BARCLAYS 745 Seventh Avenue New York, NY 10019

Borrower:

Skyworks Solutions, Inc., a Delaware corporation (the “Borrower”).

Transactions:

As set forth in Exhibit A to the Commitment Letter.

Administrative Agent and Collateral Agent:

Barclays Bank PLC (“Barclays”) will act as sole administrative agent and sole collateral agent (in such capacities, the “Administrative Agent”) for a syndicate of banks, financial institutions and other institutional lenders and investors reasonably acceptable to the Lead Arrangers and the Borrower, excluding any Disqualified Lender (together with the Initial Lenders, the “Lenders”), and will perform the duties customarily associated with such roles.

Lead Arrangers and Joint Bookrunners:

Barclays Bank PLC (“Barclays”) will act as lead arranger (together with any Additional Arrangers appointed in accordance with the terms set forth in the Commitment Letter each in such capacity, a “Lead Arranger” and, together, the “Lead Arrangers”) and bookrunner (each in such capacity, a “Joint Bookrunner” and, together, the “Joint Bookrunners”), in each case, for the Term Facility, and will perform the duties customarily associated with such roles.

Syndication Agent:

Barclays will act as syndication agent for the Term Facility.

Co-Documentation Agents:

One or more entities to be agreed will act as co-documentation agents for the Term Facility.

Term Facility:

A senior secured term loan B facility in an aggregate principal amount of $1,857 million, which shall consist of, at the option of the Borrower (such selection to be made prior to the launch of general syndication for the Term Facility (as defined below)):

(a) a tranche 1 term loan commitment of no less than $250 million (or such lesser amount as agreed by Barclays in its sole discretion) and, together with the commitments in respect of Tranche 2 below, no more than $1,857 million (“Tranche 1”); and/or

The loans under the Term Facility are referred to as the “Loans”. The Lenders holding such Loans are referred to as the “Term Lenders”.

Incremental Term Facilities:

The Facility Documentation will permit the Borrower (x) to add one or more incremental term loan facilities (of the same class or different classes) to the Term Facility (each, an “Incremental Term Facility” and the commitments in respect thereof, the “Incremental Term Commitments”) and (y) add a revolving facility and further commitment increases thereunder (each, an “Incremental Revolving Facility” and, together with any Incremental Term Facility, collectively, the “Incremental Facilities”) in an aggregate amount not to exceed (A) $1,400 million plus (B) an unlimited amount such that, after giving effect to the incurrence of any such Incremental Facility (assuming, in the case of the Incremental Revolving Facility, the commitments thereunder are drawn in full) and other customary pro forma adjustments, the First Lien Leverage Ratio (to be defined) is less than or equal to 3.00:1.00.

Lenders (except for covenants or defaults (x) applicable only to periods after the latest maturity date of the Term Facility or any Incremental Term Facility existing at the time of such incurrence or (y) as are beneficial to the Lenders and are incorporated into the Facility Documentation for the benefit of all existing Term Lenders (which may be accomplished without further amendment requirements)); and

(v)           any Incremental Revolving Facility shall be established under the Facility Documentation on terms and pursuant to documentation to be agreed between the Borrower and the applicable lenders providing the Incremental Revolving Facility; provided that any Incremental Revolving Facility will (i) mature no earlier than, and will require no commitment reduction prior to the date that is five years from the Closing Date, (ii) require no scheduled amortization, (iii) not have covenants and defaults more favorable (taken as a whole) to the lenders providing such Incremental Revolving Facility than the terms of the Facility Documentation (when taken as a whole) are to the existing Lenders (except for covenants and defaults (x) as are customary for revolving credit facilities (including financial covenants), (y) applicable only to periods after the latest maturity date of the Term Facility or any Incremental Term Facility existing at the time of such incurrence and (z) as are beneficial to the Lenders and are incorporated into the Facility Documentation for the benefit of all existing Term Lenders (which may be accomplished without further amendment requirements) and (iv) if any prior Incremental Revolving Facility has been established (and is not being refinanced), such Incremental Revolving Facility shall be established as an increase in commitments under such prior Incremental Revolving Facility with identical terms.

The Borrower may (but is not obligated to) seek commitments in respect of the Incremental Facilities from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and from additional banks, financial institutions and other institutional lenders or investors (other than Disqualified Lenders) who will become Lenders in connection therewith (“Additional Lenders”); provided that the restrictions applicable to Affiliated Lenders set forth under “Assignments and Participations” shall apply to commitments in respect of Incremental Term Facilities.

then-outstanding loans under any Incremental Term Facility or (z) have scheduled amortization, (iv) to the extent secured, shall not be secured by any lien on any asset of any Borrower or any Guarantor that does not also secure the Term Facility or any existing Incremental Facility, or be guaranteed by any person other than the Guarantors, and (vi) to the extent secured, shall be subject to an intercreditor agreement, the form of which will be attached as an exhibit to the credit agreement for the Term Facility.

Refinancing Facilities:

The Facility Documentation will permit the Borrower to refinance loans (including by extending the maturity) under the Term Facility or loans under any Incremental Term Facility from time to time, in whole or part, with (1) one or more new term facilities under the Facility Documentation with the consent of the Borrower and the institutions providing such term loan facility (collectively referred to herein as “Refinancing Facilities”) or (2) one or more series of (x) senior notes or loans (which may be unsecured or secured by the Collateral on a junior basis or, in the case of notes, pari passu basis) or (y) unsecured notes or loans that will be subordinated to the obligations under the Term Facility and any other senior secured or senior unsecured notes or loans (such notes or loans under this clause (2), “Refinancing Notes” and, together with the Refinancing Facilities, the “Refinancing Indebtedness”); provided that (i) any Refinancing Facility does not mature prior to, or have a shorter weighted average life than, the Term Facility or Incremental Term Facility being refinanced, (ii) any Refinancing Notes that are either unsecured or secured on a junior lien basis shall not mature prior to the date that is 91 days after the latest maturity date of the loans under the Term Facility or the loans under any then-existing Incremental Term Facility, (iii) any Refinancing Notes that are either unsecured or secured on a junior lien basis shall not have any mandatory redemption features (other than customary asset sale, insurance and condemnation proceeds events, change of control offers or events of default, as applicable) that could result in redemptions of such Refinancing Notes prior to the date that is 91 days after the latest maturity date of the loans under the Term Facility or any then-outstanding loans under any Incremental Term Facility, (iv) the amount of any Refinancing Indebtedness does not exceed the amount of indebtedness being refinanced (plus any premium, accrued interest or fees and expenses incurred in connection with the refinancing thereof), (v) any Refinancing Indebtedness is incurred or issued, as applicable, by the Borrower, is not guaranteed by any entities that do not guarantee the Term Facility and is not secured by any assets not securing the Secured Obligations (as defined below), (vi) in the case of any secured Refinancing Notes, is subject to an intercreditor agreement, the form of which will be attached as an exhibit to the credit agreement for the Term Facility, and (vii) the terms and conditions of any Refinancing Indebtedness (excluding pricing, interest rate margins, rate floors, discounts, fees, premiums and prepayment or redemption provisions) are not materially more favorable (when taken as whole) to the lenders or investors providing such Refinancing Indebtedness than the terms and conditions of the Facility Documentation (when taken as a whole) are to the Lenders (as determined by the Borrower in good faith) (except for (x) covenants or other provisions applicable only to periods after the latest maturity date of any Term Facility or Incremental Term Facility existing at the time of such refinancing or (y) as are incorporated into the Facility Documentation for the benefit of all existing Lenders (which may be accomplished without further amendment requirements)); provided that no junior lien or unsecured Refinancing Indebtedness shall have scheduled amortization.

Purpose:

(A)       The proceeds of borrowings under the Term Facility will be used by the Borrower on the Closing Date, together with cash on hand at the Borrower and its

subsidiaries, solely to pay the Acquisition Funds (including, at the Borrower’s election, to fund original issue discount or upfront fees required pursuant to the “Market Flex Provisions” in the Fee Letter) to the extent otherwise permitted above.

(B)       The proceeds of any Incremental Term Facility may be used by the Borrower and its subsidiaries for working capital and other general corporate purposes, including the financing of permitted acquisitions, other permitted investments and dividends and other permitted distributions on account of the capital stock of the Borrower.

Availability:

The Term Facility will be available in a single drawing on the Closing Date. Amounts borrowed under the Term Facility that are repaid or prepaid may not be reborrowed.

Interest Rates and Fees:

As set forth on Annex I hereto.

Default Rate:

With respect to overdue principal, at the applicable interest rate plus 2.00% per annum, and with respect to any other overdue amount (including overdue interest), at the interest rate applicable to ABR loans (as defined in Annex I) plus 2.00% per annum, which, in each case, shall be payable on demand.

Final Maturity and Amortization:

Tranche 1 will mature on the date that is five years after the Closing Date. Tranche 2 will mature on the date that is seven years after the Closing Date.

Each Tranche and will amortize in equal quarterly installments, commencing with the last day of the first full fiscal quarter ending after the Closing Date, in aggregate annual amounts equal to 1% of the original principal amount of such Tranche, with the balance of such Tranche payable on the applicable maturity date thereof.

The Facility Documentation shall contain customary “amend and extend” provisions pursuant to which individual Lenders may agree to extend the maturity date of their outstanding Loans or loans under any Incremental Term Facility (which may include, among other things, an increase in the interest rate payable with respect of such extended Term Loans or loans under any Incremental Term Facility, with such extensions subject to customary conditions to be agreed, but not subject to “most favored nation” pricing provisions) upon the request of the Borrower and without the consent of any other Lender (it is understood that (i) no existing Lender will have any obligation to commit to any such extension and (ii) each Lender under the class being extended shall have the opportunity to participate in such extension on the same terms and conditions as each other Lender under such class).

Guarantees:

All obligations of the Borrower under the Term Facility (the “Borrower Obligations”) and, at the option of the Borrower, under any interest rate protection or other swap or hedging arrangements to be agreed (other than any obligation of any Guarantor to pay or perform under any agreement, contract, or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act (a “Swap”), if, and to the extent that, all or a portion of the guarantee by such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation, or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof)), and obligations under cash management arrangements, in each case

entered into with a Lender, Lead Arranger, Joint Bookrunner, the Administrative Agent or any affiliate of a Lender, Lead Arranger, Joint Bookrunner or the Administrative Agent at the time such transaction is entered into (“Hedging/Cash Management Arrangements”) will be unconditionally guaranteed jointly and severally on a senior basis (the “Guarantees”) by each existing and subsequently acquired or organized direct or indirect wholly-owned restricted subsidiary of the Borrower (the “Subsidiary Guarantors”) and by the Borrower (together with the Subsidiary Guarantors, the “Guarantors”); provided that Guarantors shall not include (a) unrestricted subsidiaries, (b) immaterial or other excluded subsidiaries (to be defined), (c) any subsidiary that is prohibited or restricted by applicable law, rule or regulation or by any contractual obligation existing on the Closing Date or on the date any such subsidiary is acquired (so long in respect of any such contractual prohibition such prohibition is not incurred in contemplation of such acquisition), in each case from guaranteeing the Term Facility or which would require governmental (including regulatory) consent, approval, license or authorization to provide a Guarantee, or for which the provision of a Guarantee would result in a material adverse tax consequence (including as a result of the operation of Section 956 of the Internal Revenue Code of 1986, as amended (the “IRS Code”) or any similar law or regulation in any applicable jurisdiction) to the Borrower or one of its subsidiaries (as reasonably determined by the Borrower in consultation with the Administrative Agent), (d) any direct or indirect subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the IRS Code (any such subsidiary, a “CFC Subsidiary”), (e) any direct or indirect U.S. subsidiary that has no material assets other than equity of one or more direct or indirect CFC Subsidiaries (any such U.S. subsidiary, a “FSHCO”) and (f) any not-for-profit subsidiaries, captive insurance companies or other special purpose subsidiaries.

Notwithstanding the foregoing, subsidiaries may be excluded from the guarantee requirements in circumstances where the Administrative Agent and the Borrower reasonably agree that the cost of providing such a guarantee is excessive in relation to the value afforded thereby.

Security:

Subject to the limitations set forth below in this section and subject to the Limited Conditionality Provisions, the Borrower Obligations, the Guarantees and, at the option of the Borrower, the Hedging/Cash Management Arrangements (collectively, the “Secured Obligations”) will be secured, on a first priority basis, by: (a) a perfected first priority pledge of 100% of the equity interests of each direct, wholly-owned, material restricted subsidiary of the Borrower and of each Subsidiary Guarantor (which pledge, in the case of capital stock of any CFC Subsidiary or FSHCO, shall be limited to no more than 65% of the voting capital stock of such CFC Subsidiary or FSHCO and 100% of any non-voting capital stock of such entity) (b) perfected first priority security interests in substantially all tangible and intangible personal property of the Borrower and each Guarantor (including but not limited to accounts receivable, inventory, equipment, general intangibles (including contract rights), investment property, U.S. intellectual property(2), intercompany notes, instruments, chattel paper and documents, letter of credit rights, commercial tort claims and proceeds of the foregoing) and (c) all proceeds and products of the foregoing (the items described in clauses (a), (b) and (c) above, but excluding the Excluded Assets (as defined below), collectively, the “Collateral”). The pledges of and security interests in the Collateral granted by the Borrower and each

Guarantor shall secure its own respective Secured Obligations.

Notwithstanding anything to the contrary, the Collateral shall exclude the following: (i) (A) any fee-owned real property and (B) all real property leasehold interests (including requirements to deliver landlord lien waivers, estoppels and collateral access letters), (ii) any governmental licenses or state or local franchises, charters or authorizations, to the extent a security interest in any such licenses, franchise, charter or authorization would be prohibited or restricted thereby (including any legally effective prohibition or restriction, but excluding any prohibition or restriction that is ineffective under the UCC), (iii) pledges and security interests prohibited by applicable law, rule or regulation (including any legally effective requirement to obtain the consent of any governmental authority), (iv) margin stock and, to the extent prohibited by, or creating an enforceable right of termination in favor of any other party thereto under (other than the Borrower or a restricted subsidiary), the terms of any applicable organizational documents, joint venture agreement or shareholders’ agreement, equity interests in any person other than wholly-owned restricted subsidiaries, (v) assets to the extent a security interest in such assets would result in material adverse tax consequences as reasonably determined by the Borrower in consultation with the Administrative Agent, (vi) any intent-to-use trademark application prior to the filing and acceptance by the United States Patent and Trademark Office of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, (vii) any lease, license or other agreement or any property subject thereto (including pursuant to a purchase money security interest or similar arrangement) to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money arrangement or create a right of termination in favor of any other party thereto (other than the Borrower or a restricted subsidiary) after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other similar applicable law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code or other similar applicable law notwithstanding such prohibition, (viii) in excess of 65% of the voting capital stock of (A) any CFC Subsidiary or (B) any FSHCO, (ix) any asset of a CFC Subsidiary and (x) certain other assets to be agreed. The Collateral may also exclude those assets as to which the Administrative Agent and the Borrower reasonably agree that the cost of obtaining such a security interest or perfection thereof are excessive in relation to the benefit to the Lenders of the security to be afforded thereby (the foregoing described in the previous two sentences are collectively referred to as the “Excluded Assets”). In addition, (a) control agreements shall not be required with respect to any deposit accounts, securities accounts or commodities accounts, (b) no perfection actions shall be required with respect to motor vehicles and other assets subject to certificates of title, (c) share certificates of immaterial subsidiaries shall not be required to be delivered, (d) in no event shall notices be required to be sent to account debtors or other contractual third parties prior to the occurrence and during the continuance of an event of default and (e) no perfection actions shall be required with respect to letter of credit rights or commercial tort claims, except to the extent perfection is accomplished solely by the filing of a UCC financing statement or analogous filings in the jurisdiction of the applicable Guarantor (it being understood that no actions shall be required to perfect a security interest in chattel paper, letter of credit rights or commercial tort claims, other than the filing of a UCC financing statement or analogous filings in the jurisdiction of the applicable Guarantor) and promissory notes evidencing debt for borrowed money in a principal amount of less than an amount to be agreed. No foreign-law governed security documents will be required other than local law share pledge agreements, unless the benefits of any such agreement are outweighed by the

burdens or it would be impracticable to implement any such agreement.

Subject to the Limited Conditionality Provisions, all the above-described pledges and security interests shall be created on terms to be agreed; and none of the Collateral shall be subject to other pledges, security interests or mortgages, other than certain customary permitted encumbrances and other exceptions and baskets to be set forth in the Facility Documentation.

Mandatory Prepayments:

Loans under the Term Facility and under any Incremental Term Facility shall be prepaid with:

(A)       commencing with the first full fiscal year of the Borrower after the Closing Date, an amount equal to 50% of Excess Cash Flow (to be defined) or, if the First Lien Leverage Ratio (to be defined) is (x) greater than or equal to 1.00:1.00 but less than 1.50:1.00, 25% and (y) less than 1.00:1.00, 0% ; provided that, for any fiscal year, at the Borrower’s option, any voluntary prepayments of Term Loans and loans under Incremental Term Facilities made during such fiscal year or after year-end and prior to the time such Excess Cash Flow prepayment is due, may be credited against Excess Cash Flow prepayment obligations on a dollar-for-dollar basis for such fiscal year (without duplication of any such credit in any prior or subsequent fiscal year);

(B)       an amount equal to 100% of the net cash proceeds of non-ordinary course asset sales (other than the sale of the business identified by the Borrower by name in writing prior to the date of the commitment letter to which this Exhibit B is attached) or other dispositions by the Borrower and its restricted subsidiaries in excess of a materiality threshold to be agreed after the Closing Date (including insurance and condemnation proceeds and sale leaseback proceeds) and subject to the right of the Borrower and the other restricted subsidiaries to reinvest in assets useful in the business of the Borrower and its restricted subsidiaries if such proceeds are reinvested (or committed to be reinvested) within 365 days (and if so committed to be reinvested, actually reinvested within 180 days after such 365 day period); and

(C)       an amount equal to 100% of the net cash proceeds of issuances of debt obligations of Borrower and its restricted subsidiaries after the Closing Date (other than debt permitted under the Facility Documentation, except in respect of Refinancing Indebtedness).

Amounts prepaid pursuant to any mandatory prepayment of the Term Facility shall be (x) allocated ratably among each Tranche and (y) applied to scheduled installments of principal in the direct order of maturity.

Notwithstanding the foregoing, the Facility Documentation will provide that, in the event that any Refinancing Indebtedness in respect of the Term Facility or any other indebtedness that is secured on an equal priority basis (but without regard to the control of remedies) with the Term Facility (collectively, “Additional First Lien Debt”), shall be issued or incurred, such Additional First Lien Debt may share no more than ratably in any prepayments required by the foregoing provisions of clauses (B) and (C).

Prepayments from non-U.S. subsidiaries’ Excess Cash Flow and asset sale or other disposition proceeds will be limited in a manner to be agreed if such prepayments would result in material adverse tax consequences or would be prohibited or restricted by applicable law, rule or regulation; provided that the Borrower shall use commercially reasonable efforts to take all actions required by applicable law, rule or regulation to permit such payment and to eliminate such tax consequences.

At the Borrower’s option with customary notice, any Term Lender may elect not to accept its pro rata portion of any mandatory prepayment other than a prepayment described in clause (C) above.

Voluntary Prepayments and Reductions in Commitments:

Voluntary prepayments of borrowings under the Term Facility will be permitted at any time upon one business day’s (or, in the case of prepayment of Adjusted LIBOR (as defined in Annex I to Exhibit B attached hereto) borrowings, three business days’) notice, in minimum principal amounts to be agreed, subject to reimbursement of the Lenders’ redeployment costs in the case of a prepayment of Adjusted LIBOR borrowings other than on the last day of the relevant interest period, without premium or penalty (other than as set forth in second succeeding paragraph).

All voluntary prepayments of the Term Facility and any Incremental Term Facility will be applied as directed by the Borrower (and absent such direction, in direct order of maturity thereof, in the case of any prepayment of Term Facility or any Incremental Term Facility), including to any class of extending or existing Loans in such order as the Borrower may designate.

Any Repricing Event (as defined below) (including any yank-a-bank assignment solely as a result of a Lender failing to agree to an amendment to waive or agree to an amendment that constitutes a Repricing Event) with respect to all or any portion of the Loans that occurs prior to the date that is six months after the Closing Date, shall be subject to a prepayment premium of 1% of the principal amount of the Loans so prepaid, refinanced, amended or mandatorily assigned. For the purposes of this paragraph, “Repricing Event” shall mean (x) any prepayment or refinancing (other than in connection with any transaction that would, if consummated, constitute a change of control) of the Term Facility with any new or replacement tranche of syndicated bank financings with a lower effective yield (as determined by the Administrative Agent) than the effective yield (as determined by the Administrative Agent) of the Term Facility, or (y) any amendment (including any yank-a-bank assignment in connection therewith) (other than an amendment of the Term Facility in connection with any transaction that would, if consummated, constitute a change of control) that reduces the effective yield (as determined by the Administrative Agent) of the Term Facility.

Conditions to Initial Borrowing:

Subject to the Limited Conditionality Provisions, the availability of the Term Facility on the Closing Date will be subject solely to (a) delivery of a customary borrowing notice and (b) the applicable conditions set forth in Section 6 of the Commitment Letter.

Facility Documentation:

The definitive documentation for the Term Facility (the “Facility Documentation”) shall be negotiated in good faith within a reasonable time period to be determined based on the expected Closing Date and taking into account the syndication of the Term Facility and the requirements of the Merger Agreement and shall (i) be based upon and give due regard to the definitive documentation for that certain term loan credit agreement separately agreed to by the Borrower and the Arrangers with appropriate modifications

to baskets and materiality thresholds to reflect the size, leverage and ratings of the Borrower after giving effect to the Transactions, (ii) contain the terms and conditions set forth in this Term Sheet, (iii) reflect the operational and strategic requirements of the Borrower and its subsidiaries in light of their size, industries and practices, (iv) reflect the customary agency and operational requirements of the Administrative Agent and (v) be in a form such that they do not impair the availability of the Term Facility on the Closing Date if the conditions to funding set forth in Section 6 of the Commitment Letter are satisfied.

Representations and Warranties:

Limited to the following (to be applicable to the Borrower and its restricted subsidiaries (or, as set forth below, its subsidiaries) only): organizational status and good standing; power and authority, due authorization, execution, delivery and enforceability of Facility Documentation; with respect to the execution, delivery and performance of the Facility Documentation, no violation of, or conflict with, material law, organizational documents or material agreements; compliance with law; adverse litigation; margin regulations; material governmental approvals with respect to the execution, delivery and performance of the Term Facility; Investment Company Act; accurate and complete disclosure; accuracy of historical financial statements (including pro forma financial statements based on historical balance sheets); no material adverse effect; taxes; insurance; ERISA; compliance by the Borrower and its subsidiaries with Patriot Act, OFAC, FCPA and other anti-money laundering rules and regulations and laws applicable to sanctioned persons; material consents and approvals; ownership of property; subsidiaries; intellectual property; environmental laws; use of proceeds; status of the Term Facility as “senior debt”; ownership of properties; creation, perfection, validity and priority of liens and other security interests (subject to the Limited Conditionality Provisions); and consolidated Closing Date solvency of the Borrower and its subsidiaries, taken as a whole, subject, where applicable, in the case of each of the foregoing representations and warranties, to qualifications and limitations for materiality to be mutually agreed.

Affirmative Covenants:

Limited to the following (to be applicable to the Borrower and its restricted subsidiaries (or, as set forth below, its subsidiaries) only): delivery of annual audited and quarterly unaudited financial statements of the Borrower or any direct or indirect parent of the Borrower (subject to delivery of customary consolidating information explaining the differences between financials of the Borrower and such parent) and its consolidated subsidiaries prepared in accordance GAAP within 90 days of the end of any fiscal year and 45 days of the end of the first three fiscal quarters of any fiscal year, and, in connection with the annual financial statements, an annual audit opinion from nationally recognized auditors that is not subject to any qualification as to “going concern” or scope of the audit, quarterly delivery of a management discussion and analysis, annual budget reports in the form customarily prepared by management (with delivery time periods to be consistent with the delivery requirements for the audited annual financial statements), officers’ compliance certificates and other information reasonably requested by the Administrative Agent; notices of defaults and notices of litigation, ERISA events and environmental liability resulting in a material adverse change; inspections by the Administrative Agent (once per year (so long as there is no ongoing event of default) and subject to cost reimbursement limitations); maintenance of property (subject to casualty, condemnation and normal wear and tear) and customary insurance; maintenance of existence and corporate franchises, rights and privileges; maintenance and inspection of books and records; payment of taxes; compliance with laws and regulations (including ERISA and environmental laws); compliance by the Borrower and its subsidiaries with Patriot Act, OFAC, FCPA and other anti-money laundering rules and regulations and

laws applicable to sanctioned persons; commercially reasonable efforts to maintain public corporate credit/family ratings of the Borrower and ratings of the Term Facility from Moody’s and S&P (but not to maintain a specific rating); additional Guarantors and Collateral (subject to limitations set forth under “Guarantees” and “Security” above); use of proceeds; changes in lines of business; changes of fiscal year; designation (and redesignation) of Unrestricted Subsidiaries; and further assurances on collateral matters (subject to limitations set forth above in “Security”), subject, where applicable, in the case of each of the foregoing covenants, to exceptions, baskets, thresholds and qualifications to be provided in the Facility Documentation to be mutually agreed.

Negative Covenants:

Limited to the following (to be applicable to the Borrower and its restricted subsidiaries) limitations on:

a)             the incurrence of debt (which shall permit, among other things, (i) indebtedness incurred and/or assumed in connection with a Permitted Acquisition (as defined below), subject to (x) the terms set forth below regarding debt assumed or incurred in connection with a Permitted Acquisition and (y) a cap on the aggregate amount of debt that may be incurred by non-guarantors in connection with a Permitted Acquisition or pursuant to clause (ii) below equal to the greater of $250 million and 15% of EBITDA (to be defined), (ii) unlimited unsecured debt (subject to the shared cap on the aggregate amount of debt that may be incurred by non-guarantors as described in clause (i) above) so long as, on a pro forma basis, the Total Leverage Ratio is less than 4.00:1.00, (iii) purchase money debt and capital leases in an aggregate amount not to exceed the greater of $250 million and 20% of EBITDA, and (iv) certain indebtedness of foreign subsidiaries in an aggregate amount not to exceed the greater of $200 million and 10% of EBITDA);

b)             liens (which shall permit, among other things, customary liens associated with permitted capital leases, purchase money debt and indebtedness of foreign subsidiaries);

c)              mergers, consolidations and other fundamental changes;

d)             asset sales (including sales of subsidiaries), transfers and other dispositions of assets and sale and lease back transactions;

e)              investments and acquisitions (which shall permit, among other things, (i) Permitted Acquisitions, (ii) investments, including intercompany investments, in foreign subsidiaries subject to limits to be agreed and (iii) unlimited additional investments, including intercompany investments, so long as, on a pro forma basis, the Total Leverage Ratio is less than 2.75:1.00);

f)               dividends, redemptions, repurchases and other restricted payments with respect to equity (which shall permit, among other things, (i) subject to no default or event of default at the time of declaration, dividends by the Borrower in an annual amount up to the greater of $350 million and 30% of EBITDA per fiscal year; and (ii) unlimited additional amounts so long as (x) no default or event of default has occurred and is continuing or would result therefrom and (y) pro forma Total Leverage Ratio is less 2.50:1.00);

g)              prepayments or redemptions of any subordinated, junior lien or unsecured indebtedness (collectively, “Junior Debt”) or amendments of the documents governing such Junior Debt in a manner (when taken as a whole) materially adverse to the Lenders (which shall permit, among other things, unlimited prepayments or redemptions of Junior Debt so long as (x) no default or event of default has occurred and is continuing or would result therefrom and (y) pro forma Total Leverage Ratio is less 2.50:1.00);

h)             burdensome agreements (negative pledge clauses with respect to the Collateral), subsidiary dividends and transfers of assets;

i)                 transactions with affiliates;

j)                change in the nature of their business or fiscal years; and

k)             negative pledge with respect to U.S. owned real property and U.S. owned foreign IP not constituting collateral.

The negative covenants will be subject, in the case of each of the foregoing covenants, to exceptions (including an exception for Permitted Restructuring Transactions (to be defined), qualifications and “baskets” to be mutually agreed. In addition, certain negative covenants shall include an “Available Amount Basket”, which shall equal the sum, without duplication, of the following: (a) a $250 million starter basket, plus (b) the retained portion of excess cash flow (i.e. the portion of excess cash flow that is not required to be offered to be applied to repay the Term Loans), plus (c) the cash proceeds of new public common equity issuances of the Borrower, plus (d) returns, profits, distributions and similar amounts received in cash by the Borrower and its restricted subsidiaries on investments made using the Available Amount Basket (not to exceed the original amount of such investments made under the Available Amount Basket), plus (e) investments of the Borrower and its restricted subsidiaries in any unrestricted subsidiary out of the Available Amount Basket that has been re-designated as a restricted subsidiary or that has been merged or consolidated with or into the Borrower or any of its restricted subsidiaries (not to exceed the original amount of such investments made under the Available Amount Basket), plus (f) the aggregate amount of all “declined proceeds”. Subject to compliance with a Total Leverage Ratio of no greater than 3.00:1.00 and other customary conditions to be agreed, the Available Amount Basket may be used for investments, dividends and distributions and the prepayment or redemption of Junior Debt.

become Collateral) will be subject to the applicable limitations on investments in non-Guarantor subsidiaries to be specified in the Facility Documentation.

Financial Covenant:

None.

Unrestricted Subsidiaries:

The Facility Documentation will contain provisions pursuant to which, the Borrower will be permitted to designate any existing or subsequently acquired or organized subsidiary as an “unrestricted subsidiary” and subsequently re-designate any such unrestricted subsidiary as a restricted subsidiary so long as, after giving effect to any such designation or re-designation, (a) the fair market value of such subsidiary at the time it is designated as an “unrestricted subsidiary” shall be treated as an investment by the Borrower at such time, (b) no event of default under the Facility Documentation has occurred or is continuing or would exist after giving effect thereto, (c) such subsidiary is not a “restricted subsidiary” with respect to certain types of funded debt and (d) other customary conditions to be agreed are satisfied. Unrestricted subsidiaries will not be subject to the representation and warranties, affirmative or negative covenant or event of default provisions of the Facility Documentation (except as set forth herein with regard to certain laws) and the results of operations and indebtedness of unrestricted subsidiaries will not be taken into account for purposes of determining compliance with any financial ratio contained in the Facility Documentation.

Events of Default:

Limited to the following (and subject to grace periods, notice requirements, thresholds and materiality qualifications to be mutually reasonably agreed (to be applicable to the Borrower and its restricted subsidiaries only): nonpayment of principal, interest or other amounts; violation of covenants (subject, in the case of certain affirmative covenants, to a thirty day grace period after notice); incorrectness of representations and warranties in any material respect; cross default and cross acceleration to material indebtedness of an amount in excess of an amount to be agreed; bankruptcy or other insolvency events of the Borrower or its material restricted subsidiaries (with a 60 day grace period for involuntary events); undischarged material monetary judgments of an amount in excess of an amount to be agreed; ERISA or similar events; actual or asserted (in writing) invalidity of material Guarantees or security interest in Collateral or intercreditor agreement; and change of control (to be defined).

Voting:

Amendments and waivers of the Facility Documentation will require the approval of Lenders holding more than 50% of the aggregate amount of the Loans (the “Required Lenders”) and no acknowledgment by the Administrative Agent shall be required, and (i) the consent of each Lender directly and adversely affected thereby shall be required with respect to: (A) increases in the commitment of (other than with respect to any Incremental Term Facility to which such Lender has agreed) such Lender (it being understood that a waiver of any condition precedent or the waiver of any default, event of default or mandatory prepayment shall not constitute an extension or increase of any commitment), (B) reductions or forgiveness of principal (it being understood that a waiver of any condition precedent or the waiver of any default, event of default or mandatory prepayment or commitment reduction shall not constitute a reduction or forgiveness in principal), interest (other than a waiver of default interest) or fees (but not by virtue of a waiver or amendment to the terms of any mandatory prepayment or any obligation to pay the default rate, or any waiver or any change to a financial ratio), (C) 

extensions of scheduled amortization payments or final maturity (it being understood that a waiver of any condition precedent or the waiver of any default, event of default or mandatory prepayment or commitment reduction shall not constitute an extension of any maturity date) or the date for the payment of interest or fees (but not by virtue of a waiver or amendment to the terms of any mandatory prepayment or any obligation to pay the Default Rate, or any waiver or any change to a financial ratio) and (D) amendments to pro rata sharing and pro rata payment provisions, (ii) the consent of 100% of the Lenders will be required with respect to (A) modifications to any of the voting percentages and (B) releases of all or substantially all of the value of the guarantees provided by Guarantors or releases of all or substantially all of the Collateral (other than in connection with actions permitted under the Facility Documentation) and (iii) customary protections for the Administrative Agent will be provided. Defaulting lenders shall not be included in the calculation of Required Lenders. Notwithstanding the foregoing, changes in terms and conditions in the Facility Documentation made or proposed to be made in connection with any Incremental Term Facility or Refinancing Facility that benefit existing Lenders may be effected without the affirmative vote of such Lender or Lenders.

The Facility Documentation shall contain customary provisions for replacing defaulting lenders, replacing Lenders claiming increased costs, tax gross ups and similar required indemnity payments and replacing non-consenting Lenders in connection with amendments and waivers requiring the consent of all Lenders or of all Lenders directly affected thereby so long as Lenders holding more than 50% of the aggregate commitments and outstandings under the Term Facility shall have consented thereto.

In addition, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical nature in the Facility Documentation, then the Administrative Agent and the Borrower shall be permitted to amend such provision without any further action or consent of any other party if the same is not objected to in writing by the Required Lenders to the Administrative Agent within 5 business days following receipt of notice thereof.

Cost and Yield Protection:

The Facility Documentation will contain customary provisions for facilities of this kind including, without limitation, (i) tax gross-up provisions, (ii) increased costs and yield protection provisions (including with respect to the Dodd-Frank Act and the Basel Committee on Banking Regulations and Supervisory Practices) and (iii) provisions indemnifying the Lenders for “breakage costs” incurred in connection with, among other things, any prepayment of an Adjusted LIBOR borrowings other than on the last day of the relevant interest period.

Assignments and Participations:

After the Closing Date, the Lenders will be permitted to assign (other than to Disqualified Lenders and natural persons) loans and/or commitments under the Term Facility or any Incremental Term Facility with the consent of the Borrower (any such consent shall be deemed to have been given after 10 business days’ notice if the Borrower fails to respond) and the Administrative Agent (in each case not to be unreasonably withheld or delayed); provided that (A) no consent of the Borrower shall be required (i) after the occurrence and during the continuance of a payment or bankruptcy event of default or (ii) if such assignment is an assignment to another Lender, an affiliate of a Lender or a related fund of a Lender and (B) no consent of the Administrative Agent shall be required if such assignment is an assignment of Loans to another Lender, an affiliate of a Lender or a related fund of a Lender. Each assignment

(other than to another Lender, an affiliate of a Lender or an approved fund) will be in an amount of (x) in the case of the Term Facility or any Incremental Term Facility, $1,000,000 (or an integral multiple of $1,000,000 in excess thereof) (or lesser amounts, if agreed between the Borrower and the Administrative Agent) or (y) if less, all of such Lender’s remaining loans and commitments of the applicable class. Assignments will not be required to be pro rata among the applicable Facility. The Administrative Agent shall receive a processing and recordation fee of $3,500 for each assignment (except, (x) in the case of contemporaneous assignments by any Lender to one or more approved funds, only a single processing and recording fee shall be payable for such assignments, (y) in the case of assignments by any of the Initial Lenders or any of their affiliates in connection with the primary syndication and (z) the Administrative Agent, in its sole discretion, may elect to waive such processing and recording fee in the case of any assignment).

The Lenders will be permitted to sell participations (other than to Disqualified Lenders to the extent that a list of Disqualified Lenders has been provided to the Lenders (and the Administrative Agent has express authority to provide the list of Disqualified Institutions to all Lenders)) in loans and commitments in accordance with customary provisions for similar financings. The Administrative Agent shall not (i) be obligated to ascertain, monitor or inquire as to whether any lender is a Disqualified Institution or (ii) have any liability with respect to any assignment of Term Loans to any Disqualified Institution.

Voting rights of participants shall be limited to matters set forth under “Voting” above with respect to which the unanimous vote of all Term Lenders (or all directly and adversely affected Term Lenders, if the participant is directly and adversely affected) would be required.

Non pro-rata assignments may be made to the Borrower or any of its affiliates subject to voting limitations and other customary conditions to be reasonably and mutually agreed by the Borrower and the Lead Arrangers.

Expenses and Indemnification:

The Borrower shall pay all reasonable and documented or invoiced out-of-pocket costs and expenses of the Administrative Agent, any other agents and the Commitment Parties (without duplication) associated with their due diligence investigation, the syndication of the Term Facility and the preparation, execution and delivery, administration, amendment, modification, waiver and/or enforcement of the Facility Documentation (including the reasonable fees, disbursements and other charges of counsel identified herein, a single local counsel in each relevant jurisdiction.

The Borrower and the Guarantors, jointly and severally, will indemnify the Administrative Agent, any other agents, the Commitment Parties and the Lenders (without duplication) and their affiliates, and the officers, directors, employees, advisors, agents, controlling persons and other representatives of the foregoing and their successors and permitted assigns (each, an “Indemnified Party”), and hold them harmless from and against any and all losses, claims, damages and liabilities of any kind or nature and the reasonable and documented or invoiced out-of-pocket fees and expenses incurred in connection with investigating or defending any of the foregoing (including the reasonable fees, disbursements and other charges of a single firm of counsel for all Indemnified Parties, taken as a whole, and, if reasonably necessary, by a single firm of local counsel in each appropriate jurisdiction material to the interests of the Lenders (which may include a single firm of special counsel acting in multiple

jurisdictions) for all Indemnified Parties taken as a whole (and, in the case of an actual conflict of interest, where the Indemnified Party(s) affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, by another firm of counsel and another firm of local counsel in each appropriate jurisdiction for such affected indemnified person)) of any such Indemnified Party arising out of, resulting from or in connection with, any claim, litigation, investigation or other proceeding (regardless of whether such Indemnified Party is a party thereto or whether or not such action, claim, litigation or proceeding was brought by the Borrower, its equity holders, affiliates or creditors or any other person) relating to the Transactions, including the financing contemplated hereby; provided that no Indemnified Party will be indemnified for any loss, claim, damage, liability, cost or expense to the extent it has resulted from (i) the gross negligence, bad faith or willful misconduct of such Indemnified Party or any Related Indemnified Party (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach by such Indemnified Party or any Related Indemnified Party (as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) any proceeding between and among Indemnified Parties that does not involve an act or omission by the Borrower, the Company or its restricted subsidiaries; provided that the Administrative Agent, the Lead Arrangers, the Joint Bookrunners and any other agents, to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that none of the exceptions set forth in any of clauses (i) or (ii) of the immediately preceding proviso apply to such person at such time.

Governing Law and Forum:

New York.

Counsel to the Administrative Agent, Lead Arrangers and Joint Bookrunners:

Latham & Watkins LLP.

Interest Rates:

At the option of the Borrower:

(1) with respect to Tranche 1, Adjusted LIBOR plus 3.25% or ABR plus 1.75%; and

(2) with respect to Tranche 2, Adjusted LIBOR plus 3.50% or ABR plus 2.00%; and

The Borrower may elect interest periods of 1, 2, 3 or 6 months (or, if agreed by all relevant Lenders, 12 months or a shorter period) for Adjusted LIBOR borrowings.

Calculation of interest shall be on the basis of the actual days elapsed in a year of 360 days (or 365 or 366 days, as the case may be, in the case of ABR loans when based on the prime rate).

Interest shall be payable in arrears (a) for loans accruing interest at a rate based on Adjusted LIBOR at the end of each interest period and, for interest periods of greater than 3 months, every three months, and on the applicable maturity date and (b) for loans accruing interest based on the ABR, quarterly in arrears and on the applicable maturity date.

“ABR” means a fluctuating rate per annum equal to the greatest of (x) the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent), (y) the Federal Funds effective rate plus 1/2 of 1.00% and (z) the one-month reserve adjusted Eurodollar Rate plus 1.00%.

“Adjusted LIBOR” means a fluctuating rate per annum equal to (x) the rate per annum determined by the Administrative Agent to be the London interbank offered rate, as currently published on the applicable Reuters screen page as administered by the ICE Benchmark Administration, or (y) if the rate in clause (x) above does not appear on such page or service or if such page or service is not available, the rate per annum determined by the Administrative Agent to be the offered rate on such other page or other service which displays such rate as administered by the ICE Benchmark Administration or (z) if the rates in clauses (x) and (y) are not available, the rate determined by the Administrative Agent to be the average offered quotation rate by major banks in the London interbank market, in each case as adjusted for applicable reserve requirements; provided that, at no time will the reserve adjusted Eurodollar Rate be deemed to be less than 0.75% per annum.