Bridge Facility Commitment Letter, dated as of January 16, 2019, by and between JPMorgan Chase Bank, N.A. and Fiserv, Inc

Exhibit 10.2

EXECUTION VERSION

JPMORGAN CHASE BANK, N.A.

383 Madison Avenue

New York, New York 10179

PERSONAL AND CONFIDENTIAL

January 16, 2019

Fiserv, Inc.

255 Fiserv Drive

Brookfield, WI 53045

Attention:    Robert W. Hau, Chief Financial Officer and Treasurer

PROJECT FLAMINGO

Bridge Facility

Commitment Letter

Ladies and Gentlemen:

Fiserv, Inc. (the “Borrower” or “you”) has informed JPMorgan Chase Bank, N.A. (“JPMorgan”) that the Borrower intends to acquire (the “Acquisition”) all the issued and outstanding equity interests in an entity previously identified to us and codenamed “Flamingo” (the “Acquired Company” and, together with its subsidiaries, the “Acquired Business”) pursuant to an Agreement and Plan of Merger, dated as of the date hereof, among the Borrower, Flamingo and 300 Holdings, Inc. (together with the exhibits and schedules thereto, collectively, as modified, amended, supplemented, consented to or waived, the “Acquisition Agreement”) for the aggregate Merger Consideration (as defined in the Acquisition Agreement, the “Acquisition Consideration”) set forth in the Acquisition Agreement. Capitalized terms used and not defined in this letter (together with Annexes A, B, C and D hereto, this “Commitment Letter”) have the meanings assigned to them in Annexes A, B, C and D hereto as the context may require. JPMorgan and any other Lenders that become parties to this Commitment Letter as additional “Commitment Parties” as provided in Section 3 hereof are referred to herein, collectively, as the “Commitment Parties,” “we” or “us.”

You have also informed us that the refinancing of certain indebtedness of the Acquired Business and you in connection with the Acquisition (the “Refinancing”), cash payments in lieu of fractional shares and the fees and expenses related to the Acquisition and the Refinancing are expected to be financed from any of (a) available cash of the Borrower and the Acquired Business, borrowings under the Existing Credit Agreement (as defined in Annex B hereto), as amended by the Amendment (as defined below), or the Replacement Revolving Credit Facility (as defined below), the issuance by the Borrower of senior unsecured notes pursuant to a registered public offering or Rule 144A or other private placement (the “Notes”), the incurrence of term loans under a senior unsecured term loan facility (the “Term Loan Facility” and the loans thereunder, the “Term Loans” and, together with the Notes, collectively, the “Permanent Financing”), or a combination of the foregoing or (b) to the extent the entire amount of the Permanent Financing is not funded on or prior to the Closing Date (as defined in Annex B hereto) for any reason, term loans under a senior unsecured bridge facility having the terms set forth herein and in the Annexes hereto, and subject solely to the conditions expressly set forth in Annex C hereto, in an aggregate principal amount of up to $17,000 million (the “Bridge Facility”) comprised of (i) a $12,000 million tranche (the “Capital Markets Tranche”) and (ii) a $5,000 million tranche (the “Loan Tranche,” and each of the Capital Markets Tranche and the Loan Tranche, a “Tranche”).

In connection with the Acquisition and the Refinancing, the Borrower has further advised JPMorgan that it intends (a) to seek an amendment to the Existing Credit Agreement to effect the modifications set forth in the form of the marked amended credit agreement agreed by the Borrower and JPMorgan on or prior to the date hereof (the “Form of Amended Facility”), including, without limitation, to increase the commitments under the Existing Credit Agreement by an aggregate principal amount equal to up to $1,500 million (the “Commitment Increase”; the modifications set forth in the Form of Amended Facility and identified as the “Specified Amendments,” the “Specified Amendments”; the modifications set forth in the Form of Amended Facility and identified as the “Additional Amendments,” the “Additional Amendments”; and such amendment, collectively, the “Amendment”) to be effective on or prior to the Closing Date (such effective date, the “Amendment Effective Date”) or (b) if the Specified Amendments do not become effective on or prior to the Closing Date, to terminate the Existing Credit Agreement and obtain $2,000 million in aggregate principal amount of revolving commitments under a new senior unsecured revolving credit facility that would refinance and replace the Existing Credit Agreement (the “Replacement Revolving Credit Facility” and together with the Bridge Facility and the Amendment, the “Facilities”) on terms substantially the same as, and no less favorable to the Borrower than, those of the Existing Credit Agreement, but giving effect to the Specified Amendments.

The transactions described in the three preceding paragraphs are collectively referred to herein as the “Transactions.”

(a) JPMorgan is pleased to confirm its agreement to act, and you hereby appoint JPMorgan to act, as sole lead arranger, sole bookrunner and sole syndication agent in connection with the Bridge Facility (in such capacities, the “Arranger”); (b) JPMorgan is pleased to confirm its agreement to act, and you hereby appoint JPMorgan to act, as administrative agent (the “Administrative Agent”) for the Bridge Facility; and (c) JPMorgan (in such capacity, the “Initial Lender”) is pleased to commit, and hereby commits, to provide the Borrower 100% of the aggregate principal amount of both the Capital Markets Tranche and the Loan Tranche of the Bridge Facility, in each case on the terms contained in this Commitment Letter and subject solely to the conditions expressly set forth in Annex C hereto; provided that the amount of the Bridge Facility shall be automatically reduced as provided under “Mandatory Prepayments and Commitment Reductions” in Annex B hereto. Our fees for our commitment and for services related to the Bridge Facility are set forth in a separate fee letter (the “Fee Letter”) entered into by the Borrower and JPMorgan on the date hereof. It is agreed that no other agents, co-agents, arrangers, co-arrangers or bookrunners will be appointed and no other titles will be awarded in connection with the Bridge Facility, and no compensation will be paid (other than the compensation expressly contemplated by this Commitment Letter and the Fee Letter) in connection with the Bridge Facility, unless the Arranger and you shall so agree (it being acknowledged that you and the Arranger have agreed as of the date hereof that the appointment of titles and the allocation of compensation shall be as set forth in the syndication plan agreed by such parties on or prior to the date hereof (the “Syndication Plan”)).

In addition, subject to the terms of this Commitment Letter, JPMorgan is pleased to advise you of (a) its agreement to use commercially reasonable efforts to arrange the consent of the Lenders (as defined in the Existing Credit Agreement) required to effect the Amendment, as soon as reasonably practicable following the date hereof, including by using its commercially reasonable efforts to arrange, solely to the extent required to obtain such consent, for the assignment of existing commitments, loans and other credit exposures under the Existing Credit Agreement to financial institutions selected by the Arranger and consented to by the Borrower in accordance with Section 3 hereof that are willing to consent to the

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Amendment, (b) its agreement to approve, consent to and enter into the Amendment as a Lender (as defined in the Existing Credit Agreement) under the Existing Credit Agreement (including, for the avoidance of doubt, with respect to any portion of the Commitment Increase held by it) and (c) in the event that the requisite consent of the Lenders (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to the Specified Amendments cannot be obtained on or prior to the Closing Date, (i) its commitment to provide 100% of the aggregate principal amount of the Replacement Revolving Credit Facility and (ii) its agreement to act as the administrative agent, lead arranger and bookrunner for the Replacement Revolving Credit Facility.

The Borrower agrees that JPMorgan may perform its responsibilities hereunder through its affiliate, J.P. Morgan Securities LLC.

Notwithstanding anything to the contrary in this Commitment Letter, the Fee Letter or any other agreement or other undertaking concerning the financing of the Transactions, the Commitment Parties’ commitments and agreements hereunder with respect to the Bridge Facility are subject solely to the satisfaction or waiver of the conditions expressly set forth in Annex C hereto, it being understood that there are no conditions (implied or otherwise) to the commitments hereunder (including compliance with the terms of the Commitment Letter, the Fee Letter and the Bridge Facility Documentation) other than those that are expressly set forth in Annex C hereto to be conditions to the funding duly requested by the Borrower under the Bridge Facility on the Closing Date (and upon satisfaction or waiver of such conditions, the initial funding under the Bridge Facility shall occur).

JPMorgan’s agreement to enter into the Amendment or, in lieu of the Specified Amendments, its commitment to enter into the Replacement Revolving Credit Facility are subject to the condition contained in paragraph 11 of Annex C hereto; provided that (i) the availability of borrowings under the Replacement Revolving Credit Facility Documentation after the Closing Date shall be subject to conditions substantially similar to those in the Existing Credit Agreement and (ii) as an additional condition precedent to the effectiveness of the Replacement Revolving Credit Facility, substantially concurrently with such effectiveness, the Existing Credit Agreement shall be terminated and all outstanding amounts thereunder shall be repaid (other than contingent obligations and cash collateralized or backstopped or “rolled” letters of credit) and all guarantees thereof shall be discharged and released.

Notwithstanding anything in this Commitment Letter to the contrary, (a) the only representations and warranties the accuracy of which will be a condition to the availability of any Facility on the Closing Date will be (i) such of the representations and warranties made by the Acquired Company with respect to the Acquired Business in the Acquisition Agreement as are material to the interests of the Lenders (in their capacities as such), but only to the extent that you or your applicable affiliates have the right (taking into account any applicable cure provisions set forth in the Acquisition Agreement) to decline to consummate the Acquisition or to terminate your or your applicable affiliates’ obligations (or otherwise do not have an obligation to close) under the Acquisition Agreement as a result of a breach of such representations and warranties (the “Acquisition Agreement Representations”) and (ii) the Specified Representations (as defined below), and (b) the terms of the applicable Credit Documentation and the Closing Deliverables (as defined in Annex C hereto) will be such that they do not impair the availability of the applicable Facility on the Closing Date if the conditions expressly set forth in Annex C hereto are satisfied. As used herein, “Specified Representations” means the representations and warranties of the Borrower in the applicable Credit Documentation relating to the Borrower’s corporate existence; corporate power and authority of the Borrower to enter into the applicable Credit Documentation; due authorization, execution and delivery by the Borrower of the applicable Credit Documentation; no contravention (with respect to execution, delivery, performance and borrowing of loans under the applicable Facility on the Closing Date by the Borrower) of

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the applicable Credit Documentation with organizational documents of the Borrower, the Borrower’s Existing Credit Agreement and any other indebtedness of the Borrower having a committed or an outstanding aggregate principal amount on the Closing Date in excess of $300,000,000 (on a pro forma basis giving effect to the Transactions but without giving effect to any “material adverse effect” qualification with respect to the no contravention representation set forth in the applicable Credit Documentation); enforceability of the applicable Credit Documentation against the Borrower; absence of event of default (limited to no event of default resulting from the non-payment of any fees due and payable under the applicable Facility, no bankruptcy event of default and no event of default resulting from a breach of the mergers and acquisitions negative covenant (solely to the extent related to a merger of the Borrower)); Federal Reserve margin regulations; Investment Company Act; solvency as of the Closing Date (after giving effect to the Transactions) of the Borrower and its subsidiaries on a consolidated basis (such representation and warranty to be consistent with the solvency certificate in the form set forth in Annex C-I hereto); and use of proceeds of the loans of the applicable Facility not in contravention of the PATRIOT Act, OFAC and other applicable laws against sanctioned persons, the Foreign Corrupt Practices Act and other applicable anti-corruption laws. This paragraph, and the provisions herein, shall be referred to as the “Limited Conditionality Provision.”

The Arranger intends to commence syndication of the Facilities promptly after your acceptance of this Commitment Letter and the Fee Letter and the public announcement by you of the Transactions. Such syndication shall be managed by the Arranger and shall be to one or more other financial institutions selected in consultation with the Borrower and consented to by the Borrower to the extent otherwise required in this Section 3 (the “Lenders”). During the period of 45 days following the date of this Commitment Letter (the “Initial Syndication Period”), the syndication of the Facilities, including determinations as to the timing of offers to prospective Lenders, the selection of Lenders, the acceptance and final allocation of commitments, the awarding of titles or roles to any Lenders and the amounts offered and the compensation provided to each Lender from the amounts to be paid to the Arranger pursuant to the terms of this Commitment Letter and the Fee Letter, will be conducted jointly by the Arranger and the Borrower and, except to the extent the Arranger and the Borrower otherwise agree, in accordance with the Syndication Plan. Without limiting the foregoing, the Facilities will be syndicated during the Initial Syndication Period only to the financial institutions described as the “Approved Lender List” in the Syndication Plan (such financial institutions, collectively, the “Approved Lenders”) or other financial institutions as may be approved by you in your sole discretion. Following the Initial Syndication Period, if and for so long as a Successful Syndication (as defined in the Fee Letter) has not been achieved, the syndication of the Facilities shall be conducted by the Arranger in consultation with the Borrower and departures may be made from the Syndication Plan; provided that (i) all determinations made other than in accordance with the Syndication Plan referred to above shall be subject to the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), other than with respect to a Lender that is a commercial or investment bank whose senior unsecured long-term indebtedness has an “investment grade” rating from each of S&P and Moody’s (each as defined below), (ii) following the Initial Syndication Period there shall be no change to roles or reduction of commitment allocations with respect to any Lenders which were awarded or made with your approval during the Initial Syndication Period without your approval (such approval not to be unreasonably withheld, conditioned or delayed) and (iii) following the achievement of a Successful Syndication of the Bridge Facility, further assignments and commitments shall be in accordance with the section captioned “Assignments and Participations” in the Term Sheet attached hereto as Annex B. Notwithstanding anything to the contrary in this Commitment Letter, the Fee Letter or any other agreement or other undertaking concerning the financing of the Transactions, no syndication may be made to any Disqualified Institution without the consent of the Borrower. For purposes hereof, “Disqualified Institutions” means, collectively, (a) those persons identified by you to the Arranger in writing at any time on or prior to the date hereof, and (b) persons that are reasonably determined by you to

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be competitors of you or your subsidiaries (including the Acquired Business) and that have been specifically identified by you to the Arranger in writing at any time on or prior to the Closing Date or by you to the applicable Administrative Agent in writing at any time and from time to time after the Closing Date (and each written supplement shall become effective three business days after delivery thereof to the Arranger or applicable Administrative Agent) and (c) any of their respective affiliates that are either (i) identified in writing to the Arranger or, after the Closing Date, the applicable Administrative Agent by you from time to time (with each such written supplement becoming effective three business days after delivery thereof to the Arranger or applicable Administrative Agent) or (ii) clearly identifiable as an affiliate solely by similarity of such affiliate’s name, it being understood and agreed that the foregoing provisions shall not apply retroactively to disqualify any person that has become a Disqualified Institution after the date of the launch of the general syndication for any Facility if such person shall have previously acquired an assignment or participation interest (or shall have been allocated a commitment as part of the general syndication of any Facility) prior thereto, but shall disqualify such person from taking any further assignment or participation thereafter.

The aggregate commitments of JPMorgan with respect to the Facilities shall be reduced dollar-for-dollar by the amount of each commitment for the applicable Facility received from additional Lenders to the extent such Lender becomes (a) party to this Commitment Letter as an additional “Commitment Party” pursuant to a customary joinder agreement or other documentation reasonably satisfactory to the Arranger and you (each, a “Joinder Agreement”) or (b) party to the applicable Credit Documentation as a Lender; provided, however, that to the extent that any portion of the respective commitments of the Initial Lender hereunder with respect to any Facility is syndicated to a Lender that, upon first becoming party to this Commitment Letter or the applicable Credit Documentation as described above, is not approved by the Borrower (including in the Syndication Plan or the Approved Lender List) or otherwise is not a commercial or investment bank whose senior, unsecured, long-term indebtedness has an “investment grade” rating from each of S&P and Moody’s, then the Initial Lender shall not be relieved, released or novated from its obligations hereunder to fund such portion of such commitment on the Closing Date to the extent that such other Lender fails to fund such commitment on the Closing Date in accordance with the terms of the applicable Facility.

To facilitate an orderly and successful syndication of the Facilities, you agree that, until the earlier of (a) the achievement of a Successful Syndication (as defined in the Fee Letter) with respect to the Bridge Facility and the Replacement Revolving Credit Facility and (b) 30 days following the Closing Date (such earlier date with respect to the applicable Facility, the “Syndication Date”), you will not syndicate or issue, attempt to syndicate or issue or announce the syndication or issuance of any competing debt facility or any debt or equity security of the Borrower, the Acquired Business or any of their respective subsidiaries that would reasonably be expected to materially impair the primary syndication of the Facilities, in each case without the prior written consent of the Arranger (such consent not to be unreasonably withheld, delayed or conditioned), other than (i) the Facilities, (ii) all or any portion of the Permanent Financing, (iii) Excluded Debt (other than any amendment or replacement of the Borrower’s Existing Credit Agreement), (iv) Excluded Equity Offerings and (v) any other indebtedness of the Acquired Business permitted by the Acquisition Agreement to be incurred or refinanced.

Without limiting your obligations to assist with the syndication efforts as set forth herein, it is understood that the Initial Lender’s commitment hereunder is not conditioned upon the syndication of, or receipt of commitments in respect of, the Facilities and in no event shall the commencement or successful completion of syndication of the Facilities constitute a condition to the availability of the Bridge Facility, any funding under the Existing Credit Agreement (whether or not amended by the Amendment) or the effectiveness of the Replacement Revolving Credit Facility Documentation on the Closing Date or reduce the amount of the Commitment Parties’ commitments hereunder with respect to the Facilities.

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Until the Syndication Date, you agree to actively assist, and to use your commercially reasonable efforts (to the extent consistent with the Acquisition Agreement) to cause the Acquired Company to actively assist, the Arranger in obtaining consents for the Amendment, and in achieving a syndication satisfactory to you and us. Such assistance shall include (a) your use of commercially reasonable efforts to ensure that the Arranger’s syndication efforts benefit from your and your subsidiaries’ existing lending relationships, and, to the extent consistent with the Acquisition Agreement, the existing lending relationships of the Acquired Company and its subsidiaries, (b) your using commercially reasonable efforts to assist (including, to the extent consistent with the Acquisition Agreement, using your commercially reasonable efforts to cause the Acquired Company to assist) in the preparation of one or more information packages for the Facilities in form and substance customary for transactions of this type regarding the business, operations, financial projections and prospects of the Borrower and the Acquired Business (after giving effect to the Transactions) (collectively, the “Confidential Information Memorandum”), (c) your using commercially reasonable efforts to obtain, as promptly as practicable, a Public Debt Rating for the Borrower from each of Moody’s Investor Services, Inc. (“Moody’s”) and Standard & Poor’s Financial Services LLC (“S&P”), in each case giving effect to the Transactions, (d) your executing and delivering one or more Joinder Agreements delivered to you in respect of prospective Lenders which are selected in accordance with the provisions of this Section 3, as soon as reasonably practicable following commencement of syndication of the Facilities, (e) the presentation of one or more customary information packages for the Facilities in format and content reasonably satisfactory to the Arranger (collectively, the “Lender Presentation”) in a reasonable number of meetings at reasonable times and locations mutually agreed upon and other communications with prospective Lenders or agents in connection with the syndication of the Facilities and (f) arranging for direct contact between senior management and representatives, with appropriate seniority and expertise, of the Borrower (and using commercially reasonable efforts to arrange, to the extent practical and reasonable and consistent with the Acquisition Agreement, for direct contact between senior management and representatives, with appropriate seniority and expertise, of the Acquired Company) with prospective Lenders and participation of such persons in a reasonable number of meetings at reasonable times and locations mutually agreed upon. Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter or any other letter agreement or undertaking concerning the financing of the Transactions to the contrary, your obligations to assist in syndication efforts as provided herein (including the obtaining of the ratings and the compliance with any of the provisions set forth in clauses (a) through (f) above), shall not constitute a condition to the commitments hereunder, the funding of the Bridge Facility, any funding under the Existing Credit Agreement (whether or not amended by the Amendment) or the effectiveness of the Replacement Revolving Credit Facility Documentation on the Closing Date or reduce the amount of the commitments hereunder with respect to the Facilities. In connection with the Arranger’s syndication efforts, you shall not be required to provide information the disclosure of which would violate any (i) attorney-client privilege (and you shall not be required to waive any such privilege), (ii) law, rule or regulation applicable to the Borrower, the Acquired Business or you and their respective affiliates or (iii) obligation of confidentiality from a third party binding on you, the Acquired Business or your or their respective affiliates (so long as (x) such confidentiality obligation was not entered into in contemplation of the Transactions (other than the confidentiality obligations entered into with the Acquired Company in connection with the Transactions), (y) you use commercially reasonable efforts to obtain a waiver of such confidentiality obligation (but not attorney-client privilege) and to otherwise provide such information that does not violate such confidentiality obligations and (z) you provide the Commitment Parties notice that information is being withheld due to the existence of such confidentiality obligation or attorney-client privilege); provided that none of the foregoing shall be construed to limit any of your representations and warranties set forth in Section 4 of this Commitment Letter (and any corresponding representation in the Confidential Information Memorandum or the Credit Documentation, as applicable). The Borrower will be solely responsible for the contents of any such Confidential Information Memorandum and Lender Presentation (other than, in each case, any information contained therein that has been provided for inclusion by the Commitment Parties about the Commitment Parties) and all other written information, documentation or materials delivered to the Commitment Parties by or on behalf of the

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Borrower in connection therewith (collectively, the “Information”) and the Borrower acknowledges that the Commitment Parties will be using and relying upon the Information without independent verification thereof. The Borrower agrees that Information (including, without limitation, draft and execution versions of the Credit Documentation, the Confidential Information Memorandum, the Lender Presentation and publicly filed financial statements) may be disseminated to potential Lenders and other persons through one or more internet sites (including an IntraLinks, SyndTrak or other similar electronic workspace (the “Platform”)) created for purposes of syndicating the Facilities or otherwise, in accordance with the Arranger’s standard syndication practices, and you acknowledge that no Commitment Party nor any of their respective affiliates will be responsible or liable to you or any other person or entity for damages arising from the use by others of any Information or other materials obtained on the Platform, except to the extent such damages have resulted from the willful misconduct, bad faith or gross negligence of such Commitment Party or its affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment). You hereby authorize the Commitment Parties to download copies of the Borrower’s trademark logos from its website and post copies thereof and any Information to any Platform established by the Arranger to syndicate the Facilities, and to use the Borrower’s trademark logos on any confidential information memoranda, presentations and other marketing materials prepared in connection with the syndication of the Facilities or, with your consent (such consent not to be unreasonably withheld, conditioned or delayed), in any advertisements that we may place after the closing of the Facilities in financial and other newspapers, journals, the World Wide Web, home page or otherwise, at our own expense describing our services to the Borrower hereunder.

The Borrower acknowledges that certain of the Lenders may be “public side” Lenders (i.e., Lenders that do not wish to receive Private-Side Information (as defined below)) (each, a “Public Lender”; and Lenders who are not Public Lenders being referred to herein as “Private Lenders”). At the request of the Arranger, the Borrower agrees to prepare an additional version of the Confidential Information Memorandum and the Lender Presentation to be used by Public Lenders containing a representation that such Confidential Information Memorandum does not contain Private-Side Information. “Private-Side Information” means material non-public information (for purposes of United States federal, state or other applicable securities laws) concerning the Borrower, the Acquired Business or their respective affiliates or any of their respective securities; and “Public-Side Information” means any information that is not Private-Side Information. It is understood that in connection with your assistance described above, you will provide a customary authorization letter to the Arranger authorizing (a) the distribution of the Information to prospective Private Lenders and (b) the distribution of the Public-Side Information to prospective Public Lenders. In addition, the Borrower will clearly designate as such all Information provided to any Commitment Party by or on behalf of it or the Acquired Business which contains exclusively Public-Side Information. The Borrower acknowledges and agrees that the following documents may be distributed to all Lenders (including Public Lenders) (unless the Borrower promptly notifies the Arranger in writing (including by email) within a reasonable time prior to their intended distribution (after you have been given a reasonable opportunity to review such documents) that any such document should only be distributed to prospective Private Lenders): (a) drafts and final versions of the Credit Documentation; (b) term sheets and notification of changes in the terms of the Facilities and (c) administrative materials prepared by the Arranger for prospective Lenders (such as a lender meeting invitation, allocations and funding and closing memoranda). If you advise us that any of the foregoing items should be distributed only to Private Lenders, then we will not distribute such materials to Public Lenders without further discussions with you.

Notwithstanding anything to the contrary set forth in this Commitment Letter or the Fee Letter or any other agreement, the obligations under this Section 3 shall in no event constitute a condition to the commitments hereunder, the funding of the Bridge Facility, any funding under the Existing Credit Agreement (whether or not amended by the Amendment) or the effectiveness of the Replacement Revolving Credit Facility Documentation on the Closing Date.

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The Borrower represents and covenants that (i) all written Information (other than projections, estimates and other forward-looking materials and information of a general economic or industry specific nature) provided by or on behalf of the Borrower to the Commitment Parties or the Lenders in connection with the Transactions is and will be when furnished, when taken as a whole, complete and correct in all material respects and does not and will not contain when furnished, when taken as a whole, any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (giving effect to all supplements and updates provided thereto); provided that such representation and covenant with respect to information relating to the Acquired Business and its representatives prior to the Closing Date is made to the Borrower’s knowledge; and (ii) the written financial projections and other written forward-looking information relating to the Borrower or the Acquired Business (the “Projections”) that have been or will be made available to the Commitment Parties or the Lenders by or on behalf of the Borrower in connection with the Transactions have been and will be prepared in good faith based upon assumptions that are believed by the Borrower to be reasonable at the time such Projections are furnished to the Commitment Parties or the Lenders, it being understood and agreed that Projections are as to future events and are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are out of the Borrower’s or Acquired Business’ control, that no assurance can be given that any particular Projections will be realized and that actual results during the period or periods covered by such Projections may differ significantly from the projected results and such differences may be material.

You agree that if at any time prior to the later of (i) the Closing Date and (ii) the Syndication Date you become aware that any of the representations in the preceding sentence would be incorrect in any material respect if the Information and Projections were being furnished, and such representations were being made, at such time, then you will (and, with respect to Information relating to the Acquired Business prior to the Closing Date, you will use commercially reasonable efforts to the extent practical and reasonable and consistent with the Acquisition Agreement to) promptly supplement, or cause to be supplemented, the Information and Projections so that such representations will be correct in all material respects in light of the circumstances under which such statements are made (to your knowledge insofar as, prior to the Closing Date, it applies to information regarding the Acquired Business). We have no obligation to conduct any independent evaluation or appraisal of the assets or liabilities of you, the Acquired Business or any other party or to advise or opine on any related solvency issues. Notwithstanding the foregoing or anything to the contrary contained in this Commitment Letter or the Fee Letter or any other agreement, none of the accuracy of the representations set forth in this Section 4, whether or not supplemented, nor any obligation to supplement the Information and Projections shall constitute a condition to the Commitment Parties’ commitments hereunder, the availability of the Bridge Facility, any funding under the Existing Credit Agreement (whether or not amended by the Amendment) or the effectiveness of the Replacement Revolving Credit Facility Documentation on the Closing Date.

In connection with arrangements such as this, it is the policy of the Commitment Parties to receive indemnification. The Borrower agrees to the provisions with respect to our indemnity and other matters set forth in Annex A, which is incorporated by reference into this Commitment Letter.

This Commitment Letter may not be assigned by you without the prior written consent of the Commitment Parties, nor, subject to the following sentence, by any Commitment Party without your prior written consent (and any purported assignment without such consent will be null and void), is intended to be solely for the

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benefit of the Commitment Parties and the other parties hereto and, except as set forth in Annex A hereto, is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto. Any Commitment Party may, in consultation with the Borrower, assign its commitments and agreements hereunder, in whole or in part, to any of its affiliates, to additional arrangers or other Lenders; provided that in any case, such assignment shall not relieve any such Commitment Party of its obligations set forth herein to fund on the Closing Date that portion of the commitments so assigned except to the extent such assignment is evidenced by a Joinder Agreement or the Credit Documentation, as applicable, as set forth in Section 3 above.

This Commitment Letter, the Fee Letter and the contents hereof and thereof are confidential and may not be disclosed by you to any other person (other than any Commitment Party) without our prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) except pursuant to a subpoena or order issued by a court or administrative agency or by a judicial, administrative or legislative body or committee (in which case you agree to inform us promptly thereof to the extent practicable and not prohibited by applicable law, rule or regulation); provided that we hereby consent to your disclosure of (i) this Commitment Letter and the Fee Letter to your affiliates and your and your affiliates’ officers, directors, employees, agents and advisors (including legal counsel, independent auditors and other experts, professional advisors or agents) who are involved in the consideration of the Transactions (including in connection with providing accounting and tax advice to the Borrower and its affiliates) on a confidential basis, (ii) this Commitment Letter, the Fee Letter or the information contained herein and therein to the Acquired Business and its affiliates and its and their officers, directors, employees, agents and advisors (including legal counsel, independent auditors and other experts, professional advisors or agents) in connection with the Transactions on a confidential basis (provided that any disclosure of the fees and the economic terms of the market flex provisions in the Fee Letter to such persons shall be redacted in a manner reasonably satisfactory to the Arranger), (iii) this Commitment Letter and the Fee Letter as required by applicable law or compulsory legal process or, to the extent requested or required by governmental and/or regulatory authorities (in which case you agree (except with respect to any audit or examination conducted by bank examiners or any governmental bank regulatory authority exercising examination or regulatory authority) to inform us promptly thereof to the extent practicable and not prohibited by applicable law, rule or regulation), (iv) following your acceptance of the provisions hereof and return of an executed counterpart of this Commitment Letter to the Commitment Parties as provided below, you may file a copy of any portion of this Commitment Letter (but not the Fee Letter other than the existence thereof) in any public record in which you are required by law or regulation to file it or with the Securities and Exchange Commission (“SEC”) and other applicable regulatory authorities and stock exchanges to the extent required to be in compliance therewith, (v) you may disclose the aggregate fee amounts contained in the Fee Letter in financial statements or as part of projections, pro forma information or a generic disclosure of aggregate sources and uses related to aggregate compensation amounts related to the Transactions to the extent customary or required in offering and marketing materials for the Facilities, the Term Loans, the Notes or in any public filing relating to the Transactions, in each case in a manner which does not disclose the fees payable pursuant to the Fee Letter (except in the aggregate), (vi) this Commitment Letter and the information contained herein and the Fee Letter in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Commitment Letter, Fee Letter or the transactions contemplated thereby or enforcement thereof or hereof, (vii) the information contained in Annexes B and C and the Specified Amendments and the Additional Amendments in any prospectus or other offering memorandum or in any syndication or other marketing materials relating to the Facilities or the Permanent Financing, (viii) to the extent that such information becomes publicly available other than by reason of disclosure in violation of this agreement by you or your affiliates or your or their respective officers, directors, employees or advisors, (ix) the existence of this Commitment Letter and the information contained in Annex B, the Specified Amendments and the Additional Amendments to any rating agency;

9

provided that such information is supplied to any such rating agency only on a confidential basis and (x) following your acceptance hereof and the return of an executed counterpart of this Commitment Letter to the Commitment Parties, as provided below, in consultation with us and on a confidential basis, to any potential or prospective Commitment Party or any potential or prospective Lender. The obligations under this paragraph with respect to this Commitment Letter (but not the Fee Letter) shall terminate automatically after the earlier of the date (x) of any public filing permitted hereunder and (y) the applicable Credit Documentation shall have been executed and delivered by the parties thereto. To the extent not earlier terminated, the provisions of this paragraph with respect to this Commitment Letter (but not the Fee Letter) shall automatically terminate on the second anniversary hereof.

Each Commitment Party shall use all confidential information provided to it by or on behalf of the Borrower or any of your subsidiaries or affiliates solely for the purpose of providing the services which are the subject of this Commitment Letter and otherwise in connection with the Transactions, and shall treat confidentially all such information and shall not disclose such information to any third party or circulate or refer publicly to such information; provided, however, that nothing herein will prevent each Commitment Party from disclosing any such information (a) pursuant to the order of any court or administrative agency, or otherwise as required by applicable law or compulsory legal process (in which case such person agrees to inform you promptly thereof to the extent practicable and not prohibited by applicable law, rule or regulation), (b) upon the request or demand of any regulatory authority having jurisdiction over such person or any of its affiliates (in which case such person agrees (except with respect to any audit or examination conducted by bank examiners or any governmental bank regulatory authority exercising examination or regulatory authority) to inform you promptly thereof to the extent practicable and not prohibited by applicable law, rule or regulation), (c) to the extent that such information is publicly available or becomes publicly available other than by reason of disclosure by such person or any of such person’s affiliates or its or their respective officers, directors, employees or advisors in violation of this Commitment Letter, (d) to such person’s affiliates and to such person’s and such affiliates’ respective officers, directors, partners, members, employees, legal counsel, independent auditors and other experts or agents who need to know such information in connection with the Transactions and who have been informed of the confidential nature of such information and are instructed to keep such information confidential in accordance with the provisions of this Section 7, it being understood that the disclosing Commitment Party shall be responsible for any violation of the provisions of this Section 7 by any such person, (e) to potential and prospective Lenders, participants and any direct or indirect contractual counterparties to any swap or derivative transaction relating to the Borrower or its obligations under the Facilities, in each case, who have agreed to keep such information confidential on terms not less favorable than the provisions hereof in accordance with the standard syndication processes of the Arranger or customary market standards for the dissemination of such type of information (provided that in no event shall any disclosure of such information be made to any person that is a Disqualified Institution as of the relevant time), (f) to Moody’s and S&P and other rating agencies; provided that such information is limited to Annex B, the Specified Amendments and the Additional Amendments, and is supplied only on a confidential basis, (g) to market data collectors, similar service providers to the lending industry, and service providers to the Arranger in connection with the administration and management of the Facilities; provided that such information is limited to the existence of this Commitment Letter and information of a type routinely provided regarding the closing date, size, type, purpose of, and parties to, the Facilities, (h) received by such person from a source (other than you, the Acquired Company or any of your or their affiliates, advisors, members, directors, employees, agents or other representatives) not known by such person to be prohibited from disclosing such information to such person by a legal, contractual or fiduciary obligation, (i) to the extent that such information was already in the Commitment Parties’ possession on a non-confidential basis or is independently developed by the Commitment Parties, (j) for purposes of establishing a “due diligence” defense or (k) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby or enforcement thereof or hereof. The Commitment Parties’ obligation under this provision shall remain in effect until the earlier of (i) two years

10

from the date hereof and (ii) the execution and delivery of (x) the Bridge Facility Documentation and (y) as applicable, (1) the Amendment Documentation or (2) the Replacement Revolving Credit Facility Documentation by the parties thereto, at which time any confidentiality undertaking in the applicable Credit Documentation shall supersede the provisions in this paragraph. For the avoidance of doubt, in no event shall any disclosure of such information referred to above be made to any Disqualified Institution.

As you know, each Commitment Party (together with its affiliates, the “Commitment Entities”) is a full service financial institution engaged, either directly or through its affiliates, in a broad array of activities, including commercial and investment banking, financial advisory, market making and trading, investment management (both public and private investing), investment research, principal investment, financial planning, benefits counseling, risk management, hedging, financing, brokerage and other financial and non-financial activities and services globally. In the ordinary course of their various business activities, the Commitment Entities and funds or other entities in which the Commitment Entities invest or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers. In addition, the Commitment Entities may at any time communicate independent recommendations and/or publish or express independent research views in respect of such assets, securities or instruments. Any of the aforementioned activities may involve or relate to assets, securities and/or instruments of the Borrower, the Acquired Company, the Acquired Business and/or other entities and persons which may (i) be involved in transactions arising from or relating to the arrangement contemplated by this Commitment Letter or (ii) have other relationships with the Borrower or its affiliates. In addition, the Commitment Entities may provide investment banking, commercial banking, underwriting and financial advisory services to such other entities and persons. Although the Commitment Entities in the course of such other activities and relationships may acquire information about the transactions contemplated by this Commitment Letter or other entities and persons which may be the subject of the financing contemplated by this Commitment Letter, the Commitment Entities shall have no obligation to disclose such information, or the fact that the Commitment Entities are in possession of such information, to the Borrower or to use such information on the Borrower’s behalf.

Consistent with the Commitment Entities’ policies to hold in confidence the affairs of their customers, the Commitment Entities will not furnish confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter to any of their other customers and will treat confidential information relating to the Borrower, the Acquired Business and their respective affiliates with the same degree of care as they treat their own confidential information and in accordance with Section 7 hereof. Furthermore, you acknowledge that neither the Commitment Entities nor any of their respective affiliates has an obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained or that may be obtained by them from any other person.

Each of the Commitment Entities may have economic interests that conflict with those of the Borrower, its equity holders and/or its affiliates. You agree that each Commitment Entity will act under this Commitment Letter as an independent contractor and that nothing in this Commitment Letter or the Fee Letter or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Commitment Entities and the Borrower, its equity holders or its affiliates. You acknowledge and agree that the transactions contemplated by this Commitment Letter and the Fee Letter (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Commitment Entities, on the one hand, and the Borrower, on the other, and in connection therewith and with the process leading thereto, (i) the Commitment Entities have not assumed (A) an advisory responsibility in favor of the Borrower, its equity holders or its affiliates with respect to the

11

financing transactions contemplated hereby or (B) a fiduciary responsibility in favor of the Borrower, its equity holders or its affiliates with respect to the transactions contemplated hereby, or in each case, the exercise of rights or remedies with respect thereto or the process leading thereto (irrespective of whether the Commitment Entities have advised, are currently advising or will advise the Borrower, its equity holders or its affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in this Commitment Letter and the Fee Letter and (ii) the Commitment Entities are acting solely as principals and not as the agents or fiduciaries of the Borrower, its management, equity holders, affiliates, creditors or any other person. The Borrower acknowledges and agrees that it has consulted its own legal, tax, investment, accounting and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. To the fullest extent permitted by law, the Borrower agrees that it will not bring any claim that the Commitment Entities have breached any fiduciary or similar duty to the Borrower with respect to the financing transactions contemplated hereby or owes a fiduciary or similar duty to the Borrower, in connection with such financing transactions or the process leading thereto. In addition, each Commitment Party may employ the services of its affiliates in providing services and/or performing its or their obligations hereunder and may, subject to Section 7, exchange with such affiliates information concerning the Borrower, the Acquired Business and other companies that may be the subject of this arrangement, and such affiliates will be entitled to the benefits afforded to such Commitment Party hereunder (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential). Notwithstanding the foregoing, nothing herein shall affect the Borrower’s rights in respect of any separate engagement of any Commitment Party, including as financial advisor, in connection with the Transactions or any other matter.

You further acknowledge that JPMorgan and/or certain of its affiliates currently are acting as lenders and as the administrative agent under the Existing Credit Agreement, and your and your subsidiaries’ rights and obligations under any other agreement with JPMorgan or any of its affiliates (including the Existing Credit Agreement) that currently exist or hereafter may exist are, and shall be, separate and distinct from the rights and obligations of the parties pursuant to this Commitment Letter, and none of such rights and obligations under such other agreements shall be affected by JPMorgan’s performance or lack of performance of services hereunder. You hereby agree that JPMorgan may render its services under this Commitment Letter notwithstanding any actual or potential conflict of interest presented by the foregoing, and you agree that you will not claim any conflict of interest relating to the relationship among JPMorgan and you and your affiliates in connection with the commitments and services contemplated hereby, on the one hand, and the exercise by JPMorgan or any of its affiliates of any of their rights and duties under any credit agreement or other agreement (including the Existing Credit Agreement) on the other hand.

In addition, please note that the Commitment Entities do not provide accounting, tax or legal advice.

Neither this Commitment Letter nor the Fee Letter may be amended or any term or provision hereof or thereof waived or otherwise modified except by an instrument in writing signed by each of the parties hereto or thereto, as applicable, and any term or provision hereof or thereof may be amended or waived only by a written agreement executed and delivered by all parties hereto or thereto.

The provisions set forth under Sections 3, 4, 5 (including Annex A), 7 and 8 hereof (in each case other than any provision therein that expressly terminates upon execution of the Credit Documentation), this Section 9 and the provisions of the Fee Letter will remain in full force and effect regardless of whether the Credit Documentation is executed and delivered, except that the provisions of Sections 3 and 4 shall not survive if the commitments and undertakings of the Commitment Parties are terminated prior to the effectiveness of the Facilities; provided that (x) the foregoing provisions in this paragraph (other than with respect to the

12

provisions set forth in the Fee Letter and under Sections 7, 8 and this Section 9 hereof, which will remain in full force and effect notwithstanding the expiration or termination of this Commitment Letter or the Commitment Parties’ respective commitments and agreements hereunder) shall be superseded in each case, to the extent covered thereby, by the applicable provisions contained in the Credit Documentation upon execution thereof and thereafter shall have no further force and effect and (y) the provisions of Sections 3 and 4 shall terminate on the Syndication Date.

Each of the parties hereto (for itself and its affiliates) agrees that any suit or proceeding arising in respect of this Commitment Letter or the Commitment Parties’ commitments or agreements hereunder or the Fee Letter will be tried exclusively in any Federal court of the United States of America sitting in the Borough of Manhattan or, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York, and each party hereby submits to the exclusive jurisdiction of, and to venue in, such court. Any right to trial by jury with respect to any action or proceeding arising in connection with or as a result of either the Commitment Parties’ commitments or agreements or any matter referred to in this Commitment Letter or the Fee Letter is hereby waived by the parties hereto. Each of the parties hereto (for itself and its affiliates) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Service of any process, summons, notice or document by registered mail or overnight courier addressed to any of the parties hereto at the addresses above shall be effective service of process against such party for any suit, action or proceeding brought in any such court. This Commitment Letter and the Fee Letter and any claim, controversy or dispute arising hereunder or thereunder will be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws; provided that (a) the interpretation of the definition of “Material Adverse Effect” (as defined in the Acquisition Agreement as in effect on the date hereof) and the determination of whether there shall have occurred a “Material Adverse Effect,” (b) the determination of whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement and (c) the determination of whether the Acquisition Agreement Representations are accurate and whether as a result of any inaccuracy thereof the Borrower (or its affiliates) has the right (taking into account any applicable cure provisions) to decline to consummate the Acquisition or to terminate its (or their) obligations (or otherwise do not have an obligation to close) under the Acquisition Agreement shall, in each case be governed by and construed and interpreted in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws that would result in the application of the laws of another jurisdiction.

The Commitment Parties hereby notify the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and the requirements of 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”) the Commitment Parties and each Lender may be required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow the Commitment Parties and each Lender to identify the Borrower in accordance with the Patriot Act and the Beneficial Ownership Regulation. This notice is given in accordance with the requirements of the Patriot Act and is effective for the Commitment Parties and each Lender.

Each of the parties hereto agrees that this Commitment Letter is a binding and enforceable agreement with respect to subject matter contained herein, including an agreement to negotiate in good faith the Credit Documentation by the parties hereto in a manner consistent with this Commitment Letter, it being acknowledged and agreed that the commitments provided hereunder by the Commitment Parties are subject only to the conditions expressly set forth in Annex C hereto.

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This Commitment Letter may be executed in any number of counterparts, each of which when executed will be an original, and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission or other electronic transmission (e.g., “pdf” or “tif”) will be effective as delivery of a manually executed counterpart hereof. This Commitment Letter and the Fee Letter are the only agreements that have been entered into among the parties hereto with respect to the Facilities and set forth the entire understanding of the parties with respect thereto and supersede any prior written or oral agreements among the parties hereto with respect to the Facilities.

The Commitment Parties’ commitments and agreements hereunder will terminate upon the first to occur of (i)(A) with respect to the Bridge Facility, the execution and delivery of the Bridge Facility Documentation by each of the parties thereto, (B) with respect to the Amendment, the Amendment Effective Date and (C) with respect to the Replacement Revolving Credit Facility, the earlier of (x) the Amendment Effective Date and (y) the date the Replacement Revolving Credit Facility Documentation becomes effective, (ii) the consummation of the Acquisition without using the loans under the Bridge Facility, (iii) the date on which the Acquisition Agreement is terminated in accordance with its terms, (iv) receipt by the Commitment Parties of written notice from the Borrower of its election to terminate all commitments under the Bridge Facility in full and (v) 11:59 p.m., New York City time, on the Initial Termination Date (as defined in the Acquisition Agreement as in effect on the date hereof) (or, if the Initial Termination Date shall have been extended or further extended as provided in Section 8.1(c) of the Acquisition Agreement as in effect on the date hereof, then on such extended Termination Date (as defined in the Acquisition Agreement as in effect on the date hereof)) (the earliest date in clauses (ii) through (v) being the “Commitment Termination Date”); provided that the termination of any commitment pursuant to this sentence does not prejudice your rights and remedies in respect of any breach of this Commitment Letter.

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Please confirm that the foregoing is in accordance with your understanding by signing and returning to JPMorgan the enclosed copy of this Commitment Letter, together, if not previously executed and delivered, with the Fee Letter, on or before 11:59 p.m., New York City time, on January 16, 2019, whereupon this Commitment Letter and the Fee Letter will become binding agreements between us. This offer will terminate (a) on such date if this Commitment Letter and the Fee Letter have not been signed and returned as described in the preceding sentence by such date and (b) if this Commitment Letter and the Fee Letter have not been signed and returned as described in the preceding sentence, immediately upon a public announcement that a third party unaffiliated with the Borrower has agreed to acquire the Acquired Company. We look forward to working with you on this transaction.

ANNEX A

You agree (a) to indemnify and hold harmless any Commitment Party and its affiliates and their respective officers, directors, employees, advisors, agents and controlling persons (each, an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities to which any such Indemnified Party may become subject arising out of or in connection with this Commitment Letter, the Fee Letter, the Facilities, the use of the proceeds thereof or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any Indemnified Party is a party thereto and whether such Proceedings are brought by you, your equityholders, affiliates, creditors or any other person, and to reimburse each Indemnified Party for any reasonable, documented and invoiced legal or other out-of-pocket expenses incurred in connection with investigating, responding to or defending any of the foregoing by a single firm of counsel for all such Indemnified Persons, taken as a whole, and, if necessary, a single firm of local counsel in each applicable jurisdiction (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies you of the existence of such conflict and thereafter retains its own counsel, by another firm of counsel for such affected Indemnified Person); provided that the foregoing indemnity will not, as to any Indemnified Party, apply to losses, claims, damages, liabilities or expenses to the extent they (i) arise or result from (A) the willful misconduct, bad faith or gross negligence of such Indemnified Party or (B) a material breach by such Indemnified Party of its obligations under this Commitment Letter or the Fee Letter (in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction), or (ii) have not resulted from an act or omission by you or any of your affiliates and have been brought by an Indemnified Party against any other Indemnified Party (other than any claims against any Commitment Party in its capacity or in fulfilling its role as an arranger or agent or any similar role hereunder), and (b) to reimburse the Commitment Parties and their affiliates on demand for all reasonable, documented and invoiced out-of-pocket expenses (including due diligence expenses, syndication expenses, travel expenses, and reasonable fees, charges and disbursements of a single firm of counsel for all Commitment Parties, taken as a whole, and, if necessary, a single firm of local counsel in each applicable jurisdiction) incurred in connection with the Facilities and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter and the definitive documentation relating to the Facilities) or the administration, amendment, modification or waiver thereof.

No Indemnified Party shall be liable for any damages arising from the use by others of Information or other materials obtained through electronic, telecommunications or other information transmission systems, including the Platform or otherwise via the internet (except to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the willful misconduct, bad faith or gross negligence of such Indemnified Party). Notwithstanding any other provision of this Commitment Letter, no party hereto nor any Indemnified Party shall be liable for any special, indirect, consequential or punitive damages in connection with the Facilities or in connection with its activities related to the Facilities; provided that the foregoing shall not limit your indemnification obligations under the provisions of the immediately preceding paragraph with respect to any such damages claimed against any Indemnified Party.

You shall not be liable for any settlement of any Proceedings effected without your written consent (which consent shall not be unreasonably withheld, conditioned or delayed), but if settled with your written consent or if there is a final judgment in any such Proceedings, you agree to indemnify and hold harmless each Indemnified Party from and against any and all losses, claims, damages, liabilities and related expenses by reason of such settlement or judgment in accordance with and to the extent provided in the second preceding paragraph. You shall not, without the prior written consent of an Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such

Indemnified Party unless such settlement (a) includes an unconditional release of such Indemnified Party in form and substance reasonably satisfactory to such Indemnified Party from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any Indemnified Party or any injunctive relief or other non-monetary remedy binding on any Indemnified Party. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to JPMorgan and the other Indemnified Parties.

ANNEX B

PROJECT FLAMINGO

$17,000 Million Senior Unsecured 364-Day Bridge Facility

Summary of Principal Terms¹

B-2

B-3

B-4

B-5

B-6

B-7

B-8

B-9

B-10

B-11

ANNEX B-I

B-I-2

B-I-3

B-I-4

ANNEX C

PROJECT FLAMINGO

$17,000 Million Senior Unsecured 364-Day Bridge Facility; $2,000 Billion Replacement Revolving Credit Facility

Conditions³

The borrowing under the Bridge Facility shall be subject solely to the satisfaction or waiver by the Commitment Parties holding a majority of the commitments held by the Commitment Parties in respect of the Bridge Facility of the following conditions (subject to the Limited Conditionality Provision in all respects):

1.    The Acquisition shall have been consummated substantially concurrently with the borrowing under the Bridge Facility, in all material respects in accordance with the Acquisition Agreement after giving effect to any modifications, amendments, supplements, consents or waivers, other than those modifications, amendments, supplements, consents or waivers by the Borrower that are materially adverse to the Lenders or the Arranger (in their capacities as such) without the Arranger’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned); provided that any change in the Acquisition Consideration shall not be deemed to be materially adverse to the interests of the Lenders or the Arranger and shall not require the consent of the Arranger if such change results in the number of shares of Parent Common Stock (as defined in the Acquisition Agreement) for which each share of Company Common Stock (as defined in the Acquisition Agreement), other than any Exception Shares (as defined in the Acquisition Agreement), may be converted pursuant to the Acquisition Agreement increasing or decreasing by 7.5% or less.

2.    (x) The Arranger shall have received (a) U.S. GAAP audited consolidated balance sheets and related consolidated statements of income and comprehensive income, of shareholders’ equity and of cash flows of the Borrower and its subsidiaries for the three most recent fiscal years ended at least 60 days prior to the Closing Date and (b) U.S. GAAP unaudited consolidated balance sheets and related consolidated statements of income and comprehensive income, of shareholders’ equity and of cash flows of the Borrower and its subsidiaries for each subsequent fiscal quarter ended at least 40 days before the Closing Date (other than the last fiscal quarter of any fiscal year); provided that in each case the financial statements required to be delivered by this paragraph 2(x) shall meet the requirements of Regulation S-X under the Securities Act, and all other accounting rules and regulations of the SEC promulgated thereunder applicable to a registration statement on Form S-3, in all material respects. The Arranger hereby acknowledges receipt of the financial statements in the foregoing clause (a) for the fiscal years ended December 31, 2017, December 31, 2016 and December 31, 2015, and in the foregoing clause (b) for the fiscal quarters ended September 30, 2018, June 30, 2018 and March 31, 2018. The Borrower’s filing of any required audited financial statements with respect to the Borrower on Form 10-K or required unaudited financial statements with respect to the Borrower on Form 10-Q, in each case, will satisfy the requirements under clauses (a) or (b), as applicable, of this paragraph.

(y) The Arranger shall have received (a) U.S. GAAP audited consolidated balance sheets and related consolidated statements of operations, comprehensive income, equity and cash flows of the Acquired Company and its subsidiaries for the three most recent fiscal years ended at least 60 days prior to the Closing Date and (b) U.S. GAAP unaudited consolidated balance sheets and related consolidated statements of income, comprehensive income, equity and cash flows of the Acquired Company and its subsidiaries for each subsequent fiscal quarter ended at least 40 days before the Closing Date (other than the last fiscal quarter of any fiscal year); provided that in each case the financial statements required to be

delivered by this paragraph 2(y) shall meet the requirements of Regulation S-X under the Securities Act, and all other accounting rules and regulations of the SEC promulgated thereunder applicable to a registration statement on Form S-3 (regardless of when such financial statements are required to be filed with the SEC), in all material respects. The Arranger hereby acknowledges receipt of the financial statements in the foregoing clause (a) for the fiscal years ended December 31, 2017, December 31, 2016 and December 31, 2015, and in the foregoing clause (b) for the fiscal quarters ended September 30, 2018, June 30, 2018 and March 31, 2018. The Acquired Company’s filing of such required audited financial statements with respect to the Acquired Company on Form 10-K or required unaudited financial statements with respect to the Acquired Company on Form 10-Q, in each case, will satisfy the requirements under clauses (a) or (b), as applicable, of this paragraph.

(z) The Arranger shall have received pro forma financial statements, in each case as would be required to be included in a registration statement on Form S-3 (regardless of when such pro forma financial statements are required to be filed with the SEC) and which shall meet the requirements of Regulation S-X under the Securities Act and all other accounting rules and regulations of the SEC promulgated thereunder applicable to a registration statement on Form S-3, in all material respects; provided, however, to the extent such pro forma financial statements are filed by the Borrower with the SEC, the condition set forth in this paragraph (z) shall be deemed satisfied.

3.    Since the date of the Acquisition Agreement, no event or events have occurred that have had or would reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect (as defined in the Acquisition Agreement as in effect on the date hereof) on the Acquired Company.

4.    Each of the Acquisition Agreement Representations and the Specified Representations shall be true and correct in all material respects to the extent required by the Limited Conditionality Provisions at the time of and, after giving effect to, the making of the loans under the Bridge Facility on the Closing Date.

5.    The execution and delivery by the Borrower of the Bridge Facility Documentation consistent with the terms set forth or referred to in this Commitment Letter (but taking into account the market flex provisions set forth in the Fee Letter) shall have occurred.

6.    The Administrative Agent shall have received customary legal opinions of counsel to the Borrower, corporate organizational documents of the Borrower, a good standing certificate of the Borrower from the jurisdiction of organization of the Borrower, resolutions and a customary closing certificate of the Borrower, and a customary borrowing notice, in each case as are customary for transactions of this type (collectively, the “Closing Deliverables”).

7.    The Administrative Agent shall have received a solvency certificate from the chief financial officer of the Borrower in substantially the form of Annex C-I hereto.

8.    The Arranger and the Lenders shall have received all fees and, to the extent invoiced at least three business days prior to the Closing Date, expenses required to be paid on or prior to the Closing Date pursuant to the Fee Letter or the Bridge Facility Documentation.

9.    The Arranger shall have received, at least three business days prior to the Closing Date (to the extent requested in writing at least ten business days prior to the Closing Date), all documentation

C-2

and other information with respect to the Borrower that the Arranger reasonably determines is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and, to the extent applicable, the Beneficial Ownership Regulation.

10.    All obligations (other than contingent obligations (including indemnification obligations) that by their terms are to survive the termination of the relevant loan documentation and debt instruments evidencing third party debt) for borrowed money of the Acquired Business as set forth in Annex D shall have been (or substantially concurrently with the funding of the Facilities shall be) repaid or satisfied and discharged, and in connection therewith all guarantees and liens shall have been released, on or prior to the Closing Date.

11.    Solely as a condition to the effectiveness of the Replacement Revolving Credit Facility and JPMorgan’s obligation to enter into the Amendment, the execution by the Borrower of documentation with respect to the Amendment (the “Amendment Documentation”) or the Replacement Revolving Credit Facility (the “Replacement Revolving Credit Facility Documentation” and, together with the Bridge Facility Documentation and the Amendment Documentation, the “Credit Documentation”), as the case may be, which shall be subject to the Documentation Principles and contain only the conditions expressly set forth in paragraphs 1 through 10 of this Annex C (with references to the Bridge Facility Documentation therein replaced with references to the Amendment Documentation or the Replacement Revolving Credit Facility Documentation, as the case may be).

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ANNEX C-I

Form of Solvency Certificate

[DATE]

This Solvency Certificate (“Certificate”) of [                ] (“the Borrower”), and its Subsidiaries is delivered pursuant to Section [    ] of the $[            ] Senior Unsecured Bridge Term Loan Credit Agreement, dated as of [                    ] (the “Credit Agreement”), by and among the Borrower, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent. Unless otherwise defined herein, capitalized terms used in this Certificate shall have the meanings set forth in the Credit Agreement.

I, [        ], the duly elected, qualified and acting [Chief Financial Officer] of the Borrower and its Subsidiaries, DO HEREBY CERTIFY that I have reviewed the Credit Agreement and the other Loan Documents referred to therein and have made such investigation as I have deemed necessary to enable me to express a reasonably informed opinion as to the matters referred to herein.

I HEREBY FURTHER CERTIFY, in my capacity as [Chief Financial Officer] and not in my individual capacity, that as of the date hereof, immediately after giving effect to the Transactions:

1.    The fair value of the assets of the Borrower and its Subsidiaries, on a consolidated basis, at a fair valuation on a going concern basis, exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise.

2.    The present fair saleable value of the property of the Borrower and its Subsidiaries, on a consolidated and going concern basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured in the ordinary course of business.

3.    The Borrower and its Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured in the ordinary course of business.

4.    The Borrower and its Subsidiaries are not engaged in businesses, and are not about to engage in businesses for which they have unreasonably small capital.

For purposes of this Certificate, the amount of any contingent liability at any time shall be computed as the amount that, in light of all the facts and circumstances existing as of the date hereof, would reasonably be expected to become an actual and matured liability.

For the purpose of the foregoing, I have assumed there is no default under the Credit Agreement on the date hereof and will be no default under the Credit Agreement after giving effect to the funding under the Credit Agreement.

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ANNEX D

PROJECT FLAMINGO

Acquired Business Debt Instruments to be Repaid on or prior to the Closing Date