BARCLAYS 745 Seventh Avenue New York, NY 10019

Very truly yours,

BARCLAYS BANK PLC

By:

/s/ Timothy Broadbent

Name:

Timothy Broadbent

Title:

Managing Director

COHERENT, INC.

By:

/s/ Kevin Palatnik

Name:

Kevin Palatnik

Title:

Executive Vice President and Chief Financial Officer

Borrowers:

With respect to the US Term Facility and the Revolving Credit Facility, Coherent, Inc. (the “US Borrower”).

Borrower Representative:

The Credit Documentation (as defined below) will permit the US Borrower to act as the borrower representative (in such capacity, the “Borrower Representative”), and to act as agent on behalf of the Borrowers for purposes of delivering notices, providing consents, receiving notices and taking other actions permitted or required under the Credit Documentation.

Guarantors:

Subject in all respects to the Security Principles (as defined below), (a) the obligations of the US Borrower under the US Term Facility, the Revolving Credit Facility (as defined below) and, at the Borrower Representative’s option, under any treasury management, interest protection or other hedging arrangements entered into with a Lender (as defined below) or an affiliate thereof (collectively, the “US Obligations”) will be guaranteed on a senior basis by each of the US Borrower’s, direct or indirect, wholly-owned restricted subsidiaries that are US Subsidiaries (as defined below) (the entities described in this clause (a), collectively, the “US Guarantors”; the US Guarantors together with the US Borrower, the “US Loan Parties”) and (b) all obligations of the Euro Borrower under the Euro Term Facility and the Revolving Credit Facility (collectively, the “Euro Obligations”) will be unconditionally guaranteed on a senior basis by each US Loan Party and each of the US Borrower’s wholly-owned restricted subsidiaries that are Foreign Subsidiaries (as defined below) (collectively, the “Euro Guarantors”; and the Euro Guarantors, together with the US Guarantors, collectively, the “Guarantors”; and the Euro Guarantors, together with the Euro Borrower, collectively, the “Euro Loan Parties”; and the Euro Loan Parties, together with the US Loan Parties, the “Loan Parties”), subject to customary exceptions to be agreed (including, without limitation, no guarantee from (i) with respect to the US Obligations only, any CFC Holdco or Disregarded Domestic Person (each as defined below) and any US Subsidiary that is a subsidiary of a Foreign Subsidiary, (ii) any subsidiary whose provision of a guarantee would (x) be prohibited by applicable law or regulation or any contractual obligation existing on the Closing Date or at the time of acquisition thereof after the Closing Date (so long as such prohibition is not created in contemplation of such transaction) or that would require consent, approval, license or authorization of a governmental authority (unless such consent, approval, license or authorization has been received) or (y) otherwise result in a material adverse tax consequence to either

Borrower, in each case, as reasonably determined by such Borrower, (iii) Immaterial Subsidiaries (as defined below), (iv) unrestricted subsidiaries, (v) captive insurance companies, (vi) not-for-profit subsidiaries, (vii) special purpose entities, (viii) any subsidiary where the Borrower Representative and the Administrative Agent reasonably determine that the costs of obtaining a guarantee from such subsidiary are excessive in relation to the value afforded thereby or (ix) other subsidiaries mutually agreed between the Borrower Representative and the Administrative Agent.  For the avoidance of doubt and notwithstanding anything to the contrary herein, subsidiaries which are not “eligible contract participants” shall not guarantee swap obligations to the extent not permitted by the Commodity Exchange Act, or any regulation thereunder, by virtue of such subsidiary failing to constitute an “eligible contract participant”.

For purposes of the Credit Documentation, (a) “US Subsidiary” means any direct or indirect subsidiary of the US Borrower organized under the laws of the United States, any state thereof or the District of Columbia, (b) “Foreign Subsidiary” means any direct or indirect subsidiary of the US Borrower organized in a jurisdiction outside of the United States, any state thereof or the District of Columbia, (c) “Guarantor Coverage Test” means, as of the last day of the fiscal quarter of the US Borrower most recently ended for which financial statements have been (or were required to be) delivered pursuant to the Credit Documentation, the Consolidated Total Assets (to be defined in a manner consistent with the Documentation Principles) and Consolidated EBITDA (as defined below) attributable to the Guarantors only is no less than 80% of Consolidated Total Assets and Consolidated EBITDA, respectively, of the US Borrower and its restricted subsidiaries (other than any restricted subsidiaries located in an Excluded Jurisdiction), in each case as of such date for the test period most recently ended, (d) “Immaterial Subsidiary” means (i) any Restricted Subsidiary organized under the law of a Non-Material Jurisdiction and (ii) any Restricted Subsidiary organized under the laws of a Material Jurisdiction, taken together with all such Immaterial Subsidiaries organized under the laws of such Material Jurisdiction as of the last day of the fiscal quarter of the US Borrower most recently ended for which financial statements have been (or were required to be) delivered pursuant to the Credit Documentation, did not have assets with a value in excess of 1.0% of Consolidated Total Assets or contribute in excess of 1.0% of Consolidated EBITDA, in each case as of such date for the test period most recently ended; provided, that the Borrower Representative may elect in its sole discretion to exclude as an Immaterial Subsidiary any Restricted Subsidiary that would otherwise meet the definition thereof; provided, further that a Material Subsidiary organized in any Post-Closing Material Jurisdiction shall not be required to be a Guarantor if the US Borrower has, as of such date for the test period most recently ended, complied with the Guarantor Coverage Test, (e) “Material Jurisdiction” means (i) on the Closing Date, the United States, the United Kingdom, Germany, Spain and the Netherlands (the “Closing Date Material Jurisdictions”) and (ii) at any time after the Closing Date, the Closing Date Material Jurisdictions and any other jurisdiction where any Restricted Subsidiary organized under the laws of such jurisdiction, taken together with all other Restricted Subsidiaries organized under the laws of such jurisdiction

as of the last day of the fiscal quarter of the US Borrower most recently ended for which financial statements have been (or were required to be) delivered pursuant to the Credit Documentation, have assets with a value in excess of 5.0% of Consolidated Total Assets or contribute in excess of 5.0% of Consolidated EBITDA of the US Borrower and its restricted subsidiaries, in each case as of such date for the test period most recently ended (the “Post-Closing Material Jurisdiction”); provided that in no event shall The People’s Republic of China, South Korea or Japan be deemed to be a “Material Jurisdiction” (each such jurisdiction, an “Excluded Jurisdiction”), (f) “Non-Material Jurisdiction” means any jurisdiction that is not a Material Jurisdiction and (g) “Material Subsidiary” means any direct or indirect subsidiary of the US Borrower which is not an Immaterial Subsidiary.

Administrative and Collateral Agent:

Barclays Bank PLC (“Barclays”) will act as sole and exclusive administrative and collateral agent for the Lenders (the “Administrative Agent”).

Joint Lead Arrangers and Joint Bookrunning Managers:

Barclays, together with any Additional Arranger appointed pursuant to Section 1 of the Commitment Letter, will act as joint lead arrangers and joint bookrunning managers for the Facilities (each, in such capacity, a “Lead Arranger” and collectively, the “Lead Arrangers”).

Lenders:

Banks, financial institutions and institutional lenders selected by the Lead Arrangers and reasonably acceptable to the Borrower Representative and, after the initial funding of the Facilities, subject to the restrictions set forth in the Assignments and Participations section below (the “Lenders”).

Facilities:

An aggregate principal amount of up to $850,000,000 will be available through the following facilities (such facilities, the “Facilities”):

Term Facility: (i) a $375,000,000 (plus, at the election of the Borrower Representative, an amount sufficient to fund original issue discount (“OID”) or upfront fees required to be funded in connection with the “market flex” provisions of the Facilities Fee Letter and not funded under the Revolving Credit Facility) term loan B facility made available to the US Borrower, all of which will be drawn on the Closing Date (the “US Term Facility”) and (ii) a term loan B facility in a principal amount equal to the Euro equivalent of $375,000,000 made available to the Euro Borrower, all of which will be drawn on the Closing Date (the “Euro Term Facility” and together with the US Term Facility, collectively, the “Term Facility”). For the avoidance of doubt, the Euro equivalent shall be determined by the Administrative Agent on the earlier of (x) the allocation of the commitments under the Term Facility in connection with the syndication thereof and (y) the date on which the Borrower Representative submits the borrowing request to the Administrative Agent in connection with the initial funding of the Facilities.

Revolving Credit Facility: a $100,000,000 revolving credit facility (the “Revolving Credit Facility” and the loans thereunder, the “Revolving Loans”), available from time to time on or after the Closing Date until the fifth anniversary of the Closing Date, which will be available to the US Borrower and the Euro Borrower in Euros, U.S. dollars and/or such other

currencies as the Administrative Agent and each lender with a commitment under the Revolving Credit Facility agrees. The Revolving Credit Facility shall include a sublimit of $30,000,000 for the issuance of standby letters of credit (each, a “Letter of Credit”) and a sublimit of $10,000,000 for swingline loans (each, a “Swingline Loan”). Letters of Credit will be initially issued by Barclays and each Additional Arranger on a pro rata basis (in such capacity, the “Issuing Bank”), and each of the Lenders under the Revolving Credit Facility will purchase an irrevocable and unconditional participation in each Letter of Credit and each Swingline Loan.

Swingline Option:

Barclays, in its capacity as the swingline lender (in such capacity, the “Swingline Lender”), will make Swingline Loans available to the US Borrower in U.S. dollars on a same day basis. The US Borrower must repay each Swingline Loan upon demand of the Swingline Lender (and in any event on the fifth anniversary of the Closing Date).

Purpose:

The proceeds of the borrowings under the Term Facility on the Closing Date and cash on of the balance sheet of the Borrowers and the Guarantors, shall be used (i) to finance the Acquisition and the Refinancing and (ii) to pay fees and expenses incurred in connection with the Transaction. The proceeds of the Revolving Credit Facility may be used on the Closing Date to fund any additional upfront fees or OID payable due to an imposition of “market flex” under the Facilities Fee Letter (to the extent no funded by an increase to the US Term Facility) and to backstop, cash collateralize or replace letters of credit outstanding on the Closing Date. The proceeds of the Revolving Credit Facility shall be used after the Closing Date to provide ongoing working capital and for other general corporate purposes of the Borrowers and their subsidiaries.

Interest Rates:

The interest rates per annum applicable to the Facilities will be, at the option of the Borrower Representative (i) LIBOR plus the Applicable Margin (as hereinafter defined) or (ii) the Base Rate plus the Applicable Margin. The Applicable Margin means (a) with respect to the Term Facility, (x) 4.75% per annum, in the case of LIBOR advances, and (y) 3.75% per annum, in the case of Base Rate advances, and (b) with respect to the Revolving Credit Facility, (x) 4.25% per annum, in the case of LIBOR advances, and (y) 3.25% per annum, in the case of Base Rate advances, in each case with two 25 basis point step-downs if the Secured Net Leverage Ratios (as defined below) are less than 0.75x and 1.25x inside the Secured Net Leverage Ratio on the Closing Date, respectively.

Each Swingline Loan shall bear interest at the Base Rate plus the Applicable Margin for Base Rate Revolving Loans.

The Borrower Representative may select interest periods of one, two, three or six months (and, if agreed to by all relevant Lenders, twelve months) for LIBOR advances. Interest shall be payable in cash at the end of the selected interest period, but no less frequently than quarterly.

“LIBOR” and “Base Rate” will have meanings customary and appropriate for financings of this type; provided that (x) LIBOR with respect to (i) the

Term Facility will be deemed to be not less than 1.00% per annum (the “LIBOR Floor”) and (ii) the Revolving Credit Facility will be deemed to be not less than 0.00% per annum and (y) the Base Rate will be deemed to be not less than 100 basis points higher than one-month LIBOR.

During the continuance of an event of default for non-payment of principal, interest or any other amount, interest will accrue on such overdue principal, interest or other amount at the Default Rate (as defined below). During the continuance of a bankruptcy event of default, the principal amount of all outstanding obligations will bear interest at the Default Rate. As used herein, “Default Rate” means (i) on the principal of any loan at a rate of 2.00% in excess of the rate otherwise applicable to such loan and (ii) on any other overdue amount at a rate of 2.00% in excess of the non-default rate of interest then applicable to Base Rate loans under the Term Facility.

Commitment Fee:

For the period commencing on the Closing Date through the last day of the first fiscal quarter ending thereafter, a commitment fee of 0.50% per annum, with a step down to 0.375% per annum for any fiscal quarterly period thereafter for which the Secured Net Leverage Ratio as of the last day of the most recently completed fiscal quarter is equal to or less than a Secured Net Leverage Ratio that is 1.00x inside the Secured Net Leverage Ratio on the Closing Date, shall be payable on the actual daily unused portions of the Revolving Credit Facility during each such applicable period, such fee to be payable quarterly in arrears and on the date of termination or expiration of the commitments under the Revolving Credit Facility. Swingline Loans will not be considered utilization of the Revolving Credit Facility for purposes of this calculation. No commitment fee shall be paid to any defaulting lender.

Calculation of Interest and Fees:

Other than calculations in respect of interest at the Base Rate (which shall be made on the basis of actual number of days elapsed in a 365/366 day year), all calculations of interest and fees shall be made on the basis of actual number of days elapsed in a 360-day year.

Cost and Yield Protection:

Customary for transactions and facilities of this type, including, without limitation, in respect of breakage or redeployment costs incurred in connection with prepayments, changes in capital adequacy and capital requirements or their interpretation, illegality, unavailability, reserves without proration or offset and payments free and clear of withholding or other taxes, except as required by applicable law (with appropriate gross-up for withholding taxes, subject to customary exceptions); provided that for all purposes of the Credit Documentation, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case, pursuant to Basel III, shall be deemed introduced or adopted after the Closing Date.

Letter of Credit Fees:

Letter of Credit fees equal to the Applicable Margin from time to time on LIBOR advances under the Revolving Credit Facility on a per annum basis will be payable quarterly in arrears and shared proportionately by the

Lenders under the Revolving Credit Facility. In addition, a fronting fee equal to 12.5 basis points per annum will be payable to the Issuing Bank for its own account, as well as reasonable customary issuance and documentary fees. Both the Letter of Credit fees and the fronting fees will be calculated on the amount available to be drawn under each outstanding Letter of Credit.

Maturity:

Term Facility: 7 years after the Closing Date.

Revolving Credit Facility: 5 years after the Closing Date.

Amendment and Extension:

The Credit Documentation shall provide the right of individual Lenders to agree in their sole discretion to extend the maturity of their loans and commitments under the Facilities upon the request of the Borrower Representative and without the consent of any other Lender (and as further described under “Waivers and Amendments” below).

Incremental Facilities:

The Credit Documentation will permit the Borrower Representative to add one or more incremental term loan facilities to the Facilities (each, an “Incremental Term Facility”) and/or increase commitments under the Revolving Credit Facility (any such increase, an “Incremental Revolving Facility”; the Incremental Term Facilities and the Incremental Revolving Facilities are collectively referred to as “Incremental Facilities”) in an aggregate amount of up to (a) $150,000,000 plus (b) an additional amount such that, in the case of this clause (b) only, after giving pro forma effect thereto (including use of proceeds), the Senior Secured Net Leverage Ratio (as defined below) does not exceed 2.75:1.00 (and, for purposes of the test in this clause (b) to include all such Incremental Facilities, assuming they were fully drawn, and whether or not secured and whether secured on a first-lien or junior basis (without netting the proceeds thereof), but excluding any substantially simultaneous debt incurrence pursuant to clause (a)) (it being understood that loans may be incurred under both clauses (a) and (b) above, and proceeds from any such incurrence under both clauses (a) and (b) above may be utilized in a single transaction by first calculating the incurrence under clause (b) above and then calculating the incurrence under clause (a) above and, for the avoidance of doubt, any such incurrence under clause (a) shall not be given pro forma effect for purposes of determining Senior Secured Net Leverage Ratio for purposes of effectuating the incurrence under clause (b) in such single transaction); provided that (i) no Lender will be required to participate in any such Incremental Facility, (ii) (x) no event of default (or, in the case of an Incremental Facility the proceeds of which will be used to finance a Permitted Acquisition (as defined below), no payment or bankruptcy event of default) exists or would exist after giving effect thereto and (y) the representations and warranties in the Credit Documentation shall be true and correct in all material respects (except to the extent already qualified by materiality or material adverse effect) (provided that any bring-down of representations and warranties shall be limited in the case of any Permitted Acquisition to customary “specified representations” and “acquisition agreement representations”), (iii) the maturity date of any such Incremental Term Facility shall be no earlier than the maturity date for the Term Facility, (iv) the weighted average life to maturity of any Incremental Term Facility shall be no shorter than the weighted average life

to maturity of the Term Facility, (v) the interest margins for the Incremental Term Facility shall be determined by the Borrower Representative and the lenders of the Incremental Term Facility; provided that in the event that the interest margins for any Incremental Term Facility incurred less than 18 months after the Closing Date are greater than the Applicable Margin for the Term Facility by more than 50 basis points, then the Applicable Margin for the Term Facility shall be increased to the extent necessary so that the interest margins for the Incremental Term Facility are not more than 50 basis points higher than the Applicable Margin for the Term Facility; provided, further, that in determining the interest margins applicable to the Term Facility and the Applicable Margins for the Incremental Term Facility, (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the applicable Borrower for the account of the Lenders of the Term Facility or the Incremental Term Facility in the primary syndication thereof shall be included (with OID being equated to interest based on the shorter of (i) the weighted average life to maturity of such loans and (ii) an assumed four-year life to maturity), (y) customary arrangement, structuring, underwriting, amendment or commitment fees payable solely to the Lead Arrangers (or their respective affiliates) in connection with the Term Facility or to one or more arrangers (or their affiliates) of the Incremental Term Facility shall be excluded, and (z) if the LIBOR or Base Rate floor for the Incremental Term Facility is greater than the LIBOR or Base Rate floor, respectively, for the existing Term Facility, the difference between such floor for the Incremental Term Facility and the existing Term Facility shall be equated to an increase in the Applicable Margin for purposes of this clause (v), (vi) each Incremental Facility may be secured by either a pari passu or junior lien on the Collateral (as hereinafter defined) securing the Facilities in each case on terms and pursuant to documentation reasonably satisfactory to the Administrative Agent, (vii) any Incremental Revolving Facility shall be on terms and pursuant to documentation applicable to the Revolving Credit Facility and any Incremental Term Facility shall be on terms and pursuant to documentation to be determined by the Borrower Representative and the lenders providing such Incremental Facility, provided that, to the extent such terms and documentation are not consistent with the Term Facility (except to the extent permitted by clause (iii), (iv) or (v) above), they shall be reasonably satisfactory to the Administrative Agent and (viii) subject to clause (vii) above, any Incremental Term Facility shall be on terms and pursuant to documentation to be agreed between the Borrower Representative and the applicable lenders providing the Incremental Term Facility; provided that to the extent such terms and documentation are not consistent with the Term Facility or the Revolving Credit Facility, as the case may be (except to the extent permitted above), such terms may, at the option of the Borrower Representative, be incorporated into the Credit Documentation to the extent all such terms are beneficial to all existing Lenders without further amendment requirements, including, for the avoidance of doubt, any increase in the Applicable Margin relating to the existing Term Facility to bring such Applicable Margin in line with the Incremental Term Facility to achieve fungibility with such existing Term Facility. The Borrower Representative shall seek commitments in respect of any Incremental Facility from existing Lenders or from additional banks, financial institutions and other institutional lenders reasonably

acceptable to the Administrative Agent who will become Lenders in connection therewith.

The Credit Documentation will permit the Borrower Representative to utilize availability under the Incremental Term Facilities to issue first or junior lien secured notes or junior lien loans (any such notes or loans (including notes issued through a private placement), “Incremental Equivalent Debt”), with the amount of such secured notes or loans reducing the aggregate principal amount available for the Incremental Term Facilities, subject to customary terms and conditions to be agreed; provided that, to the extent any Incremental Equivalent Debt is junior lien indebtedness, such indebtedness shall be permitted to be incurred as Incremental Equivalent Debt to the extent that after giving pro forma effect thereto (include use of proceeds) the Total Gross Leverage Ratio (as defined below) does not exceed 4.50:1.00 regardless of the Senior Secured Net Leverage Ratio then in effect.

Refinancing Facilities:

The Credit Documentation will permit the Borrower Representative to refinance loans under the Term Facility or commitments under the Revolving Credit Facility or loans or commitments under any Incremental Facility (each, “Refinanced Debt”) from time to time, in whole or part, with (x) one or more new term facilities (each, a “Refinancing Term Facility”) or new revolving credit facilities (each, a “Refinancing Revolving Facility”; the Refinancing Term Facilities and the Refinancing Revolving Facilities are collectively referred to herein as “Refinancing Facilities”), respectively, under the Credit Documentation with the consent of the Borrower Representative and the institutions providing such Refinancing Facility or (y) other than with respect to a refinancing of the Revolving Credit Facility, one or more series of unsecured notes or loans, notes secured by the Collateral on a pari passu basis with the Facilities or notes or loans secured by the Collateral on a subordinated basis to the Facilities, which will be subject to customary intercreditor terms reasonably acceptable to the Administrative Agent and the Borrower Representative (any such notes or loans, “Refinancing Notes” and together with the Refinancing Facilities, the “Refinancing Indebtedness”); provided that (i) any Refinancing Term Facility or Refinancing Notes consisting of term loans do not mature prior to the maturity date of, or have a shorter weighted average life than, the applicable Refinanced Debt consisting of term loans, (ii) any Refinancing Notes consisting of notes do not mature prior to the maturity date of the applicable Refinanced Debt or have any scheduled amortization, (iii) the commitments under any Refinancing Revolving Facility do not terminate prior to the termination date of the revolving commitments under the applicable Refinanced Debt, (iv) there shall be no issuers, borrowers or guarantors in respect of any Refinancing Indebtedness that are not a Borrower or a Guarantor, (v) any Refinancing Notes shall not contain any mandatory prepayment provisions (other than related to customary asset sale and change of control offers or events of default) that could result in prepayments of such Refinancing Notes prior to the maturity date of the applicable Refinanced Debt, (vi) the other terms and conditions of such Refinancing Indebtedness (excluding pricing, interest rate margins, rate floors, discounts, fees and prepayment or redemption provisions) shall either, at the option of the Borrower Representative, (x) with respect to Refinancing

Notes only, reflect market terms and conditions (taken as a whole) at the time of incurrence or issuance (as determined by the Borrower Representative) or (y) not be materially more favorable (when taken as a whole) to the lenders or investors providing such Refinancing Indebtedness than the terms of the applicable Refinanced Debt unless (1) the holders of the Refinanced Debt being replaced also receive the benefit of such terms or (2) any such provisions apply only after the maturity date of the Refinanced Debt and (vii) the proceeds of such Refinancing Facility or Refinancing Notes (a) shall not be in an aggregate principal amount greater than the aggregate principal amount of the applicable Refinanced Debt plus any fees, premiums, OID and accrued interest associated therewith, and costs and expenses related thereto and (b) shall be immediately applied to permanently prepay (or, in the case of a Refinancing Revolving Facility, replace) in whole or in part the applicable Refinanced Debt.

Documentation Principles:

The Credit Documentation:

(i)                                     will be negotiated in good faith within a reasonable time period to be determined based on the expected Closing Date and taking into account the timing of the syndication of the Facilities;

(ii)                                  be in such form that they do not impair the availability of the Term Facility by the Closing Date if the Funds Certain Provisions are satisfied;

(iii)                               will contain only those mandatory prepayments, representations, warranties, conditions to borrowing, affirmative, negative and financial covenants and events of defaults set forth herein, in each case applicable to the Borrowers and their restricted subsidiaries; and

(iv)                              will contain other terms and provisions substantially consistent with those contained in a documentation precedent (the “Documentation Precedent”) to be mutually agreed (as adjusted pursuant to terms of this section, the “Documentation Principles”), with such changes and modifications thereto (A) that reflect the terms and provisions set forth in the Commitment Letter, this Summary of Terms and Conditions and the “market flex” provisions of the Facilities Fee Letter, (B) that reflect changes in law or accounting standards and requirements of local law or to cure mistakes or defects, (C) that are reasonably agreed to by the Borrower Representative and the Lead Arrangers, (D) that are reasonably necessary to take into account the operational requirements and strategic requirements of the Borrowers and their restricted subsidiaries (after giving effect to the Transaction) in light of their size, industries, businesses and business practices, geographic location and operations, proposed business plan and financial model, (E) the jurisdiction of organization of the Borrowers and their restricted subsidiaries and (F) that reflect the customary operational and agency

provisions of the Administrative Agent.

For the avoidance of doubt, the Credit Documentation shall include customary EU bail-in provisions.

Scheduled Amortization:

Term Facility: Subject to quarterly amortization of principal equal to 0.25% per quarter of the original aggregate principal amount of the Term Facility, with the balance payable at final maturity of the Term Facility.

Revolving Credit Facility: None.

Mandatory Prepayments:

In addition to the amortization set forth above and the next paragraph, mandatory prepayments shall be required:

(i)             in an amount equal to 100% of the net cash proceeds of non-ordinary course asset sales or other dispositions (including insurance and condemnation proceeds) by the Borrowers or any of their restricted subsidiaries (other than a disposition among the Borrowers and any of their restricted subsidiaries), to the extent (A) such proceeds are not reinvested or committed to be reinvested in assets useful in the business of the Borrowers or any of their restricted subsidiaries within 12 months of receipt (provided that if so committed, such reinvestment shall in any case occur within 180 days following such twelve-month period) of the date of such disposition and (B) the aggregate amount of such proceeds that are not reinvested in accordance with clause (A) hereof exceeds $10,000,000 in any single transaction or related series of transactions;

(ii)          in an amount equal to 100% of net cash proceeds from the issuance or incurrence after the Closing Date of additional debt of any of the Borrowers or any of their restricted subsidiaries (other than (x) the Incremental Facilities and (y) any other debt permitted under the Credit Documentation other than Refinancing Indebtedness); and

(iii)       in an amount equal to 50.0% of Excess Cash Flow (to be defined in a manner consistent with the Documentation Principles) of the US Borrower and its restricted subsidiaries, on a consolidated basis, with step downs to 25% and 0% if the Total Net Leverage Ratio is less than 0.50x and 1.00x inside the Total Net Leverage Ratio on the Closing Date, respectively, in each case of clauses (i) - (iii), subject to the limitations set forth in the paragraph immediately following, such amounts shall be applied to scheduled installments of principal in the direct order of maturity.

Except as set forth in the following paragraph, prepayments of the Term Facility shall be applied on a pro rata basis across the US Term Facility and the Euro Term Facility.

All prepayments referred to immediately above are subject to there being no material adverse tax consequences and to permissibility (i) under local law (e.g., financial assistance, corporate benefit, restrictions on upstreaming of

cash intra-group and the fiduciary and statutory duties of directors or the relevant subsidiaries) and (ii) material constituent document restrictions and other material agreements (so long as any such prohibition is not created in contemplation of such prepayment), it being understood and agreed that if the payment of only one tranche of the Term Facility would trigger a material adverse tax consequence or be subject to a local law restriction then such payment shall be applied to the other tranche of the Term Facility on a non-pro rata basis.  The non-application of any prepayment amounts as a consequence of the foregoing provisions will not, for the avoidance of doubt, constitute a default or event of default, and such amounts shall be available to the Borrowers and their restricted subsidiaries, subject to terms and conditions substantially consistent with the Documentation Principles.

Any Lender may elect not to accept its pro rata portion of any mandatory prepayment as otherwise required by clauses (i), (ii) and (iii) immediately above (except with respect to the proceeds of Refinancing Facilities and Refinancing Notes) (each a “Declining Lender”). Any prepayment amount declined by a Declining Lender (“Declined Proceeds”) may be retained by the Borrowers and may be used by the Borrowers in any manner not prohibited by the Credit Documentation and any such retained amounts will not thereafter be counted as excess cash flow or net cash proceeds in any subsequent measurement period.

Optional Prepayments and Commitment Reductions:

The Facilities may be prepaid at any time in whole or in part without premium or penalty, upon written notice, at the option of the Borrower Representative, together with accrued and unpaid interest thereon, to the date of prepayment, except (x) that any prepayment of LIBOR advances other than at the end of the applicable interest periods therefor shall be made with reimbursement for any funding losses and redeployment costs of the Lenders resulting therefrom and (y) as set forth in “Repayment Premium” below. Each optional prepayment of the Term Facility shall be applied as directed by the Borrower Representative. The unutilized portion of any commitment under the Revolving Credit Facilities may be reduced permanently or terminated by the Borrower Representative at any time without penalty.

Repayment Premium:

In the event that all or any portion of the Term Facility is (i) repaid, prepaid, refinanced or replaced or (ii) repriced or effectively refinanced through any waiver, consent or amendment (in each case, in connection with any waiver, consent or amendment to the Term Facility directed at, or the result of which would be, the lowering of the effective interest cost or the weighted average yield of the Term Facility or the incurrence of any term facility having an effective interest cost or weighted average yield that is less than the effective interest cost or weighted average yield of the Term Facility (or portion thereof) so repaid, prepaid, refinanced, replaced or repriced (other than a refinancing of the Term Facility in connection with any transaction that would, if consummated, constitute a change of control) (a “Repricing Transaction”)) occurring on or prior to the date that is six months after the Closing Date, such repayment, prepayment, refinancing, replacement or repricing will be made at 101.0% of the principal amount so repaid, prepaid, refinanced, replaced or repriced (it being understood and agreed that the US Borrower shall be responsible for the repayment premium of 1.0%). If all or

any portion of the Term Facility held by any Lender is repaid, prepaid, refinanced or replaced pursuant to a “yank-a-bank” or similar provision in the Credit Documentation as a result of, or in connection with, such Lender not agreeing or otherwise consenting to any waiver, consent or amendment referred to in clause (ii) above (or otherwise in connection with a Repricing Transaction), such repayment, prepayment, refinancing or replacement will be made at 101.0% of the principal amount so repaid, prepaid, refinanced or replaced (it being understood and agreed that the US Borrower shall be responsible for the repayment premium of 1.0%). Notwithstanding the foregoing, no prepayment premium shall apply in the case of any repayment, prepayment, refinancing, replacement or amendment if in connection with a change of control or any acquisition or transaction not otherwise permitted under the Credit Documentation.

Security:

Subject to the Funds Certain Provisions and the provisions of the immediately following paragraphs (the provisions set forth in the immediately following paragraphs, collectively, the “Security Principles”), the obligations of each US Loan Party and each Euro Loan Party shall be secured by valid and perfected first priority (subject to certain exceptions to be set forth in the Credit Documentation) liens on and security interests in all of the following (collectively, the “Collateral”):

(a)                                 (i) with respect to the US Obligations, a pledge of the capital stock of the Material Subsidiaries directly held by each US Loan Party but limited in the case of (A) capital stock of each Foreign Subsidiary that is a Material Subsidiary, (B) any direct or indirect subsidiary substantially all the assets of which consist of the capital stock and, if applicable, indebtedness of one or more CFCs (as defined below) and/or one or more CFC Holdcos (such entity, a “CFC Holdco”) and (C) Disregarded Domestic Persons (as defined below), to 65% of the voting capital stock and 100% of the non-voting capital stock of any such first tier Foreign Subsidiary, CFC, CFC Holdco or Disregarded Domestic Person, as applicable, and excluding the capital stock of Constellation Int’l Trading C.V. and Constellation Int’l Investment C.V., provided, however, that, as determined by the Administrative Agent, in lieu of a pledge of the stock of a domestic CFC Holdco or Disregarded Domestic Person, the Collateral shall include a pledge of the capital stock of each direct Subsidiary of the CFC Holdco or Disregarded Domestic Person subject to the limitations of (A), (B) and (C), and (ii) with respect to the Euro Obligations, a pledge of the capital stock of each restricted subsidiary (including, in the case of companies organized as a limited partnership (Kommanditgesellschaft), a pledge of the capital stock of the respective general partner) organized in a Material Jurisdiction directly held by each US Loan Party and each Euro Loan Party but limited in the case of any Foreign Subsidiary, CFC, CFC Holdco or Disregarded Domestic Person directly held by a US Loan Party, to 65% of the voting capital stock and 100% of the non-voting capital stock of any such Foreign Subsidiary, CFC, CFC Holdco or Disregarded Domestic Person, as applicable, it being understood and agreed that the Collateral with respect to the Euro Obligations shall,

in any event, include a pledge of 100% of the capital stock of the Euro Borrower and each Euro Guarantor, excluding the U.S. Borrower; Constellation Investments, Inc. (65%); Constellation Int’l Finance C.V. (65%); Constellation Int’l Trading C.V. (66% held by Constellation Int’l Finance C.V.); Constellation Int’l, LLC (65%); Constellation Canada, Inc. (65%); Constellation (Thailand) Co., Ltd. (65%); Constellation Finland Oy (65%); Constellation Asia, Inc. (65%); Constellation Int’l Investment C.V. (99.9% held by Constellation Int’l Trading C.V.); Rembrandt Oy (65%); Rembrandt Technologies Europe S.L. (65%); Rembrandt Canada Ltd. (65%); Rembrandt Europe NV (65%); provided that following implementation of a post-Acquisition restructuring, the foregoing exclusions from a 100% pledge of capital stock shall not apply to any Foreign Subsidiary that is 100% owned by one or more Foreign Subsidiaries that are corporations for US federal income tax purposes (ignoring any Domestic Subsidiaries that are disregarded for US federal income tax purposes and owned by a Foreign Subsidiary);

(b)                                 all present and future debt owed to a Borrower or any Guarantor (other than debt owed to a US Loan Party by a CFC Holdco, a Disregarded Domestic Person, any Foreign Subsidiary and any US Subsidiary that is a subsidiary of a Foreign Subsidiary);

(c)                                  all of the present and future property and assets, real and personal, of each Borrower and each Guarantor, including, but not limited to, machinery and equipment, inventory and other goods, accounts receivable, material fee-owned real estate, fixtures, bank accounts (subject to certain customary exceptions), general intangibles, financial assets, investment property, license rights, patents, trademarks, trade names, copyrights, other intellectual property and other general intangibles, chattel paper, insurance proceeds, contract rights, hedge agreements, documents, instruments, indemnification rights, tax refunds and cash; and

(d)                                 all proceeds and products of the property and assets described in clauses (a), (b) and (c) above.

For the avoidance of doubt, the pledge of a portion of an entity’s capital stock with respect to both the US Obligations and the Euro Obligations shall be deemed to refer to the same capital stock. The parties will cooperate in good faith in a manner consistent with the Security Principles (taking into account any applicable tax laws) with respect to any pledges of capital stock. The Collateral shall ratably secure the relevant party’s obligations in respect of the Facilities, any interest protection or other hedging arrangements with a Lender or an affiliate of a Lender and treasury management agreements with a Lender or an affiliate of a Lender.

All the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation reasonably satisfactory to the Borrower Representative and the Administrative Agent, and none of the

Collateral shall be subject to any other pledges, security interests or mortgages, subject to exceptions to be agreed upon. Assets will be excluded from the Collateral in circumstances to be agreed and in circumstances where the Administrative Agent reasonably determined in consultation with the Borrower Representative that the cost of obtaining a security interest in such assets is excessive in relation to the value afforded thereby. In addition, the Administrative Agent shall not have any right to require any US Loan Party to take any steps to perfect by control any security interest noted herein in deposit, securities or commodities accounts.

Notwithstanding anything to the contrary in the Commitment Letter or any Annex thereto, the Collateral shall exclude the following:

(i)                                     (x) motor vehicles and other assets subject to certificates of title, (y) letter of credit rights and (z) commercial tort claims with a value of less than an amount to be agreed;

(ii)                                  pledges and security interests (including in respect of interests in partnerships, joint ventures and other non-wholly owned entities) to the extent prohibited by law, rule, regulation or prohibited by agreements containing anti-assignment clauses not overridden by the Uniform Commercial Code or other applicable law (such as the German Commercial Code (Handelsgesetzbuch)) other than proceeds and receivables thereof;

(iii)                               all fee owned real property with a fair market value of less than $5,000,000 and all leasehold interests;

(iv)                              intent to use trademark or service mark applications;

(v)                                 equity interests in any person other than wholly owned subsidiaries to the extent not permitted by the terms of such subsidiary’s organizational or joint venture documents;

(vi)                              any lease, license or other agreement or any property subject to a purchase money security interest, capital lease obligation or similar arrangements, in each case, to the extent permitted under the Credit Documentation to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement, purchase money, capital lease or a similar arrangement or create a right of termination in favor of any other party thereto (other than any Loan Party) or otherwise give rise to any consent rights of any such other party or result in a default, in each case, after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under applicable law notwithstanding such prohibition;

(vii)                           those assets as to which the Borrower Representative and the Administrative Agent reasonably determine results in a material

adverse tax consequence to the Borrower as reasonably determined by the Borrower;

(viii)                        with respect to the US Obligations, any assets owned by a CFC Holdco, Disregarded Domestic Person, CFC, Foreign Subsidiary or US Subsidiary that is owned by a Foreign Subsidiary;

(ix)                              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 (in each case, except to the extent such prohibition is unenforceable after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law)) other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code or other applicable law notwithstanding such prohibition;

(x)                                 zero balance accounts, payroll accounts, withholding and trust accounts, tax accounts, escrow or other fiduciary accounts located in the United States and other accounts customarily excluded in the other Material Jurisdictions;

(xi)                              margin stock;

(xii)                           other customary exclusions under applicable local law or in applicable local jurisdictions;

(xiii)                        any intellectual property possessed by a US Loan Party which cannot be perfected by the filing of a UCC-1 financing statement and/or the filing of a short form intellectual property security agreement in either the United States Copyright Office or the United States Patent and Trademark Office;

(xiv)                       any assets located in Non-Material Jurisdictions; and

(xv)                          other exceptions to be agreed.

For purposes of the Credit Documentation, (a) “CFC” means a “controlled foreign corporation” within the meaning of Section 957 of the Internal Revenue Code, as amended and (b) “Disregarded Domestic Person” means any direct or indirect domestic subsidiary of the US Borrower that (i) is a disregarded entity or partnership for U.S. federal income tax purposes and (ii) has one or more directly owned (or owned through another Disregarded Domestic Person) Foreign Subsidiaries that are CFCs.

Conditions Precedent to Closing:

Limited to those conditions specified in (a) paragraph 5 of the Commitment Letter and (b) Annex II to the Commitment Letter.

Conditions Precedent to Each Borrowing Under

Each borrowing or issuance or renewal of a Letter of Credit under the Facilities following the Closing Date will be subject to satisfaction of the

the Facilities following the Closing Date:

following conditions precedent: (i) delivery of prior written notice of borrowing, (ii) all of the representations and warranties in the Credit Documentation shall be true and correct in all material respects as of the date of such extension of credit (except to the extent already qualified by materiality or material adverse effect and except to the extent such representation and warranty specifically relates to an earlier date) and (iii) no default or event of default under the Credit Documentation shall have occurred and be continuing or would result from such extension of credit.

Representations and Warranties:

Only the following representations and warranties shall apply (to be applicable to the Borrowers and their restricted subsidiaries), subject to customary and other exceptions and qualifications to be agreed consistent with the Documentation Principles: (i) existence, qualification and power; (ii) authorization, and non-contravention; (iii) government authorization and other consents; (iv) binding effect; (v) accuracy of financial statements in all material respects; (vi) no material adverse effect; (vii) litigation; (viii) no default; (ix) ownership of properties and liens; (x) environmental compliance; (xi) insurance; (xii) taxes; (xiii) ERISA compliance; (xiv) subsidiaries; (xv) Federal Reserve margin regulations and Investment Company Act; (xvi) disclosure; (xvii) compliance with laws (including OFAC, FCPA, U.S.A. PATRIOT Act and other anti-terrorism laws); (xviii) priority and perfection of security interests in Collateral (subject to permitted liens and other exceptions to be agreed); (xix) closing date solvency (defined in a manner consistent with (i) the Solvency Certificate (as defined in Annex II hereto) and (ii) the German insolvency law based on sections 17 through 19 of the German Insolvency Code, respectively); (xx) equity interests and ownership; (xxi) intellectual property (xxii) use of proceeds; (xxiii) business locations, taxpayer identification number; and (xxiv) COMI.

Covenants:

Only the following covenants shall apply (to be applicable to the Borrowers and their restricted subsidiaries), subject to customary and other exceptions, qualifications, thresholds and baskets to be agreed consistent with the Documentation Principles:

(a)                                 Affirmative Covenants: (i) delivery of annual consolidated financial statements within the later of 90 days after the end of each fiscal year and 5 days after the date on which such financial statements are required to be filed under the rules and regulations of the SEC (after giving effect to any permitted extensions), delivery of quarterly consolidated financial statements within the later of 45 days after the end of each of the first three fiscal quarters of each fiscal year and 5 days after the date on which such financial statements are required to be filed under the rules and regulations of the SEC (after giving effect to any permitted extensions); (ii) at the time of delivery of the financial statements referenced in clause (i) above, compliance certificates; other reasonably requested information regarding the operations, business affairs and financial condition of the Borrowers and their restricted subsidiaries or compliance with the terms of the Credit Documentation; (iii) delivery of notification of default and material litigation; (iv) payment of obligations; (v) preservation of existence (subject to merger, acquisition, consolidation,

amalgamation, dissolution and disposition not prohibited by the Credit Documentation); (vi) maintenance of properties (subject to casualty, condemnation and normal wear and tear and dispositions not prohibited by the Credit Documentation); (vii) maintenance of customary insurance (with ability to self-insure for healthcare matters); (viii) compliance with laws and material obligations; ERISA compliance; (ix) maintenance of books and records; (x) right of the Administrative Agent to inspect property, books and records (limited to once per year, unless an event of default has occurred and is continuing); (xi) use of proceeds; (xii) joinder of subsidiaries as guarantors (subject to the limitations set forth under the caption “Guarantors”); (xiii) pledge of capital stock and other property (subject to the limitations set forth under the caption “Security”); (xiv) further assurances in respect of collateral matters; (xv) commercially reasonable efforts to maintain ratings (but not a specific rating); (xvi) environmental compliance; (xvii) COMI; (xviii) use of proceeds; and (xiv) entering into and maintain domination and/or profit and loss sharing agreement (Beherrschungs- und/oder Gewinnabführungsvertrag) with the (i) Euro Borrower by subsidiaries of the Euro Borrower that are German subsidiaries or (ii) direct holding companies of such German subsidiaries.

(b)                                 Negative Covenants: Restrictions on:

(i)                                     liens (it being agreed that the negative covenant on liens will permit (A) liens securing the Facilities and any Incremental Facilities, (B) liens securing Refinancing Debt, Incremental Equivalent Debt, in each case, subject to an intercreditor agreement reasonably satisfactory to the Administrative Agent, and debt incurred pursuant to clauses (iii)(B), (E) and (F) below,  (C) liens on assets of a restricted subsidiary which is not a Loan Party, (D) a general lien basket in an amount equal to the greater of (i) $50,000,000 and (ii) a Corresponding Percentage of Consolidated Total Assets (as defined below), (E) liens on assets existing at the time such assets were acquired to the extent, in the case of this clause (E), such liens do not extend to assets other than the assets so acquired and such liens were not effected in contemplation of such acquisition, (F) liens existing on the Closing Date, (G) liens on the US Borrower’s Santa Clara, California facility securing debt incurred pursuant to clause (iii)(I) below; provided that the US Borrower receives net proceeds of such financing in an amount equal to at least 40% of the fair market value of such property and all such net proceeds are used to prepay the Term Facility and (H) permitted refinancing liens of any liens that were permitted when incurred;

(ii)                                  investments (it being agreed that the negative covenant on investments will permit (A) investments under the Available

Amount Basket (as defined below) (subject to the restrictions set forth therein), (B) additional investments, so long as (x) no event of default shall have occurred and be continuing or would result therefrom and (y) on a pro forma basis, the Total Net Leverage Ratio shall be equal to or less than 2.50:1.00, (C) Permitted Acquisitions (as defined below), (D) intercompany investments; provided that (x) in the case of such investments by US Loan Parties in foreign Loan Parties, such investments do not exceed $200,000,000 at any time (excluding any such investments in a “Foreign Loan Party” (defined herein as a Euro Loan Party other than a US Loan Party) to the extent the proceeds of such investment are invested by such Foreign Loan Party in a non-Loan Party), and (y) in the case of such investments by Loan Parties in non-Loan Parties, such investments do not exceed $100,000,000 at any time, (E) intercompany investments in unrestricted subsidiaries and joint ventures in an amount equal to the greater of (i) $30,000,000 and (ii) a Corresponding Percentage of Consolidated Total Assets, (F) re-organizations and other activities related to tax planning and re-organization set forth in a schedule to the Credit Documentation to be agreed, so long as, after giving effect thereto, the Borrower remains in compliance with the Guarantor Coverage Test, (G) the Transaction, (H) investments existing on the Closing Date, (I) a general investment basket in an amount equal to the greater of (i) $50,000,000 and (ii) a Corresponding Percentage of Consolidated Total Assets, (J) investments of a restricted subsidiary acquired after the Closing Date or of an entity merged into a Borrower or a restricted subsidiary after the Closing Date to the extent such investments were not made in contemplation of or in connection with such acquisition, merger, consolidation or amalgamation and were in existence on the date of such acquisition, merger, consolidation or amalgamation, (K) investments by any US Loan Party in any other US Loan Party, by any Euro Loan Party in any other Euro Loan Party and by any Euro Loan Party in any US Loan Party and (L) investments by any non-Loan Party in any other non-Loan Party or in any Loan Party;

debt shall not mature prior to date that is 180 days after the maturity date of, or have a shorter weighted average life than, the Term Facility, in each case in effect at the time the indebtedness was incurred, (C) indebtedness existing on the Closing Date and any permitted refinancing thereof, subject to certain conditions to be agreed, (D) intercompany indebtedness (subject to the limitations set forth in the investments covenant), (E) indebtedness of restricted subsidiaries which are not Loan Parties in an amount equal to the greater of (i) $50,000,000 and (ii) a Corresponding Percentage of Consolidated Total Assets, (F) a capital lease and purchase money debt basket in an amount equal to the greater of (i) $50,000,000 and (ii) a Corresponding Percentage of Consolidated Total Assets, (G) a general unsecured debt basket in an amount equal to the greater of (i) $75,000,000 and (ii) a Corresponding Percentage of Consolidated Total Assets, (H) any interest rate hedges consistent with those permitted by the Borrower’s foreign exchange risks policy delivered to the Lead Arrangers prior to the date of the Commitment Letter and any amendments thereto reasonably acceptable to the Administrative Agent), (I) the mortgage financing of the Borrower’s Santa Clara, California facility, so long as the proceeds of such indebtedness are used to prepay the Term Facility and (J) permitted refinancing indebtedness; provided that notwithstanding the forgoing exceptions the aggregate amount of all debt of non-Loan Parties incurred pursuant to clauses (iii)(B), (E) and (G) above shall not exceed the greater of (i) $75,000,000 and (ii) a Corresponding Percentage of Consolidated Total Assets;

(iv)                              mergers and dissolutions (it being agreed that the negative covenant on mergers and dissolutions will permit (A) Permitted Acquisitions and other permitted investments (including any merger, consolidation or amalgamation in order to effect such Permitted Acquisition or other permitted investment), (B) intercompany mergers, consolidations and amalgamations subject to certain limitations to be agreed, (C) dissolutions or changes in form if the Borrower Representative determines in good faith that such dissolution or change in form is in its best interests and is not materially disadvantageous to the Lenders and (D) certain other transactions to be mutually agreed);

(v)                                 dispositions of assets (it being agreed that the negative covenant on dispositions of assets will permit (A) sales of assets in the ordinary course of business and immaterial assets, (B) asset swaps, (C) dispositions of non-Collateral assets, subject to certain limitations to be agreed, (D) dispositions of non-core assets acquired in connection with a Permitted Acquisition or other permitted investment,

(E) dispositions of obsolete, worn out, uneconomical, negligible or surplus assets or assets no longer useful in the business, (F) intercompany transfers, (G) dispositions of receivables and related assets in a factoring, receivables or securitization facility, (H) dispositions of any other assets on an unlimited basis  for fair market value (as determined by the Borrower Representative in good faith) so long as (x) with respect to dispositions in excess of $10,000,000, at least 75% of the consideration consists of cash or Cash Equivalents (as defined below) (subject to customary and agreed upon exceptions to the cash consideration requirement, including a basket in an amount to be mutually agreed for non-cash consideration that may be designated as cash consideration) and, if in excess of $10,000,000, is subject to the terms set forth in the mandatory prepayment requirements (including the reinvestment provisions) in the Credit Documentation, (I) sale and leaseback transactions, (J) dispositions of cash or cash equivalents in the ordinary course of business, (K) dispositions of defaulted receivables in the ordinary course of business and not as part of an accounts receivables financing, (L) dispositions or abandonment of intellectual property of the Borrowers and their restricted subsidiaries determined in good faith by the management of the Borrower Representative to be no longer useful or necessary in the operation of the business of the Borrowers and their restricted subsidiaries and (M) leases, licenses, or subleases or sublicenses of any real or personal property in the ordinary course of business;

(vi)                              dividends, stock repurchases and redemptions of equity interests (“Restricted Payments”) (it being agreed that the negative covenant on Restricted Payments will permit (A) Restricted Payments under the Available Amount Basket (subject to the restrictions set forth therein), (B) a basket for stock repurchases and redemptions in a dollar amount to be agreed, (C) additional Restricted Payments, so long as (x) no event of default shall have occurred and be continuing or would result therefrom and (y) on a pro forma basis, the Total Net Leverage Ratio shall be equal to or less than 2.25:1.00), (D) any Subsidiary of the Borrower Representative to pay dividends and make distributions to the holders of its equity interests (including any securities convertible into or exchangeable for equity interests and all warrants, options or other rights to purchase, subscribe for or otherwise acquire the foregoing or equity interests), (E) Restricted Payments in connection with the Transaction and (F) other Restricted Payments in a dollar amount to mutually be agreed;

(viii)                        change in fiscal year;

(ix)                              transactions with affiliates;

(x)                                 use of proceeds;

(xi)                              prepaying, redeeming or repurchasing subordinated or junior lien debt (“Restricted Debt Payments”) (it being agreed that the Credit Documentation will allow (A) Restricted Debt Payments under the Available Amount Basket (subject to the restrictions set forth therein), (B) additional Restricted Debt Payments, so long as (x) no event of default shall have occurred and be continuing or would result therefrom and (y) on a pro forma basis, the Total Net Leverage Ratio shall be equal to or less than 2.50:1.00), (C) refinancings with permitted indebtedness, (D) payment of (x) regularly scheduled interest and fees due and other non-principal payments and (y) any mandatory prepayment of principal, interest and fees and principal on the scheduled maturity date (subject, in each case, to an intercreditor agreement or other applicable subordination agreement), (E) the conversion or exchange of subordinated or junior lien debt to equity interests of the US Borrower, (F) intercompany Restricted Debt Payments and (G) other Restricted Debt Payments in an amount to be mutually agreed;

Among other things, the Credit Documentation will permit (a) acquisitions (each, a “Permitted Acquisition”) subject to (i) no event of default under the Facilities at the time of consummation of the Permitted Acquisition or resulting therefrom or, if consummated using the proceeds of an Incremental Facility, at the time of execution of the definitive agreement governing such Permitted Acquisition if agreed by the Lenders providing such Incremental Facility, (ii) the acquired entity and its subsidiaries becoming Guarantors to the extent required under “Security” above, subject to a basket to be agreed to permit acquisitions of non-Guarantors, (iii) the acquisition being approved by the board of directors, or other governing body, of the target and (iv) the acquired entity or assets being in the same, related, complimentary or

ancillary line of business as the Borrowers and their subsidiaries, (b) an “Available Amount Basket”, which may be used for certain investments, Restricted Payments and Restricted Debt Payments subject to limitations to be agreed (including, without limitation, with respect to (x) Restricted Payments, on a pro forma basis, the Total Net Leverage Ratio being equal to or less than 2.50:1.00 and (y) Restricted Debt Payments, on a pro forma basis, the Total Net Leverage Ratio being equal to or less than 2.75:1.00) and be based on the retained portion of Excess Cash Flow (which in no event shall be less than zero) with an initial basket of $50,000,000 and (c) (x) reorganizations and other activities related to tax planning and reorganization or otherwise to achieve synergies, in each case, as set forth on a schedule to the Credit Documentation (such schedule to be provided by Borrower and deemed acceptable so long as of the date of the Credit Documentation, on a pro forma basis, after giving effect to the actions contemplated thereby (and assuming all required Guarantors have become Guarantors as of such date), the Guarantor Coverage Test would be met and the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired), and (y) such other actions to achieve synergies in connection with the Acquisition, provided after giving effect to such actions the Guarantor Coverage Test would be met and the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired.

“Corresponding Percentage of Consolidated Total Assets” means, with respect to any dollar basket, the amount of such dollar basket divided by the initial consolidated total assets of the Borrowers and their restricted subsidiaries giving effect to the Transaction, expressed as a percentage.

Financial Covenant:

Limited to the following (applicable each Borrower and its restricted subsidiaries):

Term Facility:  None.

Revolving Facility:  Senior Secured Net Leverage Ratio to be set at a level to be agreed (the “Financial Covenant”), commencing with the first full fiscal quarter after the Closing Date to be tested on the last day of each fiscal quarter.  The Financial Covenant shall be set with a cushion of 30% (rounded in a manner to be mutually agreed) off Consolidated EBITDA set forth in the model projections delivered to the Lead Arrangers prior to the date of the Commitment Letter.

“Consolidated EBITDA” shall be defined in a manner consistent with the Documentation Precedent; provided that the aggregate amount of all net cost savings, operating expense reductions, other operating improvements and acquisition synergies in good faith projected to be realized during such period (collectively, the “Synergies”) shall not exceed 20% of Consolidated EBITDA.

policy delivered to the Lead Arrangers prior to the date of the Commitment Letter and any amendments thereto reasonably acceptable to the Administrative Agent) of the Borrowers and the Guarantors to (b) Consolidated EBITDA for the most recently ended four-fiscal quarter period for which financial statements are available.

“Senior Secured Net Leverage Ratio” means, as of any date of determination, the ratio of (a)(i) Total Funded Senior Secured Indebtedness as of such date, less (ii) all unrestricted cash and Cash Equivalents of the Borrowers and the Guarantors to (b) Consolidated EBITDA for the most recently ended four-fiscal quarter period for which financial statements are available.

Unrestricted Subsidiaries:

The Credit Documentation will contain provisions pursuant to which, subject to customary limitations on investments, loans, advances to, and other investments in, unrestricted subsidiaries, the Borrower Representative will be

permitted to designate any existing or subsequently acquired or organized subsidiary as an “unrestricted subsidiary” and, in each case, subsequently re-designate any such unrestricted subsidiary as a “restricted subsidiary” so long as, after giving effect to any such designation or re-designation, (i) no event of default shall have occurred and be continuing or would result from any such designation and (ii) the Borrowers shall be in pro forma compliance with the Financial Covenant. Unrestricted subsidiaries will not be subject to the mandatory prepayment, representation and warranty, affirmative or negative covenant or event of default provisions of the Credit Documentation, and the cash held by, results of operations, indebtedness and interest expense of unrestricted subsidiaries will not be taken into account for purposes of determining any financial ratio or covenant contained in the Credit Documentation. The designation of any subsidiary as an unrestricted subsidiary after the Closing Date shall constitute an investment by the relevant Borrower or its subsidiary (as applicable) at the date of designation in an amount equal to the fair market value of the Borrower’s or its subsidiaries’ (as applicable) investment therein.

Events of Default:

Only the following events of default shall apply (to be applicable to the Borrowers and their restricted subsidiaries), with grace periods, baskets and materiality to be agreed consistent with the Documentation Principles: (i) nonpayment of principal; nonpayment of interest with a grace period of three business days and nonpayment of fees or other amounts with a grace period of five business days; (ii) any representation or warranty proving to have been inaccurate in any material respect when made or confirmed; (iii) failure to perform or observe covenants set forth in the Credit Documentation (subject, in the case of certain affirmative covenants, to a grace period of 30 days); (iv) cross-defaults to other indebtedness in an amount to be agreed; (v) bankruptcy, insolvency defaults (with a 60 day grace period for involuntary proceedings in case of US Loan Parties and customary grace periods in other jurisdictions) and, in case of the Euro Loan Parties, is illiquid (zahlungsunfähig) pursuant to section 17 of the German Insolvency Code, imminent illiquid (drohend zahlungsunfähig) pursuant to Section 18 of German Insolvency Code or over-indebted (überschuldet) pursuant to Section 19 of German Insolvency Code; (vi) monetary judgment defaults to the extent not covered by indemnities or insurance above an amount to be agreed; (vii) invalidity of guarantees or other loan documents; (viii) change of control; and (ix) ERISA defaults.

Notwithstanding the foregoing and the provisions under “Waivers and Amendments” below, (i) only Lenders holding at least a majority of the Revolving Loan commitments and Revolving Loans shall have the ability to amend the Financial Covenant, waive a breach of the Financial Covenant or accelerate the Revolving Credit Facility and (ii) a breach of the Financial Covenant shall not constitute an event of default with respect to the Term Facility or trigger a cross-default under the Term Facility until the date on which the Revolving Loans (if any) have been accelerated or the Revolving Loan commitments have been terminated, in each case, by the Lenders in accordance with the terms of the Revolving Credit Facility.

Assignments and

Each Lender will be permitted to make assignments (except to Disqualified

Participations:

Institutions) in minimum amounts to be agreed to other entities approved by (x) the Administrative Agent (y), so long as no payment or bankruptcy event of default has occurred and is continuing, the Borrower Representative, and (z) with respect to commitments under the Revolving Credit Facility, the Swingline Lender and the Issuing Bank, each such approval not to be unreasonably withheld or delayed; provided, however, that (i) no approval of the Borrower Representative shall be required in connection with assignments to other Lenders or any of their affiliates, (ii) the Borrower Representative shall be deemed to have given consent to an assignment if it shall have failed to respond to a written notice thereof within ten business days and (iii) no approval of the Administrative Agent shall be required in connection with assignments (x) under the Term Facility to other Lenders or any of their affiliates or approved funds or (y) under the Revolving Credit Facility to other Lenders under the Revolving Credit Facility or any of their affiliates or approved funds. Each Lender will also have the right, without consent of the Borrower Representative or the Administrative Agent, to assign as security all or part of its rights under the Credit Documentation to any Federal Reserve Bank.

Lenders will be permitted to sell participations (except to Disqualified Institutions, if the list of Disqualified Institutions has been provided to all Lenders) with voting rights (a) limited to matters in respect of (i) increases in commitment amount of such participant, (ii) reductions of principal, interest or fees payable to such participant, (iii) extension of scheduled maturities or times for payment of amounts payable to such participant and (iv) releases of all or substantially all of the Collateral or value of the guarantees and (b) for clarification purposes, which shall not include the right to vote on waivers of defaults or events of default and the sale of such participations shall not require the approval of the Borrower Representative or the Administrative Agent.

An assignment fee in the amount of $3,500 will be charged with respect to each assignment unless waived by the Administrative Agent in its sole discretion.

Notwithstanding anything herein or in the Credit Documentation to the contrary, (i) in the case that after the date of the Commitment Letter the Borrower Representative supplements the list of Disqualified Institutions, such supplement from the Borrower Representative may not retroactively disqualify any person that previously acquired an assignment or participation in the Facilities and (ii) the Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions.  Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or participant or prospective Lender or participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of loans, or disclosure of confidential information, to, or the restrictions on any exercise of rights or remedies of, any Disqualified Institution.

Subject to the Documentation Principles, assignments of loans under the Term Facility to the Borrowers or any of their subsidiaries shall be permitted subject to satisfaction of conditions to be set forth in the Documentation Precedent.

Waivers and Amendments:

Amendments and waivers of the provisions of the Credit Documentation will require the approval of Lenders holding loans and commitments representing more than 50% of the aggregate advances and commitments under the Facilities (the “Required Lenders”), except that (a) the consent of each Lender directly and adversely affected thereby will also be required with respect to, among other things, (i) increases in commitment amount of such Lender (it being understood that a waiver of any condition precedent or the waiver of any default or mandatory prepayment shall not constitute an increase in any commitment of any Lender), (ii) reductions of principal, interest, or fees payable to such Lender (other than waivers of default interest, a default or an event of default or mandatory prepayment); provided that any change in the definitions of any ratio used in the calculation of any rate of interest or fees (or the component definitions) shall not constitute a reduction in any rate of interest or fees, (iii) extensions of scheduled maturities or times for payment of amounts payable to such Lender (it being understood and agreed that the waiver of any mandatory prepayment, default interest, default or event of default shall only require the consent of the Required Lenders), (iv) releases of all or substantially all of the Collateral or value of the guarantees (other than in connection with permitted asset sales, dispositions, mergers, liquidations or dissolutions or as otherwise permitted), (v) changes that impose any restriction on the ability of such Lender to assign any of its rights or obligations, (vi) the definition of Required Lenders, (vii) pro rata/sharing provisions and (viii) re-denominations of currency and (b) tranche voting will be required for certain matters.

Subject to the Documentation Principles, the Credit Documentation shall contain defaulting lender provisions and “yank-a-bank” provisions substantially consistent with the Documentation Precedent.

If the Administrative Agent and the Borrower Representative shall have jointly identified an obvious error or any error or omission of a technical nature in the Credit Documentation, then the Administrative Agent and the Borrower Representative shall be permitted to amend such provision without further action or consent of any other party so long as the Required Lenders do not object thereto within 10 business days following receipt of notice thereof.

Notwithstanding anything to the contrary set forth herein, the Credit Documentation shall provide that the Borrower Representative may at any

time and from time to time request that all or a portion of any loans under the Facilities be converted to extend (i) the scheduled maturity date of any payment of principal with respect to all or a portion of any principal amount of such loans and (ii) the scheduled termination date of any commitments pursuant to the Revolving Credit Facility (any such loans which have been so converted, “Extended Loans”) and upon such request of the Borrower Representative any individual Lender shall have the right to agree to extend the maturity date of its outstanding loans or the termination date of its commitments without the consent of any other Lender; provided that all such requests shall be made pro rata to all Lenders within the applicable Facility. The terms of Extended Loans shall be identical to the loans of the existing class from such Extended Loans are converted except for interest rates, fees, amortization, final maturity date or final termination date, provisions requiring optional and mandatory prepayments to be directed first to the non-extended loans prior to being applied to Extended Loans and certain other customary provisions to be agreed.

Indemnification:

The Borrowers will indemnify the Administrative Agent, the Lead Arrangers, each Swingline Lender and Issuing Bank, and the Lenders and their respective affiliates, and the officers, directors, employees, affiliates, agents, advisors and controlling persons of the foregoing (each an “Indemnified Person”), and hold them harmless from and against all costs, expenses (including, without limitation, reasonable fees, disbursements and other charges of counsel) and liabilities of any such Indemnified Person arising out of or relating to any claim or any litigation or other proceeding (regardless of whether any such Indemnified Person is a party thereto or whether such claim, litigation, or other proceeding is brought by a third party or by the Borrowers or any of its affiliates, creditors or shareholders) that relate to the Credit Documentation, provided that no Indemnified Person will be indemnified for any cost, expense or liability (x) to the extent determined by a court of competent jurisdiction in a final non-appealable judgment to have resulted from the gross negligence, bad faith, willful misconduct of such Indemnified Person or any of such Indemnified Person’s controlled or controlling affiliates or any of its or their respective officers, directors, employees, agents, advisors or controlling persons, (y) arising from a material breach of such Indemnified Person’s (or any of their respective affiliates, successors and assigns and the officers, directors, employees, agents, advisors and controlling persons) obligations under the definitive loan documentation (as determined by a court of competent jurisdiction in a final non-appealable judgment), or (z) arising from any claim, actions, suits, inquiries, litigation, investigation or proceeding that does not involve an act or omission of the Borrower or any of its affiliates and that is brought by an Indemnified Person against any other Indemnified Person (other than any claim, actions, suits, inquiries, litigation, investigation or proceeding against the Administrative Agent, the Issuing Bank, any Lead Arranger or any Commitment Party in its capacity as such).

Governing Law:

New York.

Expenses:

The Borrowers shall pay (a) all reasonable and documented out-of-pocket expenses of the Administrative Agent, the Lead Arrangers, each Swingline Lender and Issuing Bank associated with the syndication of the Facilities and the preparation, execution, delivery and administration of the Credit Documentation and any amendment or waiver with respect thereto (including, without limitation, the reasonable fees, disbursements and other charges of one firm of counsel for all such persons, taken as a whole, one local counsel for all such persons, taken as a whole, in each relevant state and in each Material Jurisdiction, in each case retained by the Lead Arrangers (each such counsel subject to the Borrower Representative’s reasonable consent (such consent not to be unreasonably withheld, delayed or conditioned)) and (b) all reasonable and documented or invoiced out-of-pocket expenses of the Administrative Agent, the Lead Arrangers, each Swingline Lender and Issuing Bank, and the Lenders (including, without limitation, the fees, disbursements and other charges of counsel) in connection with the enforcement of the Credit Documentation.

Counsel to the Commitment Parties:

Weil, Gotshal & Manges LLP.

Miscellaneous:

Each of the parties shall (i) waive its right to a trial by jury and (ii) submit to exclusive New York jurisdiction. The Credit Documentation shall contain customary “defaulting lender” provisions.