JEFFERIES FINANCE LLC BARCLAYS 520 Madison Avenue 745 Seventh Avenue New York, New York 10022 New York, New York 10019

Very truly yours,

JEFFERIES FINANCE LLC

By:

/s/ Brian Buoye

Name:

Brian Buoye

Title:

Managing Director

BARCLAYS BANK PLC

By:

/s/ Jeremy Hazan

Name:

Jeremy Hazan

Title:

Managing Director

AMAG PHARMACEUTICALS, INC.

By:

/s/ Frank E. Thomas

Name:

Frank E. Thomas

Title:

Chief Operating Officer

I.                                        Parties

Borrower

AMAG Pharmaceuticals, Inc. (the “Borrower”).

Guarantors

Each of the direct and indirect wholly-owned subsidiaries of the Borrower (other than (i) any foreign subsidiary (defined to include any subsidiary that is a “controlled foreign corporation” within the meaning of section 957 of the United States Tax Code of 1986, as amended (a “CFC”)), (ii) any direct or indirect U.S. subsidiary of a direct or indirect foreign subsidiary of the Borrower, (iii) any U.S. subsidiary if it has no material assets other than equity interests of one or more foreign subsidiaries, (iv) immaterial subsidiaries (to be defined in a mutually acceptable manner as to individual and aggregate revenues or assets excluded), (v) captive insurance companies, (vi) not-for profit subsidiaries, (vii) special purpose entities reasonably satisfactory to the Administrative Agent, (viii) in the case of any hedging obligations, any subsidiary that is not an “Eligible Contract Participant” as defined in the Commodity Exchange Act, (ix) other subsidiaries to the extent a guarantee by any such subsidiary is not permitted by law, regulation or contract existing on the Closing Date or on the date any such subsidiary is acquired or organized (as long as, in the case of an acquisition of a subsidiary, such prohibition in respect of such contract did not arise as part of or in contemplation of such acquisition), in each case to the extent, and so long as, such law, regulation or contract prohibits such subsidiary from becoming a guarantor, (x) any subsidiary acquired pursuant to a permitted acquisition or investment that is subject to indebtedness permitted to be assumed pursuant to the Loan Documents and any subsidiary thereof that guarantees such indebtedness, in each case to the extent, and so long as, such indebtedness prohibits such subsidiary from becoming a guarantor, (xi) any subsidiary where the Administrative Agent and the Borrower agree that the cost or burden of obtaining a

guarantee by such subsidiary would be excessive in light of the practical benefit to the Lenders afforded thereby, (xii) unrestricted subsidiaries, (xiii) any Massachusetts securities corporation, if the granting of a guarantee by such corporation would result in adverse tax or other consequences to the Borrower or such subsidiary and (xiv) other exceptions to be mutually agreed upon, in each case so long as such person does not guarantee any indebtedness of the Borrower or any other Loan Party) (collectively, the “Guarantors;” the Borrower and the Guarantors, collectively, the “Credit Parties”).

Joint Lead Arrangers and Bookrunners

Jefferies Finance LLC (“Jefferies Finance”) and Barclays Bank PLC (“Barclays”; Jefferies Finance and Barclays, in such capacity, the “Joint Lead Arrangers”). The Joint Lead Arrangers will perform the duties customarily associated with such role

Administrative Agent

Jefferies Finance and/or one or more of its designees (in such capacity, the “Administrative Agent”). The Administrative Agent will perform the duties customarily associated with such role. Any such designee that is not an affiliate of Jefferies Finance will be subject to the approval of the Borrower, which approval may not be unreasonably withheld, delayed or conditioned.

Collateral Agent

Jefferies Finance and/or one or more of its designees (in such capacity, the “Collateral Agent”). The Collateral Agent will perform the duties customarily associated with such role. Any such designee that is not an affiliate of Jefferies Finance will be subject to the approval of the Borrower, which approval may not be unreasonably withheld, delayed or conditioned.

Lenders

A syndicate of banks, financial institutions and other institutions (including the Initial Lenders) other than Disqualified Persons (collectively, the “Lenders”) identified by the Joint Lead Arrangers and reasonably acceptable to the Borrower.

Closing Date

The date, on or before the date on which the Commitments are terminated in accordance with Section 15 of the Commitment Letter, on which the Acquisition is consummated and the initial funding of the Loans occurs (the “Closing Date”).

Loan Documents

The definitive documentation governing or evidencing the Senior Credit Facilities (collectively, the “Loan Documents”) (a) shall be consistent with the Commitment Letter and the Fee Letter, will contain only those conditions to borrowing, mandatory prepayments, representations, warranties, covenants and events of default referred to in this Commitment Letter (subject to modification in accordance with the “market flex” provisions of the Fee Letter) and consistent with loan documentation terms customary and usual for facilities and transactions of this type (but in no event including any conditions to borrowing not set forth in the Commitment Letter (including this Summary of Terms and Exhibits B and D hereto)), and (b) shall be negotiated in good faith by the Borrower and the Joint Lead Arrangers giving due regard to (i) the terms set forth in certain precedent loan documents to be mutually agreed by the Borrower and the Joint Lead Arrangers, (ii) the differences in the business of the borrower under such precedent documentation on one hand, and the Borrower and its subsidiaries, on the other hand, (iii) the operational and strategic requirements of the Borrower and its subsidiaries in light of their size, industries, businesses and business practices, operations, financial accounting, matters disclosed in the Acquisition Agreement and the Projections delivered to the Joint Lead Arrangers prior to the date of the Commitment Letter, (iv) certain baskets, thresholds and exceptions will be adjusted in light of the EBITDA and total assets of the Borrower and its restricted subsidiaries, and (v) the prevailing market conditions at the time of syndication of the Facilities. This paragraph and the provisions herein are referred to as the “Documentation Principles”.

II.                                   Senior Credit Facilities

Term Loan Facility

A 6-year senior secured first lien term loan facility in an aggregate principal amount equal to $350.0 million (the “Term Loan Facility”; the loans thereunder, the “Term Loans” or the “Loans”).

Final Maturity and Amortization of Term Loan Facility

The Term Loan Facility will mature on the date that is six years after the Closing Date and will amortize at an annual rate of [***]% in equal quarterly installments of [***]% of the original principal amount of the Term Loan Facility, with the balance payable on the sixth anniversary of the Closing Date.  The first installment shall be due and payable on the last day of the first full fiscal quarter following the Closing Date.

Notwithstanding any of the foregoing, the Loan Documents shall provide the right for individual Lenders under the Term Loan Facility to agree to extend the maturity date of the outstanding Term Loans (which may include, among other things, an increase in the interest rate payable with respect to such extended Term Loans, with such extension not subject to any financial test or “most favored nation” pricing provision) upon the request of the Borrower and without the consent of any other Lender pursuant to customary procedures to be agreed; it being understood that each Lender under the applicable tranche or tranches that are being extended shall have the opportunity to participate in such extension on the same terms and conditions as each other Lender in such tranche or tranches; provided, further that it is understood that no existing Lender will have any obligation to commit to any such extension.  The terms of the extended Term Loans shall be substantially similar to the Term Loans except for interest rates, fees, amortization (so long as, prior to the final stated maturity of the Term Loans, the amortization of such extended Term Loans does not exceed equal quarterly installments in an aggregate annual amount equal to [***]% of the original principal amount of the extended Term Loans), final maturity date, provisions requiring optional and mandatory prepayments to be directed first to the non-extended Term Loans prior to being applied to extended Term Loans and certain other provisions to be agreed, provided that the extended Term Loans shall not benefit from Guarantees or Collateral that do not also benefit the existing Term Loans, and further provided that other terms of the extended Term Loans may differ from the Term Loans to the extent such differences do not apply until after the final stated maturity of the Term Loans.

The Administrative Agent and Borrower shall be permitted to effect such amendments to the Loan Documents as may be necessary or appropriate to give

effect to the foregoing, including conforming amendments (which may be in the form of an amendment and restatement), without the consent of any Lender, other than the Lenders agreeing to extend such extended Term Loans.

Incremental Credit Facilities

The Borrower shall have the right to increase the size of or incur additional loans under the Term Loan Facility and/or establish revolving credit commitments under a revolving credit facility (a “Revolving Credit Facility”) (including, at the Borrower’s election and with the Administrative Agent’s approval, subfacilities for swing line loans and letters of credit) (such new commitments, (x) with respect to the Term Loan Facility, “Incremental Term Loan Commitments” and such new loans, “Incremental Term Loans” and (y) with respect to any such Revolving Credit Facility, “Incremental Revolving Commitments” and such new loans, “Incremental Revolving Credit Loans”; each of the Incremental Term Loans and Incremental Revolving Commitments may hereinafter be referred to as the “Incremental Facility”), at any time after the Closing Date, from willing existing Lenders and/or Additional Lenders (as defined below); in an aggregate principal amount not to exceed the sum of (A) $225.0 million, less the aggregate principal amount of all Incremental Equivalent Debt (as defined below) issued and/or incurred in reliance on this clause (A) plus (B) the aggregate amount of all voluntary prepayments and voluntary commitment reductions of the Senior Credit Facilities (with respect to any Revolving Credit Facility, to the extent accompanied by a permanent reduction of the revolving commitments) (other than to the extent such voluntary prepayment is funded with proceeds of indebtedness) plus (C) an unlimited additional amount at any time so long as the First Lien Net Leverage Ratio (as defined below), on a pro forma basis after giving effect to such Incremental Facility and any acquisition consummated in connection therewith, and all other appropriate pro forma adjustments under the Loan Documents ((1) assuming all Incremental Revolving Commitments incurred on such date were fully drawn and (2) without netting the cash proceeds of any borrowing under the Incremental Facility being incurred), does not exceed the First Lien Net Leverage Ratio on the Closing Date (the amount under clauses (A), (B) and (C), the “Available Incremental Amount”);

provided, that,

(i) no event of default shall have occurred and be continuing, or would immediately result after giving effect to, such Incremental Term Loan Commitments, Incremental Revolving Commitments and the proposed Incremental Term Loans and Incremental Revolving Credit Loans, as applicable (subject to customary “SunGard” limitations to the extent the proceeds of any Incremental Facility are being used to finance a permitted acquisition),

(ii) any Incremental Facility shall have a maturity date no earlier than the original maturity date of the Term Loan Facility, any Revolving Credit Facility or Incremental Revolving Commitments will not have any mandatory commitment reductions prior to the original maturity date of the Term Loan Facility, and any Incremental Term Loans and shall have a weighted average life to maturity no shorter than the weighted average life to maturity of the Term Loan Facility,

(iii) in connection with any Incremental Term Loans incurred within 18 months following the Closing Date, the initial yield (to be defined to include all applicable margin, LIBOR floor, upfront fees, original issue discount or similar yield-related discounts (equating upfront fees and original issue discount or similar yield-related discounts to interest based upon an assumed four year average life to maturity, or, if shorter, the average life to maturity of the related Incremental Term Loans), but excluding any customary underwriting, arrangement or similar fees in connection therewith that are not paid to all of the Lenders providing the Incremental Term Loans) of the Incremental Term Loans shall be no greater than [***]% per annum higher than the yield applicable to the existing Term Loan Facility (or, if such initial yield on the Incremental Term Loans exceeds the yield on the existing Term Loan Facility, then the interest rate margin for the existing Term Loan Facility shall automatically be increased to equal such initial yield on the Incremental Term Loans, less [***]%), it being agreed that any increase in yield to the existing Term Loan Facility required due to the application of an Adjusted LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any Adjusted LIBOR or Base Rate floor

applicable to the existing Term Loan Facility),

(iv) the representations and warranties of the Credit Parties set forth in the Loan Documents shall be true and correct in all material respects (without duplication of any materiality qualifiers set forth therein) immediately prior to, and immediately after giving effect to, the establishment of such Incremental Facility (although any representations and warranties which expressly relate to a given date or period shall be required to be true and correct in all material respects (without duplication of any materiality qualifiers set forth therein) as of the respective date or for the respective period, as the case may be) (subject to customary “SunGard” limitations to the extent the proceeds of any Incremental Facility are being used to finance a permitted acquisition),

(v) any Incremental Revolving Commitment will be documented solely as an establishment of the Revolving Credit Facility or increase to the commitments with respect to the Revolving Credit Facility, without any change in terms except as set forth above and except for provisions reasonably satisfactory to the Administrative Agent and customary for revolving credit facilities, including, without limitation (x) customary provisions relating to borrowing procedures and requirements, which must be satisfactory to the Borrower, the Administrative Agent and each Lender or Additional Lender providing such Incremental Revolving Credit Facility, (y) customary differences with respect to assignments and (z) customary voting and approval rights of any letter of credit issuer or swing line lender,

(vi) the Incremental Facilities will have the same guarantees as, and be secured on a pari passu basis by the same collateral securing, the Term Loan Facility; and

(vii)         except as otherwise required in clauses (i) through (vi), all other terms of such Incremental Facility, if not consistent with the terms of the existing Term Loan Facility or Revolving Facility, as applicable, will be as agreed between the Borrower and the lenders providing such Incremental Facility; provided that such Incremental Facility shall have covenants and defaults no more restrictive (excluding pricing, optional prepayment or redemption terms, call protections and premiums) than those under the Term Loan Facility (except for covenants

or other provisions applicable only to periods after the latest final maturity date of the Term Facilities existing at the time of such incurrence of Incremental Facilities), unless otherwise mutually agreed by the Borrower and the Administrative Agent.

The Borrower may seek Incremental Term Loan Commitments and Incremental Revolving Commitments from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and additional banks, financial institutions and other institutional lenders or investors who will become Lenders in connection therewith (“Additional Lenders”); provided that the Administrative Agent shall have consent rights (not to be unreasonably withheld or delayed) with respect to such Additional Lender, if such consent would be required under the heading “Assignments and Participations” for an assignment of loans or commitments, as applicable, to such Additional Lender.

Incremental Equivalent Debt:

In addition, the Borrower may, in lieu of adding Incremental Term Facilities, utilize any part of the Available Incremental Amount at any time by issuing or incurring Incremental Equivalent Debt (as defined below); provided that (i) the final maturity date of any such Incremental Equivalent Debt shall not be earlier than the ninety-first day following the latest maturity date

of the then outstanding Term Loan Facility and any outstanding Incremental Term Facility, (ii) the terms of such Incremental Equivalent Debt shall not provide for any scheduled repayment, mandatory redemption, sinking fund obligations or other payments of principal prior to the latest maturity date of the then outstanding Term Loan Facility and any outstanding Incremental Term Facility, other than customary offers to purchase upon a change of control, asset sale or casualty or condemnation event and customary acceleration rights upon an event of default, (iii) there shall be no borrowers or guarantors in respect of such Incremental Equivalent Debt that are not the Borrower or a Guarantor, (iv) any secured Incremental Equivalent Debt shall (x) be subject to an intercreditor agreement on terms reasonably acceptable to the Administrative Agent and (y) not be secured by any property or assets of, the Borrower or any restricted  subsidiary other than Collateral, and (v) the terms and conditions of such Incremental Equivalent Debt (excluding pricing, interest rate margins, fees, discounts, rate floors and optional prepayment or redemption terms) shall not (taken as a whole) be materially more favorable (as determined in good faith by the board of directors of the Borrower) to the lenders or noteholders providing such Incremental Equivalent Debt, than those applicable to the Senior Credit Facilities (except for covenants or other provisions applicable only to periods after the latest final maturity date of the Senior Credit Facilities existing at the time of such incurrence of Incremental Equivalent Debt).

“Incremental Equivalent Debt” means indebtedness, in an amount not to exceed the then Available Incremental Amount, incurred by the Borrower consisting of the issuance of first lien, junior lien or unsecured notes or junior lien or unsecured loans, in each case in respect of the issuance of notes, issued in a public offering, Rule 144A or other private placement or bridge financing in lieu of the foregoing, in each case subject to the provisions hereof applicable to Incremental Facilities and customary conditions to be agreed (except, to the extent such Incremental Equivalent Debt will be used to finance a permitted acquisition or other acquisition permitted under the Loan Documents, the condition that there be no event of default may be limited solely to payment and bankruptcy events of default); provided that (i) in determining amounts available under clause (C) of the

Available Incremental Amount, the reference to the First Lien Net Leverage Ratio test therein shall be supplanted, in the case of Incremental Equivalent Debt (A) that is secured by a lien on Collateral ranking lower than pari passu with to the lien on Collateral securing the Senior Credit Facilities, by a test that the pro forma Total Secured Net Leverage Ratio shall not be greater than the Total Secured Net Leverage Ratio on the Closing Date and, (B) that is unsecured, by a test that the pro forma Total Net Leverage Ratio shall not be greater than the Total Net Leverage Ratio on the Closing Date and (ii) Incremental Equivalent Debt shall not be subject to the requirement set forth in clause (iii) of proviso in the first paragraph under “Incremental Credit Facilities”, above.

“Total Net Leverage Ratio” means as of any date of determination, the ratio of (a) consolidated funded indebtedness of the Borrower and its restricted subsidiaries as of such date (net of up to $50.0 million of domestic unrestricted cash and cash equivalents and domestic cash and cash equivalents restricted in favor of the Collateral Agent), to (b) Consolidated Adjusted EBITDA of the Borrower and its restricted subsidiaries for the most recently ended four-fiscal quarter period for which financial statements have been delivered, calculated on a pro forma basis.  “Consolidated funded indebtedness” will include obligations for borrowed money, obligations evidenced by bonds, notes and similar instruments and capital lease and purchase money debt, and guarantees in respect of any of the foregoing, but will exclude (i) undrawn letters of credit, (ii) obligations that may be paid entirely in qualified stock at the option of the payor and (iii) the earnout obligations in respect of the 2014 Lumara Health acquisition (the “Lumara Earnout”) permitted acquisitions and investments, so long as such Lumara Earnout or earnout obligations, as the case may be, are not due and owing but unpaid.

“Consolidated Adjusted EBITDA” will be defined in accordance with the Documentation Principles and will include add backs to net income to be agreed upon (with certain customary limitations to be agreed upon), including add backs for taxes, interest expense (including hedging), commitment and similar fees, depreciation and amortization, non-cash charges, deductions, losses and expenses, extraordinary, unusual or nonrecurring losses

and expenses (determined in accordance with GAAP), proceeds of business interruption insurance, transaction fees and expenses, fees and expenses incurred in connection with license arrangements, acquisitions and other investments, whether or not consummated and without a dollar or percentage cap, restricted payments, dispositions not in the ordinary course of business and issuances of or amendments to debt or equity, in each case whether or not consummated, non-recurring or unusual costs and expenses (including integration costs, facility closure expenses, and severance costs), without a dollar or percentage cap, all gains and losses on sales of assets outside the ordinary course of business, restructuring and similar charges, severance, relocation costs, integration and new product development costs, board of directors fees and expenses, expenses, charges and losses due to the effects of purchase accounting, unrealized currency translation gains or losses, and (x) pro forma “run rate” cost savings, operating expense reductions and synergies related to the Transactions that are reasonably identifiable, factually supportable and projected by the Borrower in good faith to be reasonably expected to be realized within 18 months after the Closing Date (not to exceed 20% of Consolidated Adjusted EBITDA (before giving effect to this clause (x) or clause (y) below) when aggregated to amounts added back or adjusted pursuant to clause (y)) and (y) pro forma “run rate” cost savings, operating expense reductions and synergies related to acquisitions, dispositions and other specified transactions (including, for the avoidance of doubt, acquisitions occurring prior to the Closing Date), restructurings, cost savings initiatives and other restructuring initiatives that are reasonably identifiable and projected by the Borrower in good faith to be reasonably expected to be realized within 18 months after such acquisition, disposition or other specified transaction, restructuring, cost savings initiative or other initiative (not to exceed 20% of Consolidated EBITDA (before giving effect to this clause (y) and the foregoing clause (x)) when aggregated to amounts added back or adjusted pursuant to clause (x), and other add backs to be agreed upon. Notwithstanding the foregoing, Consolidated Adjusted EBITDA for periods prior to the Closing Date will be fixed at amounts to be agreed (subject to pro forma adjustment for subsequent transactions).

“Total Secured Net Leverage Ratio” shall be calculated in the same manner as the Total Net Leverage Ratio, excluding from the numerator of such ratio any consolidated funded indebtedness that is not secured by a lien.

Use of Proceeds

The proceeds of the Term Loans borrowed on the Closing Date, will be used to finance, in part, the Acquisition, the Refinancing of the Refinanced Debt of the Acquiror and the Acquired Business and to pay fees and expenses in connection with the foregoing.

The proceeds of any Incremental Facility will be used by the Borrower for general corporate purposes and other legal purposes of the Borrower and its restricted subsidiaries (including, without limitation, acquisitions permitted under the Loan Documents, other permitted investments, capital expenditures, refinancing of indebtedness and permitted restricted payments and distributions).

III.                              Certain Payment Provisions

Fees and Interest Rates

As set forth on Annex A-I hereto.

Optional Prepayments

Optional prepayments of borrowings under the Term Loan Facility will be permitted at any time, in minimum principal amounts to be agreed upon, without premium or penalty (subject (i) to reimbursement of the Lenders’ redeployment costs in the case of a prepayment of Adjusted LIBOR Loans other than on the last day of the relevant interest period and (ii) to payments of an amount provided below under the caption “Soft Call on Term Loans”). Voluntary prepayments of the Term Loans shall be applied to remaining scheduled amortization payments as directed by the Borrower (or, in absence of such direction, in direct order of maturity).

Mandatory Prepayments and Commitment Reductions

The following amounts will be applied to prepay the Term Loans:

·                  100% of the net cash proceeds of any incurrence of indebtedness after the Closing Date (other than indebtedness permitted under the Loan Documents) by the Borrower or any of its restricted subsidiaries (with additional exceptions to be agreed upon);

·                 within five business days after the receipt thereof, 100% of the net cash proceeds in excess of a threshold per fiscal year to be mutually and reasonably agreed of any non-ordinary course sale or other disposition of assets by the Borrower or any of its restricted subsidiaries (including (i) as a result of casualty or condemnation and (ii) any sale of the equity interests in any subsidiary of the Borrower (other than a sale by an unrestricted subsidiary), but with exceptions for sales of inventory and other ordinary course dispositions, obsolete, surplus or worn-out property, property no longer useful in the business, and the repayment of any indebtedness secured by a permitted lien on the asset subject to the prepayment event) subject to exceptions to be agreed and subject to the right to reinvest 100% of such proceeds, if such proceeds are reinvested in assets used or useful in the business (other than working capital, except for short term capital assets), permitted acquisitions or other investments, or to pay consideration under license arrangements, or committed to be reinvested within 12 months and, if so committed to be reinvested, so long as such reinvestment is actually completed within 180 days thereafter; and

·                  50% of “excess cash flow” (to be defined in a manner consistent with the Documentation Principles) for each fiscal year of the Borrower (commencing with the first full fiscal year ending after the Closing Date), with step-downs to 25% and 0% if the First Lien Net Leverage Ratio as of the last day of such fiscal year does not exceed levels to be agreed, less, in each case, the aggregate amount of voluntary prepayments (including assignments of Term Loans to the Borrower, in an amount equal to the purchase price thereof paid by the Borrower) made during the relevant fiscal year or, at the option of the Borrower (and without counting such amounts against the subsequent fiscal year’s excess cash flow prepayment), after year-end and prior to the time such excess cash flow prepayment is due, of (i) the Term Loan Facility and (ii) any Revolving Credit Facility to the extent, in the case of this clause (ii), that such prepayments are accompanied by a corresponding reduction in the commitments under the Revolving Credit Facility and, in the case of both

clauses (i) and (ii) above, other than prepayments funded with the proceeds of long-term indebtedness (which, in the case of loans prepaid at a discount to par, will be limited to the actual amount of cash paid to lenders in connection with such prepayment (as opposed to the face amount of the loans so prepaid)) and (ii) excess cash flow shall be reduced for, among other things, cash used for capital expenditures and licensing, permitted acquisitions and investments, earn-outs to the extent earned and/or paid during such fiscal year (without counting such amounts against a subsequent fiscal year), consideration paid under licensing arrangements, and restricted payments (in each case, to the extent financed with internally generated cash (to be defined in a manner consistent with the Documentation Principles)).

Prepayments from foreign restricted subsidiaries’ excess cash flow and asset sale proceeds (to the extent otherwise required) will be limited under the Loan Documents to the extent (x) the repatriation of funds to fund such prepayments is prohibited, restricted or delayed by applicable laws or (y) repatriation of funds to fund such prepayment would result in material adverse tax consequences.

All mandatory prepayments are subject to permissibility under (a) local law (e.g., financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant restricted subsidiaries) and (b) organizational document restrictions (including as a result of minority ownership). The non-application of any such mandatory prepayment amounts as a result of the foregoing provisions will not constitute a default or an event of default and such amounts shall be available for working capital purposes of the Borrower and its restricted subsidiaries. The Borrower will undertake to use commercially reasonable efforts to overcome or eliminate any such restriction and/or minimize any such costs of prepayment and/or use the other cash resources of the Borrower and its restricted subsidiaries (subject to the considerations above) to make the relevant payment. Notwithstanding the foregoing, any prepayments made after application of the above provision shall be net of any costs, expenses or taxes incurred by the Borrower and its restricted subsidiaries or any of its affiliates or

equity partners and arising as a result of compliance with the preceding sentence.

All such mandatory prepayments shall be applied without premium or penalty (except for breakage costs, if any, and premiums, if any described below) and shall be applied to unpaid installments of principal of the Term Loan Facility in direct order of maturity.

Any Lender may elect to decline all or a portion of any such mandatory prepayment of the Term Loans held by such Lender, in which case such prepayment (or portion thereof) shall be retained by the Borrower (such amount, the “Declined Amount”).

Soft Call on Term Loans

The Borrower shall pay a prepayment premium in connection with any Repricing Event (as defined below) with respect to all or any portion of the Term Loans that occurs on or before the date that is [***] after the Closing Date, in an amount not to exceed [***]% of the principal amount of the Term Loans subject to such Repricing Event (the “Prepayment Premium”). The term “Repricing Event” shall mean (i) any prepayment or repayment of Term Loans with the proceeds of, or any conversion of Term Loans into, any new or replacement tranche of term loans bearing interest at an “effective” interest rate less than the “effective” interest rate applicable to the Term Loans (as such comparative rates are determined by the Administrative Agent) and (ii) any amendment to the Term Loan Facility the primary purpose of which is to reduce the “effective” interest rate applicable to the Term Loans (in each case, with original issue discount and upfront fees, which shall be deemed to constitute like amounts of original issue discount, being equated to interest margins in a manner consistent with generally accepted financial practice based on an assumed four-year life to maturity), including any mandatory assignment in connection therewith with respect to each Lender that refuses to consent to such amendment; provided that such Prepayment Premium shall not apply if such prepayment, repayment or amendment is in connection with a “change of control” transaction or any transformative acquisition. If such prepayment is made after the date that is six months after the Closing Date, there shall be no Prepayment Premium.

IV.                               Collateral and Guarantees

Collateral

Subject to the limitations set forth below in this section and limitations on “excluded hedging obligations” to be agreed, and subject to the Certain Funds Provision, the obligations of each Credit Party in respect of the Senior Credit Facilities and any interest rate hedging obligations of the Borrower owed to a Lender, the Administrative Agent, a Joint Lead Arranger or their respective affiliates or to an entity that was a Lender, the Administrative Agent, a Joint Lead Arranger or one of their respective affiliates at the time of such transaction (“Secured Hedging Obligations”) will be secured by the following: a perfected first priority security interest (subject to permitted priority liens and other mutually agreed exceptions consistent with the Documentation Principles) in substantially all of its tangible and intangible assets, including intellectual property, real property, licenses, permits, intercompany indebtedness, all of the capital stock of each Credit Party (other than the Borrower) and 65% of the voting stock (and 100% of the non-voting stock) of each first-tier foreign subsidiary of a Credit Party (other than immaterial foreign subsidiaries) (the items described above, but excluding the Excluded Assets (as defined below), collectively, the “Collateral”), except that the Credit Parties shall not be obligated to provide a security interest or perfect the Collateral Agent’s security interests in those assets as to which the Collateral Agent reasonably determines the costs of obtaining a security interest are excessive in relation to the value of the security afforded thereby.

Notwithstanding anything to the contrary, the Collateral shall exclude the following: (i) any fee-owned real property with a value of less than $2.0 million (as reasonably determined by the Borrower) and any leasehold interests (it being understood that there shall be no requirement to obtain landlord waivers, estoppels, collateral access letters or similar third-party agreements or consents); (ii) motor vehicles, aircraft and other assets subject to certificates of title; (iii) any lease, license or other similar agreement or any property subject to a purchase money security interest or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or similar agreement or purchase money arrangement or applicable laws or create a right of termination in favor of any other party thereto (other than the Borrower or a Guarantor) after giving effect to the applicable anti-assignment

provisions of the Uniform Commercial Code and other applicable laws, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code and other applicable laws notwithstanding such prohibition; (iv) any intent to use trademark applications; (v) letter of credit rights and commercial tort claims with a value below an amount to be agreed; (vi) any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby, (vii) any controlled substances or prescription drugs to the extent the grant of a security interest therein would violate applicable laws, (viii) (A) margin stock, and (B) equity interests in any non-wholly owned subsidiaries, but only to the extent that (x) the organizational documents or other agreements with other equity holders of such non-wholly owned subsidiaries do not permit or restrict the pledge of such equity interests, or (y) the pledge of such equity interests (including any exercise of remedies) would result in a change of control, repurchase obligation or other adverse consequence to the Borrower or a subsidiary and (ix) assets in circumstances where the cost of obtaining a security interest in such assets, including, without limitation, the cost of title insurance, surveys or flood insurance (if necessary) would be excessive in light of the practical benefit to the Lenders afforded thereby as reasonably determined by the Borrower and the Administrative Agent (the foregoing described in clauses (i) through (ix) are collectively, the “Excluded Assets”).

All the above-described pledges, security interests and mortgages shall be created on terms to be set forth in the Loan Documents. Notwithstanding the foregoing, no actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction shall be required in order to create any security interests in assets located or titled outside of the U.S. or to perfect such security interests, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction).

Guarantees

The Guarantors will unconditionally, and jointly and severally, guarantee the obligations of each Credit Party in respect of the Senior Credit Facilities and the Secured

Hedging Obligations (the “Guarantees”). Such Guarantees will be in form consistent with the Documentation Principles. All Guarantees shall be guarantees of payment and performance, and not of collection.

V.                                    Other Provisions

Representations and Warranties

Consistent with the Documentation Principles and limited to the following (to be applicable to the Borrower and its restricted subsidiaries): organizational existence, status and powers; due authorization, execution, delivery and enforceability of Loan Documents; no conflicts with law, organizational documents or material agreements; financial statements and projections; no material adverse effect after the Closing Date (and no Company Material Adverse Effect on the Closing Date); ownership of properties; intellectual property; equity interests and subsidiaries; litigation and compliance with laws and governmental approvals; healthcare matters; federal reserve regulations; the Patriot Act; OFAC; FCPA; the Investment Company Act of 1940, as amended, and other laws restricting incurrence of debt; use of proceeds; taxes; accuracy of disclosure; solvency of the Borrower and its subsidiaries at closing (such representation and warranty to contain a definition of solvency consistent with the solvency certificate in the form attached as Exhibit E); labor matters; employee benefit plans and ERISA; environmental matters; insurance; security documents and creation, validity, perfection and priority of security interests in the Collateral (subject to permitted liens); status of the Senior Credit Facilities as senior debt; and anti-terrorism laws, money laundering activities and dealing with embargoed persons; subject in the case of each of the foregoing representations and warranties, to customary exceptions, qualifications and baskets, including for materiality to be agreed consistent with the Documentation Principles.

The representations and warranties will be required to be made in connection with each extension of credit under the Loan Documents (including the extension of credit on the Closing Date, subject to the Certain Funds Provision), but subject to clause (iv) under “Incremental Credit Facilities”, above, in respect of Incremental Facilities.

Conditions Precedent to Initial Borrowing

Subject to the Certain Funds Provision, the initial borrowings on the Closing Date will be subject only to the conditions precedent set forth in Section 3 of the Commitment Letter and Exhibit D to the Commitment Letter.

Conditions Precedent to all Borrowings (except on the Closing Date)

Except with respect to borrowings and other credit extensions on the Closing Date and except as otherwise provided above under “Incremental Credit Facilities”, each borrowing and each other extension of credit under the Loan Documents shall be subject only to the following conditions precedent: (i) delivery of notice of borrowing or request for issuance of letter of credit; (ii) accuracy of representations and warranties in all material respects (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) and any representations and warranties which expressly relate to a given date or period shall be required to be true and correct in all material respects (without duplication of any materiality qualifiers set forth therein) as of the respective date or for the respective period, as the case may be)); and (iii) the absence of defaults or events of default at the time of, or immediately after giving effect to the making of, such extension of credit.

Affirmative Covenants

Consistent with the Documentation Principles and limited to the following (to be applicable to the Borrower and its restricted subsidiaries): delivery of annual and, for the first three quarters of each fiscal year, quarterly financial statements (and in connection with the annual financial statements, an annual audit opinion from a nationally recognized auditor that is not subject to any qualification as to “going concern” other than with respect to any upcoming maturity date under the Senior Credit Facilities or other permitted indebtedness, or any qualification as to the scope of the audit), annual and quarterly MD&A, final accountants’ letters, annual projections within 60 days after year end, quarterly compliance certificates and other information reasonably requested by the Administrative Agent; notices of default, litigation and other events that, in each case, would result in a material adverse effect; existence; maintenance of business and properties; maintenance of insurance; payment and performance of obligations and taxes; employee benefits and ERISA; maintaining books and records; access to

properties; use of proceeds; compliance with laws; healthcare and regulatory matters; additional collateral and additional guarantors; inspection rights; further assurances; information regarding Collateral, including as to security; at the request of the Administrative Agent, holding quarterly lender conference calls (including Q&A); and using commercially reasonable efforts (including, in all events, applying to maintain each credit rating and paying all usual and customary fees and expenses to each of S&P and Moody’s with respect to each credit rating) to maintain ratings (subject to an exclusion to be mutually agreed for non-performance by Moody’s or S&P, as the case may be), in each case, without regard to the level of such ratings; subject, in the case of each of the foregoing covenants, to customary exceptions, qualifications and baskets to be agreed consistent with the Documentation Principles.

If such financial statements of the Borrower described in the paragraph above are filed with the Securities and Exchange Commission on EDGAR or in such other manner as make them publicly available, the obligation to deliver such information shall be satisfied by such public filings and notice thereof to the Administrative Agent.

Notwithstanding anything to the contrary, there will be no minimum hedging requirement for interest rate or foreign exchange hedging.

Negative Covenants

Consistent with the Documentation Principles and limited to the following (to be applicable to the Borrower and its restricted subsidiaries): indebtedness (including mandatorily redeemable equity interests, guarantees and other contingent obligations), but permitting (i) unlimited pari passu indebtedness, junior secured indebtedness and unsecured indebtedness, so long as the First Lien Net Leverage Ratio, Senior Secured Net Leverage Ratio, or Total Net Leverage Ratio, respectively, does not exceed the respective ratio on the Closing Date after giving effect to the Transactions, subject, in each case, to certain other conditions to be mutually agreed (“Ratio Debt”) and (ii) a general debt basket in an amount to be agreed, subject to certain other conditions to be mutually agreed; liens (subject to permitted liens to be agreed, but permitting liens that secure permitted secured Ratio Debt); sale and leaseback transactions; investments (including acquisitions, loans, advances, etc.), with

exceptions to include (x) reorganizations and other activities related to tax planning and reorganization, so long as, after giving effect thereto, the guarantees of the Senior Credit Facilities and security interest of the Lenders in the Collateral, taken as a whole, are not impaired in any material respect; investments funded with proceeds of qualified equity or contributions paid in qualified equity that are not otherwise applied and (y) a general investment basket in an amount to be agreed; asset sales; mergers, acquisitions, consolidations, liquidations and dissolutions; dividends and other payments in respect of equity interests and other restricted payments; transactions with affiliates; prepayments, redemptions and repurchases of other indebtedness; adverse modifications of organizational documents, documents related to the Acquisition and debt instruments; limitations on certain restrictions on subsidiaries; limitations on issuance of disqualified capital stock; limitations on business activities; fundamental changes; limitations on accounting changes; changes in fiscal year; use of proceeds; further negative pledges; and anti-terrorism laws, money-laundering activities and dealing with embargoed persons. The foregoing covenants will contain additional limitations on transactions between Credit Parties and non-Credit Parties, in accordance with the Documentation Principles.

The negative covenants will be subject, in the case of each of the foregoing covenants to customary exceptions, qualifications and “baskets” consistent with the Documentation Principles, including, without limitation an available amount basket (the “Available Amount Basket”) that will consist of, without duplication, (a) a “starter” amount to be agreed (the “Starter Basket”) plus (b) retained excess cash flow (excluding excess cash flow retained by reason of a reduction in prepayment amounts because of voluntary prepayments of debt or because of limitations on prepayments of excess cash flow of foreign restricted subsidiaries), plus (c) Declined Amounts, plus, (d) the net cash proceeds of equity issuances and capital contributions (other than disqualified capital stock and contributions in respect thereof), plus (e) the net cash proceeds of sales of investments made with the Available Amount Basket, plus (f) returns, profits, distributions and similar amounts received in cash or cash equivalents on investments made with the Available Amount Basket up to a maximum of the amount of such original investment

plus (g) debt and disqualified stock issued after the Closing Date which have been exchanged for or converted into qualified equity of the Borrower. Subject to terms and conditions to be agreed consistent with Documentation Principles, the Available Amount Basket may be used for investments (including permitted acquisitions of entities that do not become guarantors and assets that are not then owned by Loan Parties) or dividends, payments in respect of equity and other restricted payments, including payments on unsecured second lien or junior debt; provided, that no event of default under the Loan Documents shall exist or immediately result therefrom and, solely in the case of dividends, payments on equity and other restricted payments, including payments on junior debt, in each case, to the extent not made with the Starter Basket or with the net cash proceeds of equity issuances and capital contributions of or with respect to qualified capital stock (which do not increase the Available Amount Basket), the Total Net Leverage Ratio, determined on a pro forma basis after giving effect to such restricted payment, and the incurrence of any indebtedness incurred to finance the same, is less than or equal to the Total Net Leverage Ratio on the Closing Date after giving effect to the Transactions.

The Borrower or any restricted subsidiary will be permitted to dispose or sell any of its assets on an unlimited basis for fair market value so long as (a) no Event of Default shall have occurred and be continuing at the time of, or result from, such disposition or sale, (b) at least 75% of the consideration therefor consists of cash (subject to customary exceptions to the cash consideration requirement to be set forth in the Loan Documents, including a basket in an amount to be agreed for non-cash consideration that may be designated as cash consideration) and (c) the net proceeds of such asset sale shall be subject to the terms set forth in the section entitled “Mandatory Prepayments and Commitment Reductions” hereof (subject to the reinvestment rights set forth therein).

The Loan Documents will permit acquisitions by the Borrower and its Restricted Subsidiaries subject only to the following terms:

(i)                                     no event of default shall have occurred

and be continuing on the date that the agreement for such acquisition is executed, and no payment or bankruptcy event of default shall have occurred and be continuing on the date such acquisition is consummated;

(ii)                                  compliance with the line of business covenant;

(iii)                               the acquired entity and its subsidiaries shall become restricted subsidiaries and Guarantors, and the assets acquired shall become subject to the liens of the Loan Documents, to the extent required in accordance with the limitations set forth under “Guarantors” and “Collateral”, above, subject to a cap to be agreed (plus, without duplication, the Available Amount Basket and the net cash proceeds of equity issuances and capital contributions (other than disqualified capital stock and contributions in respect thereof)), for entities that do not become Guarantors and assets that are not owned by Loan Parties;

(iv)                              such acquisition shall not be “hostile” and, unless approved in a court-ordered sale, shall have been recommended by the board of directors (or similar body) of the target; and

(v)                                 unless financed with the net cash proceeds of equity issuances and capital contributions (and/or purchased using the capital stock of the Borrower) (in each case other than disqualified capital stock and contributions in respect thereof) and not involving any incurrence of debt other than ordinary course debt permitted under an unlimited basket or a basket subject to a dollar cap, after giving effect to such acquisition on a pro forma basis, the Total Net Leverage Ratio shall be no greater than the Total Net Leverage Ratio on the Closing Date after giving effect to the Transactions.

Refinancing Facilities

The Loan Documents will permit the Borrower to refinance in whole or in part on a dollar-for-dollar basis the Loans under the Term Loan Facility (including loans under any Incremental Term Facility) and/or Loans and commitments under any Revolving Credit Facility (and any loans or commitments under any Incremental

Revolving Facility) with new term credit facilities (each a Refinancing Term Facility”) or with new revolving facilities (each, a “Refinancing Revolving Facility” and, together with each Refinancing Term Facility, the “Refinancing Facilities”) under the Loan Documents with the consent of the Borrower and the Administrative Agent; provided that (a) none of the Refinancing Facilities (i) matures prior to the final maturity date of the loans being refinanced (or, in the case of a Refinancing Facility that is secured on a junior basis, or that is unsecured, prior to the date which is 91 days after the longest then-applicable maturity date of then outstanding loans and revolving credit commitments), and (ii) with respect to Refinancing Facilities consisting of term loans only, has a shorter weighted average life to maturity of the loans being refinanced, (b) with respect to Refinancing Facilities consisting of revolving loans and commitments, (i) has no mandatory commitment reductions prior to the maturity date of any earlier maturing Revolving Credit Facility and (ii) all borrowings, prepayments and commitment reductions (other than at final maturity) shall be ratable among the Revolving Credit Facility and all other revolving tranches, (c) any secured Refinancing Facility: (i) shall be subject an intercreditor agreement (a “Pari Passu Intercreditor Agreement”) (the primary terms of which will either be attached as an exhibit to the Loan Documents or that is reasonably acceptable to the Administrative Agent) governing the relationship between such secured Refinancing Facility and the facilities under the Loan Documents, (ii) shall not be secured by any assets that do not also constitute Collateral under the Loan Documents and (iii) may not be secured pursuant to security documentation that is more restrictive to the Borrower than the Loan Documents; (d) there are no direct or indirect obligors or guarantors in respect of the Refinancing Facilities that are not a Credit Party, (e) the principal amount of the Refinancing Facility does not exceed the principal amount of the debt being refinanced (together with accrued and unpaid interest thereon, any prepayment premiums applicable thereto and reasonable fees and expenses incurred in connection therewith), (f) there shall be no more than a number of revolving facilities to be mutually agreed outstanding at any one time; provided that drawings, repayments, repayments and commitment reductions thereunder shall be made on a pro rata basis as between

such revolving facilities, (g) the proceeds of any Refinancing Facility shall be applied, substantially concurrently with the incurrence thereof, to the pro rata repayment of the outstanding loans under the facility (and to the permanent reduction in commitments of any Revolving Credit Facility) being so refinanced, and (h) the other terms and conditions of the Refinancing Facility (excluding pricing and optional prepayment or redemption terms) are substantially identical to, or less favorable to, investors providing the Refinancing Facility than those applicable to the Loan and/or commitments being refinanced (except for covenants or other terms applicable only to periods after the latest final maturity date of the Loans or commitments (or, in the case of a Refinancing Facility that is secured on a junior basis, or that is unsecured, prior to the date which is 91 days after the longest then applicable maturity date) existing at the time of such refinancing), in each case as certified by the chief financial officer of the Borrower in good faith prior to such incurrence or issuance.

Financial Covenant

None.

Events of Default

Consistent with the Documentation Principles and limited to the following (to be applicable to the Borrower and its restricted subsidiaries): nonpayment of principal when due; nonpayment of interest, fees or other amounts after a three business days grace period; inaccuracy of representations and warranties in any material respect; failure to perform negative covenants or customary specified affirmative covenants, and failure to perform other covenants subject to a 30-day cure period after notice from the Administrative Agent; cross-default and cross-acceleration to other material indebtedness; bankruptcy and insolvency events; material final judgments (after giving effect to insurance and indemnification by non-affiliates); ERISA events (subject to a material adverse effect limitation); actual or asserted invalidity or impairment of guarantees, security documents, or any other Loan Documents (including the failure of any lien on any portion of the Collateral to remain perfected with the priority required under the Loan Documents); and a “Change of Control” (to be defined in a manner consistent with the Documentation Principles); subject to customary threshold, notice and grace period provisions, and other exceptions to be mutually and reasonably agreed consistent with the

Documentation Principles.

Voting

Amendments and waivers with respect to the Loan Documents will require the approval of Lenders (that are not defaulting Lenders) holding not less than a majority of the aggregate principal amount of the Loans (including, to the extent applicable, participations by Lenders in Letters of Credit and Swing Line Loans and unused commitments) under the Loan Documents (the “Required Lenders”), except that (i) the consent of each Lender directly and adversely affected thereby shall be required with respect to (a) reductions in the amount or extensions of the final maturity of the Loans of such Lender, (b) reductions in the rate of interest (other than a waiver of default interest) or any fee or other amount payable or extensions of any due date thereof with respect to the Loans of such Lender, or (c) increases in the amount or extensions of the expiration date of such Lender’s commitment, and (ii) the consent of 100% of the Lenders shall be required with respect to (a) reductions of any of the voting percentages or pro rata provisions (other than as contemplated herein in connection with Incremental Facilities and Refinancing Facilities), (b) releases of all or substantially all of the value of the guarantees of the Guarantors or of all or substantially all of the Collateral (other than in connection with permitted asset sales or other disposition) or (c) assignments by any Credit Party of its rights or obligations under the Senior Credit Facilities.

In addition, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical nature in the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision without any further action or consent of any other party.

Unrestricted Subsidiaries

The Loan Documents will contain provisions pursuant to which, subject to limitations to be agreed (including on investments, loans, advances to, and other guarantees and other investments in, unrestricted subsidiaries and transactions with affiliates), the Borrower 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; provided, that (a) no event of default shall have occurred

and be continuing or would result from any such designation or re-designation, (b) the designation of any unrestricted subsidiary as a restricted subsidiary shall constitute the incurrence at the time of designation of any indebtedness or liens of such subsidiary existing at such time, (c) the fair market value of such subsidiary at the time it is designated as an “unrestricted subsidiary” shall be treated as an investment by the Borrower at such time, (d) the Total Net Leverage Ratio, after giving effect to any such designation or re-designation, shall be no greater than the pro forma Total Net Leverage Ratio as of the Closing Date and (e) no restricted subsidiary shall be designated as an unrestricted subsidiary if it is a restricted subsidiary under the Notes or the Bridge Loan Facility (and any unrestricted subsidiary under the Notes or the Bridge Loan Facility that is subsequently designated as a restricted subsidiary shall be designated as a restricted subsidiary under the Senior Credit Facilities); provided, further, that no restricted subsidiary may be re-designated as an unrestricted subsidiary if such subsidiary had previously been designated as an unrestricted subsidiary. With limited exceptions to be agreed, unrestricted subsidiaries will not be subject to the representations and warranties, affirmative or negative covenants or event of default provisions of the Loan Documents and results of operations and indebtedness of unrestricted subsidiaries will not be taken into account for purposes of determining any financial ratio or covenant contained in the Loan Documents.

Assignments and Participations

The Lenders shall be permitted to assign and sell participations in their loans and commitments (in each case, other than to Disqualified Persons), subject, in the case of assignments, to the consent of (x) the Administrative Agent (not to be unreasonably withheld, delayed or conditioned) and (y) other than assignments to another Lender, an affiliate of a Lender or an “approved fund” (to be defined in the Loan Documents) and so long as no payment or bankruptcy event of default has occurred and is then continuing, the Borrower (which consent shall not be unreasonably withheld, delayed or conditioned; provided that (A) the Borrower shall be deemed to have consented to such assignment if the Borrower has not otherwise rejected in writing such assignment within ten (10) business days of the date on which consent to such assignment is requested of the Borrower in writing, (B) participations in the Senior

Credit Facilities shall not be granted, and interests in the Senior Credit Facilities shall not be assigned, to the Borrower or any of its subsidiaries (except as set forth below) or any natural person, and (C) the consent of the Borrower will always be required for assignments or participations to Disqualified Persons. In the case of partial assignments (other than to another Lender, an affiliate of a Lender or an approved fund), the minimum assignment amount shall be $1.0 million. Assignments will be made by novation and will not be required to be pro rata among different facilities. The Administrative Agent shall receive an administrative fee of $3,500 in connection with each assignment unless otherwise agreed by the Administrative Agent.

Participants shall have no greater benefit than the related Lender with respect to tax gross ups, yield protection and increased cost provisions, except to the extent incurred as a result of a change in the law occurring after the date of the participation, and will be subject to customary limitations on voting rights (as mutually agreed).

Pledges of Loans in accordance with applicable law shall be permitted on customary terms. Promissory notes shall be issued under the Senior Credit Facilities only upon request.

The Loan Documents shall contain customary provisions for replacing non-consenting Lenders in connection with amendments and waivers requiring the consent of all Lenders or of all Lenders directly affected thereby so long as Lenders holding at least a majority of the aggregate principal amount of the Loans and commitments shall have consented thereto. The Loan Documents shall contain customary provisions for replacing defaulting lenders and lenders requesting indemnities, gross ups or increased costs.

In addition, the Loan Documents shall provide that the Term Loans may be purchased by the Borrower and its restricted subsidiaries on a non-pro rata basis through Dutch auctions open to all Lenders on a pro rata basis in accordance with customary procedures; provided that (i) any such Term Loans acquired by the Borrower shall be retired and cancelled immediately upon acquisition thereof, (ii) the Term Loans may not be purchased with the proceeds of revolving loans under the Loan

Documents, (iii) no event of default shall exist or result therefrom, and (iv) any such Term Loans acquired by the Borrower shall not be deemed to increase EBITDA.

Defaulting Lenders

The Loan Documents shall contain customary provisions relating to “defaulting” Lenders consistent with the Documentation Principles, including provisions relating to the suspension of voting rights and of rights to receive certain fees, and termination or assignment of commitments or Loans of such Lenders.

Cost and Yield Protection

Each holder of Loans will receive cost and interest rate protection customary for facilities and transactions of this type, including compensation in respect of prepayments of LIBOR loans, taxes (including gross-up provisions for withholding taxes imposed by any governmental authority and taxes associated with all gross-up payments, but subject to customary exclusions), changes in capital requirements, guidelines or policies or their interpretation or application after the Closing Date (including, for the avoidance of doubt (and regardless of the date adopted or enacted), with respect to (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations with respect thereto and (y) all requests, rules, guidelines and directions promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any similar or successor agency, or the United States or foreign regulatory authorities, in each case, pursuant to Basel III)), illegality, change in circumstances, reserves and other provisions reasonably deemed necessary by the Administrative Agent to provide customary protection for U.S. and non-U.S. financial institutions and other lenders, subject to, in the case of each of the foregoing, the right to replace lenders claiming such cost and interest rate protection, customary notice and tolling provisions, mitigation requirements, certification requirements and other exceptions to be mutually and reasonably agreed upon.

Expenses

If the Transactions are consummated and the Closing Date occurs, the Borrower shall pay (i) all reasonable and documented out-of-pocket expenses of the Administrative Agent, the Collateral Agent and the Joint Lead Arrangers associated with the syndication of the Term Loan Facility and the preparation, negotiation, execution, delivery, filing and administration of the Loan

Documents and, with respect to the Administrative Agent and the Collateral Agent, any amendment or waiver with respect thereto (including the reasonable and documented fees, disbursements and other charges of external counsel and the charges of IntraLinks, SyndTrak or a similar service and (ii) all reasonable and documented out-of-pocket expenses of the Administrative Agent, the Collateral Agent, any other agent appointed in respect of the Senior Credit Facilities and the Lenders (including the reasonable and documented fees, disbursements and other charges of external counsel) in connection with the enforcement of, or protection and preservation of rights under, the Loan Documents; provided, that, in each case, the charges of counsel for the Administrative Agent, the Collateral Agent, any other agent appointed in respect of the Senior Credit Facilities and the Lenders shall be limited to one primary transactional counsel, one local counsel in each relevant jurisdiction, and one or more additional counsel if one or more actual or potential conflicts of interest arise for each class of similarly situated persons. For avoidance of doubt, prior to the Closing Date, the Borrower’s expense reimbursement obligations shall be governed by the Fee Letter and not by this paragraph. All expenses due under this paragraph shall be paid (a) on the Closing Date, to the extent required under Exhibit D hereto, or, (b) otherwise, within 30 days of a written demand therefor, together with reasonably detailed backup documentation supporting such reimbursement request.

Indemnification

The Loan Documents will contain customary indemnities (as reasonably determined by the Joint Lead Arrangers) for (i) the Joint Lead Arrangers, the Collateral Agent, the Administrative Agent and the Lenders, (ii) each affiliate of any of the foregoing persons and (iii) each of the respective officers, directors, partners, trustees, employees, affiliates, shareholders, advisors, successors, assigns, agents, attorneys-in-fact and controlling persons of each of the foregoing persons referred to in clauses (i) and (ii) above (the persons identified in clauses (i), (ii) and (iii) above, collectively, the “Indemnified Persons”) (other than (a) as a result of such Indemnified Person’s or its affiliate’s bad faith, gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable ruling, (b) a material breach of such Indemnified Person’s or its affiliate’s obligations under the Loan Documents as

determined by a court of competent jurisdiction in a final and non-appealable ruling or (c) as a result of a claim that does not result from an act or omission by the Borrower or any of its subsidiaries or affiliates and that is brought by an Indemnified Person against any other Indemnified Person (other than claims against Jefferies Finance, Barclays or any of their respective affiliates in their capacity as or in fulfilling their role as Administrative Agent, Collateral Agent, Joint Lead Arranger or any similar role under the Senior Credit Facilities), provided that the obligations of the Credit Parties to reimburse the Indemnified Persons for legal fees and expenses shall be limited to one firm of primary counsel to such Indemnified Persons taken as a whole (and one or more firm of additional counsel as a result of any actual or potential conflicts of interest and any firm of special counsel and local counsel in each applicable jurisdiction); provided further that the Borrower shall have no obligation to reimburse any Indemnified Person for fees and expenses unless such Indemnified Person provides an undertaking in which such Indemnified Person agrees to refund and return any and all amounts paid by the Borrower to such Indemnified Person to the extent any of the foregoing items described in clauses (a) through (c) occurs. Each Indemnified Person shall be obligated to refund and return promptly any and all amounts paid by the Borrower or any of its affiliates under this paragraph to such Indemnified Person for any such fees, expenses or damages to the extent such Indemnified Person is not entitled to payment of such amounts in accordance with the terms hereof.

Governing Law and Forum

State of New York.

Counsel to the Joint Lead Arrangers, the Collateral Agent and the Administrative Agent

Jones Day

Interest Rate Options

The Borrower may elect that the Loans comprising each borrowing bear interest at a rate per annum equal to:

(i)                                     the Base Rate plus the Applicable Margin; or

(ii)                                  Adjusted LIBOR plus the Applicable Margin.

The Borrower may elect interest periods of 1, 3 or 6 months for Adjusted LIBOR Loans (as defined below).

As used herein:

“Applicable Margin” means (i) [***]%, in the case of Base Rate Loans, and (ii) [***]%, in the case of Adjusted LIBOR Loans.

“Base Rate” means the highest of (i) the “U.S. Prime Lending Rate” as published in The Wall Street Journal (the “Prime Rate”), (ii) the federal funds effective rate from time to time, plus [***]% and (iii) the Adjusted LIBOR Rate for a one-month interest period plus [***]%.

“Adjusted LIBOR” means the higher of (i) the rate per annum (adjusted for statutory reserve requirements for Eurocurrency liabilities) at which Eurodollar deposits are offered in the interbank Eurodollar market for the applicable interest period, as quoted on Reuters Screen LIBOR01 Page (or any successor page or service) and (ii) [***]%.

Interest Payment Dates

With respect to Loans bearing interest based upon the Base Rate (“Base Rate Loans”), quarterly in arrears on the last day of each calendar quarter and on the applicable maturity date.

With respect to Loans bearing interest based upon the Adjusted LIBOR Rate (“Adjusted LIBOR Loans”), on the last day of each relevant interest period and, in the case of any interest period longer than three months, on each successive date three months after the first day of such interest period and on the applicable maturity date.

Upfront Fees; Original Issue Discount

The Term Loans will be issued on the Closing Date at a price of [***]% of their principal amount. For purposes of the Debt Financing Letters, all calculations of interest and fees, however, will be calculated on the basis of their full stated principal amount. Notwithstanding the foregoing, at the sole discretion of the Joint Lead Arrangers, in lieu of original issue discount on the Term Loans, the Borrower shall pay an equivalent amount of upfront fees on the Closing Date.

Default Rate

Upon the occurrence and during the continuance of a payment or bankruptcy event of default, all overdue principal, overdue interest, overdue fees and other overdue amounts outstanding under the Term Loan Facility shall bear interest at [***]% above the otherwise applicable rate and shall be payable on demand.

Rate and Fee Basis

All per annum rates shall be calculated on the basis of a year of 360 days (or 365/366 days, in the case of Base Rate Loans, the interest rate payable on which is then based on the Prime Rate) for the actual number of days elapsed (including the first day but excluding the last day).

* * *

I.                                        Parties

Borrower

The Borrower (as defined in Exhibit A) under the Senior Credit Facilities (the “Borrower”).

Guarantors

Each of the Guarantors (as defined in Exhibit A) under the Senior Credit Facilities (collectively, the “Guarantors;” the Borrower and the Guarantors, collectively, the “Credit Parties”).

Joint Lead Arrangers and Bookrunners

Jefferies Finance LLC (“Jefferies Finance”) and Barclays Bank PLC (“Barclays”; Jefferies Finance and Barclays, in such capacity, the “Joint Lead Arrangers”). The Joint Lead Arrangers will perform the duties customarily associated with such role.

Administrative Agent

Jefferies Finance and/or one or more of its designees (in such capacity, the “Administrative Agent”). The Administrative Agent will perform the duties customarily associated with such role. Any such designee that is not an affiliate of Jefferies Finance will be subject to the approval of the Borrower, which approval may not be unreasonably withheld, delayed or conditioned.

Lenders

A syndicate of banks, financial institutions and other entities, other than Disqualified Persons (collectively, the “Lenders”) identified by the Joint Lead Arrangers and reasonably acceptable to the Borrower.

Closing Date

The date, on or before the date on which the Commitments are terminated in accordance with Section 15 of this Commitment Letter, on which the Acquisition is consummated (the “Closing Date”).

Bridge Loan Documents

The definitive documentation governing or evidencing the Bridge Loans, the Extended Term Loans and the Exchange Notes (collectively, the “Bridge Loan Documents”).

II.                                   Bridge Loan Facility

Bridge Loans

An aggregate principal amount of $450.0 million of senior unsecured increasing rate bridge loans (the “Bridge Loans”) less the gross cash proceeds available on the Closing Date from the issuance of the Notes and subject to reduction in accordance with Section 15 of the Commitment Letter.

Use of Proceeds

To finance, in part, the Acquisition and the Refinancing of the Refinanced Debt and to pay fees and expenses in connection with the foregoing.

Maturity

One year from the initial funding date of the Bridge Loans (the “Bridge Loan Maturity Date”).

Rollover

If the Bridge Loans are not repaid in full on or prior to the Bridge Loan Maturity Date and the Borrower has paid the Rollover Fee (as defined in the Fee Letter), and provided that no Conversion Default (as defined below) has occurred and is continuing, the Bridge Loans shall be automatically converted on the Bridge Loan Maturity Date into senior unsecured term loans due on the seventh anniversary of the Bridge Loan Maturity Date (or such earlier date as may be specified in Exhibit C hereto) (the “Extended Term Loans”) in an aggregate principal amount equal to the aggregate principal amount of Bridge Loans so converted. The Extended Term Loans will have the terms set forth in Exhibit C to this Commitment Letter.

Under certain circumstances to be determined by the Joint Lead Arrangers, Extended Term Loans may be exchanged by the holders thereof for exchange notes (“Exchange Notes”), which will have the terms set forth in Exhibit C to this Commitment Letter. The Exchange Notes will be issued under an indenture that will have the terms set forth in Exhibit C to this Commitment Letter. In connection with each such exchange, if requested by any Lender that is a Lender as of the Closing Date (each, an “Senior Secured Initial Bridge Lender”), the Borrower shall (i) deliver to the Lender that is receiving Exchange Notes, and to such other Lenders as such Senior Secured Initial Bridge Lender requests, an offering memorandum of the type customarily utilized in a Rule 144A offering of high yield securities covering the resale of such Exchange Notes by such Lenders, in such form and substance as reasonably acceptable to the Borrower and such Senior Secured Initial Bridge Lender, and keep such offering memorandum updated in a manner as would be required

pursuant to a customary Rule 144A securities purchase agreement, (ii) execute an exchange agreement containing provisions customary in Rule 144A securities purchase agreements (including indemnification provisions) and a registration rights agreement customary in Rule 144A offerings, in each case, if requested by such Senior Secured Initial Bridge Lender, (iii) deliver or cause to be delivered such opinions and accountants’ comfort letters addressed to the Senior Secured Initial Bridge Lender and such certificates as the Senior Secured Initial Bridge Lender may reasonably request in form and substance satisfactory to the Senior Secured Initial Bridge Lender and (iv) take such other actions, and cause its advisors, auditors and counsel to take such actions, as reasonably requested by the Senior Secured Initial Bridge Lender in connection with issuances or resales of Exchange Notes, including providing such information regarding the business and operations of the Borrower and its subsidiaries as is reasonably requested by any prospective holder of Exchange Notes and customarily provided in due diligence investigations in connection with purchases or resales of securities.

“Conversion Default” shall mean a bankruptcy event of default with respect to the Borrower under the Bridge Loan Facility.

The Extended Term Loans will be governed by the provisions of the Bridge Loan Documents and will have the same terms as the Bridge Loans except as expressly set forth in Exhibit C to this Commitment Letter.

III.                              Certain Payment Provisions

Interest

The Bridge Loans will bear interest at a rate per annum equal to the higher of (i) three month LIBOR, adjusted quarterly, and (ii) [***]%, in either case, plus a spread of [***]% (the “Rate”). The Rate will increase by (i) [***] basis points upon the [***] of the Closing Date, plus (ii) an additional [***] basis points upon each subsequent [***] following the initial [***] of the Closing Date. Notwithstanding the foregoing, interest on the Bridge Loans (excluding default interest, if any) shall not exceed the Total Cap (as defined in the Fee Letter). Interest will be payable quarterly in arrears, on the Bridge Loan Maturity Date and on the date of any prepayment of the Bridge Loans. For amounts outstanding after the Bridge Loan Maturity Date, interest will be payable on demand at the default rate.

Default Rate

Overdue principal, interest, fees and other amounts under the Bridge Loan Facilities shall bear interest at the applicable interest rate plus [***]% per annum.

Optional Repayment

The Bridge Loans may be repaid, in whole or in part, on a pro rata basis, at the option of the Borrower at any time (other than any time at which a Demand Failure Event (as defined in the Fee Letter) shall have occurred and be continuing) upon five business days’ prior written notice, at a price equal to 100% of the principal amount thereof, plus all accrued and unpaid interest and fees to the date of repayment.

Mandatory Repayment

The Borrower will repay the Bridge Loans with the net cash proceeds from:

(i) any direct or indirect public offering or private placement of Notes or any other issuance or sale of (x) debt securities or equity securities of the Borrower or (y) debt securities of any of its subsidiaries,

(ii) the incurrence of any other indebtedness for borrowed money (other than Loans under the Term Loan Facility as in effect on the Closing Date and certain other limited exceptions to be mutually agreed upon) by the Borrower or any of its restricted subsidiaries, and

(iii) any non-ordinary course sale or other non-ordinary course disposition of assets by the Borrower or any of its restricted subsidiaries (including (x) as a result of casualty or condemnation and (y) any sale of the equity interests in any subsidiary of the Borrower), subject to the required prior prepayment of any Loans outstanding under the Senior Credit Facilities, in each case, at 100% of the principal amount of the Bridge Loans repaid, plus all accrued and unpaid interest and fees on the principal amount repaid to the date of the repayment,

in the case of any such prepayments pursuant to the foregoing clauses (i), (ii) or (iii) above, with exceptions and baskets usual and customary for financings of this type and in any event not less favorable to the Borrower than those applicable to the Senior Credit Facilities.

Change of Control

Each holder of the Bridge Loans will be entitled to require the Borrower, and the Borrower shall offer, to repay the Bridge Loans held by such holder, at a price of 100% of the principal amount thereof, plus all accrued and unpaid interest on the

principal amount repaid to the date of repayment, upon the occurrence of a “change of control” (to be defined in the Bridge Loan Documents in a manner satisfactory to the Joint Lead Arrangers, subject to the Documentation Principles).

IV.                               Collateral and Guarantees

Collateral

None.

Guarantees

The Guarantors will unconditionally, and jointly and severally, guarantee the obligations of the Borrower in respect of the Bridge Loans (the “Guarantees”). Such Guarantees will be in form and substance satisfactory to the Administrative Agent and the Joint Lead Arrangers. All Guarantees shall be guarantees of payment and performance, and not of collection. The Guarantees will automatically be released on terms and conditions customary for public high-yield financings.

V.                                    Other Provisions

Conditions Precedent

Subject to the Certain Funds Provision, the incurrence of the Bridge Loans under the Bridge Loan Facility on the Closing Date will be subject only to the applicable conditions precedent set forth in Section 3 of the Commitment Letter and Exhibit D to the Commitment Letter.

Representations and Warranties

Customary for facilities and transactions of this type (as reasonably determined by the Joint Lead Arrangers) (including those specified under the caption “Representations and Warranties” in Exhibit A to this Commitment Letter), with such changes and additions as are mutually agreed to be appropriate in connection with the Bridge Loans.

Covenants

The Bridge Loan Facility will contain such affirmative and negative covenants applicable to the Borrower and its restricted subsidiaries usual and customary for publicly traded high yield securities with such changes and additions as are mutually agreed to be appropriate in connection with the Bridge Loans (it being understood that (x) there shall be no financial maintenance covenants under the Bridge Loan Documents and (y) such covenants will under no circumstances be more restrictive than the analogous covenants included in the Senior Credit Facilities).

Events of Default; Remedies

Customary for facilities and transactions of this type (as reasonably determined by the Joint Lead Arrangers) (in certain cases, subject to customary and appropriate grace and cure periods and materiality thresholds to be mutually agreed upon)

(including those specified under the caption “Events of Default” in Exhibit A to this Commitment Letter), with such changes and additions as are appropriate in connection with the Bridge Loans; provided that the cross-default to the Senior Credit Facilities shall only be to (i) payment, bankruptcy and other specified events of default to be mutually agreed upon and (ii) other events of default under the Senior Credit Facilities that have not been cured within 90 days; provided that failure to comply with any obligation under Section 3 in the Fee Letter shall not be an Event of Default (but failure to pay any amount that becomes due as a result of such failure (such as increased interest amounts, conversion fees, etc.) shall constitute a payment Event of Default).

Voting

Amendments and waivers with respect to the Bridge Loan Documents will require the approval of Lenders holding not less than a majority of the aggregate principal amount of the Bridge Loans, Extended Term Loans or Exchange Notes, as the case may be (the “Required Lenders”), except that (i) the consent of each Lender directly affected thereby shall be required with respect to (a) reductions in the amount or extensions of the final maturity of any Bridge Loan, Extended Term Loan or Exchange Note, as the case may be, or the reduction of the non-call period for any Exchange Note, as applicable, (b) reductions in the rate of interest (other than a waiver of default interest) or any fee (including any prepayment fee) or other amount payable or extensions of any due date thereof, (c) increases in the amount or extensions of the expiration date of any Lender’s commitment or (d) modifications to the assignment provisions of the Bridge Loan Documents that further restrict assignments thereunder and (ii) the consent of 100% of the Lenders shall be required with respect to (a) reductions of any of the voting percentages or the pro rata provisions, (b) releases of all or substantially all of the value of the guarantees of the Guarantors or (c) alterations of (or additions to) the restrictions on the ability of Lenders to exchange Extended Term Loans for Exchange Notes, (d)  modification of the rights to exchange Extended Term Loans into Exchange Notes or (e) assignments by any Credit Party of its rights or obligations under the Bridge Loan Facility.

Transferability

Each holder of Bridge Loans will be free to (x) sell or transfer all or any part of its Bridge Loans to any third party with the consent of the Administrative Agent (not to be unreasonably withheld) in compliance with applicable law (provided that such holder shall give prompt written notice to the Administrative Agent and the Borrower of any such sale or

transfer), (y) sell participations in all or a portion of the Bridge Loans (subject to customary voting restrictions), and (z) pledge any or all of the Bridge Loans in accordance with applicable law.

Cost and Yield Protection

Substantially similar to those contained in the Loan Documents.

Expenses

Substantially similar to those contained in the Loan Documents.

Indemnification

Substantially similar to those contained in the Loan Documents.

Governing Law and Forum

State of New York.

Counsel to the Joint Lead Arrangers and the Administrative Agent

Jones Day

Maturity

The Extended Term Loans will mature on the seventh anniversary of the Bridge Loan Maturity Date.

Interest Rate

The Extended Term Loans will bear interest at a rate per annum (the “Interest Rate”) equal to the Total Cap.

Overdue principal, interest, fees and other amounts shall bear interest at the applicable interest rate plus [***]% per annum.