior to the Closing Date, and (c) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of Ainge as of, and for the twelve-month period ending on, the last day of the most recently completed four-fiscal quarter period for which financial statements of Ainge pursuant to clause (a) above has been delivered, in each case prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statement), without any requirement to reflect therein adjustments for purchase accounting.

The Arrangers shall have received the financial statements required to be delivered pursuant to paragraph 9 above as of the Closing Date and all other financial, marketing and other information reasonably requested by the Arrangers and customarily provided by borrowers in the preparation of a confidential information memorandum suitable for the syndication of the Ainge Facilities (the “Required Information”). The Arrangers shall have been afforded a period (the “Marketing Period”) of 15 consecutive business days after receipt of the Required Information to syndicate the Ainge Facilities; provided that (i) if such 15 consecutive business day period has not ended on or prior to August 17, 2018, such period shall be deemed not to have commenced earlier than September 4, 2018; (ii) the days from November 22, 2018 through November 25, 2018 shall not be included when counting the 15 consecutive business days (and the Marketing Period need not be consecutive to the extent it would otherwise include any of those days); and (iii)  if such 15 consecutive business day period has not ended on or before December 21, 2018, such period shall be deemed not to have commenced earlier than January 2, 2019. If Ainge shall in good faith reasonably believe that it has delivered the Required Information, it may deliver to the Arrangers written notice to that effect, in which case Ainge shall be deemed to have delivered such Required Information on the date such notice is received by the Arrangers and (subject to the proviso to the preceding sentence) the Marketing Period shall be deemed to have commenced on the date such notice is received, unless the Arrangers in good faith reasonably believe that Ainge has not completed delivery of such Required Information and, within three business days after their receipt of such notice from Ainge, the Arrangers deliver a written notice to Ainge to that effect (stating with specificity what Required Information it has not delivered).

The issuance of the Senior Unsecured Notes (or, if applicable, the funding of the Senior Unsecured Bridge Facility) shall have been consummated prior to, or shall be consummated substantially contemporaneously with, the initial funding of the Ainge Facilities.

[she][he] has (i) reviewed the Credit Agreement and the other Loan Documents referred to therein and such other documents deemed relevant, (ii) reviewed the financial statements (including the pro forma financial statements) referred to in Section [●] of the Credit Agreement and (iii) made such other investigation and inquiries as to the financial condition of Ainge and its Subsidiaries as the undersigned deems necessary and prudent for the purposes of providing this Solvency Certificate. The undersigned confirms and acknowledges that the Administrative Agent and the Lenders are relying on the truth and accuracy of this Solvency Certificate in connection with the making of the commitments and loans under the Credit Agreement; and

the financial information, projections and assumptions which underlie and form the basis for the representations made in this Solvency Certificate were made in good faith and were fair and reasonable in light of the circumstances existing at the time made and continue to be fair and reasonable as of the date hereof.

the fair value of the present assets of the Company is greater than the total amount of liabilities (subordinated, contingent or otherwise) of the Company;

the present fair salable value of the assets of the Company is greater than the total amount that will be required to pay the probable liability of the Company on the sum of its debts and other liabilities (subordinated, contingent or otherwise), as they become absolute and matured;

the Company has not incurred and does not intend to incur, or believe it will incur, debts or liabilities (subordinated, contingent or otherwise) beyond the Company’s ability to pay such debts and liabilities as they become due (whether at maturity or otherwise); and

the Company does not have unreasonably small capital with which to conduct the businesses in which it is engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date.