Exhibit 10.1

 

EXECUTION VERSION

 

FIRST AMENDMENT

 

FIRST AMENDMENT, dated as of November 2, 2015 (this “Amendment”), to the Credit Agreement (as defined below), is entered into among ACTIVISION BLIZZARD, INC., a Delaware corporation (the “Borrower”), each of the other Loan Parties (as defined below), the Tranche B-2 Term Lenders (as defined below), the other Lenders party hereto and the Administrative Agent (as defined below).

 

W I T N E S S E T H:

 

WHEREAS, the Borrower has entered into that certain Credit Agreement, dated as of October 11, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Guarantors party thereto from time to time, BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”), Collateral Agent, Swing Line Lender and an L/C Issuer, JPMORGAN CHASE BANK, N.A., as an L/C Issuer, and each lender from time to time party thereto (collectively, the “Lenders”);

 

WHEREAS, pursuant to and in accordance with Section 2.14 of the Credit Agreement, the Borrower requests that Incremental Term Loans in the form of Tranche B-2 Term Loans in an aggregate principal amount of $2,300,000,000 be made available to the Borrower, and the Tranche B-2 Term Lenders and the Administrative Agent agree, upon the terms and subject to the conditions set forth herein and in Section 4.02(b) and Section 4.03 of the Credit Agreement as amended by this Amendment, that the Tranche B-2 Term Lenders will make such Incremental Term Loans in the form of the Tranche B-2 Term Loans to fund the 2015 Transactions (as defined in the Credit Agreement as amended by this Amendment);

 

WHEREAS, immediately following the effectiveness of the Section 1.2 Amendments, pursuant to Section 10.01 of the Credit Agreement the Borrower and the Lenders party hereto, constituting not less than the Required Lenders (determined immediately following the effectiveness of the Section 1.2 Amendments) agree to make the amendments set forth in Section 1.3 below to (i) allow the 2015 Acquisition (as defined in the Credit Agreement as amended by this Amendment) to be funded with the proceeds of the Tranche B-2 Term Loans in accordance with the applicable “funds certain” and other requirements of Irish law and (ii) otherwise allow the consummation of the 2015 Transactions;

 

WHEREAS, immediately following the effectiveness of the Section 1.2 Amendments, the Tranche B-2 Term Lenders will constitute the Required Lenders;

 

WHEREAS, Bank of America, N.A. and Goldman Sachs Bank USA will each act as joint-lead arranger and joint bookrunner for the Amendment.

 

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

 











 

Section 1.1  Defined Terms.  Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement as amended by this Amendment.

 

Section 1.2  Tranche B-2 Term Loan Commitments.  Effective as of the First Amendment Effective Date (as defined below) upon the occurrence of the Section 1.2 Amendments Effective Time (as defined below), the Tranche B-2 Term Loans shall be deemed to be “Incremental Term Loans,” the Tranche B-2 Term Commitments shall constitute “Commitments” and this Amendment shall be deemed to be an “Incremental Amendment” and a “Loan Document,” in each case, for all purposes of the Credit Agreement and the other Loan Documents;  and in order to the effect the foregoing, the Credit Agreement is hereby amended (the “Section 1.2 Amendments”) to delete the stricken text (indicated textually in the same manner as the following example: stricken text or stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example:  ) as set forth in the Credit Agreement and the pages of Schedules and Exhibits to the Credit Agreement attached as Exhibit A hereto, except for any such amendments with respect to (x) the following definitions in Section 1.01 of the Credit Agreement:  “2015 Acquisition,” “2015 Acquisition Circular,” “2015 Acquisition Documents,” “2015 Transaction Agreement,” “2015 Transactions,” “2015 Transactions Investment,” “Act,” “Announcement,” “Availability Period,” “Bidco,” “Bidco Change of Control,” “Capital Stock,” “Capital Reduction,” “Certain Funds Covenant Event of Default,” “Certain Funds Credit Extension,” “Certain Funds Default,” “Certain Funds Period,” “Certain Funds Representation,” “Clean-up Period,” “Committed Loan Notice,” “Court,” “Court Meeting,” “Court Orders,” “Covered Loan Documents,” “Covered Person,” “Debtor Relief Laws,” “Defaulting Lenders,” “Eurodollar Rate” clause (a), “General Meeting,” “Longstop Date,” “Material Adverse Effect,” “Maximum Incremental Facilities Amount,” “Minimum Acceptance Condition,” “Offer,” “Offer Closing Certificate,” “Offer Documents,” “Offer Effective Date,” “Offer Press Release,” “Offering Circular,” “Organization Documents,” “Permitted Investments,” “Relevant Default,” “Responsible Officer,” “Scheme,” “Scheme Circular,” “Scheme Documents,” “Scheme Effective Date,” “Scheme Press Release,” “Scheme Resolutions,” “Scheme Settlement Date,” “Squeeze-Out,” “Squeeze-Out Date,” “Squeeze-Out Settlement Date,” “Subsidiary,” “Swing Line Loan Notice,” “Takeover Panel,” “Takeover Rules,” “Target” and “Target Shares” and (y) the following Sections of the Credit Agreement:  preliminary statements, 2.02 (to the extent pertaining to Certain Funds Credit Extensions), 2.04, 2.06(a) (last sentence), 2.14, 3.01, 4.01, 4.02, 4.03, 5.17, 5.21, 5.22, 6.17, 6.19, 6.20, 6.21, 7.02(b)(7), 7.03, 7.04, 8.01, 8.02, 9.08, 10.06, 10.07 and 10.21.

 

The Borrower, the Tranche B-2 Term Lenders and the Administrative Agent may, without the consent of any other Loan Party, Agent or Lender, incorporate such additional changes to the terms of the Tranche B-2 Term Facility after the First Amendment Effective Date as are contemplated by the provisions of the Fee Letter dated as of the First Amendment Effective Date, among the Borrower and the Tranche B-2 Arrangers.

 

Section 1.3   Additional Amendments to the Credit Agreement.  Effective as of the First Amendment Effective Date, immediately following the effectiveness of the Section 1.2 Amendments and upon the occurrence of the Section 1.3 Amendments Effective Time (as defined below) (the “Section 1.3 Amendments”) the Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example:

 

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stricken text or stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example:  ) with respect to (x) the following definitions in Section 1.01 of the Credit Agreement:  “2015 Acquisition,” “2015 Acquisition Circular,” “2015 Acquisition Documents,” “2015 Transaction Agreement,” “2015 Transactions,” “2015 Transactions Investment,” “Act,” “Announcement,” “Availability Period,” “Bidco,” “Bidco Change of Control,” “Capital Stock,” “Capital Reduction,” “Certain Funds Covenant Event of Default,” “Certain Funds Credit Extension,” “Certain Funds Default,” “Certain Funds Period,” “Certain Funds Representation,” “Clean-up Period,” “Committed Loan Notice,” “Court,” “Court Meeting,” “Court Orders,” “Covered Loan Documents,” “Covered Person,” “Debtor Relief Laws,” “Defaulting Lenders,” “Eurodollar Rate” clause (a), “General Meeting,” “Longstop Date,” “Material Adverse Effect,” “Maximum Incremental Facilities Amount,” “Minimum Acceptance Condition,” “Offer,” “Offer Closing Certificate,” “Offer Documents,” “Offer Effective Date,” “Offer Press Release,” “Offering Circular,” “Organization Documents,” “Permitted Investments,” “Relevant Default,” “Responsible Officer,” “Scheme,” “Scheme Circular,” “Scheme Documents,” “Scheme Effective Date,” “Scheme Press Release,” “Scheme Resolutions,” “Scheme Settlement Date,” “Squeeze-Out,” “Squeeze-Out Date,” “Squeeze-Out Settlement Date,” “Subsidiary,” “Swing Line Loan Notice,” “Takeover Panel,” “Takeover Rules,” “Target” and “Target Shares” and (y) the following Sections of the Credit Agreement:  preliminary statements, 2.02 (to the extent pertaining to Certain Funds Credit Extensions), 2.04, 2.06(a) (last sentence), 2.14, 3.01, 4.01, 4.02, 4.03, 5.17, 5.21, 5.22, 6.17, 6.19, 6.20, 6.21, 7.02(b)(7), 7.03, 7.04, 8.01, 8.02, 9.08, 10.06, 10.07 and 10.21, in each case, as set forth in the Credit Agreement and the pages of Schedules and Exhibits to the Credit Agreement attached as Exhibit A hereto.

 

Section 1.4  Representations and Warranties, No Default.  In order to induce the Tranche B-2 Term Lenders, the other Lenders party hereto and the Administrative Agent to enter into this Amendment, each Loan Party represents and warrants to each of the Tranche B-2 Term Lenders, the other Lenders party to this Amendment and the Administrative Agent that on and as of the First Amendment Effective Date, after giving effect to the amendments set forth in this Amendment:

 

(a)                                 all representations and warranties contained in Article V of the Credit Agreement are true and correct in all material respects as if made on and as of the First Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date;

 

(b)                                 no Event of Default exists; and

 

(c)                                  the execution, delivery and performance of this Amendment by each Loan Party have been duly authorized by all necessary corporate action on the part of such Loan Party, has been duly executed and delivered by such Loan Party and constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except to the extent that the enforceability hereof may be limited by Debtor Relief Laws and by general principles of equity.

 

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Section 1.5  Effectiveness.

 

(a)                                 The Section 1.2 Amendments shall become effective on the date (the “First Amendment Effective Date”) and at the time (the “Section 1.2 Amendments Effective Time”) on and at which each of the following conditions is satisfied or waived:

 

i.                                          the Administrative Agent shall have received a counterpart of this Amendment executed by each of the Loan Parties, the Administrative Agent, each of the Tranche B-2 Term Lenders and the Required Lenders (solely with respect to the Section 1.3 Amendments);

 

ii.                                       the Administrative Agent shall have received such closing certificates or certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment;

 

iii.                                    the Administrative Agent shall have received such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed;

 

iv.                                   the Administrative Agent shall have received an executed legal opinion of Debevoise & Plimpton LLP, counsel to the Borrower and the other Loan Parties, addressed to the Administrative Agent, each Tranche B-2 Term Lender and each other Lender party to this Amendment, dated the First Amendment Effective Date and in form and substance reasonably satisfactory to the Administrative Agent; and

 

v.                                      upon the effectiveness of the Section 1.2 Amendments, no Event of Default exists.

 

(b)                                 The Section 1.3 Amendments shall become effective on the First Amendment Effective Date at the time (the “Section 1.3 Amendments Effective Time”) immediately following the occurrence of the Section 1.2 Amendments Effective Time.

 

The delivery of a counterpart of this Amendment executed by the Administrative Agent, each Tranche B-2 Term Lender and each other Lender party to this Amendment shall conclusively be deemed to constitute an acknowledgement by the Administrative Agent, each Tranche B-2 Term Lender and each other Lender party to this Amendment that each of the conditions precedent set forth in Section 1.5 shall have been satisfied in accordance with its terms or shall have been irrevocably waived by such Person.

 

Section 1.6  Expenses.  The Borrower shall pay all reasonable out-of-pocket expenses of the Administrative Agent incurred in connection with the preparation, execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder, if any (including the reasonable fees, disbursements and other charges of Cahill Gordon & Reindel LLP and McCann FitzGerald, counsels for the Administrative Agent) in accordance with Section 10.04 of the Credit Agreement.

 

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Section 1.7  Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument.  Delivery of an executed counterpart of a signature page of this Amendment by facsimile or any other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

 

Section 1.8  Applicable Law.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

 

Section 1.9  Headings.  The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

 

Section 1.10  Loss of FATCA Grandfathering.  For purposes of determining withholding Taxes imposed under FATCA, from and after the First Amendment Effective Date, the Borrower and the Administrative Agent shall treat the Loans (including the Initial Term Loans, the Tranche B-2 Term Loans, any Revolving Credit Loans and any Swing Line Loans) as not qualifying as “grandfathered obligations” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

 

Section 1.11  Effect of Amendment.  Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, the Collateral Agent or the Loan Parties under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any other Loan Document.  Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document is hereby ratified and reaffirmed in all respects and shall continue in full force and effect and nothing herein can or may be construed as a novation thereof.  Each Loan Party reaffirms its obligations under the Loan Documents to which it is party and the validity, enforceability and perfection of the Liens granted by it pursuant to the Collateral Documents.  This Amendment shall constitute a Loan Document for purposes of the Credit Agreement and from and after the First Amendment Effective Date, all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as amended by this Amendment.  Each of the Loan Parties hereby consents to this Amendment and confirms that all obligations of such Loan Party under the Loan Documents to which such Loan Party is a party shall continue to apply to the Credit Agreement, as amended hereby.

 

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Section 1.12  Guarantor Acknowledgment.  Each Guarantor acknowledges and consents to each of the foregoing provisions of this Amendment and the incurrence of the Tranche B-2 Term Loans.  Each Guarantor further acknowledges and agrees that all Obligations with respect to the Tranche B-2 Term Loans shall be fully guaranteed and secured pursuant to the Credit Agreement (including as amended by this Amendment) and the Collateral Documents in accordance with the terms and provisions thereof.  Each Guarantor hereby agrees to the amendments contemplated by Sections 1.2 and 1.3 hereof.

 

[Remainder of Page Intentionally Left Blank]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

 

	
 
    	
 
    
	
 
    	
ACTIVISION   BLIZZARD, INC.
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Dennis M. Durkin
    
	
 
    	
 
    	
Name:   Dennis M. Durkin
    
	
 
    	
 
    	
Title:   Chief Financial Officer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
ACTIVISION   ENTERTAINMENT HOLDINGS, INC.
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Dennis M. Durkin
    
	
 
    	
 
    	
Name:   Dennis M. Durkin
    
	
 
    	
 
    	
Title:   Chief Financial Officer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
ACTIVISION   PUBLISHING, INC.
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Dennis M. Durkin
    
	
 
    	
 
    	
Name:   Dennis M. Durkin
    
	
 
    	
 
    	
Title:   Chief Financial Officer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
BLIZZARD   ENTERTAINMENT, INC.
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Michael S. Morhaime
    
	
 
    	
 
    	
Name:   Michael S. Morhaime
    
	
 
    	
 
    	
Title:   Chief Executive Officer and President
    


 

[Signature Page to First Amendment]

 











 

	
 
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   Administrative Agent
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Tiffany Shin
    
	
 
    	
 
    	
Name:   Tiffany Shin
    
	
 
    	
 
    	
Title:   Assistant Vice President
    


 

[Signature Page to First Amendment]

 











 

	
 
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   Tranche B-2 Term Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Sanjay Rijhwani
    
	
 
    	
 
    	
Name:   Sanjay Rijhwani
    
	
 
    	
 
    	
Title:   Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Sanjay Rijhwani
    
	
 
    	
 
    	
Name:   Sanjay Rijhwani
    
	
 
    	
 
    	
Title:   Director
    


 

[Signature Page to First Amendment]

 











 

	
 
    	
GOLDMAN   SACHS BANK USA,
    
	
 
    	
as   Tranche B-2 Term Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Robert Ehudin
    
	
 
    	
 
    	
Name:   Robert Ehudin
    
	
 
    	
 
    	
Title:   Authorized Signatory
    
	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
GOLDMAN   SACHS BANK USA,
    
	
 
    	
as   Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Robert Ehudin
    
	
 
    	
 
    	
Name:   Robert Ehudin
    
	
 
    	
 
    	
Title:   Authorized Signatory
    


 

[Signature Page to First Amendment]

 











 

Exhibit A

 

See attached.

 












 



Execution   VersionExhibit A D&P LLP Draft — November 2, 2015 Published CUSIP Number:   00507XAA3 CREDIT AGREEMENT Dated as of October 11, 2013 among ACTIVISION   BLIZZARD, INC., as the Borrower, THE GUARANTORS PARTY HERETO FROM TIME TO   TIME BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and   L/C Issuer, THE OTHER LENDERS PARTY HERETO FROM TIME TO TIME, J.P. MORGAN   SECURITIES LLC, as Syndication Agent, and BANK OF AMERICA MERRILL LYNCH and   J.P. MORGAN SECURITIES LLC, as Joint Lead Arrangers and Joint Bookrunners   GOLDMAN SACHS & CO.BANK USA,, HSBC SECURITIES (USA) INC., MITSUBISHI UFJ   SECURITIES (USA), INC., MIZUHO SECURITIES USA INC., RBC CAPITAL MARKETS1,   SUNTRUST BANK, and U.S. BANK NATIONAL ASSOCIATION as Co-Documentation Agents   1 RBC Capital Markets is a brand name for the capital markets business of   Royal Bank of Canada and its Affiliates. CG&R Draft Last Saved:   08/19/2013 8:50 pm 1000892582v1 


    




 










TABLE OF   CONTENTS Page ARTICLEARTICLE I. DEFINITIONS AND ACCOUNTING TERMS Section 1.01   Section 1.02 Section 1.03 Section 1.04 Section 1.05 Section 1.06 Section 1.07   Section 1.08 Section 1.09 Defined Terms. 1 Other Interpretive Provisions.   5258 Accounting Terms. 5359 Rounding. 5359 References to Agreements, Laws,   Etc. 5359 Times of Day. 5459 Timing of Payment of Performance. 5459 Pro Forma   and Other Calculations. 5460 Letter of Credit Amounts. 5661 ARTICLEARTICLE   II. THE COMMITMENTS AND CREDIT EXTENSIONS Section 2.01 Section 2.02 Section   2.03 Section 2.04 Section 2.05 Section 2.06 Section 2.07 Section 2.08 Section   2.09 Section 2.10 Section 2.11 Section 2.12 Section 2.13 Section 2.14 Section   2.15 Section 2.16 Section 2.17 The Loans. 5662 Borrowings, Conversions and   Continuations of Loans. 5662 Letters of Credit. 5864 Swing Line Loans. 6874   Prepayments. 7176 Termination or Reduction of Commitments. 7480 Repayment of   Loans. 7581 Interest. 7581 Fees. 7682 Computation of Interest and Fees. 7783   Evidence of Indebtedness. 7783 Payments Generally. 7884 Sharing of Payments.   8086 Incremental Credit Extensions. 8187 Refinancing Amendments. 8389   Extension Offers. 8491 Defaulting Lenders. 8894 ARTICLEARTICLE III. TAXES,   INCREASED COSTS PROTECTION AND ILLEGALITY Section 3.01 Section 3.02 Section   3.03 Section 3.04 Taxes. 8894 Illegality. 9197 Inability to Determine Rates.   9298 Increased Cost and Reduced Return; Capital Adequacy; Reserves on   Eurodollar Rate Loans. 9298 Section 3.05 Section 3.06 Funding Losses. 94100   Matters Applicable to All Requests for Compensation. 94100 -i-Last Saved:   08/19/2013 8:50 pm CG&R Draft 1000892582v1 


    




 










Section 3.07   Section 3.08 Replacement of Lenders under Certain Circumstances. 96101   Survival. 96102 ARTICLEARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS   Section 4.01 Section 4.02 Section 4.03 Conditions of Initial Credit Extension.   96102 Conditions to All Credit Extensions After the Closing Date. 100105   Certain Funds. 109 ARTICLEARTICLE V. REPRESENTATIONS AND WARRANTIES Section   5.01 Section 5.02 Section 5.03 Section 5.04 Section 5.05 Section 5.06 Section   5.07 Section 5.08 Section 5.09 Section 5.10 Section 5.11 Section 5.12 Section   5.13 Section 5.14 Section 5.15 Section 5.16 Section 5.17 Section 5.18 Section   5.19 Section 5.20 Section 5.21 Section 5.22 Existence, Qualification and   Power; Compliance with Laws. 101110 Authorization; No Contravention. 101110   Governmental Authorization; Other Consents. 101110 Binding Effect. 102111   Financial Statements; No Material Adverse Effect. 102111 Litigation. 102111   No Default. 103111 Ownership of Property; Liens. 103112 Environmental Compliance.   103112 Taxes. 104113 ERISA Compliance. 104113 Subsidiaries; Equity Interests.   105113 Margin Regulations; Investment Company Act. 105114 Disclosure. 105114   Patriot Act and OFAC. 106114 Intellectual Property; Licenses, Etc. 107115   Solvency. 107116 Subordination of Subordinated Indebtedness. 107116 FCPA.   108116 Security Documents. 108116 Use of Proceeds. 109118 2015 Acquisition   Related Representations 118 ARTICLEARTICLE VI. AFFIRMATIVE COVENANTS Section   6.01 Section 6.02 Section 6.03 Section 6.04 Section 6.05 Section 6.06 Section   6.07 Section 6.08 Financial Statements. 109118 Certificates; Other   Information. 110119 Notices. 112121 Payment of Taxes. 112121 Preservation of   Existence, Etc. 112121 Maintenance of Properties. 112121 Maintenance of   Insurance. 113122 Compliance with Laws. 113122 -ii-CG&R Draft Last Saved:   08/19/2013 8:50 pm 1000892582v1 


    




 










Section 6.09   Section 6.10 Section 6.11 Section 6.12 Section 6.13 Section 6.14 Section 6.15   Section 6.16 Section 6.17 Section 6.18 Section 6.19 Section 6.20 Books and   Records. 113122 Inspection Rights. 113122 Additional Collateral; Additional   Guarantors. 114123 Compliance with Environmental Laws. 116125 Further   Assurances and Post-Closing Conditions. 116125 Designation of Subsidiaries.   117126 ERISA Reports. 118127 Use of Proceeds. 118127 Maintenance of Ratings.   118127 Lender Calls. 118127 Amber Holding/Bidco. 119128 Certain Funds   Covenants. 128 131 Section 6.21 Conditions Subsequent. ARTICLEARTICLE VII.   NEGATIVE COVENANTS Section 7.01 Section 7.02 Liens. 119132 Incurrence of   Indebtedness and Issuance of Disqualified Stock and Preferred Stock. 123136   Section 7.03 Section 7.04 Section 7.05 Section 7.06 Section 7.07 Section 7.08   Section 7.09 Section 7.10 Fundamental Changes. 129141 Dispositions. 131143   Restricted Payments. 133145 Change in Nature of Business. 138151 Transactions   with Affiliates. 139151 Burdensome Agreements. 140152 Financial Covenant.   142154 Accounting Changes. 142155 ARTICLEARTICLE VIII. EVENTS OF DEFAULT AND   REMEDIES Section 8.01 Section 8.02 Section 8.03 Section 8.04 Events of   Default. 143155 Remedies Upon Event of Default. 145158 Exclusion of   Immaterial Subsidiaries. 146159 Application of Funds. 147159 ARTICLEARTICLE   IX. ADMINISTRATIVE AGENT AND OTHER AGENTS Section 9.01 Section 9.02 Section   9.03 Section 9.04 Section 9.05 Section 9.06 Section 9.07 Appointment and   Authority. 148160 Delegation of Duties. 148161 Exculpatory Provisions. 148161   Reliance by Administrative Agent. 149162 Non-Reliance on Administrative Agent   and Other Lenders. 150162 Rights as a Lender. 150163 Resignation of   Administrative Agent. 150163 -iii-CG&R Draft Last Saved: 08/19/2013 8:50   pm 1000892582v1 


    




 










Section 9.08   Section 9.09 Section 9.10 Section 9.11 Section 9.12 Administrative Agent May   File Proofs of Claim. 151164 Collateral and Guaranty Matters. 152165 No Other   Duties, Etc. 153166 Treasury Services Agreements and Secured Hedge   Agreements. 153166 Withholding Tax. 154166 ARTICLEARTICLE X. MISCELLANEOUS   Section 10.01 Section 10.02 Section 10.03 Section 10.04 Section 10.05 Section   10.06 Section 10.07 Section 10.08 Section 10.09 Section 10.10 Section 10.11   Section 10.12 Section 10.13 Section 10.14 Section 10.15 Section 10.16 Section   10.17 Section 10.18 Section 10.19 Section 10.20 Section 10.21 Amendments,   Etc. 154167 Notices; Effectiveness; Electronic Communications. 156169 No   Waiver; Cumulative Remedies; Enforcement. 159171 Expenses; Indemnity; Damage Waiver.   159171 Payments Set Aside. 161173 Successors and Assigns. 162174 Treatment of   Certain Information; Confidentiality. 168180 Setoff. 169181 Interest Rate   Limitation. 169182 Counterparts; Effectiveness. 170182 Integration. 170182   Survival of Representations and Warranties. 170183 Replacement of Lenders.   170183 Severability. 171184 GOVERNING LAW. 172184 WAIVER OF RIGHT TO TRIAL BY   JURY. 172185 Binding Effect. 173185 No Advisory or Fiduciary Responsibility.   173185 Lender Action. 174186 USA Patriot Act. 174186 Electronic Execution of   Assignments and Certain Other Documents. 174186 ARTICLEARTICLE XI. GUARANTEE   Section 11.01 Section 11.02 Section 11.03 Section 11.04 Section 11.05 Section   11.06 Section 11.07 Section 11.08 Section 11.09 Section 11.10 Section 11.11   Section 11.12 The Guarantee. 174187 Obligations Unconditional. 175187   Reinstatement. 176189 Subrogation; Subordination. 176189 Remedies. 177189   Instrument for the Payment of Money. 177189 Continuing Guarantee. 177189   General Limitation on Guarantee Obligations. 177189 Release of Guarantors.   177190 Right of Contribution. 178190 Subject to Intercreditor Agreement.   178190 Keepwell. 178191 -iv-CG&R Draft Last Saved: 08/19/2013 8:50 pm   1000892582v1 


    




 










SCHEDULES 1.01A   1.01E 4.01(a) 5.08 5.09(b) 5.09(d) 5.12 6.13(a) 7.01(b) 7.02(b) 10.02   Commitments Existing Investments Post-Closing Requirements Ownership of   Property Environmental Matters Environmental Actions Subsidiaries and Other   Equity Investments Certain Collateral Documents Existing Liens Existing   Indebtedness Administrative Agent’s Office, Certain Addresses for Notices   EXHIBITS Form of A B C-1 C-2 C-3 D E F G-1 G-2 H I-1 I-2 J K L Committed Loan   Notice Swing Line Loan Notice Term Note Revolving Credit Note Swing Line Note   Compliance Certificate Assignment and Assumption Security Agreement   Perfection Certificate Perfection Certificate Supplement Intercompany Note   Intercreditor Agreement Second Lien Intercreditor Agreement United States Tax   Compliance Certificate Solvency Certificate Loan Offer Provisions -v-Last   Saved: 08/19/2013 8:50 pm CG&R Draft 1836110.07-NYCSR07A 1000892582v1 MSW   - Draft August 29, 2013 - 7:43 PM 


    




 










CREDIT   AGREEMENT This CREDIT AGREEMENT (this “Agreement”) is entered into as of   October 11, 2013, among Activision Blizzard, Inc.as amended by that certain   first amendment dated as of November 2, 2015, among ACTIVISION BLIZZARD,   INC., a Delaware corporation (together with its successors and assigns, the   “Borrower”), the Guarantors party hereto from time to time, BANK OF AMERICA,   N.A., as Administrative Agent, Collateral Agent, the Swing Line Lender and an   L/C Issuer, JPMORGAN CHASE BANK, N.A., as an L/C Issuer, and each lender from   time to time party hereto (collectively, the “Lenders” and individually, a   “Lender”). PRELIMINARY STATEMENTS The Borrower has requested that (i) on the   Closing Date, the Initial Term Lenders lend to the Borrower Initial Term   Loans in an initial principal amount of $2,500,000,000 in order to pay for   the Stock Buy-Back and to finance costs and expenses incurred in connection   with the Transaction and (ii) from time to time, the Revolving Credit Lenders   make Revolving Credit Loans and Swing Line Loans to the Borrower and the L/C   Issuers issue on the account of the Borrower and its Subsidiaries Letters of   Credit. In order to fund the 2015 Transactions, the Borrower has requested   that the Tranche B-2 Term Lenders lend to the Borrower Tranche B-2 Term Loans   in an initial principal amount of $2,300,000,000. The applicable Lenders have   indicated their willingness to lend, and the L/C Issuers have indicated their   willingness to issue Letters of Credit, in each case, on the terms and   subject to the conditions set forth herein. In consideration of the mutual   covenants and agreements herein contained, the parties hereto covenant and   agree as follows: ARTICLE I. Definitions and Accounting Terms Section   1.01Defined Terms. As used in this Agreement, the following terms shall have   the meanings set forth below: “2015 Acquisition” means the acquisition by   Bidco of the Target Shares by way of Offer or Scheme and on the terms of the   2015 Acquisition Documents. “2015 Acquisition Circular” means: (i) in   relation to an Offer, the Offering Circular or (ii) in relation to a Scheme,   the Scheme Circular. CG&R Draft 1000892582v1 Last Saved: 08/19/2013 8:50   pm 


    




 










“2015   Acquisition Documents” means: (i) in relation to an Offer, each of the Offer   Documents or (ii) in relation to a Scheme, each of the Scheme Documents.   “2015 Closing Date” means the first date on which all applicable conditions   precedent set forth in Section 4.02 shall be satisfied or waived in   accordance with the terms of this Agreement and a Credit Extension in respect   of the Tranche B-2 Term Facility shall be made under this Agreement. “2015   Transaction Agreement” means the agreement to be entered into between the   Target, the Borrower and Bidco providing for the parties participation in,   and carriage of, the Scheme or as the case may be the Offer. “2015   Transactions” means, collectively, any or all of the following (whether   taking place prior to, on or following the First Amendment Effective Date):   (i) the entry into the 2015 Acquisition Documents and the consummation of the   2015 Acquisition, (ii) the entry into the First Amendment, any other   amendment to the Credit Agreement and/or other Loan Documents and/or any   other financing arrangement (including any cash arrangement) in connection   with the 2015 Acquisition and, in each case, if and as applicable, the   incurrence of Indebtedness thereunder, (iii) the intercompany reorganization   in connection with the 2015 Acquisition, (iv) the repayment of certain   existing Indebtedness and (v) all other transactions relating to any of the   foregoing (including payment of fees and expenses related to any of the   foregoing). “2015 Transactions Investment” means any Investment in connection   with the 2015 Transactions. “Accounting Opinion” has the meaning set forth in   Section 6.01(a). “Acquired Indebtedness” means, with respect to any specified   Person, (a)Indebtedness of any other Person existing at the time such other   Person is merged with or into or became a Restricted Subsidiary of such   specified Person, including Indebtedness incurred in connection with, or in   contemplation of, such other Person merging with or into or becoming a   Restricted Subsidiary of such specified Person, and (b) Indebtedness secured   by a Lien encumbering any asset acquired by such specified Person. “Act”   means the Companies Act 2014 of Ireland (as amended). “Additional Lender” has   the meaning set forth in Section 2.14(a). “Additional Refinancing Lender”   means, at any time, any bank, financial institution or other institutional   lender or investor that, in any case, is not an existing Lender and that   agrees to provide any portion of Credit Agreement Refinancing Indebtedness   pursuant to a Refinancing Amendment in accordance with Section 2.15, provided   that each Additional Refinancing Lender shall be subject to the approval of   the Administrative Agent, such -2-CG&R Draft 1000892582v1 Last Saved:   08/19/2013 8:50 pm 1000892582 


    




 










approval not to   be unreasonably withheld or delayed, to the extent that any such consent   would be required from the Administrative Agent under Section   10.06(b)(iii)(B) for an assignment of Loans to such Additional Refinancing   Lender and in the case of Other Revolving Credit Commitments with respect to   the Revolving Credit Facility, the Swing Line Lender and L/C Issuer, solely   to the extent such consent would be required for any assignment to such   Lender. “Administrative Agent” means Bank of America, N.A., in its capacity   as administrative agent under any of the Loan Documents, or any successor   administrative agent. “Administrative Agent’s Office” means the   Administrative Agent’s address and account as set forth on Schedule 10.02, or   such other address or account as the Administrative Agent may from time to   time notify the Borrower and the Lenders. “Administrative Questionnaire”   means an Administrative Questionnaire in a form supplied by the   Administrative Agent. “Affiliate” of any specified Person, means any other   Person directly or indirectly controlling or controlled by or under direct or   indirect common control with such specified Person. For purposes of this   definition, “control” (including, with correlative meanings, the terms   “controlling,” “controlled by” and “under common control with”), as used with   respect to any Person, shall mean the possession, directly or indirectly, of   the power to direct or cause the direction of the management or policies of   such Person, whether through the ownership of voting securities, by agreement   or otherwise. “Agent Parties” has the meaning set forth in Section 10.02(c).   “Agents” means, collectively, the Administrative Agent, the Collateral Agent   and the Syndication Agent. “Aggregate Commitments” means the Commitments of all   the Lenders. “Agreement” means this credit agreement, as the same may be   amended, amended and restated, supplemented or otherwise modified from time   to time. “Amber Holding” means Amber Holding Subsidiary Co. “Announcement”   means in the case of an Offer, the Offer Press Release and in the case of a   Scheme, the Scheme Press Release. “Anti-Terrorism Laws” has the meaning set   forth in Section 5.15. “Applicable Existing Term Loan” has the meaning set   forth in Section 2.16. “Applicable Indebtedness” has the meaning set forth in   the definition of “Weighted Average Life to Maturity.” -3-Last Saved:   08/19/2013 8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










“Applicable   Percentage” means with respect to any Revolving Credit Lender, the percentage   of the total Revolving Credit Commitments represented by such Revolving   Credit Lender’s Revolving Credit Commitment. If the Revolving Credit   Commitments have terminated or expired, the Applicable Percentages shall be   determined based upon the Revolving Credit Commitments most recently in   effect, giving effect to any assignments. “Applicable Period” has the meaning   set forth in the definition of “Applicable Rate.” “Applicable Rate” means a   percentage per annum equal to: (a) with respect to Initial Term Loans, 2.50%   in the case of Eurodollar Rate Loans and 1.50% in the case of Base Rate   Loans.; (b) with respect to Tranche B-2 Term Loans, 3.00% in the case of   Eurodollar Rate Loans and 2.00% in the case of Base Rate Loans; and (bc) with   respect to Revolving Credit Loans, unused Revolving Credit Commitments and   Letter of Credit fees, (i) until delivery of financial statements for the   first full fiscal quarter commencing on or after the Closing Date pursuant to   Section 6.01, (A) for Eurodollar Rate Loans, 2.25%, (B) for Base Rate Loans,   1.25%, (C) for Letter of Credit fees, 2.25% and (D) for unused commitment   fees, 0.250% and (ii) thereafter, the following percentages per annum (less,   in the case of Letter of Credit fees, the fronting fee payable in respect of   the applicable Letter of Credit), based upon the Consolidated Secured Debt   Ratio as set forth in the most recent Compliance Certificate received by the   Administrative Agent pursuant to Section 6.02(a): Applicable Rate Eurodollar   Rate and Letter of Credit Fees 2.25% 2.50% Consolidated Secured Debt Ratio   <2.00:1.00 ≥2.00:1.00 Unused Commitment Fee Rate 0.250% 0.375%   Pricing Level 1 2 Base Rate 1.25% 1.50% Any increase or decrease in the   Applicable Rate resulting from a change in the Consolidated Secured Debt Ratio   shall become effective as of the first Business Day immediately following the   date a Compliance Certificate is delivered pursuant to Section 6.02(a);   provided that, upon the request of the Required Lenders, the highest Pricing   Level shall apply (x) as of the first Business Day after the date on which a   Compliance Certificate was required to have been delivered but was not   delivered, and shall continue to so apply up to and including the date on   which such Compliance Certificate is so delivered (and thereafter the Pricing   Level otherwise determined in accordance with this definition shall apply)   and (y) as of the first Business Day after an Event of Default under Section   8.01(a) shall have occurred and be continuing, and shall continue to so apply   up to but excluding the date on which such Event of Default is -4-Last Saved:   08/19/2013 8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










cured or waived   (and thereafter the Pricing Level otherwise determined in accordance with   this definition shall apply). In the event that any Compliance Certificate is   shown by the Administrative Agent to be inaccurate (whether as a result of an   inaccuracy in the financial statements on which such Compliance Certificate   is based, a mistake in calculating the applicable Consolidated Secured Debt   Ratio or otherwise) at any time that this Agreement is in effect and any   Loans or Commitments are outstanding such that the Applicable Rate for any   period (an “Applicable Period”) should have been higher than the Applicable Rate   applied for such Applicable Period, then (i) the Borrower shall promptly (and   in no event later than five (5) Business Days thereafter) deliver to the   Administrative Agent a corrected Compliance Certificate for such Applicable   Period, (ii) the Applicable Rate shall be determined by reference to the   corrected Compliance Certificate (but in no event shall the Lenders owe any   amounts to the Borrower), and (iii) the Borrower shall pay to the   Administrative Agent promptly upon demand (and in no event later than five   (5) Business Days after demand) any additional interest owing as a result of   such increased Applicable Rate for such Applicable Period, which payment   shall be promptly applied by the Administrative Agent in accordance with the   terms hereof. Notwithstanding anything to the contrary in this Agreement, any   additional interest hereunder shall not be due and payable until demand is   made for such payment pursuant to clause (iii) above and accordingly, any   nonpayment of such interest as a result of any such inaccuracy shall not   constitute a Default (whether retroactively or otherwise), and no such   amounts shall be deemed overdue (and no amounts shall accrue interest at the   Default Rate), at any time prior to the date that is five (5) Business Days   following such demand. The Borrower’s Obligations under this paragraph shall   survive the termination of the Aggregate Commitments and the repayment of all   other Obligations hereunder. “Appropriate Lender” means, at any time, (a)   with respect to Loans of any Class, the Lenders of such Class, (b) with   respect to Letters of Credit, (i) the relevant L/C Issuers and (ii) the   Revolving Credit Lenders and (c) with respect to the Swing Line Facility, (i)   the relevant Swing Line Lender and (ii) if any Swing Line Loans are outstanding   pursuant to Section 2.04(a), the Revolving Credit Lenders. “Approved Fund”   means any Fund that is administered, advised or managed by (a) a Lender, (b)   an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that   administers, advises or manages a Lender. “Arrangers” means Bank of America,   N.A., an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated   and J.P. Morgan Securities LLC, in their capacities as lead arranger and lead   bookrunners. “Assigned Term Loan” has the meaning set forth in Section   10.06(i). “Assignee Group” means two or more Eligible Assignees that are   Affiliates of one another or two or more Approved Funds managed by the same   investment advisor. “Assignees” has the meaning set forth in Section   10.06(b). -5-Last Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1   1000892582 


    




 










“Assignment and   Assumption” means an assignment and assumption entered into by a Lender and   an Eligible Assignee (with the consent of any party whose consent is required   by Section 10.06(b)(iii), and accepted by the Administrative Agent, in   substantially the form of Exhibit E hereto or any other form (including   electronic documentation generated by MarkitClear or other electronic   platform) approved by the Administrative Agent. “Attorney Costs” means and   includes all reasonable fees, expenses and disbursements of any law firm or   other external legal counsel. “Attributable Indebtedness” means, on any date,   in respect of any Capitalized Lease of any Person, the capitalized amount   thereof that would appear on a balance sheet of such Person prepared as of   such date in accordance with GAAP. “Audited Financial Statements” means the   audited consolidated balance sheet of the Borrower and its Subsidiaries as of   each of December 31, 2012 and 2011, and the related audited consolidated   statements of income, of changes in shareholders’ equity and of cash flows   for the Borrower and its Subsidiaries for the fiscal years ended December 31,   2012, 2011 and 2010, respectively. “Auto-Extension Letter of Credit” has the   meaning set forth in Section 2.03(b)(iii). “Bank of America” means Bank of   America, N.A. and its successors. “Base Rate” means for any day a fluctuating   rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of   1%, (b) the rate of interest in effect for such day as publicly announced   from time to time by Bank of America as its “prime rate,” and (c) the   Eurodollar Rate plus 1.00%; provided that for purposes of this clause (c),   the Base Rate (I) with respect to Initial Term Loans will be deemed not to be   less than 1.75%, (II) with respect to Tranche B-2 Term Loans will be deemed   not to be less than 1.75% and (III) shall otherwise not be less than 0%. The   “prime rate” is a rate set by Bank of America based upon various factors   including Bank of America’s costs and desired return, general economic   conditions and other factors, and is used as a reference point for pricing   some loans, which may be priced at, above, or below such announced rate. Any   change in such prime rate announced by Bank of America shall take effect at   the opening of business on the day specified in the public announcement of   such change. “Base Rate Loan” means a Loan that bears interest based on the   Base Rate. “Bidco” means ABS Holdings C.V., a Dutch limited partnership, or   any other Restricted Subsidiary of the Borrower designated in writing by the   Borrower to the Administrative Agent that shall acquire the Target Shares in   the 2015 Acquisition. “Bidco Change of Control” means Bidco ceasing to be a   Wholly-Owned Subsidiary of the Borrower that is a Restricted Subsidiary.   “Borrower” has the meaning set forth in the introductory paragraph to this   Agreement. -6-Last Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1   1000892582 


    




 










“Borrower   Materials” has the meaning assigned to such term in Section 6.02. “Borrowing”   means a Revolving Credit Borrowing, a Swing Line Borrowing, an Initial Term   Borrowing or a Tranche B-2 Term Borrowing, as the context may require.   “Business Day” means any day other than a Saturday, Sunday or other day on   which commercial banks are authorized to close under the Laws of, or are in   fact closed in, the state where the Administrative Agent’s Office is located   and if such day relates to any interest rate settings as to a Eurodollar Rate   Loan, any fundings, disbursements, settlements and payments in respect of any   such Eurodollar Rate Loan, or any other dealings to be carried out pursuant   to this Agreement in respect of any such Eurodollar Rate Loan, means any such   day on which dealings in deposits are conducted by and between banks in the   London interbank eurodollar market. “Capital Stock” means: (a) in the case of   a corporation or Irish incorporated limited liability company, corporate   stock; (b) in the case of an association or business entity, any and all   shares, interests, participations, rights or other equivalents (however   designated) of corporate stock; (c) in the case of a partnership or limited   liability company (other than an Irish incorporated limited liability   company), partnership or membership interests (whether general or limited);   and (d) any other interest or participation that confers on a Person the   right to receive a share of the profits and losses of, or distributions of   assets of, the issuing Person. “Capitalized Lease Obligation” means, at the   time any determination thereof is to be made, the amount of the liability in   respect of a capital lease that would at such time be required to be   capitalized and reflected as a liability on a balance sheet (excluding the   footnotes thereto) in accordance with GAAP as in effect on the Closing Date.   “Capitalized Leases” means all leases that have been or should be, in   accordance with GAAP, recorded as capitalized leases; provided that for all   purposes hereunder the amount of obligations under any Capitalized Lease   shall be the amount thereof accounted for as a liability in accordance with   GAAP as in effect on the Closing Date. “Capitalized Software Expenditures”   means, for any period, the aggregate of all expenditures (whether paid in   cash or accrued as liabilities) by a Person and its Restricted Subsidiaries   during such period in respect of purchased software or internally developed   software and software enhancements that, in conformity with GAAP, are or are required   to be reflected as capitalized costs on the consolidated balance sheet of   such Person and such Subsidiaries (for the avoidance doubt, this excludes   software development costs in accordance -7-Last Saved: 08/19/2013 8:50 pm   CG&R Draft 1000892582v1 1000892582 


    




 










with FASB   guidance for costs of computer software to be sold, leased, or otherwise   marketed under Accounting Standards Codification Subtopic 985-20). “Capital   Reduction” means, if the 2015 Acquisition proceeds by way of a Scheme, the   proposed reduction of the share capital of the Target under Sections 84 and   85 of the Act, which forms part of the Scheme. “Cash Collateral” has the   meaning specified in Section 2.03(g). “Cash Collateral Account” means a   blocked account at Bank of America, N.A. (or another commercial bank selected   in compliance with Section 9.09) in the name of the Administrative Agent and   under the sole dominion and control of the Administrative Agent, and   otherwise established in a manner satisfactory to the Administrative Agent.   “Cash Collateralize” has the meaning specified in Section 2.03(g). “Cash   Equivalents” means: (a) United States dollars; (b) (A) euro, or any national   currency of any participating member state of the EMU; or (B) in the case of   any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies   held by them from time to time in the ordinary course of business; (c)   securities issued or directly and fully and unconditionally guaranteed or   insured by the U.S. government or any agency or instrumentality thereof the   securities of which are unconditionally guaranteed as a full faith and credit   obligation of such government with maturities of 24 months or less from the   date of acquisition; (d) certificates of deposit, time deposits and dollar   time deposits with maturities of one year or less from the date of   acquisition, bankers’ acceptances with maturities not exceeding one year and   overnight bank deposits, in each case with any commercial bank having capital   and surplus of not less than $500.0 million in the case of U.S. banks and   $100.0 million (or the U.S. dollar equivalent as of the date of   determination) in the case of non-U.S. banks; (e) repurchase obligations for   underlying securities of the types described in clauses (c) and (d) entered   into with any financial institution meeting the qualifications specified in   clause (d) above; (f) commercial paper rated at least P-1 by Moody’s or at   least A-1 by S&P and in each case maturing within 24 months after the   date of creation thereof; -8-Last Saved: 08/19/2013 8:50 pm CG&R Draft   1000892582v1 1000892582 


    




 










(g) marketable   short-term money market and similar securities having a rating of at least   P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time   neither Moody’s nor S&P shall be rating such obligations, an equivalent   rating from another Rating Agency) and in each case maturing within 24 months   after the date of creation thereof; (h) investment funds investing 95% of   their assets in securities of the types described in clauses (a) through (g)   above and (i) through (k) below); (i) readily marketabledirect obligations   issued by any state, commonwealth or territory of the United States or any   political subdivision or taxing authority thereof having an Investment Grade   Rating from either Moody’s or S&P with maturities of 24 months or less   from the date of acquisition; (j) Indebtedness or Preferred Stock issued by   Persons with a rating of “A” or higher from S&P or “A2” or higher from   Moody’s with maturities of 24 months or less from the date of acquisition;   and (k) the date of thereof) or Moody’s. Investments with average maturities   of 24 months or less from acquisition in money market funds rated AAA-(or the   equivalent better by S&P or Aaa3 (or the equivalent thereof) or better by   Notwithstanding the foregoing, Cash Equivalents shall include amounts   denominated in currencies other than those set forth in clauses (a) and (b)   above, provided that such amounts are converted into any currency listed in   clauses (a) and (b) as promptly as practicable and in any event within ten   Business Days following the receipt of such amounts. “Casualty Event” means   any event that gives rise to the receipt by the Borrower or any Restricted   Subsidiary of any insurance proceeds or condemnation awards in respect of any   equipment, fixed assets or real property (including any improvements thereon)   to replace or repair such equipment, fixed assets or real property. “CERCLA”   means the Comprehensive Environmental Response, Compensation and Liability   Act of 1980, as subsequently amended. “CERCLIS” means the Comprehensive   Environmental Response, Compensation and Liability Information System   maintained by the U.S. Environmental Protection Agency. “Certain Funds   Covenant Event of Default” has the meaning set forth in Section 8.01(m).   “Certain Funds Credit Extension” means any Tranche B-2 Term Borrowing made or   to be made during the Certain Funds Period. “Certain Funds Default” means (x)   an Event of Default arising under any of the following clauses of Section   8.01: (a)(i), (ii) and (iii) (but in each case only with respect to -9-Last   Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










any amount   payable in respect of the Tranche B-2 Term Facility), (b) (but only with   respect to (A) Section 6.05(a), (B) if such Event of Default continues for   thirty (30) days after notice thereof by the Administrative Agent to the   Borrower, Sections 7.01, 7.02 and 7.04 and (C) Sections 7.03 and 7.06), (d)   (but only to the extent arising from a Certain Funds Representation), (f),   (g), (i) (but only with respect to this Agreement (as amended by the First   Amendment), the First Amendment and the Security Agreement (collectively, the   “Covered Loan Documents”) and, in each case, only to the extent affecting the   Tranche B-2 Term Facility) or (m), in each case, solely to the extent arising   with respect to the Borrower, Bidco or any direct or indirect parent company   of Bidco that is a Wholly-Owned Subsidiary of the Borrower (each, a “Covered   Person”) (and not, for the avoidance of doubt, with respect to or relating to   any other Person or any procurement obligation of any Covered Person with   respect to any other Person other than Bidco) or (y) the occurrence of a   Bidco Change of Control. “Certain Funds Period” means the period beginning on   the First Amendment Effective Date and ending on the earliest to occur of (a)   the date on which the Offer or (if applicable) the Scheme lapses or is   withdrawn (other than due to a switch between the Scheme and the Offer), (b)   the Squeeze-Out Settlement Date, (c) the Scheme Settlement Date and (d) the   Longstop Date, provided that, if (in the case of a Scheme) the Scheme   Effective Date but not the Scheme Settlement Date has occurred on or before   the Longstop Date, the Certain Funds Period shall be extended to the Scheme   Settlement Date or, if (in the case of an Offer) the Offer Effective Date but   not the Squeeze-Out Settlement Date has occurred on or before the Longstop   Date, the Certain Funds Period shall be extended to the earlier of (x) the   date falling 60 days after the Long Stop Date and (y) the Squeeze-Out   Settlement Date. “Certain Funds Representations” means the representations   and warranties contained in Sections 5.01(a), 5.01(b)(ii) (but solely with   respect to the execution, delivery and performance of the Covered Loan   Documents), 5.02(a), (b)(i) and (iii) (but in each case only with respect to   the execution, delivery and performance of the Covered Loan Documents), 5.04   (but solely with respect to the Covered Loan Documents), 5.13, 5.15(a) (but   solely with respect to compliance with the USA Patriot Act) and (e) (but   solely with respect to the proceeds of the Tranche B-2 Term Loans), 5.21 (but   solely with respect to the second sentence thereof pertaining to the proceeds   of the Tranche B-2 Term Loans) and 5.22, in each case, solely as they relate   to the Covered Persons (and not, for the avoidance of doubt, with respect to   or relating to any other Person or any procurement obligation of any Covered   Person with respect to any other Person other than Bidco), except with   respect to such representations in Sections 5.01(a), 5.01(b)(ii), 5.02(a),   (b)(i) and (iii) and 5.04 to the extent described above, which shall in each   case be deemed to also refer to such representations and warranties as to any   other Loan Parties party to the Covered Loan Documents. “CFC” means a   “controlled foreign corporation” within the meaning of Section 957 of the   Code. “CFC Holdco” means a Domestic Subsidiary that has no material assets   other than the equity of one or more Foreign Subsidiaries that are CFCs.   “Change in Law” means the occurrence, after the date of this Agreement, of   any of the following: (a) the adoption or taking effect of any law, rule,   regulation or treaty, (b) any -10-CG&R Draft 1000892582v1 Last Saved:   08/19/2013 8:50 pm 1000892582 


    




 










change in any   law, rule, regulation or treaty or in the administration, interpretation,   implementation or application thereof by any Governmental Authority or (c)   the making or issuance of any request, rule, guideline or directive (whether   or not having the force of law) by any Governmental Authority; provided that   notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall   Street Reform and Consumer Protection Act and all requests, rules, guidelines   or directives thereunder or issued in connection therewith and (y) all   requests, rules, guidelines or directives promulgated by the Bank for   International Settlements, the Basel Committee on Banking Supervision (or any   successor or similar authority) or the United States regulatory authorities,   in each case pursuant to Basel III, shall in each case be deemed to be a   “Change in Law”, regardless of the date enacted, adopted or issued. “Change   of Control” means any of the following: (a)the sale, lease or transfer, in   one or a series of related transactions, of all or substantially all of the   assets of the Borrower and its Subsidiaries, taken as a whole, to any Person;   (b) the Borrower becomes aware of (by way of a report or any other filing   pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or   otherwise) the acquisition by any Person or group (within the meaning of   Section 13(d)(3) or Section 14(d)(2) of the Exchange Act), including any   group acting for the purpose of acquiring, holding or disposing of securities   (within the meaning of Rule 13d-5(b)(1) under the Exchange Act, or any   successor provision) in a single transaction or in a related series of   transactions, by way of merger, consolidation or other business combination   or purchase of beneficial ownership (within the meaning of Rule 13d-3 under   the Exchange Act, or any successor provision) of a majority or more of the   total voting power of the Voting Stock of the Borrower; (c) the approval of   any plan or proposal for the winding up or liquidation of the Borrower; or   (d) a “change of control” (or similar event) shall occur under the Senior   Notes, any Indebtedness for borrowed money permitted under Section 7.02 with   an aggregate principal amount in excess of the Threshold Amount or any   Permitted Refinancing Indebtedness in respect of any of the foregoing or any   Disqualified Stock. For purposes of this definition, any direct or indirect   holding company of the Borrower shall not itself be considered a “Person” or   “group” for purposes of clause (b) above; provided that no “Person” or   “group” beneficially owns, directly or indirectly, more than a majority of   the total voting power of the Voting Stock of such holding company. “Class”   (a) when used with respect to Lenders, refers to whether such Lenders are   Revolving Credit Lenders or, Initial Term Lenders or Tranche B-2 Term   Lenders, (b) when used with respect to Commitments, refers to whether such   Commitments are Revolving Credit Commitments or, Initial Term Commitments or   Tranche B-2 Term Commitments, and (c) -11-Last Saved: 08/19/2013 8:50 pm   CG&R Draft 1000892582v1 1000892582 


    




 










when used with   respect to Loans or a Borrowing, refers to whether such Loans, or the Loans   comprising such Borrowing, are Revolving Credit Loans or, Initial Term Loans.   or Tranche B-2 Term Loans and (d) when used with respect to Facilities,   refers to whether such Facility is the Revolving Credit Facility, the Swing   Line Sublimit, the Letter of Credit Sublimit, the Initial Term Facility or   the Tranche B-2 Term Facility. “Clean-up Period” means the period of 90 days   from and including the 2015 Closing Date. “Closing Date” means October 11,   2013. “Closing Fee” has the meaning set forth in Section 2.09(b). “Code”   means the U.S. Internal Revenue Code of 1986, as amended. “Collateral” means   the “Collateral” as defined in the Security Agreement, all the “Collateral”   or “Pledged Assets” as defined in any other Collateral Document and any other   assets a Lien in which is granted or purported to be granted pursuant to any   Collateral Documents. “Collateral Agent” means Bank of America, in its   capacity as collateral agent or pledgee in its own name under any of the Loan   Documents, or any successor collateral agent. “Collateral Documents” means,   collectively, the Security Agreement, each of the Mortgages, collateral   assignments, security agreements, pledge agreements, the Intellectual   Property Security Agreements or other similar agreements delivered to the   Administrative Agent and the Lenders pursuant to Section 6.11 or Section   6.13, and each of the other agreements, instruments or documents that creates   or purports to create a Lien in favor of the Collateral Agent for the benefit   of the Secured Parties. “Commitment” means a Term Commitment or a Revolving   Credit Commitment of any Class or of multiple Classes, as the context may   require. “Committed Loan Notice” means a notice of (a) a Borrowing, (b) a   conversion of Loans from one Type to the other, or (c) a continuation of   Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in writing,   shall be substantially in the form of Exhibit A hereto.or such other form as   may be approved by the Administrative Agent (including any form on an   electronic platform or electronic transmission system as shall be approved by   the Administrative Agent), appropriately completed and signed by a   Responsible Officer of the Borrower. “Commodity Exchange Act” means the   Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time,   and any successor statute. “Company Material Adverse Effect” means any fact,   effect, change, event or circumstance that (i) materially adversely affects the   business, financial condition or results of operations of the Borrower and   its Subsidiaries, taken as a whole; provided, however, that any -12-Last   Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










fact, effect,   change, event or circumstance arising from or related to (except, in the case   of clauses (a), (b), (c), (d), (e), (f) or (i) below, to the extent   disproportionately affecting the Borrower and its Subsidiaries, taken as a   whole, relative to other companies in the industries in which the Borrower   and its Subsidiaries operate, in which case only the incremental   disproportionate effect shall be taken into account): (a) conditions   affecting the United States economy, or any other national or regional   economy or the global economy generally, (b) political conditions (or changes   in such conditions) in the United States or any other country or region in   the world or acts of war, sabotage or terrorism (including any escalation or   general worsening of any such acts of war, sabotage or terrorism) in the   United States or any other country or region of the world occurring after the   date hereof, (c) changes in the financial, credit, banking or securities   markets in the United States or any other country or region in the world (including   any disruption thereof and any decline in the price of any security or any   market index), (d) changes required by United States generally accepted   accounting principles or other accounting standards (or interpretations   thereof), (e) changes in any laws or other binding directives issued by any   governmental entity (or interpretations thereof), (f) changes that are   generally applicable to the industries in which the Borrower and its   Subsidiaries operate, (g) any failure by the Borrower to meet any internal or   published projections, forecasts or revenue or earnings predictions for any   period ending on or after the date of the Stock Purchase Agreement or any   decline in the market price or trading volume of the Borrower’s stock   (provided that the underlying causes of any such failure or decline may be   considered in determining whether a Company Material Adverse Effect has   occurred or would reasonably be expected to occur to the extent not otherwise   excluded by another exception herein), (h) the public announcement or   consummation of the Stock Buy-Back or any of the transactions contemplated by   the Stock Purchase Agreement (including as to the identity of the parties   thereto), (i) the occurrence of natural disasters or (j) any action required   by the terms of the Stock Purchase Agreement or with the prior written   consent or at the direction of the other parties thereto and the Arrangers,   shall not be taken into account in determining whether a Company Material   Adverse Effect has occurred or would reasonably be expected to occur, or (ii)   would prevent the Borrower from consummating the transactions contemplated by   the Stock Purchase Agreement. “Compliance Certificate” means a certificate   substantially in the form of Exhibit D hereto. “Consolidated Depreciation and   Amortization Expense” means, with respect to any Person, for any period, the   total amount of depreciation and amortization expense, including the   amortization of deferred financing fees and Capitalized Software Expenditures   and amortization of unrecognized prior service costs and actuarial gains and   losses related to pensions and other post-employment benefits, of such Person   and its Restricted Subsidiaries for such period on a consolidated basis and   otherwise determined in accordance with GAAP. “Consolidated EBITDA” means,   with respect to any Person for any period, the Consolidated Net Income of   such Person for such period: (a) increased (without duplication) by: -13-Last   Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










(A) provision   for taxes based on income or profits or capital gains, including, without   limitation, federal, state, non-U.S. franchise, excise, value added and   similar taxes and foreign withholding taxes of such Person paid or accrued   during such period, including any penalties and interest relating to such   taxes or arising from any tax examinations, deducted (and not added back) in   computing Consolidated Net Income; plus (B) Fixed Charges of such Person for   such period (including (x) net losses on Hedging Obligations or other   derivative instruments entered into for the purpose of hedging interest rate   risk and (y) costs of surety bonds in connection with financing activities,   in each case, to the extent included in Fixed Charges), together with items   excluded from the definition of “Consolidated Interest Expense” pursuant to   clauses (a)(A) through (a)(C) thereof, to the extent the same was deducted   (and not added back) in calculating such Consolidated Net Income; plus (C)   Consolidated Depreciation and Amortization Expense of such Person for such   period to the extent the same were deducted (and not added back) in computing   Consolidated Net Income; plus (D)any fees, expenses or charges (other than   depreciation or amortization expense) related to any Equity Offering,   Permitted Investment, acquisition, disposition, recapitalization or the   incurrence or repayment of Indebtedness permitted to be incurred in   accordance with this Agreement (including a refinancing thereof) (whether or   not successful), including (i) such fees, expenses or charges related to the   offering of the Senior Notes and the initial Credit Extensions hereunder,   (ii) any amendment or other modification of the Senior Notes, and, in each   case, deducted (and not added back) in computing Consolidated Net Income and   (iii) commissions, discounts, yield and other fees and charges (including any   interest expense) related to any Receivables Facility; plus (E) the amount of   any restructuring charge or reserve computing incurred in   deducted(andnotaddedback)insuchperiodin Consolidated Net Income, including   any restructuring costs connection with acquisitions, mergers or   consolidations after the Closing Date, costs related to the retention   charges, systems charges, excluding, for the closure and/or consolidation of   facilities, establishment costs and excess pension avoidance of doubt,   development costs in connection with unreleased products; plus (F) any other   non-cash charges, including any write offs or write downs, reducing   Consolidated Net Income for such period (provided that if any such non-cash   charges represent an accrual or reserve for potential cash items in any   future period, the cash payment in -14-CG&R Draft 1000892582v1 Last   Saved: 08/19/2013 8:50 pm 1000892582 


    




 










respect thereof   in such future period shall be subtracted from Consolidated EBITDA in such   future period to the extent paid, but excluding from this proviso, for the   avoidance of doubt, amortization of a prepaid cash item that was paid in a   prior period); plus (G)the amount of any minority interest expense consisting   of Subsidiary income attributable to minority equity interests of third   parties in any non-Wholly-Owned Subsidiary deducted (and not added back) in   such period in calculating Consolidated Net Income; plus (H)the amount of   loss on sale of receivables and related assets to the Receivables Subsidiary   in connection with a Receivables Facility; plus (I) any costs or expense   incurred by the Borrower or a Restricted Subsidiary pursuant to any   management equity plan or stock option plan or any other management or   employee benefit plan or agreement or any stock subscription or shareholder   agreement, to the extent that such cost or expenses are funded with cash   proceeds contributed to the capital of the Borrower or net cash proceeds of   an issuance of Equity Interest of the Borrower (other than Disqualified   Stock) solely to the extent that such net cash proceeds are excluded from the   calculation set forth in Section 7.05(a)(3); plus (J) the amount of cost   savings, operating expense reductions, other operating improvements and   initiatives and synergies projected by the Borrower in good faith to be   reasonably anticipated to be realizable or a plan for realization shall have   been established within 18 months of the date thereof (which will be added to   Consolidated EBITDA as so projected until fully realized and calculated on a   pro forma basis as though such cost savings, operating expense reductions,   other operating improvements and initiatives and synergies had been realized   on the first day of such period), net of the amount of actual benefits   realized during such period from such actions; provided that all steps have   been taken for realizing such cost savings and such cost savings are   reasonably identifiable and factually supportable (in the good faith   determination of the Borrower); (b)decreased by (without duplication)   non-cash gains increasing Consolidated Net Income of such Person for such   period, excluding any non-cash gains to the extent they represent the   reversal of an accrual or reserve for a potential cash item that reduced   Consolidated EBITDA in any prior period; and (c) increased or decreased by   (without duplication): (A) any net gain or loss resulting in such period from   Financial Accounting Hedging Obligations and the application of -15-Last   Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










Codification   No. 815-Derivatives and Hedging; plus or minus, as applicable, and (B) any   net gain or loss resulting in such period from currency translation gains or   losses related to currency remeasurements of Indebtedness (including any net   loss or gain resulting from hedge agreements for currency exchange risk).   “Consolidated Interest Expense” means, with respect to any Person for any   period, without duplication, the sum of: (a) consolidated interest expense of   such Person and its Restricted Subsidiaries for such period, to the extent   such expense was deducted (and not added back) in computing Consolidated Net   Income (including (i) amortization of original issue discount resulting from   the issuance of Indebtedness at less than par, (ii) all commissions, discounts   and other fees and charges owed with respect to letters of credit or bankers   acceptances, (iii) non-cash interest expense (but excluding any non-cash   interest expense attributable to the movement in the mark to market valuation   of Hedging Obligations or other derivative instruments pursuant to GAAP),   (iv) the interest component of Capitalized Lease Obligations, and (v) net   payments, if any, pursuant to interest rate Hedging Obligations with respect   to Indebtedness, and excluding (A) amortization of deferred financing fees,   debt issuance costs, commissions, fees and expenses, (B) any expensing of   bridge, commitment and other financing fees and (C) commissions, discounts,   yield and other fees and charges (including any interest expense) related to   any Receivables Facility); plus (b) consolidated capitalized interest of such   Person and such Subsidiaries for such period, whether paid or accrued; less   (c) interest income of such Person and such Subsidiaries for such period. For   purposes of this definition, interest on a Capitalized Lease Obligation shall   be deemed to accrue at an interest rate reasonably determined by such Person   to be the rate of interest implicit in such Capitalized Lease Obligation in   accordance with GAAP. “Consolidated Net Income” means, with respect to any   Person for any period, the Net Income of such Person and its Restricted   Subsidiaries for such period, on a consolidated basis, and otherwise   determined in accordance with GAAP; provided, however, that, without   duplication: (a) any after-tax effect of extraordinary, non-recurring or   unusual gains or losses (less all fees and expenses relating (including   relating to the Transaction), severance, thereto) or expenses relocation   costs and -16-Last Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1   1000892582 


    




 










curtailments or   modifications to pension and post-retirement employee benefit plans shall be   excluded, (b) effect of a the Net Income for such period shall not include   the cumulative change in accounting principles during such period, including   changes from international financial reporting standards to United States   financial reporting standards,   (c)anyafter-taxeffectofincome(loss)fromdisposedor discontinued operations and   any net after-tax gains or losses on disposal of disposed, abandoned or   discontinued operations shall be excluded, (d) any after-tax effect of gains   or losses (less all fees and expenses relating thereto) attributable to asset   dispositions other than in the ordinary course of business, as determined in   good faith by the Borrower, shall be excluded, (e)the Net Income for such   period of any Person that is not a Subsidiary, or is an Unrestricted   Subsidiary, or that is accounted for by the equity method of accounting,   shall be excluded; provided that Consolidated Net Income of the Borrower shall   be increased by the amount of dividends or distributions or other payments   that are actually paid in cash (or to the extent converted into cash or Cash   Equivalents) to the Borrower or a Restricted Subsidiary in respect of such   period, (f) solely for the purpose of determining the amount available for   Restricted Payments under Section 7.05(a)(3), the Net Income for such period   of any Restricted Subsidiary (other than any Guarantor) shall be excluded if   the declaration or payment of dividends or similar distributions by that   Restricted Subsidiary of its Net Income is not at the date of determination   wholly permitted without any prior governmental approval (which has not been   obtained) or, directly or indirectly, by the operation of the terms of its   charter or anyagreement,instrument,judgment, decree,order,statute,rule,or   governmentalregulationapplicabletothatRestricted Subsidiary or its   stockholders, unless such restriction with respect to the payment of   dividends or similar distributions has been legally waived; provided that   Consolidated Net Income of the Borrower will be increased by the amount of   dividends or other distributions or other payments actually paid in cash (or   to the extent converted into cash or Cash Equivalents) to the Borrower or a   Restricted Subsidiary thereof in respect of such period, to the extent not   already included therein, (g) effects of purchase accounting adjustments   (including the effects of such adjustments pushed down to such Person and   such Subsidiaries) in component application amounts required or permitted by   GAAP, of purchase accounting in relation to the resulting from Transaction or   the any -17-Last Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1   1000892582 


    




 










consummated   acquisition or the amortization or write-off of any amounts thereof, net of   taxes, shall be excluded, (h) anyafter-tax effect of income (loss) from the   early extinguishment of Indebtedness or Hedging Obligations or other   derivative instruments shall be excluded, (i) any impairment charge or asset   write-off, in each case, pursuant to GAAP and the amortization of intangibles   arising pursuant to GAAP shall be excluded, (j) any non-cash compensation   expense recorded from grants of stock appreciation or similar rights, stock   options, restricted stock or other rights shall be excluded (k)any fees and   expenses incurred during such period, or any amortization thereof for such   period, in connection with the Transaction and any acquisition, Investment,   Disposition, issuance or repayment of Indebtedness, issuance of Equity   Interests, refinancing transaction or amendment or modification of any debt   instrument (in each case, including any such transaction consummated prior to   the Closing Date and any such transaction undertaken but not completed) and any   charges or non-recurring merger costs incurred during such period as a result   of any such transaction shall be excluded, and (l)any adjustment of the   nature used in connection with the calculation of “Adjusted EBITDA” as set   forth in footnotes (b) to the “Summary Historical and Pro forma Financial   Information” under “Summary” in the Notes Offering Memorandum to the extent   any such adjustment, without duplication, continues to be applicable during   such period, shall be included. Notwithstanding the foregoing, for the   purpose of Section 7.05 only (other than Section 7.05(a)(3)(D)), there shall   be excluded from Consolidated Net Income any income arising from any sale or   other disposition of Restricted Investments made by the Borrower and its   Restricted Subsidiaries, any repurchases and redemptions of Restricted   Investments from the Borrower and its Restricted Subsidiaries, any repayments   of loans and advances which constitute Restricted Investments by the Borrower   or any of its Restricted Subsidiaries, any sale of the stock of an   Unrestricted Subsidiary or any distribution or dividend from an Unrestricted   Subsidiary, in each case only to the extent such amounts increase the amount   of Restricted Payments permitted pursuant to Section 7.05(a)(3)(D). “Consolidated   Secured Debt Ratio” means, as of the date of determination, the ratio of (a)   the Consolidated Total Net Debt of the Borrower and its Restricted   Subsidiaries on such date that is secured by Liens, to (b) Consolidated   EBITDA of the Borrower and its Restricted Subsidiaries for the period of the   most recently ended four fiscal quarters for which financial statements are   available. -18-Last Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1   1000892582 


    




 










“Consolidated   Total Net Debt” shall mean, as of any date of determination, the aggregate   principal amount of Indebtedness of the Borrower and its Restricted   Subsidiaries outstanding on such date, determined on a consolidated basis in   accordance with GAAP, consisting of Indebtedness for borrowed money and   Attributable Indebtedness, less up to $1,000,000,000 of cash and Cash   Equivalents (which are not Restricted Cash) that would be stated on the   balance sheet of the Borrower and its Restricted Subsidiaries as of such date   of determination; provided that only 50% of the cash and Cash Equivalents of   Foreign Subsidiaries will be included in this calculation; provided, further   that for purposes of determining the Consolidated Secured Debt Ratio for   purposes of Sections 2.14 and 7.02(b)(20) only, the cash proceeds of any   Incremental Term Loan, Revolving Commitment Increase and/or Permitted Debt   Offering shall not be deemed to be included on the consolidated balance sheet   of the Borrower and its Restricted Subsidiaries. “Contingent Obligations”   means, with respect to any Person, any obligation of such Person guaranteeing   any leases, dividends or other obligations that do not constitute   Indebtedness (“primary obligations”) of any other Person (the “primary   obligor”) in any manner, whether directly or indirectly, including, without   limitation, any obligation of such Person, whether or not contingent: (a) to   purchase any such primary obligation or any property constituting direct or   indirect security therefor, (b) to advance or supply funds: (A)for the purchase   or payment of any such primary obligation, or (B) to maintain working capital   or equity capital of the primary obligor or otherwise to maintain the net   worth or solvency of the primary obligor, or (c) to purchase property,   securities or services primarily for the purpose of assuring the owner of any   such primary obligation of the ability of the primary obligor to make payment   of such primary obligation against loss in respect thereof. “Contractual   Obligation” means, as to any Person, any provision of any security issued by   such Person or of any agreement, instrument or other undertaking to which   such Person is a party or by which it or any of its property is bound.   “Control” has the meaning specified in the definition of “Affiliate.” “Court”   means the High Court of Ireland. “Court Meeting” means, if the 2015   Acquisition proceeds by way of a Scheme, the meeting(s) of the holders of the   Target Shares or any adjournment thereof to be convened by an order of the   Court pursuant to section 453 of the Act to consider and, if thought fit,   -19-Last Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










approve the   Scheme (with or without amendment), together with any meeting held as a   result of an adjournment or reconvention by the Court thereof. “Court Orders”   means, if the 2015 Acquisition proceeds by way of a Scheme, the order(s) of   the Court sanctioning the Scheme under section 453 of the Act and confirming   the Capital Reduction under sections 84 and 85 of the Act. “Covered Loan   Documents” has the meaning set forth in the definition of “Certain Funds   Default.” “Covered Person” has the meaning set forth in the definition of   “Certain Funds Default.” “Credit Agreement Refinancing Indebtedness” means   any (a) Permitted Pari Passu Secured Refinancing Debt, (b) Permitted Junior   Secured Refinancing Debt, (c) Permitted Unsecured Refinancing Debt or (d)   other Indebtedness incurred pursuant to a Refinancing Amendment (other than   any Credit Agreement Refinancing Indebtedness incurred in the form of term   loans, which shall not be secured by a first priority Lien on the   Collateral), in each case, issued, incurred or otherwise obtained (including   by means of the extension or renewal of existing Indebtedness) in exchange   for, or to extend, renew, replace, repurchase, retire or refinance, in whole   or part, existing Loans or Commitments hereunder, or any then-existing Credit   Agreement Refinancing Indebtedness (“Refinanced Debt”); provided that (i)   such exchanging, extending, renewing, replacing, repurchasing, retiring or   refinancing Indebtedness is in an original aggregate principal amount not   greater than the aggregate principal amount of the Refinanced Debt except by   an amount equal to unpaid accrued interest and premium (including tender   premium) and penalties thereon plus reasonable upfront fees and OID on such   exchanging, extending, renewing, replacing, repurchasing, retiring or   refinancing Indebtedness, plus other reasonable and customary fees and   expenses in connection with such exchange, modification, refinancing,   refunding, renewal, replacement, repurchase, retirement or extension, (ii)   such Indebtedness has a maturity no earlier, and a Weighted Average Life to   Maturity equal to or greater, than the Refinanced Debt, (iii) the terms and   conditions of such Indebtedness (except as otherwise provided in clause (ii)   above and with respect to pricing, premiums and optional prepayment or   redemption terms) are substantially identical to, or (taken as a whole) are   no more favorable to the lenders or holders providing such Indebtedness, than   those applicable to the Refinanced Debt (taken as a whole) being refinanced   (except for covenants or other provisions applicable only to periods after   the Latest Maturity Date at the time of incurrence of such Indebtedness)   (provided that a certificate of a Responsible Officer delivered to the   Administrative Agent at least five (5) Business Days prior to the incurrence   of such Indebtedness, together with a reasonably detailed description of the   material terms and conditions of such Indebtedness or drafts of the   documentation relating thereto, stating that the Borrower has determined in   good faith that such terms and conditions satisfy the requirement of this   clause (iii) shall be conclusive evidence that such terms and conditions   satisfy such requirement), and (iv) such Refinanced Debt shall be repaid,   repurchased, retired, defeased or satisfied and discharged, and all accrued   interest, fees, premiums (if any) and penalties in connection therewith shall   be paid, substantially -20-Last Saved: 08/19/2013 8:50 pm CG&R Draft   1000892582v1 1000892582 


    




 










concurrently   with the date such Credit Agreement Refinancing Indebtedness is issued,   incurred or obtained. “Credit Extension” means each of the following: (a) a   Borrowing and (b) an L/C Credit Extension. “Debtor Relief Laws” means the   Bankruptcy Code of the United States and all other liquidation, examination,   conservatorship, bankruptcy, assignment for the benefit of creditors,   moratorium, rearrangement, receivership, insolvency, reorganization or   similar debtor relief Laws of the United States or other applicable   jurisdictions from time to time in effect and affecting the rights of   creditors generally. “Declined Proceeds” has the meaning set forth in Section   2.05(b)(v). “Default” means any event or condition that constitutes an Event   of Default or that, with the giving of any notice, the passage of time, or   both, would be an Event of Default. “Default Rate” means an interest rate   equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable   to Base Rate Loans plus (c) 2.0% per annum; provided that with respect to a   Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the   interest rate (including any Applicable Rate) otherwise applicable to such   Loan plus 2.0% per annum, in each case, to the fullest extent permitted by   applicable Laws. “Defaulting Lender” means any Lender that (a) has failed to   fund any portion of the Term Loans, Revolving Credit Loans, participations in   L/C Obligations or participations in Swing Line Loans required to be funded   by it hereunder within one (1) Business Day of the date required to be funded   by it hereunder, unless subsequently cured, (b) has otherwise failed to pay   over to the Administrative Agent or any other Lender any other amount   required to be paid by it hereunder within one (1) Business Day of the date   when due, unless the subject of a good faith dispute or subsequently cured,   (c) has notified the Borrower or the Administrative Agent that it does not   intend to comply with its funding obligations or has made a public statement   to that effect with respect to its funding obligations hereunder or generally   under other agreements in which it commits to extend credit, (d) has failed,   within three Business Days after request by the Administrative Agent, to   confirm in a manner satisfactory to the Administrative Agent that it will   comply with its funding obligations, or (e) has, or has a direct or indirect   parent company that has, (i) become the subject of a proceeding under any   Debtor Relief Law, (ii) had a receiver, conservator, examiner, trustee,   administrator, assignee for the benefit of creditors or similar Person   charged with reorganization, examination or liquidation of its business or a   custodian appointed for it, or (iii) taken any action in furtherance of, or   indicated its consent to, approval of or acquiescence in any such proceeding   or appointment; provided that a Lender shall not be a Defaulting Lender   solely by virtue of (x) the ownership or acquisition of any equity interest   in that Lender or any direct or indirect parent company thereof by a   Governmental Authority or (y) an undisclosed administration pursuant to the   laws of the Netherlands. -21-Last Saved: 08/19/2013 8:50 pm CG&R Draft   1000892582v1 1000892582 


    




 










“Designated   Jurisdiction” means any country or territory to the extent that such country   or territory itself is the subject of any Sanction. “Designated Non-cash   Consideration” means the fair market value (as determined in good faith by   the Borrower) of non-cash consideration received by the Borrower or any of   its Restricted Subsidiaries in connection with an Disposition that is so   designated as Designated Non-cash Consideration pursuant to an officer’s   certificate, setting forth the basis of such valuation, executed by the   principal financial officer of the Borrower, less the amount of cash or Cash   Equivalents received in connection with a subsequent sale of or collection on   such Designated Non-cash Consideration. “Designated Preferred Stock” means   Preferred Stock of the Borrower (in each case other than Disqualified Stock)   that is issued for cash (other than to a Restricted Subsidiary or an employee   stock ownership plan or trust established by the Borrower or any of its   Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to   an officer’s certificate executed by the principal financial officer of the   Borrower, on the issuance date thereof, the cash proceeds of which are   excluded from the calculation set forth in Section 7.05(a)(3). “Disposition”   or “Dispose” means: (a) the sale, conveyance, transfer or other disposition,   whether in a single transaction or a series of related transactions, of   property or assets (including by way of a Sale and Lease-Back Transaction) of   the Borrower or any of its Restricted Subsidiaries (each referred to in this   definition as a “disposition”); or (b)the issuance or sale of Subsidiary   (other than Preferred Stock compliance with Section 7.02), whether related   transactions. Equity Interests of any Restricted of Restricted Subsidiaries   issued in in a single transaction or a series of “Disqualified Stock” means,   with respect to any Person, any Capital Stock of such Person which, by its   terms, or by the terms of any security into which it is convertible or for   which it is putable or exchangeable, or upon the happening of any event,   matures or is mandatorily redeemable (other than solely as a result of a   change of control or asset sale) pursuant to a sinking fund obligation or   otherwise, or is redeemable at the option of the holder thereof (other than   solely as a result of a change of control or asset sale), in whole or in   part, in each case prior to the date 91 days after the earlier of the Latest   Maturity Date at the time of issuance of such Capital Stock or the date such   Loans are no longer outstanding; provided, however, that if such Capital Stock   is issued to any plan for the benefit of employees of the Borrower or its   Subsidiaries or by any such plan to such employees, such Capital Stock shall   not constitute Disqualified Stock solely because it may be required to be   repurchased by the Borrower or its Subsidiaries in order to satisfy   applicable statutory or regulatory obligations. “Dollar” and “$” mean lawful   money of the United States. -22-Last Saved: 08/19/2013 8:50 pm CG&R Draft   1000892582v1 1000892582 


    




 










“Domestic Cash”   has the meaning set forth in Section 4.01(a)(xii). “Domestic Subsidiary”   means any Subsidiary of the Borrower that is organized or existing under the   laws of the United States, any state thereof, the District of Columbia, or   any territory thereof. “Electing Lender” has the meaning specified in Section   2.16(f)(i). “Eligible Assignee” has the meaning set forth in Section   10.06(a). “EMU” means economic and monetary union as contemplated in the   Treaty on European Union. “Environment” means indoor air, ambient air,   surface water, groundwater, drinking water, land surface, subsurface strata,   and natural resources such as wetlands, flora and fauna. “Environmental Laws”   means the common law and any and all Federal, state, local, and foreign   statutes, Laws, regulations, ordinances, rules, judgments, orders, decrees,   permits, concessions, grants, franchises, licenses, agreements or   governmental restrictions relating to pollution, the protection of the   Environment or, to the extent relating to exposure to Hazardous Materials,   human health or to the Release or threat of Release of Hazardous Materials   into the Environment. “Environmental Liability” means any liability,   contingent or otherwise (including any liability for damages, costs of   investigation and remediation, fines, penalties or indemnities), of the Loan   Parties or any Restricted Subsidiary directly or indirectly resulting from or   based upon (a) violation of any Environmental Law, (b) the generation, use,   handling, transportation, storage, treatment or disposal of any Hazardous   Materials, (c) exposure to any Hazardous Materials, (d) the Release or   threatened Release of any Hazardous Materials into the Environment or (e) any   contract, agreement or other consensual arrangement pursuant to which   liability is assumed or imposed with respect to any of the foregoing.   “Environmental Permit” means any permit, approval, identification number,   license or other authorization required under any Environmental Law. “Equity   Interests” means Capital Stock and all warrants, options or other rights to   acquire Capital Stock, but excluding any debt security that is convertible   into, or exchangeable for, Capital Stock. “Equity Offering” means any public   or private sale of common stock or Preferred Stock of the Borrower (excluding   Disqualified Stock), other than: (a) public offerings with respect to any   such Person’s common stock registered on Form S-8; (b) issuances to any   Subsidiary of the Borrower; and -23-Last Saved: 08/19/2013 8:50 pm CG&R   Draft 1000892582v1 1000892582 


    




 










(c) Refunding   Capital Stock. “ERISA” means the Employee Retirement Income Security Act of   1974, as amended from time to time. “ERISA Affiliate” means any trade or   business (whether or not incorporated) that is under common control with a   Loan Party or any Restricted Subsidiary within the meaning of Section 414 of   the Code or Section 4001 of ERISA. “ERISA Event” means (a) a Reportable Event   with respect to a Pension Plan; (b) with respect to any Pension Plan, the   failure to satisfy the minimum funding standards under Section 412 of the   code or Section 302 of ERISA, whether or not waived; (c) a withdrawal by a   Loan Party, any Restricted Subsidiary or any ERISA Affiliate from a Pension   Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial   employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of   operations that is treated as such a withdrawal under Section 4062(e) of   ERISA; (d) a complete or partial withdrawal by a Loan Party, any Restricted   Subsidiary or any ERISA Affiliate from a Multiemployer Plan or notification   that a Multiemployer Plan is insolvent or in reorganization, within the   meaning of Title IV of ERISA, or in endangered or critical status, within the   meaning of Section 432 of the Code or Section 305 of ERISA; (e) the filing of   a notice of intent to terminate, the treatment of a plan amendment as a   termination under Sections 4041 or 4041A of ERISA, or the commencement of   proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan;   (f) an event or condition which constitutes grounds under Section 4042 of   ERISA for the termination of, or the appointment of a trustee to administer,   any Pension Plan or Multiemployer Plan; or (g) the imposition of any   liability under Title IV of ERISA, other than for PBGC premiums due but not   delinquent under Section 4007 of ERISA, upon a Loan Party, any Restricted   Subsidiary or any ERISA Affiliate with respect to any Pension Plan or   Multiemployer Plan. “euro” means the single currency of participating member   states of the EMU. “Eurodollar Rate” means: (a) for any Interest Period with   respect to a Eurodollar Rate Loan, the rate per annum equal to the London   Interbank Offered Rate (“LIBOR”) or a comparable or successor rate, which   rate is approved by the Administrative Agent, as published on the applicable   Reuters screenBloomberg page (or such other commercially available source   providing such quotations as may be reasonably designated by the   Administrative Agent from time to time) at approximately 11:00 a.m., London time,   two Business Days prior to the commencement of such Interest Period, for   Dollar deposits (for delivery on the first day of such Interest Period) with   a term equivalent to such Interest Period; and (b) for any interest   calculation with respect to a Base Rate Loan on any date, the rate per annum   equal to LIBOR, at or about 11:00 a.m., London -24-Last Saved: 08/19/2013   8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










time determined   two Business Days prior to such date for U.S. Dollar deposits with a term of   one month commencing that day; provided that to the extent a comparable or   successor rate is approved by the Administrative Agent in connection   herewith, the approved rate shall be applied in a manner consistent with   market practice; provided, further that to the extent such market practice is   not administratively feasible for the Administrative Agent, such approved   rate shall be applied in a manner as otherwise reasonably determined by the   Administrative Agent; provided further that the Eurodollar Rate with respect   to Initial Term Loans and Tranche B-2 Term Loans that bear interest at a rate   based on clause (a) of this definition will be deemed not to be less than (I)   0.75% per annum. with respect to Initial Term Loans and (II) 0.75% with   respect to Tranche B-2 Term Loans; provided further that the Eurodollar Rate   for Revolving Credit Loans that bear interest at a rate based on clauses (a)   and (b) of this definition will be deemed not to be less than 0%. “Eurodollar   Rate Loan” means a Loan that bears interest at a rate based on the Eurodollar   Rate. “Event of Default” has the meaning specified in Section 8.01. “Exchange   Act” means the Securities Exchange Act of 1934, as amended, and the rules and   regulations of the SEC promulgated thereunder. “Excluded Subsidiary” means   (a) any Subsidiary that is not a Wholly-Owned Subsidiary, (b) any Subsidiary   of the Borrower that does not have assets (after intercompany eliminations)   in excess of $50,000,000 or annual revenues in excess of $25,000,000, in each   case as determined as of the date of the most recent financial statements   delivered pursuant to Section 6.01(a), (c) any Subsidiary that is prohibited   by applicable Law or Contractual Obligations existing on the Closing Date   from guaranteeing the Obligations or would require the approval, consent,   license or authorization of any Governmental Authority in order to guarantee   the Obligations (unless such approval, consent, license or authorization has   been received) (or in the case of any future acquisition, of the acquired   company and as in effect as of the closing date of such acquisition), so long   as, in the case of any such Contractual Obligation, such prohibition is not   incurred in contemplation of such acquisition, (d) any Restricted Subsidiary   acquired pursuant to a Permitted Acquisition that has Indebtedness permitted   by Section 7.02(b)(13) and each Restricted Subsidiary thereof that guarantees   such Indebtedness, in each case to the extent such secured Indebtedness   prohibits such Restricted Subsidiary from guaranteeing the Obligations;   provided (x) such Indebtedness was not incurred in contemplation of such   acquisition and (y) that each such Restricted Subsidiary shall cease to be an   Excluded Subsidiary under this clause (d) if such secured Indebtedness is   repaid or if such Restricted Subsidiary ceases to guarantee such secured   Indebtedness, as applicable, (e) any other Subsidiary with respect to which,   in the reasonable judgment of the Administrative Agent and the Borrower, the   cost or other consequences (including any adverse tax consequences) of   providing a Guarantee shall be excessive in view of the benefits to be   obtained by the Lenders therefrom, (f) any special purpose entity, including   any Receivables -25-Last Saved: 08/19/2013 8:50 pm CG&R Draft   1000892582v1 1000892582 


    




 










Subsidiary, (g)   any Foreign Subsidiary, (h) any Unrestricted Subsidiary, (i) any CFC Holdco,   (j) any Domestic Subsidiary of a Foreign Subsidiary that is a CFC and (k)   Amber Holding. “Excluded Swap Obligation” means, with respect to any   Guarantor, any Swap Obligation if, and to the extent that, all or a portion   of the Guarantee of such Guarantor of, or the grant by such Guarantor of a   security interest to secure, such Swap Obligation (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) by virtue of such   Guarantor’s failure for any reason not to constitute an “eligible contract   participant” as defined in the Commodity Exchange Act at the time the   Guarantee of such Guarantor becomes effective with respect to such related   Swap Obligation. If a Swap Obligation arises under a master agreement governing   more than one Swap, such exclusion shall apply only to the portion of such   Swap Obligation that is attributable to Swaps for which such Guarantee or   security interest is or becomes illegal. “Excluded Taxes” means, with respect   to the Administrative Agent, any Lender or any other recipient of any   payments to be made by or on account of any obligation of any Loan Party   hereunder or under any other Loan Document, (a) any Tax on such recipient’s   net income or profits (or franchise Tax imposed in lieu of a Tax on net   income or profits) imposed by a jurisdiction as a result of such recipient   being organized or having its principal office or applicable Lending Office   in such jurisdiction or as a result of any other present or former connection   between such recipient and such jurisdiction, other than any connection   arising solely from such recipient having executed, delivered, enforced,   become a party to, performed its obligations under, received payments under,   received or perfected a security interest under, engaged in any other   transaction pursuant to, and/or enforced, any Loan Documents), (b) any branch   profits tax under Section 884(a) of the Code, or any similar tax, imposed by   any other jurisdiction described in (a), (c) with respect to any Loan made by   a Foreign Lender other than any Foreign Lender becoming a party hereto   pursuant to the Borrower’s request under Section 10.13), any U.S. federal   withholding tax that is imposed on amounts payable to such Foreign Lender   pursuant to a Law in effect at the time such Foreign Lender becomes a party   hereto (or designates a new Lending Office), except to the extent that such   Foreign Lender (or its assignor, if any) was entitled, immediately prior to   the time of designation of a new Lending Office (or assignment), to receive   additional amounts from a Loan Party with respect to such U.S. federal   withholding tax pursuant to Section 3.01, (d) any withholding tax   attributable to such recipient’s failure to comply with Section 3.01(d) or   (e) any U.S. federal withholding tax imposed pursuant to FATCA. “Executive   Order” has the meaning set forth in Section 5.15. “Extended Revolving Credit   Commitment” has the meaning set forth in Section 2.16. “Extended Term Loan”   has the meaning set forth in Section 2.16. “Extending Lender” has the meaning   set forth in Section 2.16. -26-Last Saved: 08/19/2013 8:50 pm CG&R Draft   1000892582v1 1000892582 


    




 










“Extension” has   the meaning set forth in Section 2.16. “Facility” means the Term LoansInitial   Term Commitments and the Initial Term Loans (the “Initial Term Facility”),   the Tranche B-2 Term Commitments and the Tranche B-2 Term Loans (the “Tranche   B-2 Term Facility”), the Revolving Credit Facility, the Swing Line Sublimit   or the Letter of Credit Sublimit, as the context may require. “FCPA” means   Foreign Corrupt Practices Act of 1977, as amended, and the rules and   regulations thereunder. “FATCA” shall mean Sections 1471 through 1474 of the   Code as of the date hereof (and any amended or successor version that is   substantively comparable and not materially more onerous to comply with), any   agreements entered into pursuant to current Section 1471(b)(1) of the Code   (or any amended or successor version described above) and any current or   future Treasury regulations or other official administrative interpretations   thereof. “Federal Funds Rate” means, for any day, the rate per annum equal to   the weighted average of the rates on overnight Federal funds transactions   with members of the Federal Reserve System arranged by Federal funds brokers   on such day, as published by the Federal Reserve Bank of New York on the   Business Day next succeeding such day; provided that (a) if such day is not a   Business Day, the Federal Funds Rate for such day shall be such rate on such   transactions on the next preceding Business Day as so published on the next   succeeding Business Day, and (b) if no such rate is so published on such next   succeeding Business Day, the Federal Funds Rate for such day shall be the   average rate (rounded upward, if necessary, to a whole multiple of 1/100 of   1%) charged to Bank of America on such day on such transactions as determined   by the Administrative Agent. “Financial Covenant Event of Default” has the   meaning set forth in Section 8.01(b). “First Amendment” means the First   Amendment, dated as of November 2, 2015, by and among the Borrower, the other   Loan Parties party thereto, the Administrative Agent, the Collateral Agent,   the Tranche B-2 Term Lenders and the other Lenders party thereto. “First   Amendment Effective Date” means November 2, 2015. “Fixed Charge Coverage   Ratio” means, with respect to any Person for any period, the ratio of   Consolidated EBITDA of such Person for such period to the Fixed Charges of   such Person for such period. “Fixed Charges” means, with respect to any Person   for any period, the sum, without duplication, of: (1) Consolidated Interest   Expense of such Person for such period; plus -27-Last Saved: 08/19/2013 8:50   pm CG&R Draft 1000892582v1 1000892582 


    




 










(2)all cash   dividends eliminated in consolidation) on period; plus or other distributions   paid (excluding items any series of Preferred Stock during such (3)all cash   dividends or other distributions paid (excluding items eliminated in   consolidation) on any series of Disqualified Stock during such period.   “Foreign Casualty Event” has the meaning set forth in Section 2.05(b)(vii).   “Foreign Disposition” has the meaning set forth in Section 2.05(b)(vii).   “Foreign Lender” means any Lender that is not a “United States person” as   defined in Section 7701(a)(30) of the Code. “Foreign Plan” means any employee   benefit plan, program or agreement maintained or contributed to by, or   entered into with, the Borrower or any Subsidiary with respect to employees   employed outside the United States (other than benefit plans, programs or   agreements that are mandated by applicable Laws). “Foreign Subsidiary” means   any Subsidiary which is not a Domestic Subsidiary. “FRB” means the Board of   Governors of the Federal Reserve System of the United States. “Fronting   Exposure” means, at any time there is a Defaulting Lender, (a) with respect   to any L/C Issuer, such Defaulting Lender’s Applicable Percentage of the   outstanding L/C Obligations with respect to Letters of Credit issued by such   L/C Issuer other than L/C Obligations as to which such Defaulting Lender’s   participation obligation has been reallocated to other Lenders or Cash   Collateralized in accordance with the terms hereof and (b) with respect to   any Swing Line Lender, such Defaulting Lender’s Applicable Percentage of outstanding   Swing Line Loans made by such Swing Line Lender other than Swing Line Loans   as to which such Defaulting Lender’s participation obligation has been   reallocated to other Lenders. “Fund” means any Person (other than a natural   person) that is (or will be) engaged in making, purchasing, holding or   otherwise investing in commercial loans and similar extensions of credit in   the ordinary course of its activities. “Further Election” has the meaning   specified in Section 2.16(f)(i). “GAAP” means generally accepted accounting   principles in the United States, as in effect from time to time; provided,   however, that if the Borrower notifies the Administrative Agent that the   Borrower requests an amendment to any provision hereof to eliminate the   effect of any change occurring after the Closing Date in GAAP or in the   application thereof (including through conforming changes made consistent   with IFRS) on the operation of such provision (or if the Administrative Agent   notifies the Borrower that the Required Lenders request an amendment to any   provision hereof for such purpose), regardless of whether any -28-CG&R   Draft 1000892582v1 Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










such notice is   given before or after such change in GAAP or in the application thereof   (including through conforming changes made consistent with IFRS), then (i)   such provision shall be interpreted on the basis of GAAP as in effect and   applied immediately before such change shall have become effective and (ii)   the Borrower shall provide to the Administrative Agent and the Lenders   financial statements and other documents required under this Agreement or as   reasonably requested hereunder setting forth a reconciliation between   calculations of such ratio or requirement made before and after giving effect   to such change in GAAP. “General Meeting” means the extraordinary general   meeting of the Target shareholders (and any adjournment thereof) to be   convened in connection with the Scheme. “Governmental Authority” means any   nation or government, any state, county, provincial or other political   subdivision thereof, any agency, authority, instrumentality, regulatory body,   court, administrative tribunal, central bank or other entity exercising   executive, legislative, judicial, taxing, regulatory or administrative powers   or functions of or pertaining to government. “Granting Lender” has the   meaning specified in Section 10.06(g). “Guarantee” means a guarantee (other   than by endorsement of negotiable instruments for collection in the ordinary   course of business), direct or indirect, in any manner (including letters of   credit and reimbursement agreements in respect thereof), of all or any part   of any Indebtedness or other obligations. “Guaranteed Obligations” has the   meaning specified in Section 11.01. “Guarantors” means (a) the Restricted   Subsidiaries of the Borrower as of the Closing Date and those Restricted   Subsidiaries that issue a Guarantee of the Obligations after the Closing Date   pursuant to Section 6.11, in each case, other than Excluded Subsidiaries and   (b) with respect to (i) Secured Hedging Agreements or Treasury Services   Agreements owing by any Loan Party (other than the Borrower) and (ii) the   payment and performance by each Loan Party that is not an “eligible contract   participant” under the Commodity Exchange Act (determined prior to giving   effect to Section 11.12) of its obligations under its Guaranty with respect   to all Swap Obligations, the Borrower. “Guaranty” means, collectively, the   guaranty of the Obligations by the Guarantors pursuant to this Agreement.   “Hazardous Materials” means all explosive or radioactive substances or wastes   and all hazardous or toxic substances, wastes or pollutants, including petroleum   or petroleum distillates, asbestos or asbestos-containing materials,   polychlorinated biphenyls, radon gas, mold, infectious or medical wastes that   are regulated pursuant to, or the Release or exposure to which could give   rise to liability under, applicable Environmental Law. “Hedge Bank” means any   Person that is the Administrative Agent, an Arranger or a Lender or an   Affiliate of the Administrative Agent, an Arranger, or a Lender on the   Closing -29-Last Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1 1000892582   


    




 










Date or at the   time it enters into a Secured Hedge Agreement or a Treasury Services   Agreement, as applicable, in its capacity as a party thereto, and (other than   a Person already party hereto as a Lender) delivers to the Administrative   Agent a letter agreement reasonably satisfactory to it (i) appointing the   Collateral Agent as its agent under the applicable Loan Documents and (ii)   agreeing to be bound by Section 10.15 as if it were a Lender. “Hedging   Obligations” means, with respect to any Person, the obligations of such   Person under any interest rate swap agreement, interest rate cap agreement,   interest rate collar agreement, commodity swap agreement, commodity cap   agreement, commodity collar agreement, foreign exchange contract, currency   swap agreement or similar agreement providing for the transfer or mitigation   of interest rate or currency risks either generally or under specific   contingencies. “Honor Date” has the meaning set forth in Section 2.03(c)(i).   “IFRS” means international accounting standards as promulgated by the   International Accounting Standards Board. “Incremental Amendment” has the   meaning set forth in Section 2.14(a). “Incremental Assumption Agreement”   means an Assumption Agreement among the Borrower and one or more Extending   Lenders entered into pursuant to Section 2.16 and acknowledged by the   Administrative Agent. “Incremental Term Loans” has the meaning set forth in   Section 2.14(a). “Indebtedness” means, with respect to any Person, without   duplication: (a) any indebtedness (including principal and premium) of such   Person, whether or not contingent: (i) in respect of borrowed money; (ii)   instruments evidencedbybonds,notes,debenturesorsimilar or letters of credit   or bankers’ acceptances (or, without duplication, reimbursement agreements in   respect thereof); (iii) representing the balance deferred and unpaid of the   purchase price of any property (including Capitalized Lease Obligations),   except (x) any such balance that constitutes a trade payable or similar obligation   to a trade creditor, in each case accrued in the ordinary course of business,   (y) any earn-out obligations until such obligation becomes a liability on the   balance sheet of such Person in accordance with GAAP, and (z) liabilities   accrued in the ordinary course of business; or (iv) representing any Hedging   Obligations; -30-Last Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1   1000892582 


    




 










if and to the   extent that any of the foregoing Indebtedness (other than letters of credit and   Hedging Obligations) would appear as a liability upon a balance sheet   (excluding the footnotes thereto) of such Person prepared in accordance with   GAAP; (b) to the extent not otherwise included, any obligation by such Person   to be liable for, or to pay, as obligor, guarantor or otherwise, on the   obligations of the type referred to in clause (a) of a third Person (whether   or not such items would appear upon the balance sheet of such obligor or   guarantor), other than by endorsement of negotiable instruments for   collection in the ordinary course of business; and (c) to the extent not   otherwise included, the obligations of the type referred to in clause (a) of   a third Person secured by a Lien on any asset owned by such first Person,   whether or not such Indebtedness is assumed by such first Person; provided,   however, that notwithstanding the foregoing, Indebtedness shall be deemed not   to include (a) Contingent Obligations incurred in the ordinary course of   business or (b) obligations under or in respect of Receivables Facilities.   “Indemnified Taxes” means all Taxes, other than Excluded Taxes, imposed on or   with respect to any payment made by or on account of any obligation of any   Loan Party under any Loan Document. “Indemnitees” has the meaning set forth   in Section 10.04. “Independent Financial Advisor” means an accounting,   appraisal, investment banking firm or consultant to Persons engaged in   Similar Businesses of nationally recognized standing that is, in the good   faith judgment of the Borrower, qualified to perform the task for which it   has been engaged. “Information” has the meaning set forth in Section 10.07.   “Initial Term Borrowing” means a borrowing consisting of simultaneous Initial   Term Loans of the same Type and currency and, in the case of Eurodollar Rate   Loans, having the same Interest Period made by each of the Initial Term   Lenders. “Initial Term Commitment” means, as to any Initial Term Lender, the   aggregate of its Term Commitments in an aggregate amount not to exceed the   amount set forth opposite such Lender’s name on Schedule 1.01A under the   caption “Initial Term Commitment.” “Initial Term Facility” has the meaning   specified in the definition of “Facility.” “Initial Term Lender” means, at   any time, any Lender that has an Initial Term Commitment or an Initial Term   Loan at such time. “Initial Term Loan” means a Loan made pursuant to Section   2.01(a)(I). -31-Last Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1   1000892582 


    




 










“Intellectual   Property Security Agreement” has the meaning specified in Section   4.01(a)(iii). “Intercreditor Agreement” means a first lien intercreditor   agreement substantially in the form of Exhibit I-1 hereto, among the   Administrative Agent, the Collateral Agent and the representatives for any   Additional First Lien Secured Parties (as defined therein) (which agreement   in such form or with immaterial changes thereto the Administrative Agent is   authorized to enter into) together with any material changes thereto in light   of prevailing market conditions, which material changes shall be posted to   the Lenders not less than five (5) Business Days before execution thereof   and, if the Required Lenders shall not have objected to such changes within   five (5) Business Days after posting, then the Required Lenders shall be deemed   to have agreed that the Administrative Agent’s entry into such intercreditor   agreement (with such changes) is reasonable and to have consented to such   intercreditor agreement (with such changes) and to the Administrative Agent’s   execution thereof. “Interest Payment Date” means, (a) as to any Eurodollar   Rate Loan, the last day of each Interest Period applicable to such Loan and   the Maturity Date of the Facility under which such Loan was made; provided   that if any Interest Period for a Eurodollar Rate Loan exceeds three months,   the respective dates that fall every three months after the beginning of such   Interest Period shall also be Interest Payment Dates and (b) as to any Base   Rate Loan (including a Swing Line Loan), the last Business Day of each March,   June, September and December and the Maturity Date of the Facility under   which such Loan was made. “Interest Period” means, as to each Eurodollar Rate   Loan, the period commencing on the date such Eurodollar Rate Loan is   disbursed or converted to or continued as a Eurodollar Rate Loan and ending   on the date one, two, three or six months thereafter or, to the extent agreed   by each Lender of such Eurodollar Rate Loan, twelve months or less than one   month thereafter, as selected by the Borrower in its Committed Loan Notice;   provided that: (i) any Interest Period that would otherwise end on a day that   is not a Business Day shall be extended to the next succeeding Business Day   unless such Business Day falls in another calendar month, in which case such   Interest Period shall end on the next preceding Business Day; (ii) any   Interest Period that begins on the last Business Day of a calendar month (or   on a day for which there is no numerically corresponding day in the calendar   month at the end of such Interest Period) shall end on the last Business Day   of the calendar month at the end of such Interest Period; and (iii) no   Interest Period shall extend beyond the Maturity Date of the Facility under   which such Loan was made. “Investment Grade Rating” means a rating equal to   or higher than Baa3 (or the equivalent) by Moody’s and BBB-(or the   equivalent) by S&P, or an equivalent rating by any other Rating Agency.   -32-Last Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










“Investment   Grade Securities” means: (a)securities issued or directly and fully   guaranteed or insured by the United States government or any agency or   instrumentality thereof (other than Cash Equivalents); (b)debt securities or   debt instruments with an Investment Grade Rating, but excluding any debt   securities or instruments constituting loans or advances among the Borrower   and its Subsidiaries; (c) investments in any fund that invests exclusively in   investments of the type described in clauses (a) and (b) which fund may also   hold immaterial amounts of cash pending investment or distribution; and (d)   corresponding instruments in countries other than the United States   customarily utilized for high quality investments. “Investments” means, with   respect to any Person, all investments by such Person in other Persons   (including Affiliates) in the form of loans (including guarantees), advances   or capital contributions (excluding accounts receivable, trade credit,   deposits, advances to customers, commission, travel and similar advances to   officers and employees, in each case made in the ordinary course of   business), purchases or other acquisitions for consideration of Indebtedness,   Equity Interests or other securities issued by any other Person and   investments that are required by GAAP to be classified on the balance sheet   (excluding the footnotes) of such Person in the same manner as the other   investments included in this definition to the extent such transactions   involve the transfer of cash or other property. For purposes of the   definition of “Unrestricted Subsidiary” and Section 7.05: (a)“Investments”   shall include the portion (proportionate to the Borrower’s direct or indirect   equity interest in such Subsidiary) of the fair market value (as determined   in good faith by the Borrower) of the net assets of a Subsidiary of the   Borrower at the time that such Subsidiary is designated an Unrestricted   Subsidiary; provided, however, that upon a redesignation of such Subsidiary   as a Restricted Subsidiary, the Borrower or applicable Restricted Subsidiary   shall be deemed to continue to have a permanent “Investment” in an   Unrestricted Subsidiary in an amount (if positive) equal to: (A) the   Borrower’s direct or indirect “Investment” in such Subsidiary at the time of   such redesignation; less (B) the portion (proportionate to the Borrower’s   direct or indirect equity interest in such Subsidiary) of the fair market   value of the net assets of such Subsidiary at the time of such redesignation;   and -33-Last Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1 1000892582   


    




 










(b) any   property transferred to or from an Unrestricted Subsidiary shall be valued at   its fair market value at the time of such transfer as determined in good   faith by the Borrower. “IP Rights” has the meaning set forth in Section 5.16.   “ISP” means, with respect to any Letter of Credit, the “International Standby   Practices 1998” published by the Institute of International Banking Law &   Practice, Inc. (or such later version thereof as may be in effect at the time   of issuance). “Issuer Documents” means with respect to any Letter of Credit,   the Letter of Credit Application, and any other document, agreement and   instrument entered into by the L/C Issuer and the Borrower (or any   Subsidiary) or in favor of the L/C Issuer and relating to such Letter of   Credit. “L/C Advance” means, with respect to each Revolving Credit Lender,   such Lender’s funding of its participation in any L/C Borrowing in accordance   with its Pro Rata Share. “L/C Borrowing” means an extension of credit   resulting from a drawing under any Letter of Credit which has not been   reimbursed on the date when made or refinanced as a Revolving Credit   Borrowing. “L/C Credit Extension” means, with respect to any Letter of   Credit, the issuance thereof or extension of the expiry date thereof, or the   renewal or increase of the amount thereof. “L/C Issuer” means Bank of America   and any other Lender that becomes an L/C Issuer in accordance with Section   2.03(k) or 10.06(h), in each case, in its capacity as an issuer of Letters of   Credit hereunder, or any successor issuer of Letters of Credit hereunder.   “L/C Obligations” means, as at any date of determination, the aggregate   undrawn amount of all outstanding Letters of Credit plus the aggregate of all   Unreimbursed Amounts, including all L/C Borrowings. “Latest Maturity Date”   means, at any date of determination, the latest Maturity Date applicable to   any Loan or Commitment hereunder at such time, including the latest maturity   date of any Incremental Term Loan Commitment, any Other Term Loan Commitment,   any Extended Term Loan, any Extended Revolving Credit Commitment, any   Incremental Term Loans, any Incremental Revolving Credit Commitments or any   Other Revolving Credit Commitments, in each case as extended in accordance with   this Agreement from time to time. “Laws” means, collectively, all   international, foreign, Federal, state and local statutes, treaties, rules,   guidelines, regulations, ordinances, codes and administrative or judicial   precedents or authorities, including the interpretation or administration   thereof by any Governmental Authority charged with the enforcement,   interpretation or administration thereof, and all applicable administrative   orders, directed duties, requests, licenses, authorizations and permits of,   and agreements with, any Governmental Authority. -34-Last Saved: 08/19/2013   8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










“Lender” has   the meaning specified in the introductory paragraph to this Agreement and, as   the context requires, includes an L/C Issuer and a Swing Line Lender, and   their respective successors and assigns as permitted hereunder, each of which   is referred to herein as a “Lender,” together with, in each case, any   Affiliate of any such financial institution through which such financial   institution elects, by notice to the Administrative Agent, to make any Loans   available to the Borrower; provided that, for all purposes of voting or   consenting with respect to (a) any amendment, supplementation or modification   of any Loan Document, (b) any waiver of any requirements of any Loan Document   or any Default or Event of Default and its consequences, or (c) any other   matter as to which a Lender may vote or consent pursuant to Section 10.01 of   this Agreement, the financial institution making such election shall be   deemed the “Lender” rather than such Affiliate, which shall not be entitled   to vote or consent (it being agreed that failure of any such Affiliate to   fund an obligation under this Agreement shall not relieve its affiliated financial   institution from funding). “Lending Office” means, as to any Lender, such   office or offices as a Lender may from time to time notify the Borrower and   the Administrative Agent. “Letter of Credit” means any letter of credit   issued hereunder. A Letter of Credit may be a standby letter of credit.   “Letter of Credit Application” means an application and agreement for the   issuance or amendment of a Letter of Credit in the form from time to time in   use by the relevant L/C Issuer. “Letter of Credit Expiration Date” means the   day that is five (5) Business Days prior to the scheduled Maturity Date then   in effect for the Revolving Credit Facility (or, if such day is not a   Business Day, the next preceding Business Day). “Letter of Credit Sublimit”   means an amount equal to the lesser of (a) $50,000,000 and (b) the aggregate   amount of the Revolving Credit Commitments. The Letter of Credit Sublimit is   part of, and not in addition to, the Revolving Credit Facility. “LIBOR” has   the meaning specified in the definition of “Eurodollar Rate.” “Lien” means,   with respect to any asset, any mortgage, lien (statutory or otherwise),   pledge, hypothecation, charge, security interest, preference, priority or   encumbrance of any kind in respect of such asset, whether or not filed, recorded   or otherwise perfected under applicable law, including any conditional sale   or other title retention agreement, any lease in the nature thereof, any   option or other agreement to sell or give a security interest in and any   filing of or agreement to give any financing statement under the Uniform   Commercial Code (or equivalent statutes) of any jurisdiction; provided that   in no event shall an operating lease be deemed to constitute a Lien. “Loan”   means an extension of credit by a Lender to the Borrower under Article II in   the form of aan Initial Term Loan, a Tranche B-2 Term Loan, a Revolving   Credit Loan or a Swing Line Loan. -35-Last Saved: 08/19/2013 8:50 pm CG&R   Draft 1000892582v1 1000892582 


    




 










“Loan   Documents” means, collectively, (i) this Agreement, (ii) the Notes, (iii) the   Collateral Documents, (iv) the Intercreditor Agreement (if any), (v) the   Second Lien Intercreditor Agreement (if any) and (vi) amendments of and   joinders to any Loan Documents that are deemed pursuant to their terms to be   Loan Documents for purposes hereof. “Loan Parties” means, collectively, the   Borrower and each Guarantor. “Longstop Date” means the date falling nine   months after the First Amendment Effective Date. “Margin Stock” has the   meaning specified in Section 5.13(a). “Master Agreement” has the meaning   specified in the definition of “Swap Contract.” “Material Adverse Effect”   shall mean a material adverse effect on (a) the business, assets, operations,   or financial condition of the Borrower and its Subsidiaries, taken as a   whole, (b) the ability of the Borrower and the other Loan Parties, taken as a   whole, to perform their payment obligations under this Agreement or (c) the   material rights and remedies of the Administrative Agent and the Lenders   under this Agreement. For purposes of determining the satisfaction or waiver   of the conditions set forth in Section 4.02(b) and Section 4.03 (including,   without limitation, for purposes of any Certain Funds Representation   qualified by a Material Adverse Effect made during the Certain Funds Period)   and for purposes of Section 5.22 and Section 6.20, “Material Adverse Effect”   shall be deemed to refer solely to a material adverse effect on the material   rights and remedies of the Tranche B-2 Term Lenders in connection with the   2015 Acquisition. “Maturity Date” means (i) with respect to the Initial Term   Loans, October 11, 2020 and, (ii) with respect to the Tranche B-2 Term Loans,   the date following seven (7) years and six (6) months after the 2015 Closing   Date and (iii) with respect to the Revolving Credit Facility, October 11 ,   2018; provided that if either such day is not a Business Day, the Maturity   Date shall be the Business Day immediately succeeding such day. “Maximum   Incremental Facilities Amount” means, at any date of determination, (A)(x)   the amount of Indebtedness (if any) such that, after giving pro forma effect   to the incurrence of such amount, the Consolidated Secured Debt Ratio would   not exceed 2.00 to 1.00 (assuming (a) the Indebtedness being incurred or committed   as of such date of determination (and the Indebtedness previously incurred in   reliance on this clause (xA) which is still outstanding on such date) would   be included in the definition of Consolidated Secured Debt Ratio, whether or   not such Indebtedness would otherwise be so included and (b) with respect to   any Revolving Commitment Increase, including any previously established   Revolving Commitment Increase, assuming a borrowing of the maximum amount of   Revolving Credit Loans available thereunder), plus (yB) (I)(x) the sum of (1)   all voluntary prepayments of Term Loans and (2) all voluntary prepayments of   Revolving Credit Loans to the extent the Revolving Credit Commitments are   permanently reduced by the amount of such payments, on or prior to the date of   incurrence of such amount, plus (zy) $750,000,000, minus -36-CG&R Draft   1000892582v1 Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










(BII) the sum   of (i) the aggregate principal amount of Incremental Term Loans and Revolving   Commitment Increases incurred pursuant to Section 2.14(a) prior to such date   and (ii) the aggregate principal amount of Indebtedness pursuant to a   Permitted Debt Offering incurred pursuant to Section 7.02(b)(20) prior to   such date. “Maximum Rate” has the meaning specified in Section 10.09.   “Minimum Acceptance Condition” means receipt by Bidco of such number of   acceptances (that may not be withdrawn) from the shareholders of the Target   pursuant to an Offer which, once settled, would result in Bidco holding at   least 80% in value of the voting shares in the Target on a fully diluted   basis. “Moody’s” means Moody’s Investors Service, Inc. and any successor   thereto. “Mortgage” has the meaning specified in Section 6.11(c).   “Multiemployer Plan” means any employee benefit plan of the type described in   Section 4001(a)(3) of ERISA, to which the Borrower, any Subsidiary or any   ERISA Affiliate makes or is obligated to make contributions, or during the   preceding five plan years, has made or been obligated to make contributions.   “Net Income” means, with respect to any Person, the net income (loss)   attributable to such Person and its Restricted Subsidiaries, determined in   accordance with GAAP and before any reduction in respect of Preferred Stock   dividends. “Net Proceeds” means: (a) 100% of the cash proceeds actually   received by the Borrower or any of its Restricted Subsidiaries from any   Disposition or Casualty Event, net of (i) attorneys’ fees, accountants’ fees,   investment banking fees, survey costs, title insurance premiums, and related   search and recording charges, transfer taxes, deed or mortgage recording   taxes, required debt payments and required payments of other obligations relating   to the applicable asset to the extent such debt or obligations are secured by   a pursuanttotheLoanDocuments Indebtedness)onsuchasset,other Lien permitted   hereunder (other than andCreditAgreementRefinancing customary expenses and   brokerage, consultant and other customary fees actually incurred in   connection therewith, (ii) Taxes paid or payable as a result thereof, and   (iii) the amount of any reasonable reserve established in accordance with   GAAP against any adjustment to the sale price or any liabilities (other than   any taxes deducted pursuant to clause (i) above) (x) related to any of the   applicable assets and (y) retained by the Borrower or any of its Restricted   Subsidiaries including, without limitation, pension and other post-employment   benefit liabilities and liabilities related to environmental matters or   against any indemnification obligations (however, the amount of any   subsequent reduction of such reserve (other than in connection with a payment   in respect of any such liability) shall be deemed to be Net Proceeds of such   Disposition or Casualty Event occurring on the date of such -37-CG&R   Draft 1000892582v1 Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










reduction);   provided, that, if the Borrower intends to use any portion of such proceeds   to acquire, maintain, develop, construct, improve, upgrade or repair assets   useful in the business of the Borrower or its Restricted Subsidiaries or to   make Permitted Acquisitions or any acquisition of all or substantially all   the assets of, or all the Equity Interests (other than directors’ qualifying   shares) in, a Person or division or line of business of a Person (or any   subsequent investment made in a Person, division or line of business   previously acquired), in each case within 12 months of such receipt, such   portion of such proceeds shall not constitute Net Proceeds except to the   extent not, within 12 months of such receipt, so used or contractually   committed to be so used (it being understood that if any portion of such   proceeds are not so used within such 12 month period but within such 12-month   period are contractually committed to be used, then upon the termination of   such contract or if such Net Proceeds are not so used within the later of   such 12-month period and 180 days from the entry into such Contractual   Obligation, such remaining portion shall constitute Net Proceeds as of the   date of such termination or expiry without giving effect to this proviso) and   (b) 100% of the cash proceeds from the incurrence, issuance or sale by the   Borrower of any Indebtedness, net of all taxes and fees (including investment   banking fees), commissions, costs and other expenses, in each case incurred   in connection with such issuance or sale. For purposes of calculating the   amount of Net Proceeds, fees, commissions and other costs and expenses   payable to the Borrower shall be disregarded. “New Revolving Amount” has the   meaning specified in Section 2.16(f)(i). “New Revolving Commitment Lenders”   has the meaning specified in Section 2.16(f)(i). “New Revolving Credit   Commitment” has the meaning specified in Section 2.16(f)(i). “Non-Defaulting   Lender” means, at any time, each Lender that is not a Defaulting Lender at   such time. “Non-Electing Lender” has the meaning specified in Section   2.16(f)(i). “Non-Extension Notice Date” has the meaning specified in Section   2.03(b)(iii). “Note” means a Term Note, a Revolving Credit Note or a Swing   Line Note, as the context may require. “Notes Offering Memorandum” means the   Offering Memorandum dated as of September 12, 2013 relating to the Senior   Notes. -38-Last Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1   1000892582 


    




 










“NPL” means the   National Priorities List under CERCLA. “Obligations” means all (x) advances   to, and debts, liabilities, obligations, covenants and duties of, any Loan   Party and its Subsidiaries arising under any Loan Document or otherwise with   respect to any Loan or Letter of Credit, whether direct or indirect   (including those acquired by assumption), absolute or contingent, due or to   become due, now existing or hereafter arising and including interest and fees   that accrue after the commencement by or against any Loan Party or Subsidiary   of any proceeding under any Debtor Relief Laws naming such Person as the   debtor in such proceeding, regardless of whether such interest and fees are   allowed claims in such proceeding and (y) obligations of any Loan Party   arising under any Secured Hedge Agreement or any Treasury Services Agreement,   excluding, in the case of both (x) and (y), with respect to any Guarantor at   any time, any Excluded Swap Obligations with respect to such Guarantor at   such time. Without limiting the generality of the foregoing, the Obligations   of the Loan Parties under the Loan Documents (and of their Subsidiaries to   the extent they have obligations under the Loan Documents) include (a) the   obligation (including guarantee obligations) to pay principal, interest,   Letter of Credit fees, reimbursement obligations, charges, expenses, fees,   Attorney Costs, indemnities and other amounts payable by any Loan Party or   Subsidiary under any Loan Document and (b) the obligation of any Loan Party   or Subsidiary to reimburse any amount in respect of any of the foregoing that   any Lender may elect to pay or advance on behalf of such Loan Party or such   Subsidiary in accordance with this Agreement. “obligations” means any   principal (including any accretion), interest (including any interest   accruing subsequent to the filing of a petition in bankruptcy, reorganization   or similar proceeding at the rate provided for in the documentation with   respect thereto, whether or not such interest is an allowed claim under   applicable state, federal or foreign law), penalties, fees, indemnifications,   reimbursements (including reimbursement obligations with respect to letters   of credit and banker’s acceptances), damages and other liabilities, and   guarantees of payment of such principal (including any accretion), interest,   penalties, fees, indemnifications, reimbursements, damages and other   liabilities, payable under the documentation governing any Indebtedness.   “OFAC” has the meaning specified in Section 5.15. “Offer” means a public   offer to be made by Bidco to all shareholders of the Target (other than Bidco   and its subsidiaries) to acquire some or all of the Target Shares as outlined   in the Offer Press Release. “Offer Closing Certificate” means in respect of   an Offer, a certificate from the Borrower confirming that: (a) the Minimum   Acceptance Condition has been satisfied; and (b) all other conditions (except   for any condition relating to the payment of the consideration in respect of   the 2015 Acquisition) of the Offer have been satisfied or waived (and, to the   extent waived, confirming that any -39-Last Saved: 08/19/2013 8:50 pm   CG&R Draft 1000892582v1 1000892582 


    




 










such waiver   does not, or will not upon becoming effective, constitute a Certain Funds   Default). “Offer Documents” means the 2015 Transaction Agreement, the   Offering Circular, the Offer Press Release, any other announcement, press   release or circular issued or filed by Bidco in connection with an Offer, any   other document dispatched to the shareholders of the Target generally in   relation to an Offer by Bidco, and any other document designated as such by   the Administrative Agent and the Borrower in writing. “Offer Effective Date”   means, if the 2015 Acquisition proceeds by way of an Offer, the date on which   the Offer is declared unconditional in all respects by Bidco. “Offer Press   Release” means the press announcement in the form agreed with the Tranche B-2   Arrangers to be made by Bidco pursuant to Rule 2.5 of the Takeover Rules (in   a manner amended from time to time in a manner permitted by this Agreement).   “Offering Circular” means, if the 2015 Acquisition proceeds by way of an   Offer, any public offer document issued or to be issued by Bidco to the   shareholders of the Target in connection with an Offer setting out the terms   of the Offer (including any amendments, revisions or extensions thereof).   “Organization Documents” means, (a) with respect to any corporation, the   certificate or articles of incorporation and the bylaws (or equivalent or   comparable constitutive documents with respect to any non-U.S. jurisdiction);   (b) with respect to any limited liability company, the certificate or   articles of formation or organization and operating agreement (or equivalent   or comparable constitutive documents with respect to any non-U.S.   jurisdiction); and (c) with respect to any partnership, joint venture, trust   or other form of business entity, the partnership, joint venture or other   applicable agreement of formation or organization and any agreement,   instrument, filing or notice with respect thereto filed in connection with   its formation or organization with the applicable Governmental Authority in   the jurisdiction of its formation or organization and, if applicable, any   certificate or articles of formation or organization of such entity. “Other   Applicable Indebtedness” has the meaning set forth in Section 2.05(b)(i).   “Other Revolving Credit Commitments” means one or more Classes of Revolving   Credit Commitments hereunder that result from a Refinancing Amendment. “Other   Revolving Credit Loans” means one or more Classes of Revolving Credit Loans   that result from a Refinancing Amendment. “Other Taxes” has the meaning   specified in Section 3.01(b). “Other Term Loan Commitments” means one or more   Classes of term loan commitments hereunder to fund Other Term Loans of the   applicable Refinancing Series hereunder that result from a Refinancing   Amendment. -40-Last Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1   1000892582 


    




 










“Other Term   Loans” means one or more Classes of Term Loans that result from a Refinancing   Amendment. “Outstanding Amount” means (a) with respect to the Initial Term   Loans, Tranche B-2 Term Loans, Revolving Credit Loans and Swing Line Loans on   any date, the outstanding principal amount thereof after giving effect to any   borrowings and prepayments or repayments of Initial Term Loans, Tranche B-2   Term Loans, Revolving Credit Loans (including any refinancing of outstanding   unpaid drawings under Letters of Credit or L/C Credit Extensions as a   Revolving Credit Borrowing) and Swing Line Loans, as the case may be,   occurring on such date; and (b) with respect to any L/C Obligations on any   date, the outstanding amount thereof on such date after giving effect to any L/C   Credit Extension occurring on such date and any other changes thereto as of   such date, including as a result of any reimbursements of outstanding unpaid   drawings under any Letters of Credit (including any refinancing of   outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions   as a Revolving Credit Borrowing) or any reductions in the maximum amount   available for drawing under Letters of Credit taking effect on such date.   “Participant” has the meaning specified in Section 10.06(d). “Participant   Register” has the meaning set forth in Section 10.06(d). “PBGC” means the   Pension Benefit Guaranty Corporation. “Pension Plan” means any “employee   pension benefit plan” (as such term is defined in Section 3(2) of ERISA),   other than a Multiemployer Plan, that is subject to Title IV of ERISA and is   sponsored or maintained by any Loan Party or any ERISA Affiliate or to which   any Loan Party or any ERISA Affiliate contributes or has an obligation to   contribute, or in the case of a multiple employer or other plan described in   Section 4064(a) of ERISA, has made contributions at any time during the   immediately preceding five (5) plan years. “Perfection Certificate” means a   certificate in the form of Exhibit G-1 hereto or any other form approved by   the Collateral Agent, as the same shall be supplemented from time to time by   a Perfection Certificate Supplement or otherwise. “Perfection Certificate   Supplement” means a certificate supplement in the form of Exhibit G-2 hereto   or any other form approved by the Collateral Agent. “Permitted Acquisition”   means any Investment permitted under clause (c) of the definition of   Permitted Investments. “Permitted Asset Swap” means the concurrent purchase   and sale or exchange of Related Business Assets or a combination of Related   Business Assets and Cash Equivalents between the Borrower or any of its   Restricted Subsidiaries and another Person; provided, that any Cash   Equivalents received must be applied in accordance with Section 7.04.   “Permitted Debt Offering” means any issuance of senior secured or junior   secured or unsecured Indebtedness by any Loan Party after the Closing Date   through an incurrence of -41-Last Saved: 08/19/2013 8:50 pm CG&R Draft   1000892582v1 1000892582 


    




 










term loans or   through a public offering or private issuance of debt securities under Rule   144A or Regulation S under the Securities Act, or otherwise, provided that,   (a) such Indebtedness may be secured by a first priority Lien on the   Collateral that is pari passu with the Lien securing the Obligations (other   than any Permitted Debt Offering Indebtedness incurred in the form of term   loans, which shall not be secured by a first priority Lien on the   Collateral), or may be secured by a Lien ranking junior to the Lien on the   Collateral securing the Obligations or may be unsecured; (b) such Permitted   Debt Offering Indebtedness is not secured by any collateral other than the   Collateral securing the Obligations; (c) such Permitted Debt Offering   Indebtedness does not mature on or prior to the Latest Maturity Date of, or   have a shorter Weighted Average Life to Maturity than, the Term Loans; (d)   the covenants, events of default, guarantees, collateral and other terms of   such Permitted Debt Offering Indebtedness (other than interest rate and   redemption premiums) taken as a whole, are not more restrictive to the Loan   Parties than those set forth in this Agreement (it being understood to the   extent that any financial maintenance covenant is added for the benefit of   any Permitted Debt Offering, no consent shall be required from the   Administrative Agent or any Lender to the extent that such financial   maintenance covenant is also added for the benefit of any corresponding   existing Facility); (e) a certificate of a Responsible Officer of the issuing   Loan Party delivered to the Administrative Agent at least three (3) Business   Days (or such shorter period as the Administrative Agent may reasonably   agree) prior to the incurrence of such Indebtedness, together with a   reasonably detailed description of the material terms and conditions of such   Indebtedness or drafts of the documentation relating thereto, stating that   the issuing Loan Party has determined in good faith that such terms and   conditions satisfy the foregoing requirements shall be conclusive evidence   that such terms and conditions satisfy the foregoing requirements; and (f) no   Loan Party or any Subsidiary of a Loan Party (other than the Borrower or a   Guarantor) is a guarantor or borrower under such Permitted Debt Offering   Indebtedness. Notes issued by any Loan Party in exchange for any Indebtedness   issued in connection with a Permitted Debt Offering in accordance with the   terms of a registration rights agreement entered into in connection with the   issuance of such Permitted Debt Offering Indebtedness shall also be   considered a Permitted Debt Offering. “Permitted Investments” means: (a)any   Investment in the Borrower or any of its Restricted Subsidiaries; provided,   that any Investment by the Loan Parties in non-Loan Parties pursuant to this   clause (a) (other than any 2015 Transactions Investment), together with, but   without duplication of, Investments made by Loan Parties in non-Loan Parties   pursuant to clause (c) below, shall not exceed an aggregate amount   outstanding from time to time equal to the greater of (x) $300,000,000 and   (y) 2.50% of Total Assets at the time of such Investment (with the amount of   each Investment being measured without giving effect to subsequent changes in   value); at the time made and (b) Securities; any Investment in Cash   Equivalents or Investment Grade -42-Last Saved: 08/19/2013 8:50 pm CG&R   Draft 1000892582v1 1000892582 


    




 










(c) any   Investment by the Borrower or any of its Restricted Subsidiaries in a Person   that is engaged in a Similar Business if as a result of such Investment: (i)   such Person becomes a Restricted Subsidiary, or such Person, in one   transaction or a series of related transactions, is merged, consolidated or   amalgamated with or into, or transfers or conveys substantially all of its   assets to, or is liquidated into, the Borrower or a Restricted Subsidiary;   provided, that any Investment by the Loan Parties in a Person that becomes a   non-Loan Party pursuant to this clause (c) (other than any 2015 Transactions   Investment made to effect the 2015 Acquisition, or made substantially   concurrently with the consummation of the 2015 Acquisition, in connection   with the 2015 Transactions), together with, but without duplication of,   Investments made by Loan Parties in non-Loan Parties pursuant to clause (a)   above, shall not exceed an aggregate amount outstanding from time to time   equal to the greater of (x) $300,000,000 and (y) 2.50% of Total Assets at the   time of such Investment (with the amount of each Investment being measured at   the time made and without giving effect to subsequent changes in value); and,   in each case, any Investment held by such Person; provided, that such   Investment was not acquired by such Person in contemplation of such   acquisition, merger, consolidation or transfer; (ii) except in the case of any   Investment made in connection with the 2015 Transactions, no Event of Default   shall exist either immediately before or after such purchase or acquisition   and (iii) Section 6.11 shall be complied with respect to such newly acquired   Restricted Subsidiary and property. (d) any Investment in securities or other   assets not constituting cash, Cash Equivalents or Investment Grade Securities   and received in connection with a Disposition made pursuant to the provisions   described under Section 7.04 or any other disposition of assets not   constituting an Disposition; (e) any Investment existing on the Closing Date   or made pursuant to binding commitments in effect on the Closing Date and set   forth on Schedule 1.01E or an Investment consisting of any extension, modification   or renewal of any Investment existing on the Closing Date; provided that the   amount of any such Investment may be Investment as in existence under this   Agreement; increased (x) as required by on the Closing Date or (y) as the   terms of such otherwise permitted -43-Last Saved: 08/19/2013 8:50 pm CG&R   Draft 1000892582v1 1000892582 


    




 










(f)any   Investment acquired by the Borrower or any of its Restricted Subsidiaries:   (i)in exchange for any other Investment or accounts receivable held by the   Borrower or any such Restricted Subsidiary in connection with or as a result   of a bankruptcy workout, reorganization or recapitalization of the issuer of   such other Investment or accounts receivable; or (ii) as a result of a   foreclosure by the Borrower or any of its Restricted Subsidiaries with   respect to any secured Investment or other transfer of title with respect to   any secured Investment in default; (g) Hedging Obligations permitted under   Section 7.02(b)(9); (h) Investments the payment for which consists of Equity   Interests (exclusive of Disqualified Stock) of the Borrower; provided,   however, that such Equity Interests will not increase the amount available   for Restricted Payments under Section 7.05(a)(3); (i) guarantees of   Indebtedness permitted under Section 7.02; (j) permitted any transaction to   the extent it constitutes an Investment that is and made in accordance with   the provisions of Section 7.07(b) (except transactions described in clauses   (2), (5) and (9) thereof); (k)Investments consistingofpurchasesandacquisitionsof   inventory, supplies, material or equipment, or other similar assets in the   ordinary course of business or the licensing or contribution of intellectual   property pursuant to joint marketing arrangements with other Persons; (l)additional   Investments having an aggregate fair market value (as determined in good   faith by the Borrower), taken together with all other Investments made   pursuant to this clause (l) that are at that time outstanding (without giving   effect to the sale of an Unrestricted Subsidiary to the extent the proceeds   of such sale do not consist of cash or marketable securities), not to exceed   the greater of (x) $300,000,000 and (y) 2.50% of Total Assets at the time of   such Investment (with the fair market value of each Investment being measured   at the time made and without giving effect to subsequent changes in value);   (m) Investments relating to a Receivables Subsidiary that, in the good faith   determination of the Borrower are necessary or advisable to effect any Receivables   Facility or any repurchases in connection therewith; (n) advances to, or   guarantees of Indebtedness of, employees not in excess of $20,000,000   outstanding at any one time, in the aggregate; and -44-Last Saved: 08/19/2013   8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










(o) loans and   advances to officers, directors and employees for business-related travel   expenses, moving expenses, payroll expenses and other similar expenses, in   each case incurred in the ordinary course of business or consistent with past   practices or to fund such Person’s purchase of Equity Interests of the   Borrower. “Permitted Junior Secured Refinancing Debt” means any secured   Indebtedness (including any Registered Equivalent Notes) incurred by the   Borrower in the form of one or more series of second lien (or other junior   lien) secured notes or second lien (or other junior lien) secured loans;   provided that (i) such Indebtedness is secured by the Collateral on a second   priority (or other junior priority) basis to the liens securing the   Obligations and the obligations in respect of any Permitted Pari Passu   Secured Refinancing Debt and is not secured by any property or assets of the   Borrower or any Restricted Subsidiary other than the Collateral, (ii) such   Indebtedness may be secured by a Lien on the Collateral that is junior to the   Liens securing the Obligations and the obligations in respect of any   Permitted Pari Passu Secured Refinancing Debt, notwithstanding any provision   to the contrary contained in the definition of Credit Agreement Refinancing   Indebtedness, (iii) a Representative acting on behalf of the holders of such   Indebtedness shall have become party to or otherwise subject to the   provisions of a Second Lien Intercreditor Agreement; provided that if such   Indebtedness is the initial Permitted Junior Secured Refinancing Debt   incurred by the Borrower, then the Borrower, the Subsidiary Guarantors, the   Administrative Agent and the Representative for such Indebtedness shall have   executed and delivered a Second Lien Intercreditor Agreement and (iv) such Indebtedness   meets the Permitted Other Debt Conditions. Permitted Junior Secured   Refinancing Debt will include any Registered Equivalent Notes issued in   exchange therefor. “Permitted Liens” has the definition assigned to such term   in Section 7.01. “Permitted Other Debt Conditions” means that such applicable   debt (i) does not mature or have scheduled amortization payments of principal   or payments of principal and is not subject to mandatory redemption,   repurchase, prepayment or sinking fund obligations (other than customary   offers to repurchase upon a change of control, asset sale or event of loss   and a customary acceleration right after an event of default), in each case   prior to the Latest Maturity Date at the time such Indebtedness is incurred,   (ii) is not at any time guaranteed by any Subsidiaries other than   Subsidiaries that are Guarantors, and (iii) to the extent secured, the   security agreements relating to such Indebtedness are substantially the same   as or more favorable to the Loan Parties than the Collateral Documents (with   such differences as are reasonably satisfactory to the Administrative Agent).   “Permitted Pari Passu Secured Refinancing Debt” means any secured   Indebtedness (including any Registered Equivalent Notes) incurred by the   Borrower in the form of one or more series of senior secured notes; provided   that (i) such Indebtedness is secured by the Collateral on a pari passu basis   (but without regard to the control of remedies) with the Obligations and is   not secured by any property or assets of the Borrower or any Restricted   Subsidiary other than the Collateral, (ii) such Indebtedness is not at any   time guaranteed by any Subsidiaries other than Subsidiaries that are   Guarantors, (iii) such Indebtedness does not mature or have scheduled   amortization or payments of principal (other than customary offers   -45-CG&R Draft 1000892582v1 Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










to repurchase   upon a change of control, asset sale or event of loss and a customary   acceleration right after an event of default) prior to the date that is the   Latest Maturity Date at the time such Indebtedness is incurred or issued,   (iv) the security agreements relating to such Indebtedness are substantially   the same as or more favorable to the Loan Parties than the Collateral   Documents (with such differences as are reasonably satisfactory to the   Administrative Agent) and (v) a Representative acting on behalf of the   holders of such Indebtedness shall have become party to or otherwise subject   to the provisions of an Intercreditor Agreement; provided that if such   Indebtedness is the initial Permitted Pari Passu Secured Refinancing Debt   incurred by the Borrower, then the Borrower, the Subsidiary Guarantors, the   Administrative Agent and the Representative for such Indebtedness shall have   executed and delivered an Intercreditor Agreement. Permitted Pari Passu   Secured Refinancing Debt will include any Registered Equivalent Notes issued   in exchange therefor. “Permitted Unsecured Refinancing Debt” means unsecured   Indebtedness (including any Registered Equivalent Notes) incurred by the   Borrower in the form of one or more series of senior unsecured notes or   loans; provided that (i) such Indebtedness constitutes Credit Agreement   Refinancing Indebtedness and (ii) meets the Permitted Other Debt Conditions.   “Person” means any individual, corporation, limited liability company,   partnership, joint venture, association, joint stock company, trust,   unincorporated organization, government or any agency or political   subdivision thereof or any other entity. “Plan” means any “employee benefit   plan” (as such term is defined in Section 3(3) of ERISA) established or   maintained by any Loan Party or, with respect to any such plan that is   subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.   “Platform” has the meaning assigned to such term in Section 6.02.   “Pre-Effectiveness” has the meaning specified in Section 2.16(f)(ii).   “Preferred Stock” means any Equity Interest with preferential rights of   payment of dividends or upon liquidation, dissolution, or winding up. “Pro   Forma Basis” and “Pro Forma Compliance” mean, with respect to compliance with   any test or covenant hereunder, that to the extent applicable, shall have   been calculated in accordance with Section 1.08. “Pro Rata Extension Offer”   has the meaning set forth in Section 2.16. “Pro Rata Share” means, with   respect to each Lender at any time a fraction (expressed as a percentage,   carried out to the ninth decimal place), the numerator of which is the amount   of the Commitments of such Lender under the applicable Facility or Facilities   at such time and the denominator of which is the amount of the Aggregate   Commitments under the applicable Facility or Facilities at such time;   provided that if such Commitments have been terminated, then the Pro Rata   Share of each Lender shall be determined based on the Pro Rata -46-Last   Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










Share of such   Lender immediately prior to such termination and after giving effect to any   subsequent assignments made pursuant to the terms hereof. “Public Lender” has   the meaning assigned to such term in Section 6.02. “Qualified ECP Guarantor”   means, in respect of any Swap Obligation, each Guarantor that, at the time   the relevant Guarantee or grant of the relevant security interest becomes   effective with respect to such Swap Obligation, has total assets exceeding   $10,000,000 or such other person as constitutes an “eligible contract   participant” under the Commodity Exchange Act or any regulations promulgated   thereunder and can cause another person to qualify as an “eligible contract   participant” with respect to such Swap Obligation at such time by entering   into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.   “Quarterly Financial Statements” means the unaudited consolidated balance   sheets and related consolidated statements of operations and cash flows of   the Borrower for the fiscal quarters ended March 31, 2013 and June 30, 2013.   “Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both   shall not make a rating on the Senior Notes publicly available, a nationally   recognized statistical rating agency or agencies, as the case may be,   selected by the Borrower which shall be substituted for Moody’s or S&P or   both, as the case may be. “Real Property” means, collectively, all right,   title and interest (including any leasehold, mineral or other estate) in and   to any and all parcels of or interests in real property owned, leased or   operated by any Person, whether by lease, license or other means, together   with, in each case, all easements, hereditaments and appurtenances relating   thereto, all improvements and appurtenant fixtures and equipment, all general   intangibles and contract rights and other property and rights incidental to   the ownership, lease or operation thereof. “Receivables Facility” means any   of one or more receivables financing facilities as amended, supplemented,   modified, extended, renewed, restated or refunded from time to time, the obligations   of which are non-recourse (except for customary representations, warranties,   covenants and indemnities made in connection with such facilities) to the   Borrower or any of its Restricted Subsidiaries (other than a Receivables   Subsidiary) pursuant to which the Borrower or any of its Restricted   Subsidiaries sells its accounts receivable to either (a) a Person that is not   a Restricted Subsidiary or (b) a Receivables Subsidiary that in turn sells   its accounts receivable to a Person that is not a Restricted Subsidiary.   “Receivables Fees” means distributions or payments made directly or by means   of discounts with respect to any accounts receivable or participation   interest therein issued or sold in connection with, and other fees paid to a   Person that is not a Restricted Subsidiary in connection with, any   Receivables Facility. -47-Last Saved: 08/19/2013 8:50 pm CG&R Draft   1000892582v1 1000892582 


    




 










“Receivables   Subsidiary” means any Subsidiary formed for the purpose of, and that solely   engages only in one or more Receivables Facilities and other activities   reasonably related thereto. “Refinanced Debt” has the meaning set forth in   the definition of “Credit Agreement Refinancing Indebtedness.” “Refinancing   Amendment” means an amendment to this Agreement executed by each of (a) the   Borrower, (b) the Administrative Agent, (c) each Additional Refinancing   Lender and (d) each Lender that agrees to provide any portion of Other Term   Loans, Other Term Loan Commitments, Other Revolving Credit Commitments or   Other Revolving Credit Loans incurred pursuant thereto, in accordance with   Section 2.15. “Refinancing Indebtedness” has the meaning set forth in Section   7.02(b)(12). “Refinancing Series” means all Other Term Loans or Other Term   Loan Commitments that are established pursuant to the same Refinancing   Amendment (or any subsequent Refinancing Amendment to the extent such   Refinancing Amendment expressly provides that the Other Term Loans or Other   Term Loan Commitments provided for therein are intended to be a part of any   previously established Refinancing Series) and that provide for the same   yield (taking into account any applicable interest rate margin, original   issue discount, up-front fees and any LIBOR “floor”) and amortization   schedule. “Refunding Capital Stock” has the meaning set forth in Section   7.05(b)(2). “Register” has the meaning set forth in Section 10.06(c).   “Registered Equivalent Notes” means, with respect to any notes originally   issued in an offering pursuant to Rule 144A under the Securities Act or other   private placement transaction under the Securities Act, substantially   identical notes (having the same guarantees) issued in a dollar-for-dollar   exchange therefor pursuant to an exchange offer registered with the SEC.   “Rejection Notice” has the meaning set forth in Section 2.05(b)(v). “Related   Business Assets” means assets (other than Cash Equivalents) used or useful in   a Similar Business, provided that any assets received by the Borrower or a   Restricted Subsidiary in exchange for assets transferred by the Borrower or a   Restricted Subsidiary shall not be deemed to be Related Business Assets if   they consist of securities of a Person, unless upon receipt of the securities   of such Person, such Person would become a Restricted Subsidiary. “Related Parties”   means, with respect to any Person, such Person’s Affiliates and the partners,   directors, officers, employees, agents, trustees and advisors of such Person   and of such Person’s Affiliates. -48-Last Saved: 08/19/2013 8:50 pm CG&R   Draft 1000892582v1 1000892582 


    




 










“Release” means   any spilling, leaking, seepage, pumping, pouring, emitting, emptying,   discharging, injecting, escaping, leaching, dumping, disposing, depositing,   dispersing or migrating in, into, onto or through the Environment. “Relevant   Default” has the meaning set forth in Section 8.01. “Reportable Event” means   any of the events set forth in Section 4043(c) of ERISA or the regulations   issued thereunder, other than events for which the thirty (30) day notice   period has been waived. “Representative” means, with respect to any series of   Permitted Pari Passu Secured Refinancing Debt or Permitted Junior Secured   Refinancing Debt, the trustee, administrative agent, collateral agent,   security agent or similar agent under the indenture or agreement pursuant to   which such Indebtedness is issued, incurred or otherwise obtained, as the   case may be, and each of their successors in such capacities. “Repricing   Transaction” means the prepayment (including repricings or refinancings) of   all or a portion of the Term Loans with proceeds from the incurrence by the   Borrower of any new Indebtedness having a yield (taking into account any   applicable interest rate margin, original issue discount, up-front fees and   any LIBOR “floor”) that is less than the yield of the applicable Term Loans   (excluding any prepayments, repricings or refinancings in connection with a   Change of Control), including without limitation, as may be effected through   any amendment to this Agreement relating to the yield of the applicable Term   Loans. “Request for Credit Extension” means (a) with respect to a Borrowing,   continuation or conversion of Term Loans or Revolving Credit Loans, a   Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter   of Credit Application, and (c) with respect to a Swing Line Loan, a Swing   Line Loan Notice. “Required Class Lenders” means, as of any date of   determination, Lenders of a Class having more than 50% of the sum of the (a)   Total Outstandings (with, in the case of the Revolving Credit Facility, the   aggregate amount of each Lender’s risk participation and funded participation   in L/C Obligations and Swing Line Loans being deemed “held” by such Lender   for purposes of this definition) for all Lenders of such Class and (b)   aggregate unused Commitments of all Lenders of such Class; provided that the   unused Commitment and the portion of the Total Outstandings held or deemed   held by, any Defaulting Lender of such Class shall be excluded for purposes   of making a determination of Required Class Lenders. “Required Lenders”   means, as of any date of determination, Lenders having more than 50% of the   sum of the (a) Total Outstandings (with the aggregate amount of each Lender’s   risk participation and funded participation in L/C Obligations and Swing Line   Loans being deemed “held” by such Lender for purposes of this definition),   (b) aggregate unused Term Commitments and (c) aggregate unused Revolving   Credit Commitments; provided that the unused Term Commitment and unused   Revolving Credit Commitment of, and the portion of the Total Outstandings   held or deemed held by, any Defaulting Lender shall be excluded for purposes   of making a determination of Required Lenders. -49-Last Saved: 08/19/2013   8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










“Responsible   Officer” means the chief executive officer, president, vice president, chief   financial officer, director, company secretary, treasurer or assistant   treasurer or other similar officer of a Loan Party and, as to any document   delivered on the Closing Date, any secretary or assistant secretary of such   Loan Party and, solely for purposes of notices given pursuant to Article II,   any other officer or employee of the applicable Loan Party so designated by   any of the foregoing officers in a notice to the Administrative Agent. Any   document delivered hereunder that is signed by a Responsible Officer of a   Loan Party shall be conclusively presumed to have been authorized by all   necessary corporate, partnership and/or other action on the part of such Loan   Party and such Responsible Officer shall be conclusively presumed to have   acted on behalf of such Loan Party. “Restricted Cash” means cash and Cash   Equivalents held by Restricted Subsidiaries that is contractually restricted   from being distributed to the Borrower, except for such restrictions that are   contained in agreements governing Indebtedness permitted under this Agreement   and that is secured by such cash or Cash Equivalents. “Restricted Investment”   means any Investment other than a Permitted Investment. “Restricted Payment”   has the meaning set forth in Section 7.05(a). “Restricted Subsidiary” means,   at any time, each direct and indirect Subsidiary of the Borrower (including   any Foreign Subsidiary) that is not then an Unrestricted Subsidiary;   provided, however, that upon the occurrence of an Unrestricted Subsidiary   ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included   in the definition of “Restricted Subsidiary.” “Revolving Commitment Increase”   has the meaning set forth in Section 2.14(a). “Revolving Commitment Increase   Lender” has the meaning set forth in Section 2.14(a). “Revolving Credit   Borrowing” means a borrowing consisting of simultaneous Revolving Credit   Loans of the same Type and Class and, in the case of Eurodollar Rate Loans,   having the same Interest Period and currency made by each of the Revolving   Credit Lenders of such Class pursuant to any clause of Section 2.01(b).   “Revolving Credit Commitment” means, as to each Revolving Credit Lender, its   obligation to (a) make Revolving Credit Loans to the Borrower pursuant to   Section 2.01(b), (b) purchase participations in L/C Obligations in respect of   Letters of Credit and (c) purchase participations in Swing Line Loans, in an   aggregate principal amount at any one time outstanding not to exceed the   amount set forth, and opposite such Lender’s name on Schedule 1.01A under the   caption “Revolving Credit Commitment” or in the Assignment and Assumption   pursuant to which such Lender becomes a party hereto, as applicable, as such   amount may be adjusted from time to time in accordance with this Agreement   (including Section 2.14). The aggregate Revolving Credit Commitments of all   Revolving Credit Lenders -50-Last Saved: 08/19/2013 8:50 pm CG&R Draft   1000892582v1 1000892582 


    




 










shall be   $250,000,000 on the Closing Date, as such amount may be adjusted from time to   time in accordance with the terms of this Agreement. “Revolving Credit   Exposure” means, as to each Revolving Credit Lender, the sum of the amount of   the outstanding principal amount of such Revolving Credit Lender’s Revolving   Credit Loans and its Pro Rata Share of the amount of the L/C Obligations and   the Swing Line Obligations at such time. “Revolving Credit Facility” means,   at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving   Credit Commitments at such time. “Revolving Credit Lender” means, at any   time, any Lender that has a Revolving Credit Commitment at such time.   “Revolving Credit Loans” has the meaning specified in Section 2.01(b).   “Revolving Credit Note” means a promissory note of the Borrower payable to   any Revolving Credit Lender or its registered assigns, in substantially the   form of Exhibit C-2 hereto, evidencing the aggregate Indebtedness of the   Borrower to such Revolving Credit Lender resulting from the Revolving Credit   Loans made by such Revolving Credit Lender to the Borrower. “Revolving Pro   Rata Extension Offers” has the meaning specified in Section 2.16(a).   “S&P” means Standard & Poor’s Financial Services, LLC, a subsidiary   of The McGraw-Hill Companies, Inc., and any successor to its rating agency   business. “Sale and Lease-Back Transaction” means any arrangement providing   for the leasing by the Borrower or any of its Restricted Subsidiaries of any   real or tangible personal property, which property has been or is to be sold   or transferred for value by the Borrower or such Restricted Subsidiary to a   third Person in contemplation of such leasing. “Same Day Funds” means   immediately available funds. “Sanction(s)” means any international economic   sanction administered or enforced by the United States Government (including   without limitation, OFAC), the United Nations Security Council, the European   Union, Her Majesty’s Treasury or other relevant sanctions authority. “Scheme”   means a scheme of arrangement made pursuant to Chapter 1 Part 9 of the Act   which is or may be proposed by the Target to its shareholders pursuant to   which Bidco will become, except with respect to the Euro Deferred Shares (as   defined in the 2015 Transaction Agreement), the only shareholder of the   Target as outlined in the Scheme Press Release with or subject to any   modification, addition or condition approved or imposed by the Court. “Scheme   Circular” means a document issued by or on behalf of the Target to   shareholders of the Target setting out the proposals for the Scheme stating   the -51-Last Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1 1000892582   


    




 










recommendation   of the Scheme to the shareholders of Target by the board of directors of   Target including the notice of General Meeting and the Court Meeting. “Scheme   Documents” means the Scheme Circular together with the notices of the Court   Meeting and General Meeting which accompany that Scheme Circular, the Scheme   Press Release, the 2015 Transaction Agreement, the Scheme Resolutions, any   other document dispatched by or on behalf of the Target to its shareholders   in connection with the Scheme, and any other document designated as such by   the Administrative Agent and the Borrower in writing. “Scheme Effective Date”   means, if the 2015 Acquisition proceeds by way of a Scheme, the date on which   the Court Orders are filed with the Registrar of Companies in Ireland and the   Scheme becomes effective in accordance with Irish law. “Scheme Press Release”   means the press announcement in the form agreed with the Tranche B-2   Arrangers to be made by Bidco pursuant to Rule 2.5 of the Takeover Rules (in   a manner amended from time to time in a manner permitted by this Agreement)   to announce the terms of the 2015 Acquisition and confirming that, as at the   date of such press release, the 2015 Acquisition was recommended to the   Target shareholders by its board of directors. “Scheme Resolutions” means, if   the 2015 Acquisition proceeds by way of a Scheme, the resolutions of the   Target shareholders for the implementation of the Scheme referred to and   substantially in the form to be set out in the Scheme Circular. “Scheme   Settlement Date” means the date which falls 14 days after the Scheme   Effective Date. “SEC” means the Securities and Exchange Commission, or any   Governmental Authority succeeding to any of its principal functions. “Second   Lien Intercreditor Agreement” means an intercreditor agreement substantially   (if applicable, subject to a customary standstill period, of not less than   180 days) in the form of Exhibit I-2 hereto (which agreement in such form or   with immaterial changes thereto the Administrative Agent is authorized to   enter into) together with any material changes thereto in light of prevailing   market conditions, which material changes shall be posted to the Lenders not   less than five (5) Business Days before execution thereof and, if the   Required Lenders shall not have objected to such changes within five (5)   Business Days after posting, then the Required Lenders shall be deemed to   have agreed that the Administrative Agent’s entry into such intercreditor   agreement (with such changes) is reasonable and to have consented to such   intercreditor agreement (with such changes) and to the Administrative Agent’s   execution thereof. “Secured Hedge Agreement” means any Swap Contract   permitted under Article VII that is entered into by and between the Borrower   or any Loan Party and any Hedge Bank. -52-Last Saved: 08/19/2013 8:50 pm   CG&R Draft 1000892582v1 1000892582 


    




 










“Secured   Indebtedness” means any Indebtedness of the Borrower or any of its Restricted   Subsidiaries secured by a Lien. “Secured Parties” means, collectively, the   Administrative Agent, the Collateral Agent, the Lenders, the Hedge Banks and   each co-agent or sub-agent appointed by the Administrative Agent or   Collateral Agent from time to time pursuant to Section 9.02. “Securities Act”   means the Securities Act of 1933, as amended. “Security Agreement” has the   meaning specified in Section 4.01(a)(iii). “Senior Indebtedness” means:   (a)all Indebtedness of the Borrower or any Guarantor outstanding under this   Agreement and related Guarantees, the Senior Notes and related Guarantees   (including interest accruing on or after the filing of any petition in   bankruptcy or similar proceeding or for reorganization of the Borrower or any   Guarantor (at the rate provided for in the documentation with respect   thereto, regardless of whether or not a claim for post-filing interest is   allowed in such proceedings)), and any and all other fees, expense   reimbursement obligations, indemnification amounts, penalties, and other   amounts (whether existing on the Closing Date or thereafter created or   incurred) and all obligations of the Borrower or any Guarantor to reimburse   any bank or other Person in respect of amounts paid under letters of credit,   acceptances or other similar instruments; (b)all Hedging Obligations (and   guarantees thereof) owing to a Hedge Bank, provided that such Hedging   Obligations are permitted to be incurred under the terms of this Agreement;   (c) any other Indebtedness of the Borrower or any Guarantor permitted to be   incurred under the terms of this Agreement, unless the instrument under which   such Indebtedness is incurred expressly provides that it is subordinated in   right of payment to the Obligations, the Senior Notes or any related   Guarantee; and (d) all obligations with respect to the items listed in the   preceding clauses (a), (b) and (c); provided, however, that Senior   Indebtedness shall not include: (A) any obligation of such Person to the   Borrower or any of its Subsidiaries; (B) any liability for federal, state,   local or other taxes owed or owing by such Person; (C) any accounts payable   or other liability to trade creditors provided that obligations arising in   the ordinary course of business; -53-Last Saved: 08/19/2013 8:50 pm CG&R   Draft 1000892582v1 1000892582 


    




 










incurred under   this Agreement shall not be excluded pursuant to this clause (C); (D) any   Indebtedness or other obligation of such Person which is subordinate or   junior in any respect to any other Indebtedness or other obligation of such   Person; or (E) that portion of any Indebtedness which at the time of   incurrence is incurred in violation of this Agreement. “Senior Notes” means   (A) $1,500,000,000 in aggregate principal amount of the Borrower’s 5.625%   senior unsecured notes due 2021 and (B) $750,000,000 in aggregate principal   amount of the Borrower’s 6.125% senior unsecured notes due 2023. “Senior   Notes Indenture” means the Indenture for the Senior Notes, dated September   19, 2013, between the Borrower, Wells Fargo Bank, National Association, as   trustee, and the other entities from time to time party thereto, as the same   may be amended, modified, supplemented, replaced or refinanced to the extent   not prohibited by this Agreement. “Similar Business” means any business   conducted or proposed to be conducted by the Borrower and its Restricted   Subsidiaries on the Closing Date or any business that is similar, reasonably   related, incidental or ancillary thereto. “Solvent” and “Solvency” mean, with   respect to any Person on any date of determination, that on such date (a) the   fair value of the property of such Person is greater than the total amount of   liabilities, including contingent liabilities, of such Person, (b) the   present fair salable value of the assets of such Person is greater than the   amount that will be required to pay the probable liability of such Person on   the sum of its debts and other liabilities, including contingent liabilities,   (c) such Person has not, does not intend to, and does not believe (nor should   it reasonably believe) that it will, incur debts or liabilities beyond such   Person’s ability to pay such debts and liabilities as they become due   (whether at maturity or otherwise), (d) such Person does not have   unreasonably small capital with which to conduct the businesses in which it   is engaged as such businesses are now conducted (and reflected in the   projections delivered to the Administrative Agent and the Lenders) and are   proposed to be conducted following the Closing Date and (e) such Person is   “solvent” within the meaning given to that term and similar terms under the   Bankruptcy Code of the United States and applicable laws relating to   fraudulent transfers and conveyances. The amount of contingent liabilities at   any time shall be computed as the amount that, in the light of all the facts   and circumstances existing at such time, represents the amount that can   reasonably be expected to become an actual or matured liability. “SPC” has   the meaning specified in Section 10.06(g). “Specified Transaction” means,   with respect to any period, any Investment, Disposition, incurrence or   repayment of Indebtedness, Restricted Payment, Subsidiary designation,   merger, amalgamation, consolidation, Incremental Term Loan or Revolving   Commitment Increase that by the terms of this Agreement requires “Pro Forma   Compliance” -54-CG&R Draft 1000892582v1 Last Saved: 08/19/2013 8:50 pm   1000892582 


    




 










with a test or   covenant hereunder or requires such test or covenant to be calculated on a   “Pro Forma Basis”. “Squeeze-Out” means any procedure under the Act for the   compulsory acquisition by Bidco of any minority shareholders in the Target   whether initiated by Bidco or any minority shareholder in the Target.   “Squeeze-Out Date” means the first date (if any) on which Bidco shall be   entitled pursuant to the Offer to apply the Squeeze-Out procedures in respect   of those Target Shares that have not been assented to the Offer. “Squeeze-Out   Settlement Date” means the date on which the cash consideration is paid to   Target shareholders in relation to the Squeeze-Out. “Stock Buy-Back” means   the purchase by the Borrower of approximately 428,676,471 shares of the   capital stock of the Borrower via the purchase of Amber Holding, which will   hold such stock on or prior to the Closing Date, pursuant to the Stock   Purchase Agreement. “Stock Purchase Agreement” means, the Stock Purchase   Agreement, dated as of July 25, 2013, by and among the Borrower, ASAC II LP,   an exempted limited partnership organized under the laws of the Cayman   Islands and Vivendi, S. A. “Subordinated Indebtedness” means: (a) any   Indebtedness of the Borrower which is by its terms subordinated in right of   payment to Senior Indebtedness, and (b)any Indebtedness of any Guarantor   which is by subordinated in right of payment to the Guarantee of such entity   Indebtedness. its terms of Senior “Subordinated Indebtedness Documentation”   means any documentation governing any Subordinated Indebtedness. “Subsidiary”   means, with respect to any Person: (a)any corporation, association, or other   business entity (other than a partnership, joint venture, limited liability   company or similar entity but including any Irish incorporated limited   liability company) of which more than 50% of the total voting power of shares   of Capital Stock entitled (without regard to the occurrence of any contingency)   to vote in the election of directors, managers or trustees thereof is at the   time of determination owned or controlled, directly or indirectly, by such   Person or one or more of the other Subsidiaries of that Person or a   combination thereof; and (b) any partnership, joint venture, limited   liability company (other than an Irish incorporated limited liability   company) or similar entity of which -55-Last Saved: 08/19/2013 8:50 pm   CG&R Draft 1000892582v1 1000892582 


    




 










(A)more than 50%   of the capital accounts, distribution rights, total equity and voting   interests or general or limited partnership interests, as applicable, are   owned or controlled, directly or indirectly, by such Person or one or more of   the other Subsidiaries of that Person or a combination thereof whether in the   form of membership, general, special or limited partnership or otherwise, and   (B) such Person or any Restricted Subsidiary of such Person is a controlling   general partner or otherwise controls such entity. “Successor Company” has   the meaning specified in Section 7.03(d). “Survey” means a survey of any Real   Property subject to a Mortgage (and all improvements thereon) which is (a)   (i) prepared by a surveyor or engineer licensed to perform surveys in the   jurisdiction where such Real Property is located, (ii) dated (or redated) not   earlier than six months prior to the date of delivery thereof unless there   shall have occurred within six months prior to such date of delivery any   exterior construction on the site of such Real Property or any easement,   right of way or other interest in the Real Property has been granted or   become effective through operation of law or otherwise with respect to such   Real Property which, in either case, can be depicted on a survey, in which   events, as applicable, such survey shall be dated (or redated) after the   completion of such construction or if such construction shall not have been   completed as of such date of delivery, not earlier than 30 days prior to such   date of delivery, or after the grant or effectiveness of any such easement,   right of way or other interest in the subject Real Property, (iii) certified   by the surveyor (in a manner reasonably acceptable to the Administrative   Agent) to the Administrative Agent, the Collateral Agent and the title   company, (iv) complying in all material respects with the minimum detail   requirements of the American Land Title Association as such requirements are   in effect on the date of preparation of such survey and (v) sufficient for   the title company to issue a Title Policy or (b) otherwise reasonably   acceptable to the Collateral Agent. “Swap” means any agreement, contract or   transaction that constitutes a “swap” within the meaning of section 1a(47) of   the Commodity Exchange Act. “Swap Contract” means (a) any and all rate swap   transactions, basis swaps, credit derivative transactions, forward rate   transactions, commodity swaps, commodity options, forward commodity   contracts, equity or equity index swaps or options, bond or bond price or   bond index swaps or options or forward bond or forward bond price or forward   bond index transactions, interest rate options, forward foreign exchange   transactions, cap transactions, floor transactions, collar transactions,   currency swap transactions, cross-currency rate swap transactions, currency   options, spot contracts, or any other similar transactions or any combination   of any of the foregoing (including any options to enter into any of the   foregoing), whether or not any such transaction is governed by or subject to   any master agreement, and (b) any and all transactions of any kind, and the   related confirmations, which are subject to the terms and conditions of, or   governed by, any form of master agreement published by the International   Swaps and Derivatives Association, Inc., any International Foreign Exchange   Master Agreement, or any other master agreement (any such master agreement,   together with -56-Last Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1   1000892582 


    




 










any related   schedules, a “Master Agreement”), including any such obligations or   liabilities under any Master Agreement. “Swap Obligation” means, with respect   to any Guarantor, any obligation to pay or perform under any Swap. “Swing   Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section   2.04. “Swing Line Facility” means the swing line loan facility made available   by the Swing Line Lenders pursuant to Section 2.04. “Swing Line Lender” means   Bank of America, in its capacity as provider of Swing Line Loans or any successor   or additional swing line lender hereunder. “Swing Line Loan” has the meaning   specified in Section 2.04(a). “Swing Line Loan Notice” means a notice of a   Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall   be substantially in the form of Exhibit B hereto. or such other form as   approved by the Administrative Agent (including any form on an electronic   platform or electronic transmission system as shall be approved by the   Administrative Agent), appropriately completed and signed by a Responsible   Officer of the Borrower. “Swing Line Note” means a promissory note of the   Borrower payable to any Swing Line Lender or its registered assigns, in   substantially the form of Exhibit C-3 hereto, evidencing the aggregate   Indebtedness of the Borrower to such Swing Line Lender resulting from the   Swing Line Loans. “Swing Line Obligations” means, as at any date of   determination, the aggregate principal amount of all Swing Line Loans   outstanding. “Swing Line Sublimit” means an amount equal to the lesser of (a)   $25,000,000 and (b) the aggregate amount of the Revolving Credit Commitments.   The Swing Line Sublimit is part of, and not in addition to, the Revolving   Credit Commitments. “Syndication Agent” means J.P. Morgan Securities LLC, as   syndication agent. “Takeover Panel” means the Irish Takeover Panel. “Takeover   Rules” means the Irish Takeover Panel Act 1997 and the Takeover Rules 2013 of   Ireland, as amended and in force from time to time. “Target” means King   Digital Entertainment plc, a public limited company incorporated in Ireland.   “Target Shares” means the issued shares in the capital of the Target   (including any shares of the Target issued prior to completion of the 2015   Acquisition) to the extent not -57-Last Saved: 08/19/2013 8:50 pm CG&R   Draft 1000892582v1 1000892582 


    




 










cancelled as   part of the Scheme, if the 2015 Acquisition proceeds by way of a Scheme,   other than the Euro Deferred Shares (as defined in the 2015 Transaction   Agreement). “Taxes” means any present or future taxes, duties, levies,   imposts, deductions, assessments, fees, withholdings or similar charges   imposed by any Governmental Authority, including any interest, additions to   tax and penalties applicable thereto. “Term Borrowing” means a borrowing   consisting of simultaneous Term Loans of the same Type and currency and, in   the case of Eurodollar Rate Loans, having the same Interest Period made by   each of the Term Lenders.an Initial Term Borrowing or a Tranche B-2 Term   Borrowing, as the context may require. “Term Commitment” means, as to each   Term Lender, its obligation to make aan Initial Term Loan and a Tranche B-2   Term Loan to the Borrower pursuant to Section 2.01(a) in an aggregate amount   not to exceed the amount set forth opposite such Lender’s name on Schedule   1.01A under the caption “Initial Term Commitment” or “Tranche B-2 Term   Commitment,” as applicable, or in the Assignment and Assumption pursuant to   which such Term Lender becomes a party hereto, as applicable, as such amount   may be adjusted from time to time in accordance with this Agreement (including   Section 2.14). The initial aggregate amount of (I) the Initial Term   Commitments is $2,500,000,000 and (II) the Tranche B-2 Term Commitments is   $2,300,000,000. “Term Lender” means, at any time, any Lender that has a Term   Commitment or a Term Loan at such time. “Term Loan” means a Loan made   pursuant to Section 2.01(a). “Term Loan Standstill Period” has the meaning   set forth in Section 8.01(b). “Term Note” means a promissory note of the   Borrower payable to any Initial Term Lender or Tranche B-2 Term Lender, as   applicable, or its registered assigns, in substantially the form of Exhibit   C-1 hereto, evidencing the aggregate Indebtedness of the Borrower to such   Initial Term Lender or Tranche B-2 Term Lender, as applicable resulting from   the Initial Term Loans or the Tranche B-2 Term Loans, as applicable, made by   such Initial Term Lender or Tranche B-2 Term Lender, as applicable. “Term Pro   Rata Extension Offers” has the meaning specified in Section 2.16(a). “Test   Period” means, for any date of determination under this Agreement, the four   consecutive fiscal quarters of the Borrower then last ended. “Threshold   Amount” means $100,000,000. “Title Policy” means a policy of title insurance   (or marked-up title insurance commitment having the effect of a policy of   title insurance) insuring the Lien of a Mortgage as a valid first mortgage   Lien on the mortgaged property and fixtures described therein in the amount   equal to not less than the fair market value of such mortgaged property and   fixtures, issued by a title company reasonably acceptable to the Collateral   Agent which shall (A) to the -58-CG&R Draft 1000892582v1 Last Saved:   08/19/2013 8:50 pm 1000892582 


    




 










extent   necessary, include such reinsurance arrangements (with provisions for direct   access, if necessary) as shall be reasonably acceptable to the Collateral   Agent, (B) contain a “tie-in” or “cluster” endorsement, if available under   applicable law (i.e., policies which insure against losses regardless of   location or allocated value of the insured property up to a stated maximum   coverage amount), (C) have been supplemented by such endorsements as shall be   reasonably requested by the Collateral Agent (including endorsements on   matters relating to usury, first loss, last dollar, zoning, contiguity, revolving   credit, doing business, non-imputation, public road access, survey, variable   rate, environmental lien, subdivision, mortgage recording tax, separate tax   lot, revolving credit and so-called comprehensive coverage over covenants and   restrictions), and (D) contain no exceptions to title other than Liens   permitted hereunder. “Total Assets” means total assets of the Borrower and   its Restricted Subsidiaries on a consolidated basis, shown on the most recent   balance sheet of the Borrower and its Restricted Subsidiaries as may be   expressly stated without giving effect to any amortization of the amount of   intangible assets since the Closing Date, with such pro forma adjustments as   are appropriate and consistent with the pro forma adjustment provisions set   forth in Section 1.08. “Total Outstandings” means the aggregate Outstanding   Amount of all Loans and all L/C Obligations. “Tranche B-2 Arrangers” means   Bank of America, N.A., an affiliate of Merrill Lynch, Pierce, Fenner &   Smith Incorporated, and Goldman Sachs Bank USA, in their capacities as lead   arrangers and lead bookrunners. “Tranche B-2 Term Borrowing” means a   borrowing consisting of simultaneous Tranche B-2 Term Loans of the same Type   and currency and, in the case of Eurodollar Rate Loans, having the same Interest   Period made by each of the Tranche B-2 Term Lenders. “Tranche B-2 Term   Commitment” means, as to any Tranche B-2 Term Lender, the aggregate of its   Term Commitments in an aggregate amount not to exceed the amount set forth   opposite such Lender’s name on Schedule 1.01A under the caption “Tranche B-2   Term Commitment.” “Tranche B-2 Term Facility” has the meaning specified in   the definition of “Facility.” “Tranche B-2 Term Lender” means, at any time,   any Lender that has a Tranche B-2 Term Commitment or a Tranche B-2 Term Loan   at such time. “Tranche B-2 Term Loan” means a Loan made pursuant to Section   2.01(a)(II). “Transaction” means, collectively (i) the Stock Buy-Back, (ii)   the issuance of the Senior Notes, (iii) the funding of the Loans on the   Closing Date and the execution and delivery of Loan Documents to be entered   into on the Closing Date and (iv) the payment of Transaction Expenses.   “Transaction Expenses” means any fees or expenses incurred or paid by the   Borrower (or any direct or indirect parent of the Borrower) or any of its (or   their) Subsidiaries in -59-Last Saved: 08/19/2013 8:50 pm CG&R Draft   1000892582v1 1000892582 


    




 










connection with   the Transaction (including expenses in connection with hedging transactions),   this Agreement and the other Loan Documents and the transactions contemplated   hereby and thereby. “Transferred Guarantor” has the meaning specified in   Section 11.09. “Treasury Capital Stock” has the meaning set forth in Section   7.05(b)(2). “Treasury Services Agreement” means any agreement between any   Loan Party and any Hedge Bank relating to commercial credit or debit card,   merchant card, or purchasing card programs (including non-card e-payables   services), or treasury, depository, or cash management services (including automatic   clearing house transfer of funds, overdraft, controlled disbursement,   electronic funds transfer, lockbox, stop payment, return item and wire   transfer services). “Type” means, with respect to a Loan, its character as a   Base Rate Loan or a Eurodollar Rate Loan. “U.S. Lender” means any Lender that   is a “United States person” as defined in Section 7701(a)(30) of the Code.   “Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as the   same may from time to time be in effect in the State of New York or the   Uniform Commercial Code (or similar code or statute) of another jurisdiction,   to the extent it may be required to apply to any item or items of Collateral.   “United States” and “U.S.” mean the United States of America. “United States   Tax Compliance Certificate” has the meaning set forth in Section 3.01(d).   “Unreimbursed Amount” has the meaning set forth in Section 2.03(c)(i).   “Unrestricted Subsidiary” means:   (a)anySubsidiaryoftheBorrowerwhichatthetimeof determination is an   Unrestricted Subsidiary (as designated by the Borrower, pursuant to Section   6.14); and (b) any Subsidiary of an Unrestricted Subsidiary. “USA Patriot   Act” has the meaning specified in Section 5.15. “Voting Stock” of any Person   as of any date means the Capital Stock of such Person that is at the time   entitled to vote in the election of the board of directors of such Person.   “Weighted Average Life to Maturity” means, when applied to any Indebtedness,   Disqualified Stock or Preferred Stock, as the case may be, at any date, the   quotient obtained -60-CG&R Draft 1000892582v1 Last Saved: 08/19/2013 8:50   pm 1000892582 


    




 










by dividing (1)   the sum of the products of the number of years from the date of determination   to the date of each successive scheduled principal payment of such   Indebtedness or redemption or similar payment with respect to such   Disqualified Stock or Preferred Stock multiplied by the amount of such   payment; by (2) the sum of all such payments; provided that for purposes of   determining the Weighted Average Life to Maturity of any Refinanced Debt, any   Refinanced Debt (as defined in the definition of Refinancing Indebtedness) or   any Indebtedness that is being modified, refinanced, refunded, renewed,   replaced or extended (the “Applicable Indebtedness”), the effects of any   amortization or prepayments made on such Applicable Indebtedness prior to the   date of the applicable modification, refinancing, refunding, renewal,   replacement or extension shall be disregarded. “Wholly-Owned Subsidiary” of   any Person means a Subsidiary of such Person, 100% of the outstanding Equity   Interests of which (other than directors’ qualifying shares and shares   required to be held by foreign nationals) shall at the time be owned by such   Person or by one or more Wholly-Owned Subsidiaries of such Person.   “Withholding Agent” means any Loan Party, the Administrative Agent and, in   the case of any U.S. federal withholding Tax, any other applicable   withholding agent. Section 1.02Other Interpretive Provisions. With reference   to this Agreement and each other Loan Document, unless otherwise specified   herein or in such other Loan Document: (a) The meanings of defined terms are   equally applicable to the singular and plural forms of the defined terms. (b)   The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar   import when used in any Loan Document shall refer to such Loan Document as a   whole and not to any particular provision thereof. (c) Article, Section,   Exhibit and Schedule references are to the Loan Document in which such reference   appears. (d) The term “including” is by way of example and not limitation.   (e) The term “documents” includes any and all instruments, documents,   agreements, certificates, notices, reports, financial statements and other   writings, however evidenced, whether in physical or electronic form. (f) In   the computation of periods of time from a specified date to a later specified   date, the word “from” means “from and including;” the words “to” and “until”   each mean “to but excluding;” and the word “through” means “to and   including.” (g) Section headings herein and in the other Loan Documents are   included for convenience of reference only and shall not affect the   interpretation of this Agreement or any other Loan Document. -61-CG&R   Draft 1000892582v1 Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










Section   1.03Accounting Terms. (a) All accounting terms not specifically or completely   defined herein shall be construed in conformity with, and all financial data   (including financial ratios and other financial calculations) required to be   submitted pursuant to this Agreement shall be prepared in conformity with,   GAAP, except as otherwise specifically prescribed herein. (b) Notwithstanding   anything to the contrary herein, for purposes of this Agreement (including,   without limitation, in determining compliance with any test or covenant   contained herein) with respect to any period during which any Specified   Transaction occurs, the Fixed Charge Coverage Ratio and the Consolidated   Secured Debt Ratio shall be calculated with respect to such period and such   Specified Transaction on a Pro Forma Basis. Section 1.04Rounding. Any   financial ratios required to be maintained by the Borrower pursuant to this   Agreement (or required to be satisfied in order for a specific action to be   permitted under this Agreement) shall be calculated by dividing the   appropriate component by the other component, carrying the result to one   place more than the number of places by which such ratio is expressed herein   and rounding the result up or down to the nearest number (with a rounding up   if there is no nearest number). Section 1.05References to Agreements, Laws,   Etc. Unless otherwise expressly provided herein, (a) references to   Organization Documents, agreements (including the Loan Documents) and other   contractual instruments shall be deemed to include all subsequent amendments,   restatements, extensions, supplements and other modifications thereto, but   only to the extent that such amendments, restatements, extensions,   supplements and other modifications are permitted by the Loan Documents; and   (b) references to any Law shall include all statutory and regulatory   provisions consolidating, amending, replacing, supplementing or interpreting   such Law. Section 1.06Times of Day. Unless otherwise specified, all   references herein to times of day shall be references to Eastern time   (daylight or standard, as applicable). Section 1.07Timing of Payment of   Performance. When the payment of any obligation or the performance of any   covenant, duty or obligation is stated to be due or performance required on a   day which is not a Business Day, the date of such payment (other than as   described in the definition of Interest Period) or performance shall extend   to the immediately succeeding Business Day. -62-Last Saved: 08/19/2013 8:50   pm CG&R Draft 1000892582v1 1000892582 


    




 










Section 1.08Pro   Forma and Other Calculations. (a) Notwithstanding anything to the contrary   herein, financial ratios and tests, including the Consolidated Secured Debt   Ratio and the Fixed Charge Coverage Ratio, shall be calculated in the manner   prescribed by this Section 1.08; provided, that notwithstanding anything to   the contrary in clauses (b), (c), (d) or (e) of this Section 1.08, when   calculating the Consolidated Secured Debt Ratio for purposes of (i) the   definition of “Applicable Rate” and (ii) Section 7.09 (other than for the   purpose of determining pro forma compliance with Section 7.09), the events   described in this Section 1.08 that occurred subsequent to the end of the   applicable Test Period shall not be given pro forma effect. (b) In the event   that the Borrower or any of its Restricted Subsidiaries incurs, assumes,   guarantees, redeems, retires or extinguishes any Indebtedness (other than,   for purposes of calculating Consolidated EBITDA only, Indebtedness incurred   under any revolving credit facility unless such Indebtedness has been   permanently repaid and has not been replaced) or issues or redeems   Disqualified Stock or Preferred Stock subsequent to the commencement of the   Test Period for which the Consolidated Secured Debt Ratio or the Fixed Charge   Coverage Ratio, as applicable, is being calculated but prior to or   simultaneously with the event for which the calculation of the applicable   ratio is made (the “Ratio Calculation Date”), then the applicable ratio shall   be calculated giving pro forma effect to such incurrence, assumption,   guarantee, redemption, retirement or extinguishment of Indebtedness, or such   issuance or redemption of Disqualified Stock or Preferred Stock, as if the   same had occurred at the beginning of the applicable Test Period; provided,   however, that, for purposes of any pro forma calculation of the Fixed Charge   Coverage Ratio on such determination date pursuant to the provisions   described in Section 7.02(a), the pro forma calculation shall not give effect   to any Indebtedness incurred on such determination date pursuant to the   provisions described under Section 7.02(b). (c) For purposes of making the   computation referred to above, Investments, acquisitions, dispositions,   mergers, amalgamations and consolidations (as determined in accordance with   GAAP), in each case with respect to a business (as such term is used in   Regulation S-X Rule 11-01 under the Securities Act), a company, a segment, an   operating division or unit or line of business that the Borrower or any of   its Restricted Subsidiaries has determined to make and/or made during the   Test Period or subsequent to such Test Period and on or prior to or   simultaneously with the Ratio Calculation Date shall be calculated on a pro   forma basis in accordance with GAAP (except as set forth in the last sentence   of clause (d) below) assuming that all such Investments, acquisitions,   dispositions, mergers, amalgamations and consolidations (and the change in   any associated fixed charge obligations and the change in Consolidated EBITDA   resulting therefrom) had occurred on the first day of the Test Period. If   since the beginning of such Test Period any Person that subsequently became a   Restricted Subsidiary or was merged with or into the Borrower or any of its   Restricted Subsidiaries since the beginning of such Test Period shall have   made any Investment, acquisition, disposition, merger, amalgamation and   consolidation, in each case with respect to a business (as such term is used   in Regulation S-X Rule 11-01 under the Securities Act), a company, a segment,   an operating division or unit or line of business that would have required   adjustment pursuant to this Section 1.08, then the applicable ratio shall be   calculated giving pro forma effect thereto -63-CG&R Draft 1000892582v1   Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










for such Test   Period as if such Investment, acquisition, disposition, merger and   consolidation had occurred at the beginning of the applicable Test Period.   (d) For purposes of making the computation referred to above, whenever pro   forma effect is to be given to a transaction, the pro forma calculations   shall be made in good faith by a responsible financial or accounting officer   of the Borrower. If any Indebtedness bears a floating rate of interest and is   being given pro forma effect, the interest on such Indebtedness shall be   calculated as if the rate in effect on the Ratio Calculation Date had been   the applicable rate for the entire Test Period (taking into account any   Hedging Obligations applicable to such Indebtedness). Interest on a   Capitalized Lease Obligation shall be deemed to accrue at an interest rate   reasonably determined by a responsible financial or accounting officer of the   Borrower to be the rate of interest implicit in such Capitalized Lease   Obligation in accordance with GAAP. For purposes of making the computation   referred to above, interest on any Indebtedness under a revolving credit   facility computed on a pro forma basis shall be computed based upon the   average daily balance of such Indebtedness during the applicable Test Period   except as set forth in clause (b) of this Section 1.08. Interest on   Indebtedness that may optionally be determined at an interest rate based upon   a factor of a prime or similar rate, a eurocurrency interbank offered rate,   or other rate, shall be deemed to have been based upon the rate actually   chosen, or, if none, then based upon such optional rate chosen as the   Borrower may designate. Any such pro forma calculation may include   adjustments appropriate, in the reasonable determination of the Borrower as   set forth in an officer'sofficer’s certificate, to reflect (1) reasonably   identifiable and factually supportable operating expense reductions and other   operating improvements or synergies reasonably expected to result from any   action taken or expected to be taken within six fiscal quarters after the   date of any acquisition, amalgamation or merger (including, to the extent   applicable, from the Transaction); and (2) any adjustment of the nature used   in connection with the calculation of “Adjusted EBITDA” as set forth in   footnotes (b) to the “Summary Historical and Pro forma Financial Information”   under “Summary” in the Notes Offering Memorandum to the extent any such   adjustment, without duplication, continues to be applicable to such Test   Period. (e) For purposes of calculation of the Fixed Charge Coverage Ratio,   any amount in a currency other than U.S. dollars will be converted to U.S.   dollars based on the average exchange rate for such currency for the most   recent twelve month period immediately prior to the date of determination   determined in a manner consistent with that used in calculating Consolidated   EBITDA for the applicable Test Period. Section 1.09Letter of Credit Amounts.   Unless otherwise specified herein, the amount of a Letter of Credit at any   time shall be deemed to be the stated amount of such Letter of Credit in   effect at such time; provided, however, that with respect to any Letter of   Credit that, by its terms or the terms of any Issuer Document related   thereto, provides for one or more automatic increases in the stated amount   thereof, the amount of such Letter of Credit shall be deemed to be the   maximum stated amount of such Letter of Credit after giving effect to all   such increases, whether or not such maximum stated amount is in effect at   such time. -64-Last Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1   1000892582 


    




 










ARTICLE II. The   Commitments and Credit Extensions Section 2.01The Loans. (a) The Term   Borrowings. Subject to the terms and conditions set forth herein, (I) each   Initial Term Lender severally agrees to make to the Borrower on a pro rata   basis on the Closing Date Loans denominated in Dollars in an aggregate amount   not to exceed at any time outstanding the amount of such Initial Term Lender’s   Initial Term Commitment and (II) each Tranche B-2 Term Lender severally   agrees to make to the Borrower on a pro rata basis on the 2015 Closing Date   Loans denominated in Dollars in an aggregate amount not to exceed at any time   outstanding the amount of such Tranche B-2 Term Lender’s Tranche B-2 Term   Commitment. Amounts borrowed under this Section 2.01(a) and repaid or prepaid   may not be reborrowed. Term Loans may be Base Rate Loans or Eurodollar Rate   Loans, as further provided herein. (b) The Revolving Credit Borrowings.   Subject to the terms and conditions set forth herein, each Revolving Credit   Lender severally agrees to make Revolving Credit Loans denominated in Dollars   pursuant to Section 2.02 to the Borrower from its applicable Lending Office   (each such loan, a “Revolving Credit Loan”) from time to time, on any   Business Day until the Maturity Date for the Revolving Credit Facility, in an   aggregate principal amount not to exceed at any time outstanding the amount   of such Lender’s Revolving Credit Commitment; provided that after giving   effect to any Revolving Credit Borrowing, the aggregate Outstanding Amount of   the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share   of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata   Share of the Outstanding Amount of all Swing Line Loans, shall not exceed   such Lender’s Revolving Credit Commitment. Within the limits of each Lender’s   Revolving Credit Commitment, and subject to the other terms and conditions   hereof, the Borrower may borrow under this Section 2.01(b), prepay under   Section 2.05, and reborrow under this Section 2.01(b). Revolving Credit Loans   may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.   Section 2.02Borrowings, Conversions and Continuations of Loans. (a) Each Term   Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or   Revolving Credit Loans from one Type to the other, and each continuation of   Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to   the Administrative Agent, which may be given by telephone(A) telephone or (B)   other Committed Loan Notice; provided that any telephonic notice must be   confirmed immediately by delivery to the Administrative Agent of a written   Committed Loan Notice. Each such notice, except any such notice with respect   to Certain Funds Credit Extensions, must be received by the Administrative   Agent not later than 2:00 p.m. (i) three (3) Business Days prior to the   requested date of any Borrowing or continuation of Eurodollar Rate Loans or   any conversion of Base Rate Loans to Eurodollar Rate Loans, and (ii) one (1)   Business Day before the requested date of any Borrowing of Base Rate Loans.   Each such notice with respect to Certain Funds Credit Extensions must be   received by the Administrative Agent by 1:00 p.m. -65-Last Saved: 08/19/2013   8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










on the   requested date of any Borrowing of Base Rate Loans (or such later time as may   be agreed by the Administrative Agent in its sole discretion). Each   telephonic notice by the Borrower pursuant to this Section 2.02(a) must be   confirmed promptly by delivery to the Administrative Agent of a written   Committed Loan Notice, appropriately completed and signed by a Responsible   Officer of the Borrower. Except as provided in Section 2.14(a), each   Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be   in a minimum principal amount of $5,000,000, or a whole multiple of   $1,000,000, in excess thereof. Except as provided in Section 2.03(c),   2.04(c), 2.14(a) or the last sentence of this paragraph, each Borrowing of or   conversion to Base Rate Loans shall be in a minimum principal amount of   $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Committed   Loan Notice (whether telephonic or written) shall specify (i) whether the   Borrower is requesting aan Initial Term Borrowing, a Tranche B-2 Term   Borrowing, a Revolving Credit Borrowing, a conversion of Initial Term Loans,   Tranche B-2 Term Loans or Revolving Credit Loans from one Type to the other,   or a continuation of Eurodollar Rate Loans, (ii) the requested date of the   Borrowing, conversion or continuation, as the case may be (which shall be a   Business Day), (iii) the principal amount of Loans to be borrowed, converted   or continued, (iv) the Type of Loans to be borrowed or to which existing   Initial Term Loans, Tranche B-2 Term Loans or Revolving Credit Loans are to   be converted, and (v) if applicable, the duration of the Interest Period with   respect thereto. If the Borrower fails to specify a Type of Loan in a   Committed Loan Notice or fails to give a timely notice requesting a   conversion or continuation, then the applicable Term Loans or Revolving   Credit Loans shall be made as, or converted to, Base Rate Loans. Any such   automatic conversion to Base Rate Loans shall be effective as of the last day   of the Interest Period then in effect with respect to the applicable   Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion   to, or continuation of Eurodollar Rate Loans in any such Committed Loan   Notice, but fails to specify an Interest Period, it will be deemed to have   specified an Interest Period of one (1) month. (b) Following receipt of a   Committed Loan Notice, the Administrative Agent shall promptly notify each   Appropriate Lender of the amount of its Pro Rata Share of the applicable   Class of Loans, and if no timely notice of a conversion or continuation is   provided by the Borrower, the Administrative Agent shall notify each   Appropriate Lender of the details of any automatic conversion to Base Rate   Loans or continuation described in Section 2.02(a). In the case of each   Borrowing (except in the case of any Certain Funds Credit Extension), each   Appropriate Lender shall make the amount of its applicable Loan available to   the Administrative Agent in Same Day Funds at the Administrative Agent’s   Office not later than 1:00 p.m. on the Business Day specified in the   applicable Committed Loan Notice. In the case of each Certain Funds Credit   Extension, each Appropriate Lender shall make the amount of its applicable   Loan available to the Administrative Agent in Same Day Funds at the Administrative   Agent’s Office not later than 3:00 p.m. on the Business Day specified in the   applicable Committed Loan Notice. Upon satisfaction of the applicable   conditions set forth in Section 4.02 (and, if such Borrowing is the initial   Credit Extension, Section 4.01), the Administrative Agent shall make all   funds so received available to the Borrower in like funds as received by the   Administrative Agent either by (i) crediting the account of the Borrower on   the books of Bank of America with the amount of such funds or (ii) wire   transfer of such funds, in each case in accordance with instructions provided   to (and reasonably acceptable to) -66-CG&R Draft 1000892582v1 Last Saved:   08/19/2013 8:50 pm 1000892582 


    




 










the   Administrative Agent by the Borrower; provided that if, on the date the   Committed Loan Notice with respect to such Borrowing is given by the   Borrower, there are Swing Line Loans or L/C Borrowings outstanding, then the   proceeds of such Borrowing shall be applied, first, to the payment in full of   any such L/C Borrowing, second, to the payment in full of any such Swing Line   Loans, and third, to the Borrower as provided above. (c) Except as otherwise   provided herein, a Eurodollar Rate Loan may be continued or converted only on   the last day of an Interest Period for such Eurodollar Rate Loan unless the   Borrower pays the amount due, if any, under Section 3.05 in connection   therewith. During the existence of an Event of Default, the Administrative   Agent or the Required Lenders may require that no Loans may be converted to   or continued as Eurodollar Rate Loans. (d) The Administrative Agent shall   promptly notify the Borrower and the Lenders of the interest rate applicable   to any Interest Period for Eurodollar Rate Loans upon determination of such interest   rate. The determination of the Eurodollar Rate by the Administrative Agent   shall be conclusive in the absence of manifest error. At any time that Base   Rate Loans are outstanding, the Administrative Agent shall notify the   Borrower and the Lenders of any change in the Bank of America prime rate used   in determining the Base Rate promptly following the public announcement of   such change. (e) After giving effect to all Term Borrowings, all Revolving   Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans   from one Type to the other, and all continuations of Term Loans or Revolving   Credit Loans as the same Type, there shall not be more than twelve (12)   Interest Periods in effect. (f) The failure of any Lender to make the Loan to   be made by it as part of any Borrowing shall not relieve any other Lender of   its obligation, if any, hereunder to make its Loan on the date of such   Borrowing, but no Lender shall be responsible for the failure of any other   Lender to make the Loan to be made by such other Lender on the date of any   Borrowing. Section 2.03Letters of Credit. (a) The Letter of Credit   Commitment. (i) Subject to the terms and conditions set forth herein, (A)   each L/C Issuer agrees, in reliance upon the agreements of the other   Revolving Credit Lenders set forth in this Section 2.03, (1) from time to   time on any Business Day during the period from the Closing Date until the   Letter of Credit Expiration Date, to issue Letters of Credit denominated in   Dollars for the account of the Borrower (provided, that any Letter of Credit   may be for the benefit of any Subsidiary of the Borrower) and to amend or   renew Letters of Credit previously issued by it, in accordance with Section   2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving   Credit Lenders severally agree to participate in Letters of Credit issued   pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated   to make any L/C Credit Extension with respect to any Letter of Credit, and no   Lender shall be obligated to participate in any Letter of Credit if as of the   date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any   Revolving Credit Lender would exceed such Lender’s Revolving Credit   Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed   the Letter of Credit Sublimit. Within the -67-CG&R Draft 1000892582v1   Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










foregoing   limits, and subject to the terms and conditions hereof, the Borrower’s   ability to obtain Letters of Credit shall be fully revolving, and accordingly   the Borrower may, during the foregoing period, obtain Letters of Credit to   replace Letters of Credit that have expired or that have been drawn upon and   reimbursed. (ii) An L/C Issuer shall be under no obligation to issue any   Letter of Credit if: (A) any order, judgment or decree of any Governmental   Authority or arbitrator shall by its terms purport to enjoin or restrain the   L/C Issuer from issuing the Letter of Credit, or any Law applicable to the   L/C Issuer or any request or directive (whether or not having the force of   law) from any Governmental Authority with jurisdiction over the L/C Issuer   shall prohibit, or request that the L/C Issuer refrain from, the issuance of   letters of credit generally or the Letter of Credit in particular or shall   impose upon the L/C Issuer with respect to the Letter of Credit any   restriction, reserve or capital requirement (for which the L/C Issuer is not   otherwise compensated hereunder) not in effect on the Closing Date, or shall   impose upon the L/C Issuer any unreimbursed loss, cost or expense which was   not applicable on the Closing Date and which the L/C Issuer in good faith   deems material to it; (B) subject to Section 2.03(b)(iii), the expiry date of   such requested Letter of Credit would occur more than twelve months after the   date of issuance or last renewal, unless (1) each Appropriate Lender has   approved of such expiration date or (2) the Outstanding Amount of L/C   Obligations in respect of such requested Letter of Credit has been Cash   Collateralized or back-stopped by a letter of credit reasonably satisfactory   to the applicable L/C Issuer; (C) the expiry date of such requested Letter of   Credit would occur after the Letter of Credit Expiration Date, unless (1) each   Appropriate Lender has approved of such expiration date or (2) the   Outstanding Amount of L/C Obligations in respect of such requested Letter of   Credit has been Cash Collateralized or back-stopped by a letter of credit   reasonably satisfactory to the applicable L/C Issuer; (D) the issuance of   such Letter of Credit would violate any Laws binding upon such L/C Issuer;   (E) except as otherwise agreed by the Administrative Agent and the L/C   Issuer, the Letter of Credit is in an initial stated amount less than $100,000,   in the case of a standby Letter of Credit; (F) the issuance of the Letter of   Credit would violate one or more policies of the L/C Issuer applicable to   letters of credit generally; (G) Dollars; or the Letter of Credit is to be   denominated in a currency other than -68-Last Saved: 08/19/2013 8:50 pm   CG&R Draft 1000892582v1 1000892582 


    




 










(H) any   Revolving Credit Lender is at that time a Defaulting Lender, unless the L/C   Issuer has entered into arrangements, including the delivery of Cash   Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the   Borrower or such Lender to eliminate the L/C Issuer’s actual or potential   Fronting Exposure (after giving effect to Section 2.17(a)) with respect to   the Defaulting Lender arising from either the Letter of Credit then proposed   to be issued or that Letter of Credit and all other L/C Obligations as to   which the L/C Issuer has actual or potential Fronting Exposure, as it may   elect in its sole discretion. (iii) An L/C Issuer shall be under no   obligation to amend any Letter of Credit if (A) such L/C Issuer would have no   obligation at such time to issue such Letter of Credit in its amended form   under the terms hereof, or (B) the beneficiary of such Letter of Credit does   not accept the proposed amendment to such Letter of Credit. (iv) The L/C   Issuer shall act on behalf of the Revolving Credit Lenders with respect to   any Letters of Credit issued by it and the documents associated therewith,   and the L/C Issuer shall have all of the benefits and immunities (A) provided   to the Administrative Agent in Article IX with respect to any acts taken or   omissions suffered by the L/C Issuer in connection with Letters of Credit   issued by it or proposed to be issued by it and Issuer Documents pertaining   to such Letters of Credit as fully as if the term “Administrative Agent” as   used in Article IX included the L/C Issuer with respect to such acts or   omissions, and (B) as additionally provided herein with respect to the L/C   Issuer. (b) Procedures for Issuance and Amendment of Letters of Credit;   Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued   or amended, as the case may be, upon the request of the Borrower delivered to   an L/C Issuer (with a copy to the Administrative Agent) in the form of a   Letter of Credit Application, appropriately completed and signed by a   Responsible Officer of the Borrower. Such Letter of Credit Application must   be received by the relevant L/C Issuer and the Administrative Agent not later   than 2:00 p.m. at least two (2) Business Days prior to the proposed issuance   date or date of amendment, as the case may be; or, in each case, such later   date and time as the relevant L/C Issuer may agree in a particular instance   in its sole discretion. In the case of a request for an initial issuance of a   Letter of Credit, such Letter of Credit Application shall specify in form and   detail reasonably satisfactory to the relevant L/C Issuer: (a) the proposed   issuance date of the requested Letter of Credit (which shall be a Business   Day); (b) the amount thereof; (c) the expiry date thereof; (d) the name and   address of the beneficiary thereof; and (e) such other matters as the   relevant L/C Issuer may reasonably request. In the case of a request for an   amendment of any outstanding Letter of Credit, such Letter of Credit   Application shall specify in form and detail reasonably satisfactory to the   relevant L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed   date of amendment thereof (which shall be a Business Day); (3) the nature of   the proposed amendment; and (4) such other matters as the relevant L/C Issuer   may reasonably request. Additionally, the Borrower shall furnish to the L/C   Issuer and the Administrative Agent such other documents and information   pertaining to such requested -69-Last Saved: 08/19/2013 8:50 pm CG&R   Draft 1000892582v1 1000892582 


    




 










Letter of   Credit issuance or amendment, including any Issuer Documents, as the L/C   Issuer or the Administrative Agent may reasonably require. (ii) Promptly   after receipt of any Letter of Credit Application, the relevant L/C Issuer   will confirm with the Administrative Agent (by telephone or in writing) that   the Administrative Agent has received a copy of such Letter of Credit   Application from the Borrower and, if not, such L/C Issuer will provide the   Administrative Agent with a copy thereof. Unless the relevant L/C Issuer has   received written notice from any Revolving Credit Lender, the Administrative   Agent or any Loan Party, at least one Business Day prior to the requested   date of issuance or amendment of the applicable Letter of Credit, that one or   more applicable conditions contained in Article IV shall not then be   satisfied, then, subject to the terms and conditions hereof, the relevant L/C   Issuer shall, on the requested date, issue a Letter of Credit for the account   of the Borrower or enter into the applicable amendment, as the case may be,   in each case in accordance with the relevant L/C Issuer’s usual and customary   business practices. Immediately upon the issuance of each Letter of Credit,   each Revolving Credit Lender shall be deemed to, and hereby irrevocably and   unconditionally agrees to, purchase from the relevant L/C Issuer a risk   participation in such Letter of Credit in an amount equal to the product of   such Lender’s Pro Rata Share times the amount of such Letter of Credit. (iii)   If the Borrower so requests in any applicable Letter of Credit Application,   the relevant L/C Issuer may, in its discretion, agree to issue a Letter of   Credit that has automatic extension provisions (each, an “Auto-Extension   Letter of Credit”); provided that any such Auto-Extension Letter of Credit   must permit the relevant L/C Issuer to prevent any such extension at least   once in each twelve month period (commencing with the date of issuance of   such Letter of Credit) by giving prior notice to the beneficiary thereof not   later than a day (the “Non-Extension Notice Date”) in each such twelve month   period to be agreed upon at the time such Letter of Credit is issued. Unless   otherwise directed by the relevant L/C Issuer, the Borrower shall not be   required to make a specific request to the relevant L/C Issuer for any such   extension. Once an Auto-Extension Letter of Credit has been issued, the   Lenders shall be deemed to have authorized (but may not require) the relevant   L/C Issuer to permit the extension of such Letter of Credit at any time to an   expiry date not later than the Letter of Credit Expiration Date; provided   that the relevant L/C Issuer shall not permit any such extension if (A) the   relevant L/C Issuer has determined that it would have no obligation at such   time to issue such Letter of Credit in its extended form under the terms   hereof (by reason of the provisions of Section 2.03(a)(ii) or otherwise), or   (B) it has received notice (which may be by telephone or in writing) on or   before the day that is five (5) Business Days before the Non-Extension Notice   Date from the Administrative Agent, any Revolving Credit Lender or the   Borrower that one or more of the applicable conditions specified in Section   4.02 is not then satisfied. (iv) Promptly after its delivery of any Letter of   Credit or any amendment to a Letter of Credit to an advising bank with   respect thereto or to the beneficiary thereof, the relevant L/C Issuer will   also deliver to the Borrower and the Administrative Agent a true and complete   copy of such Letter of Credit or amendment. -70-CG&R Draft 1000892582v1   Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










(c) Drawings   and Reimbursements; Funding of Participations. (i) Upon receipt from the   beneficiary of any Letter of Credit of any notice of a drawing under such   Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower   and the Administrative Agent thereof. Not later than 2:00 p.m. on the   Business Day immediately following any payment by an L/C Issuer under a   Letter of Credit with notice to the Borrower (each such date, an “Honor   Date”), the Borrower shall reimburse such L/C Issuer through the   Administrative Agent in an amount equal to the amount of such drawing. If the   Borrower fails to so reimburse such L/C Issuer by such time, the   Administrative Agent shall promptly notify each Revolving Credit Lender of   the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed   Amount”), and the amount of such Revolving Credit Lender’s Pro Rata Share   thereof. In such event, the Borrower shall be deemed to have requested a   Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor   Date in an amount equal to the Unreimbursed Amount, without regard to the   minimum and multiples specified in Section 2.02 for the principal amount of   Base Rate Loans but subject to the amount of the unutilized portion of the   Revolving Credit Commitments of the Revolving Credit Lenders and the   conditions set forth in Section 4.02 (other than the delivery of a Committed   Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent   pursuant to this Section 2.03(c)(i) may be given by telephone if immediately   confirmed in writing; provided that the lack of such an immediate   confirmation shall not affect the conclusiveness or binding effect of such   notice. (ii) Each Revolving Credit Lender shall upon any notice pursuant to   Section 2.03(c)(i) make funds available (and the Administrative Agent may   apply Cash Collateral provided for this purpose) for the account of the   relevant L/C Issuer at the Administrative Agent’s Office for payments in an   amount equal to its Pro Rata Share of the Unreimbursed Amount not later than   4:00 p.m. on the Business Day specified in such notice by the Administrative   Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each   Revolving Credit Lender that so makes funds available shall be deemed to have   made a Base Rate Loan to the Borrower in such amount. The Administrative   Agent shall remit the funds so received to the relevant L/C Issuer. (iii)   With respect to any Unreimbursed Amount that is not fully refinanced by a   Revolving Credit Borrowing of Base Rate Loans because the conditions set   forth in Section 4.02 cannot be satisfied or for any other reason, the   Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C   Borrowing in the amount of the Unreimbursed Amount that is not so refinanced,   which L/C Borrowing shall be due and payable on demand (together with   interest) and shall bear interest at the Default Rate. In such event, each   Revolving Credit Lender’s payment to the Administrative Agent for the account   of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed   payment in respect of its participation in such L/C Borrowing and shall   constitute an L/C Advance from such Lender in satisfaction of its   participation obligation under this Section 2.03. (iv) Until each Revolving   Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this   Section 2.03(c) to reimburse the relevant L/C Issuer for -71-Last Saved:   08/19/2013 8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










any amount   drawn under any Letter of Credit, interest in respect of such Lender’s Pro   Rata Share of such amount shall be solely for the account of the relevant L/C   Issuer. (v) Each Revolving Credit Lender’s obligation to make Revolving   Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn   under Letters of Credit, as contemplated by this Section 2.03(c), shall be   absolute and unconditional and shall not be affected by any circumstance,   including (A) any setoff, counterclaim, recoupment, defense or other right which   such Lender may have against the relevant L/C Issuer, the Borrower or any   other Person for any reason whatsoever; (B) the occurrence or continuance of   a Default, or (C) any other occurrence, event or condition, whether or not   similar to any of the foregoing; provided that each Revolving Credit Lender’s   obligation to make Revolving Credit Loans pursuant to this Section 2.03(c) is   subject to the conditions set forth in Section 4.02 (other than delivery by   the Borrower of a Committed Loan Notice ). No such making of an L/C Advance   shall relieve or otherwise impair the obligation of the Borrower to reimburse   the relevant L/C Issuer for the amount of any payment made by such L/C Issuer   under any Letter of Credit, together with interest as provided herein. (vi)   If any Revolving Credit Lender fails to make available to the Administrative   Agent for the account of the relevant L/C Issuer any amount required to be   paid by such Lender pursuant to the foregoing provisions of this Section   2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting   the other provisions of this agreement, such L/C Issuer shall be entitled to   recover from such Lender (acting through the Administrative Agent), on   demand, such amount with interest thereon for the period from the date such   payment is required to the date on which such payment is immediately   available to such L/C Issuer at a rate per annum equal to the greater of the   Federal Funds Rate and a rate determined by the L/C Issuer in accordance with   banking industry rules on interbank compensation, plus any administrative,   processing or similar fees customarily charged by the L/C Issuer in   connection with the foregoing. If such Lender pays such amount (with interest   and fees as aforesaid), the amount so paid shall constitute such Lender’s   Loan included in the relevant Borrowing or L/C Advance in respect of the   relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C   Issuer submitted to any Revolving Credit Lender (through the Administrative   Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall   be conclusive absent manifest error. (d) Repayment of Participations. (i) If,   at any time after an L/C Issuer has made a payment under any Letter of Credit   and has received from any Revolving Credit Lender such Lender’s L/C Advance   in respect of such payment in accordance with Section 2.03(c), the   Administrative Agent receives for the account of such L/C Issuer any payment   in respect of the related Unreimbursed Amount or interest thereon (whether   directly from the Borrower or otherwise, including proceeds of Cash   Collateral applied thereto by the Administrative Agent), the Administrative   Agent will distribute to such Lender its Pro Rata Share thereof   (appropriately adjusted, in the case of interest payments, to reflect the   period of time during which such Lender’s L/C Advance was outstanding) in the   same funds as those received by the Administrative Agent. -72-Last Saved:   08/19/2013 8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










(ii) If any   payment received by the Administrative Agent for the account of an L/C Issuer   pursuant to Section 2.03(c)(i) is required to be returned under any of the   circumstances described in Section 10.05 (including pursuant to any settlement   entered into by such L/C Issuer in its discretion), each Revolving Credit   Lender shall pay to the Administrative Agent for the account of such L/C   Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus   interest thereon from the date of such demand to the date such amount is   returned by such Lender, at a rate per annum equal to the applicable Federal   Funds Rate from time to time in effect. The obligations of the Lenders under   this clause shall survive the payment in full of the Obligations and the   termination of this Agreement. (e) Obligations Absolute. The obligation of   the Borrower to reimburse the relevant L/C Issuer for each drawing under each   Letter of Credit issued by it and to repay each L/C Borrowing shall be   absolute, unconditional and irrevocable, and shall be paid strictly in   accordance with the terms of this Agreement under all circumstances,   including the following: (i) any lack of validity or enforceability of such   Letter of Credit, this Agreement, or any other agreement or instrument   relating thereto; (ii) the existence of any claim, counterclaim, setoff,   defense or other right that any Loan Party may have at any time against any   beneficiary or any transferee of such Letter of Credit (or any Person for   whom any such beneficiary or any such transferee may be acting), the relevant   L/C Issuer or any other Person, whether in connection with this Agreement,   the transactions contemplated hereby or by such Letter of Credit or any   agreement or instrument relating thereto, or any unrelated transaction; (iii)   any draft, demand, certificate or other document presented under such Letter   of Credit proving to be forged, fraudulent, invalid or insufficient in any   respect or any statement therein being untrue or inaccurate in any respect;   (iv) any payment by the relevant L/C Issuer under such Letter of Credit   against presentation of a draft or certificate that does not strictly comply   with the terms of such Letter of Credit; or any payment made by the relevant   L/C Issuer under such Letter of Credit to any Person purporting to be a   trustee in bankruptcy, debtor-in-possession, assignee for the benefit of   creditors, liquidator, receiver or other representative of or successor to   any beneficiary or any transferee of such Letter of Credit, including any   arising in connection with any proceeding under any Debtor Relief Law; or (v)   any other circumstance or happening whatsoever, whether or not similar to any   of the foregoing, including any other circumstance that might otherwise   constitute a defense available to, or a discharge of, any Loan Party. The   Borrower shall promptly examine a copy of each Letter of Credit and each   amendment thereto that is delivered to it and, in the event of any claim of   noncompliance with the Borrower’s instructions or other irregularity, the   Borrower will immediately notify the L/C -73-CG&R Draft 1000892582v1 Last   Saved: 08/19/2013 8:50 pm 1000892582 


    




 










Issuer. The   Borrower shall be conclusively deemed to have waived any such claim against   the L/C Issuer and its correspondents unless such notice is given as   aforesaid. (f) Role of L/C Issuers. Each Lender and the Borrower agree that,   in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall   not have any responsibility to obtain any document (other than any sight   draft, certificates and documents expressly required by the Letter of Credit)   or to ascertain or inquire as to the validity or accuracy of any such   document or the authority of the Person executing or delivering any such document.   None of the L/C Issuers, any Related Parties nor any of the respective   correspondents, participants or assignees of any L/C Issuer shall be liable   to any Lender for (i) any action taken or omitted in connection herewith at   the request or with the approval of the Lenders or the Lenders holding a   majority of the Revolving Credit Commitments, as applicable; (ii) any action   taken or omitted in the absence of bad faith, gross negligence or willful   misconduct; or (iii) the due execution, effectiveness, validity or   enforceability of any document or instrument related to any Letter of Credit   or Letter of Credit Application. The Borrower hereby assumes all risks of the   acts or omissions of any beneficiary or transferee with respect to its use of   any Letter of Credit; provided that this assumption is not intended to, and   shall not, preclude the Borrower’s pursuing such rights and remedies as it   may have against the beneficiary or transferee at law or under any other   agreement. None of the L/C Issuers, any Related Parties, nor any of the   respective correspondents, participants or assignees of any L/C Issuer, shall   be liable or responsible for any of the matters described in clauses (i)   through (v) of Section 2.03(e); provided that anything in such clauses to the   contrary notwithstanding, the Borrower may have a claim against an L/C   Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but   only to the extent, of any direct, as opposed to consequential or exemplary,   damages suffered by the Borrower which the Borrower proves were caused by   such L/C Issuer’s bad faith, willful misconduct or gross negligence or such   L/C Issuer’s willful or grossly negligent failure to pay under any Letter of   Credit after the presentation to it by the beneficiary of a sight draft and   certificate(s) strictly complying with the terms and conditions of a Letter   of Credit. In furtherance and not in limitation of the foregoing, each L/C   Issuer may accept documents that appear on their face to be in order, without   responsibility for further investigation, and no L/C Issuer shall be   responsible for the validity or sufficiency of any instrument transferring or   assigning or purporting to transfer or assign a Letter of Credit or the   rights or benefits thereunder or proceeds thereof, in whole or in part, which   may prove to be invalid or ineffective for any reason. Notwithstanding   anything to the contrary contained in this Section 2.03(f), the Borrower   shall retain any and all rights it may have against any L/C Issuer for any liability   arising out of the bad faith, gross negligence or willful misconduct of such   L/C Issuer, as determined by a final judgment of a court of competent   jurisdiction. (g) Cash Collateral.(i) (i) If an L/C Issuer has honored any   full or partial drawing request under any Letter of Credit and such drawing   has resulted in an L/C Borrowing and the conditions set forth in Section 4.02   to a Revolving Credit Borrowing cannot then be met, (ii) if, as of the Letter   of Credit Expiration Date, any Letter of Credit may for any reason remain   outstanding and partially or wholly undrawn (and arrangements that are   reasonably satisfactory to the applicable L/C Issuer have not otherwise been   made), (iii) if any Event of Default occurs and is continuing and the   Administrative Agent or the Lenders holding a majority of the Revolving   Credit Commitments, as applicable, require the Borrower to Cash Collateralize   -74-Last Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










the L/C   Obligations pursuant to Section 8.02, (iv) if, after the issuance of any   Letter of Credit, any Lender becomes a Defaulting Lender or (v) an Event of   Default set forth under Section 8.01(f) occurs and is continuing, then the   Borrower shall Cash Collateralize (A) the then Outstanding Amount of all L/C   Obligations (in an amount equal to such Outstanding Amount determined as of   the date of such L/C Borrowing or the Letter of Credit Expiration Date, as   the case may be) or (B) in the case of clause (iv) above, the L/C Issuer’s   Fronting Exposure with respect to the then Outstanding Amount of all L/C   Obligations (determined as of the date such Lender becomes a Defaulting   Lender), and shall do so not later than 4:00 p.m., on (x) in the case of the   immediately preceding clauses (i) through (iv), (1) the Business Day that the   Borrower receives notice thereof, if such notice is received on such day   prior to 12:00 Noon, or (2) if clause (1) above does not apply, the Business   Day immediately following the day that the Borrower receives such notice and   (y) in the case of the immediately preceding clause (v), the Business Day on   which an Event of Default set forth under Section 8.01(f) occurs or, if such   day is not a Business Day, the Business Day immediately succeeding such day.   For purposes hereof, “Cash Collateralize” means to pledge and deposit with or   deliver to the Administrative Agent, for the benefit of the relevant L/C   Issuer and the Lenders, as collateral for the L/C Obligations, cash or   deposit account balances (“Cash Collateral”) pursuant to documentation in   form and substance reasonably satisfactory to the Administrative Agent and   the relevant L/C Issuer (which documents are hereby consented to by the   Lenders). Derivatives of such term have corresponding meanings. The Borrower   hereby grants to the Administrative Agent, for the benefit of the L/C Issuers   and the Lenders, a security interest in all such cash, deposit accounts and   all balances therein and all proceeds of the foregoing. Cash Collateral shall   be maintained in blocked accounts at the Administrative Agent and may be   invested in readily available Cash Equivalents. If at any time the   Administrative Agent determines that any funds held as Cash Collateral are   subject to any right or claim of any Person other than the Administrative   Agent (on behalf of the Secured Parties) or that the total amount of such   funds is less than the aggregate Outstanding Amount of all L/C Obligations,   the Borrower will, forthwith upon demand by the Administrative Agent, pay to   the Administrative Agent, as additional funds to be deposited and held in the   deposit accounts at the Administrative Agent as aforesaid, an amount equal to   the excess of (a) such aggregate Outstanding Amount over (b) the total amount   of funds, if any, then held as Cash Collateral that the Administrative Agent   reasonably determines to be free and clear of any such right and claim. Upon   the drawing of any Letter of Credit for which funds are on deposit as Cash   Collateral, such funds shall be applied, to the extent permitted under   applicable Law, to reimburse the relevant L/C Issuer. To the extent the   amount of any Cash Collateral exceeds the then Outstanding Amount of such L/C   Obligations and so long as no Event of Default has occurred and is   continuing, the excess shall be refunded to the Borrower. (h) Letter of   Credit Fees. The Borrower shall pay to the Administrative Agent for the   account of each Revolving Credit Lender in accordance with its Pro Rata Share   a Letter of Credit fee for each Letter of Credit issued pursuant to this   Agreement to the Borrower equal to the Applicable Rate times the daily   maximum amount then available to be drawn under such Letter of Credit   (whether or not such maximum amount is then in effect under such Letter of   Credit if such maximum amount increases periodically pursuant to the terms of   such Letter of Credit). Such letter of credit fees shall be computed on a   quarterly basis in arrears. For purposes of computing the daily amount   available to be drawn under any Letter of Credit, the -75-CG&R Draft   1000892582v1 Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










amount of such   Letter of Credit shall be determined in accordance with Section 1.09. Such   letter of credit fees shall be due and payable in U.S. Dollars on the first   Business Day after the end of each March, June, September and December,   commencing with the first such date to occur after the issuance of such   Letter of Credit, on the Letter of Credit Expiration Date and thereafter on   demand. If there is any change in the Applicable Rate during any quarter, the   daily maximum amount of each Letter of Credit shall be computed and   multiplied by the Applicable Rate separately for each period during such   quarter that such Applicable Rate was in effect. (i) Fronting Fee and   Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall   pay directly to each L/C Issuer for its own account a fronting fee with   respect to each Letter of Credit issued by it to the Borrower equal to 0.125%   per annum of the daily maximum amount then available to be drawn under such   Letter of Credit (whether or not such maximum amount is then in effect under   such Letter of Credit if such maximum amount increases periodically pursuant   to the terms of such Letter of Credit). Such fronting fees shall be computed   on a quarterly basis in arrears. For purposes of computing the daily amount   available to be drawn under any Letter of Credit, the amount of such Letter   of Credit shall be determined in accordance with Section 1.09. Such fronting fees   shall be due and payable on the first Business Day after the end of each   March, June, September and December, commencing with the first such date to   occur after the issuance of such Letter of Credit, on the Letter of Credit   Expiration Date and thereafter on demand. In addition, the Borrower shall pay   directly to each L/C Issuer for its own account with respect to each Letter   of Credit issued to the Borrower the customary issuance, presentation,   amendment and other processing fees, and other standard costs and charges, of   such L/C Issuer relating to letters of credit as from time to time in effect.   Such customary fees and standard costs and charges are due and payable within   ten (10) Business Days of demand and are nonrefundable. (j) Conflict with   Issuer Documents. Notwithstanding anything else to the contrary in this   Agreement, in the event of any conflict between the terms hereof and the   terms of any Issuer Document, the terms hereof shall control. (k) Addition of   an L/C Issuer. A Revolving Credit Lender may become an additional L/C Issuer   hereunder pursuant to a written agreement among the Borrower, the   Administrative Agent and such Revolving Credit Lender. The Administrative   Agent shall notify the Revolving Credit Lenders of any such additional L/C Issuer.   (l) Applicability of ISP; Limitation of Liability. Unless otherwise expressly   agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued,   the rules of the ISP shall apply to each standby Letter of Credit.   Notwithstanding the foregoing, the L/C Issuer shall not be responsible to the   Borrower for, and the L/C Issuer’s rights and remedies against the Borrower   shall not be impaired by, any action or inaction of the L/C Issuer required   or permitted under any law, order, or practice that is required or permitted   to be applied to any Letter of Credit or this Agreement, including the Law or   any order of a jurisdiction where the L/C Issuer or the beneficiary is   located, the practice stated in the ISP, or in the decisions, opinions,   practice statements, or official commentary of the ICC Banking Commission,   the Bankers Association for Finance and Trade - International Financial   Services Association -76-Last Saved: 08/19/2013 8:50 pm CG&R Draft   1000892582v1 1000892582 


    




 










(BAFT-IFSA), or   the Institute of International Banking Law & Practice, whether or not any   Letter of Credit chooses such law or practice. (m) Letters of Credit Issued   for Subsidiaries. Notwithstanding that a Letter of Credit issued or   outstanding hereunder is in support of any obligations of, or is for the   account of, a Subsidiary, the Borrower shall be obligated to reimburse the   L/C Issuer hereunder for any and all drawings under such Letter of Credit.   The Borrower hereby acknowledges that the issuance of Letters of Credit for   the account of Subsidiaries inures to the benefit of the Borrower, and that   the Borrower’s business derives substantial benefits from the businesses of   such Subsidiaries. (n) Reporting of Letter of Credit Information. At any time   that any Revolving Credit Lender other than the Person serving as the   Administrative Agent is an L/C Issuer, then (i) on the last Business Day of   each calendar month, (ii) on each date that a Letter of Credit is amended,   terminated or otherwise expires, (iii) on each date than an L/C Credit   Extension occurs with respect to any Letter of Credit, and (iv) upon the   request of the Administrative Agent, each L/C Issuer (or, in the case of part   (ii), (iii) or (iv), the applicable L/C Issuer) shall deliver to the   Administrative Agent a report setting forth in form and detail reasonably   satisfactory to the Administrative Agent information (including, without   limitation, any reimbursement, Cash Collateral, or termination in respect of   Letters of Credit issued by such L/C Issuer) with respect to each Letter of   Credit issued by such L/C Issuer that is outstanding hereunder, including any   auto-renewal or termination of auto-renewal provisions in such Letter of   Credit. No failure on the part of any L/C Issuer to provide such information   pursuant to this Section 2.03(n) shall limit the obligation of the Borrower   or any Revolving Credit Lender hereunder with respect to its reimbursement   and participation obligations, respectively, pursuant to this Section 2.03.   Section 2.04Swing Line Loans. (a) The Swing Line. Subject to the terms and   conditions set forth herein, Bank of America in its capacity as Swing Line   Lender, in reliance upon the agreements of the other Lenders set forth in   this Section 2.04, may in its sole discretion, make loans to the Borrower   (each such loan, a “Swing Line Loan”) from time to time on any Business Day   (other than the Closing Date) until the Maturity Date for the Revolving   Credit Facility in an aggregate amount not to exceed at any time the amount   of the Swing Line Sublimit, notwithstanding the fact that such Swing Line   Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of   Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line   Lender, may exceed the amount of such Swing Line Lender’s Revolving Credit   Commitment; provided that, after giving effect to any Swing Line Loan, (i)   the Revolving Credit Exposure shall not exceed the aggregate Revolving Credit   Commitment and (ii) the aggregate Outstanding Amount of the Revolving Credit   Loans of any Lender (other than the relevant Swing Line Lender), plus such   Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations,   plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line   Loans shall not exceed such Lender’s Revolving Credit Commitment then in   effect; provided further that Borrower shall not use the proceeds of any   Swing Line Loan to refinance any outstanding Swing Line Loan; provided,   further, that the Swing Line Lender shall be under no obligation to make   Swing Line Loans at any time if any Lender is at such time a Defaulting   -77-CG&R Draft 1000892582v1 Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










Lender   hereunder, unless such Defaulting Lender’s participation in the Swing Line   Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance   with Section 2.17(a). Within the foregoing limits, and subject to the other   terms and conditions hereof, the Borrower may borrow under this Section 2.04,   prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing   Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing   Line Loan, each Revolving Credit Lender shall be deemed to, and hereby   irrevocably and unconditionally agrees to, purchase from the Swing Line   Lender a risk participation in such Swing Line Loan in an amount equal to the   product of such Lender’s Pro Rata Share times the amount of such Swing Line   Loan. (b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon   the Borrower’s irrevocable notice to the Swing Line Lender and the   Administrative Agent, which may be given by telephone. Each such notice(A)   telephone or (B) by other Swing Line Loan Notice; provided that any   telephonic notice must be confirmed promptly by delivery to the Swing Line   Lender and the Administrative Agent of a written Swing Line Loan Notice. Each   such Swing Line Loan Notice must be received by the relevant Swing Line   Lender and the Administrative Agent not later than 2:00 p.m. on the requested   borrowing date, and shall specify (i) the amount to be borrowed, which shall   be a minimum of $100,000 and (ii) the requested borrowing date, which shall   be a Business Day. Each such telephonic notice must be confirmed promptly by   delivery to the Swing Line Lender and the Administrative Agent of a written   Swing Line Loan Notice, appropriately completed and signed by a Responsible   Officer of the Borrower. Promptly after receipt by the relevant Swing Line   Lender of any Swing Line Loan Notice (by telephone or in writing), such Swing   Line Lender will confirm with the Administrative Agent (by telephone or in   writing) that the Administrative Agent has also received such Swing Line Loan   Notice and, if not, the Swing Line Lender will notify the Administrative   Agent (by telephone or in writing) of the contents thereof. Unless the   relevant Swing Line Lender has received notice (by telephone or in writing)   from the Administrative Agent (including at the request of any Revolving   Credit Lender) prior to 3:00 p.m. on the date of the proposed Swing Line   Borrowing (A) directing such Swing Line Lender not to make such Swing Line   Loan as a result of the limitations set forth in the first proviso to the   first sentence of Section 2.04(a), or (B) that one or more of the applicable   conditions specified in Section 4.02 is not then satisfied, then, subject to   the terms and conditions hereof, the relevant Swing Line Lender will, not   later than 4:00 p.m. on the borrowing date specified in such Swing Line Loan   Notice, make the amount of its Swing Line Loan available to the Borrower. (c)   Refinancing of Swing Line Loans. (A) (A) The Swing Line Lender at any time in   its sole and absolute discretion may request, on behalf the Borrower (which   hereby irrevocably authorizes such Swing Line Lender to so request on its   behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount   equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then   outstanding. Such request shall be made in writing (which written request   shall be deemed to be a Committed Loan Notice for purposes hereof) and in   accordance with the requirements of Section 2.02, without regard to the   minimum and multiples specified therein for the principal amount of Base Rate   Loans, but subject to the unutilized portion of the aggregate Revolving   Credit Commitments and the conditions set forth in Section 4.02. The relevant   Swing Line Lender shall furnish the Borrower with a copy of the applicable   Committed Loan Notice promptly after delivering such -78-Last Saved: 08/19/2013   8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










notice to the   Administrative Agent. Each Revolving Credit Lender shall make an amount equal   to its Pro Rata Share of the amount specified in such Committed Loan Notice   available to the Administrative Agent in Same Day Funds for the account of   the Swing Line Lender at the Administrative Agent’s Office not later than   4:00 p.m. on the day specified in such Committed Loan Notice, whereupon,   subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes   funds available shall be deemed to have made a Base Rate Loan, as applicable,   to the Borrower in such amount. The Administrative Agent shall remit the   funds so received to the Swing Line Lender. (i) If for any reason any Swing   Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance   with this Section 2.04(c)(i), the request for Base Rate Loans submitted by   the relevant Swing Line Lender as set forth herein shall be deemed to be a   request by such Swing Line Lender that each of the Revolving Credit Lenders   fund its risk participation in the relevant Swing Line Loan and each   Revolving Credit Lender’s payment to the Administrative Agent for the account   of the Swing Line Lender pursuant to this Section 2.04(c)(i) shall be deemed   payment in respect of such participation. (ii) If any Revolving Credit Lender   fails to make available to the Administrative Agent for the account of the   Swing Line Lender any amount required to be paid by the Lender pursuant to   the foregoing provisions of this Section 2.04(c) by the time specified in   Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from   such Lender (acting through the Administrative Agent), on demand, such amount   with interest thereon for the period from the date such payment is required   to the date on which such payment is immediately available to the Swing Line   Lender at a rate per annum equal to the applicable Federal Funds Rate from   time to time in effect. A certificate of the Swing Line Lender submitted to   any Lender (through the Administrative Agent) with respect to any amounts   owing under this clause (ii) shall be conclusive absent manifest error. (iii)   Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or   to purchase and fund risk participations in Swing Line Loans pursuant to this   Section 2.04(c) shall be absolute and unconditional and shall not be affected   by any circumstance, including (A) any setoff, counterclaim, recoupment,   defense or other right which such Lender may have against the Swing Line   Lender, the Borrower or any other Person for any reason whatsoever, (B) the   occurrence or continuance of a Default, or (C) any other occurrence, event or   condition, whether or not similar to any of the foregoing; provided that each   Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant   to this Section 2.04(c) (but not to purchase and fund risk participations in   Swing Line Loans) is subject to the conditions set forth in Section 4.02. No   such funding of risk participations shall relieve or otherwise impair the   obligation of the Borrower to repay Swing Line Loans, together with interest   as provided herein. (d) Repayment of Participations. (i) (i) At any time   after any Revolving Credit Lender has purchased and funded a risk   participation in a Swing Line Loan, if the relevant Swing Line Lender   receives any payment on account of such Swing Line Loan, such Swing   -79-CG&R Draft 1000892582v1 Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










Line Lender   will distribute to such Lender its Pro Rata Share of such payment (appropriately   adjusted, in the case of interest payments, to reflect the period of time   during which such Lender’s risk participation was funded) in the same funds   as those received by such Swing Line Lender. (ii) If any payment received by   the Swing Line Lender in respect of principal or interest on any Swing Line   Loan is required to be returned by the Swing Line Lender under any of the   circumstances described in Section 10.05 (including pursuant to any   settlement entered into by the Swing Line Lender in its discretion), each   Revolving Credit Lender shall pay to the Swing Line Lender its Pro Rata Share   thereof on demand of the Administrative Agent, plus interest thereon from the   date of such demand to the date such amount is returned, at a rate per annum   equal to the applicable Federal Funds Rate. The Administrative Agent will   make such demand upon the request of a Swing Line Lender. (e) Interest for   Account of Swing Line Lender. The Swing Line Lender shall be responsible for   invoicing the Borrower for interest on the Swing Line Loans. Until each   Revolving Credit Lender funds its Base Rate Loan, Eurodollar Rate Loan or   risk participation pursuant to this Section 2.04 to refinance such Lender’s   Pro Rata Share of any Swing Line Loan, interest in respect of such Pro Rata   Share shall be solely for the account of the Swing Line Lender. (f) Payments   Directly to Swing Line Lender. The Borrower shall make all payments of   principal and interest in respect of the Swing Line Loans directly to the   Swing Line Lender. Section 2.05Prepayments. (a) Optional. (i) The Borrower   may, upon notice to the Administrative Agent, at any time or from time to   time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in   part without premium or penalty (except as provided in clause (iii) below);   provided that (1) such notice must be in a form reasonably acceptable to the   Administrative Agent and be received by the Administrative Agent not later   than 2:00 p.m. (A) three (3) Business Days prior to any date of prepayment of   Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans;   (2) any prepayment of Eurodollar Rate Loans shall be in a minimum principal   amount of $5,000,000 or a whole multiple of $1,000,000; and (3) any   prepayment of Base Rate Loans shall be in a minimum principal amount of   $500,000 or a whole multiple of $100,000 in excess thereof or, in each case,   if less, the entire principal amount thereof then outstanding. Each such   notice shall specify the date and amount of such prepayment and the Class(es)   and Type(s) of Loans and the order of Borrowing(s) to be prepaid. The   Administrative Agent will promptly notify each Appropriate Lender of its   receipt of each such notice, and of the amount of such Lender’s Pro Rata   Share of such prepayment. If such notice is given by the Borrower, the   Borrower shall make such prepayment and the payment amount specified in such   notice shall be due and payable on the date specified therein; provided that   the Borrower may rescind any notice of prepayment under this Section 2.05(a)   if such prepayment would have resulted from a refinancing or other repayment   of all of the Facility or other transaction, which refinancing or transaction   shall not be consummated -80-CG&R Draft 1000892582v1 Last Saved:   08/19/2013 8:50 pm 1000892582 


    




 










or shall   otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be   accompanied by all accrued interest thereon, together with any additional   amounts required pursuant to Section 3.05. In the case of each prepayment of   the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole   discretion select the Borrowing or Borrowings (and the order of maturity of   principal payments) to be repaid, and such payment shall be paid to the   Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii)   The Borrower may, upon notice to the Swing Line Lender (with a copy to the   Administrative Agent), at any time or from time to time, voluntarily prepay   Swing Line Loans in whole or in part without premium or penalty; provided   that (1) such notice must be received by the Swing Line Lender and the   Administrative Agent not later than 3:00 p.m. on the date of the prepayment,   and (2) any such prepayment shall be in a minimum principal amount of   $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the   entire principal amount thereof then outstanding. Each such notice shall   specify the date and amount of such prepayment. If such notice is given by   the Borrower, the Borrower shall make such prepayment and the payment amount   specified in such notice shall be due and payable on the date specified   therein; provided that the Borrower may rescind any notice of prepayment   under this Section 2.05(a)(ii) if such prepayment would have resulted from a   refinancing of all of the Facility or other transaction, which refinancing or   transaction shall not be consummated or shall otherwise be delayed. (iii) In   the event that on or prior to the date that is six months following the   Closing Date, the Borrower (x) makes any prepayment of Initial Term Loans in   connection with any Repricing Transaction, or (y) effects any amendment of   this Agreement resulting in a Repricing Transaction, the Borrower shall pay   to the Administrative Agent, for the ratable account of each Initial Term   Lender, (I) in the case of clause (x), a prepayment premium of 1% of the   amount of the Initial Term Loans being prepaid and (II) in the case of clause   (y), a payment equal to 1% of the aggregate amount of the Initial Term Loans   outstanding immediately prior to such amendment that have been repriced. (iv)   (iii) In the event that, following the 2015 Closing Date and on or prior to   the date that is six months following the 2015 Closing Date, the Borrower (x)   makes any prepayment of Tranche B-2 Term Loans in connection with any   Repricing Transaction, or (y) effects any amendment of this Agreement   resulting in a Repricing Transaction with respect to Tranche B-2 Term Loans,   the Borrower shall pay to the Administrative Agent, for the ratable account   of each Tranche B-2 Term Lender, (I) in the case of clause (x), a prepayment   premium of 1% of the amount of the Tranche B-2 Term Loans being prepaid and   (II) in the case of clause (y), a payment equal to 1% of the aggregate amount   of the Tranche B-2 Term Loans outstanding immediately prior to such amendment   that have been repriced. (b) Mandatory. (i) If (1) the Borrower or any   Restricted Subsidiary Disposes of any property or assets (other than (x) any   Disposition of any property or assets permitted by -81-CG&R Draft 1000892582v1   Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










Section 7.04   (excluding Section 7.04(o)) or (y) any Disposition of equity interests of   Amber Holding or acquisition of shares of Capital Stock of the Borrower   acquired in the Stock Buy-Back) or (2) any Casualty Event occurs, which   results in the realization or receipt by the Borrower or Restricted   Subsidiary of Net Proceeds in excess of $75,000,000, the Borrower shall cause   to be prepaid on or prior to the date which is ten (10) Business Days after   the date of the realization or receipt by the Borrower or Restricted   Subsidiary of such Net Proceeds an aggregate amount of Term Loans in an   amount equal to 100% of all Net Proceeds received; provided that if at the   time that any such prepayment would be required, the Borrowers (or any   Restricted Subsidiary) are required to offer to repurchase Permitted Pari   Passu Secured Refinancing Debt (or any Refinancing Indebtedness in respect   thereof that is secured on a pari passu basis with the Obligations) pursuant   to the terms of the documentation governing such Indebtedness with the net   proceeds of such Disposition or Casualty Event (such Permitted Pari Passu   Secured Refinancing Debt (or any Refinancing Indebtedness in respect thereof)   required to be offered to be so repurchased, “Other Applicable   Indebtedness”), then the Borrowers (or any Restricted Subsidiary) may apply   such Net Proceeds on a pro rata basis (determined on the basis of the   aggregate outstanding principal amount of the Term Loans and Other Applicable   Indebtedness at such time; provided that the portion of such net proceeds   allocated to the Other Applicable Indebtedness shall not exceed the amount of   such net proceeds required to be allocated to the Other Applicable   Indebtedness pursuant to the terms thereof, and the remaining amount, if any,   of such net proceeds shall be allocated to the Term Loans in accordance with   the terms hereof) to the prepayment of the Term Loans and to the repurchase   or prepayment of Other Applicable Indebtedness, and the amount of prepayment   of the Term Loans that would have otherwise been required pursuant to this   Section 2.05(b)(i) shall be reduced accordingly; provided, further, that to   the extent the holders of Other Applicable Indebtedness decline to have such   indebtedness repurchased or prepaid, the declined amount shall promptly (and   in any event within ten (10) Business Days after the date of such rejection)   be applied to prepay the Term Loans in accordance with the terms hereof;   provided, further, that no prepayment shall be required pursuant to this   Section 2.05(b)(i) with respect to such portion of such Net Proceeds that the   Borrower shall have reinvested (or entered into a binding commitment to   reinvest) in accordance with the definition of “Net Proceeds.” (ii) If any   Loan Party or any Restricted Subsidiary of a Loan Party incurs or issues any   Indebtedness after the Closing Date (other than, in the case of the Borrower   or any Restricted Subsidiary, Indebtedness not prohibited under Section   7.02), including Credit Agreement Refinancing Indebtedness, the Borrower   shall cause to be prepaid an aggregate amount of Term Loans in an amount   equal to 100% of all Net Proceeds received therefrom on or prior to the date   which is five (5) Business Days after the receipt by such Loan Party or   Restricted Subsidiary of such Net Proceeds. (iii) If for any reason the   aggregate Revolving Credit Exposures at any time exceeds the aggregate   Revolving Credit Commitments then in effect, the Borrower shall promptly   prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line   Loans and/or Cash Collateralize the L/C Obligations in an aggregate -82-Last   Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










amount equal to   such excess; provided that the Borrower shall not be required to Cash   Collateralize the L/C Obligations pursuant to this Section 2.05(b)(iii)   unless after the prepayment in full of the Revolving Credit Loans and Swing   Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving   Credit Commitments then in effect. (iv) Each prepayment of Term Loans   pursuant to this Section 2.05(b) shall be applied in direct order of maturity   to repayments thereof required pursuant to Section 2.07(a); and each such   prepayment shall be paid to the Lenders in accordance with their respective   Pro Rata Shares (provided that any prepayment of Term Loans with the Net   Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely   to each applicable Class of Refinanced Debt), subject to clause (vii) of this   Section 2.05(b). (v) The Borrower shall notify the Administrative Agent in   writing of any mandatory prepayment of Term Loans required to be made   pursuant to clauses (i) through (iii) of this Section 2.05(b) at least three   (3) Business Days prior to the date of such prepayment. Each such notice   shall specify the date of such prepayment and provide a reasonably detailed   calculation of the amount of such prepayment. The Administrative Agent will   promptly notify each Appropriate Lender of the contents of the Borrower’s   prepayment notice and of such Appropriate Lender’s Pro Rata Share of the   prepayment. Each Term Lender may reject all or a portion of its Pro Rata   Share of any mandatory prepayment (such declined amounts, the “Declined   Proceeds”) of Term Loans required to be made pursuant to clauses (i) through   (iii) of this Section 2.05(b) by providing written notice (each, a “Rejection   Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m.   one Business Day after the date of such Lender’s receipt of notice from the   Administrative Agent regarding such prepayment. Each Rejection Notice from a   given Lender shall specify the principal amount of the mandatory repayment of   Term Loans to be rejected by such Lender. If a Term Lender fails to deliver a   Rejection Notice to the Administrative Agent within the time frame specified   above or such Rejection Notice fails to specify the principal amount of the   Term Loans to be rejected, any such failure will be deemed an acceptance of   the total amount of such mandatory prepayment of Term Loans. Any Declined   Proceeds remaining thereafter shall be retained by the Borrower to the extent   permitted by the Senior Notes Indenture. (vi) Funding Losses, Etc. All   prepayments under this Section 2.05 shall be made together with, in the case   of any such prepayment of a Eurodollar Rate Loan on a date other than the   last day of an Interest Period therefor, any amounts owing in respect of such   Eurodollar Rate Loan pursuant to Section 3.05. Notwithstanding any of the   other provisions of this Section 2.05(b), so long as no Event of Default   shall have occurred and be continuing, if any prepayment of Eurodollar Rate   Loans is required to be made under this Section 2.05(b), other than on the   last day of the Interest Period therefor, the Borrower may, in its sole   discretion, deposit the amount of any such prepayment otherwise required to   be made thereunder into a Cash Collateral Account until the last day of such   Interest Period, at which time the Administrative Agent shall be authorized   (without any further action by or notice to or from the -83-CG&R Draft   1000892582v1 Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










Borrower or any   other Loan Party) to apply such amount to the prepayment of such Loans in   accordance with this Section 2.05(b). Upon the occurrence and during the   continuance of any Event of Default, the Administrative Agent shall also be   authorized (without any further action by or notice to or from the Borrower   or any other Loan Party) to apply such amount to the prepayment of the   outstanding Loans in accordance with this Section 2.05(b). (vii)   Notwithstanding any other provisions of this Section 2.05, (i) to the extent   that any of or all the Net Proceeds of any Disposition by a Foreign   Subsidiary (“Foreign Disposition”) or the Net Proceeds of any Casualty Event   from a Foreign Subsidiary (a “Foreign Casualty Event”) are prohibited or   delayed by applicable local law from being repatriated to the United States,   the portion of such Net Proceeds so affected will not be required to be   applied to repay Term Loans at the times provided in this Section 2.05(b) but   may be retained by the applicable Foreign Subsidiary so long, but only so   long, as the applicable local law will not permit repatriation to the United   States, and once such repatriation of any of such affected Net Proceeds is   permitted under the applicable local law, such repatriation will be promptly   effected and an amount equal to such repatriated Net Proceeds will be   promptly applied (net of additional taxes payable or reserved against as a   result thereof) to the repayment of the Term Loans pursuant to this Section   2.05(b) to the extent provided herein and (ii) to the extent that the Borrower   has determined in good faith that repatriation of any of or all the Net   Proceeds of any Foreign Disposition or any Foreign Casualty Event would have   adverse tax consequences with respect to such Net Proceeds, such Net Cash   Proceeds so affected will not be required to be applied to repay Term Loans   at the times provided in this Section 2.05(b) but may be retained by the   applicable Foreign Subsidiary. Section 2.06Termination or Reduction of   Commitments. (a) Optional. The Borrower may, upon notice to the Administrative   Agent, terminate the Tranche B-2 Term Commitments, the Revolving Credit   Facility, the Letter of Credit Sublimit or the Swing Line Sublimit, or from   time to time permanently reduce the Tranche B-2 Term Commitments, the   Revolving Credit Facility, the Letter of Credit Sublimit or the Swing Line   Sublimit; provided that (i) any such notice shall be received by the   Administrative Agent not later than 2:00 p.m. three Business Days prior to   the date of termination or reduction, (ii) any such partial reduction shall   be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000   in excess thereof and, (iii) the Borrower shall not terminate or reduce (A)   the Revolving Credit Facility if, after giving effect thereto and to any   concurrent prepayments hereunder, the Total Revolving Credit Outstandings   would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit   if, after giving effect thereto, the Outstanding Amount of L/C Obligations   not fully Cash Collateralized hereunder would exceed the Letter of Credit   Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and   to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line   Loans would exceed the Letter of Credit Sublimit., and (iv) the Borrower may   rescind any such notice under this Section 2.06(a) with respect to Tranche   B-2 Term Commitments if such termination or reduction would have resulted   from a refinancing or other replacement of all of the Tranche B-2 Term   Facility or other transaction, which refinancing, replacement or -84-Last   Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










transaction   shall not be consummated or shall otherwise be delayed. In addition, unless   previously terminated in accordance with other terms hereof, the Tranche B-2   Term Commitments shall automatically terminate on the earliest to occur of   (i) 12:01 am, New York City time, on the day immediately following the last   day of the Certain Funds Period and (ii) the consummation of the 2015   Acquisition without the use of the Tranche B-2 Term Loans. (b) Application of   Commitment Reductions; Payment of Fees. The Administrative Agent will   promptly notify the Lenders of any termination or reduction of unused   portions of the Letter of Credit Sublimit or the Swing Line Sublimit or the   unused Commitments of any Class under this Section 2.06. Upon any reduction   of unused Commitments of any Class, the Commitment of each Lender of such   Class shall be reduced by such Lender’s Pro Rata Share of the amount by which   such Commitments are reduced (other than the termination of the Commitment of   any Lender as provided in Section 10.13). All commitment fees accrued until   the effective date of any termination of the Aggregate Commitments shall be   paid on the effective date of such termination. Section 2.07Repayment of   Loans. (a) Term Loans. The Borrower shall repay to the Administrative Agent   (I) for the ratable account of the Initial Term Lenders (i) on the last   Business Day of each March, June, September and December, commencing with the   first full fiscal quarter after Closing Date, an aggregate amount equal to   0.25% of the aggregate principal amount of all Initial Term Loans outstanding   on the Closing Date (which payments shall be reduced as a result of the application   of prepayments in accordance with the order of priority set forth in Section   2.05) and (ii) on the Maturity Date for the Initial Term Loans, the aggregate   principal amount of all Initial Term Loans outstanding on such date and (II)   for the ratable account of the Tranche B-2 Term Lenders (i) on the last   Business Day of each March, June, September and December, commencing with the   first full fiscal quarter after the 2015 Closing Date, an aggregate amount   equal to 0.25% of the aggregate principal amount of all Tranche B-2 Term   Loans outstanding on the 2015 Closing Date (which payments shall be reduced   as a result of the application of prepayments in accordance with the order of   priority set forth in Section 2.05) and (ii) on the Maturity Date for the Tranche   B-2 Term Loans, the aggregate principal amount of all Tranche B-2 Term Loans   outstanding on such date. (b) Revolving Credit Loans. Each Borrower shall   repay to the Administrative Agent for the ratable account of the Appropriate   Lenders on the Maturity Date for each Revolving Credit Facility the aggregate   principal amount of all of the Borrower’s Revolving Credit Loans under such   Facility outstanding on such date. (c) Swing Line Loans. The Borrower shall   repay the aggregate principal amount of its Swing Line Loans on the earlier   to occur of (i) the date five (5) Business Days after such Loan is made and   (ii) the Maturity Date for the Revolving Credit Facility. Section   2.08Interest. (a) Subject to the provisions of Section 2.08(b), (i) each   Eurodollar Rate Loan shall bear interest on the outstanding principal amount   thereof for each Interest Period at a rate per -85-CG&R Draft   1000892582v1 Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










annum equal to   the Eurodollar Rate for such Interest Period plus the Applicable Rate; (ii)   each Base Rate Loan shall bear interest on the outstanding principal amount   thereof from the applicable borrowing date at a rate per annum equal to the   Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan shall bear   interest on the outstanding principal amount thereof from the applicable   borrowing date at a rate per annum equal to the Base Rate plus the Applicable   Rate for Revolving Credit Loans. (b) (i) If any amount of principal of any   Loan is not paid when due (without regard to any applicable grace periods),   whether at stated maturity, by acceleration or otherwise, such amount shall   thereafter bear interest at a fluctuating interest rate per annum at all   times equal to the Default Rate to the fullest extent permitted by applicable   Laws. (ii) (ii) If any amount (other than principal of any Loan) payable by   the Borrower under any Loan Document is not paid when due (without regard to   any applicable grace periods), whether at stated maturity, by acceleration or   otherwise, then upon the request of the Required Lenders such amount shall   thereafter bear interest at a fluctuating interest rate per annum at all   times equal to the Default Rate to the fullest extent permitted by applicable   Laws. (iii) (iii) Accrued and unpaid interest on past due amounts (including   interest on past due interest) shall be due and payable upon demand. (c)   Interest on each Loan shall be due and payable in arrears on each Interest Payment   Date applicable thereto and at such other times as may be specified herein.   Interest hereunder shall be due and payable in accordance with the terms   hereof before and after judgment, and before and after the commencement of   any proceeding under any Debtor Relief Law. Section 2.09Fees. In addition to   certain fees described in Sections 2.03(h) and (i): (a) Commitment Fee. The   Borrower agrees to pay to the Administrative Agent for the account of each   Revolving Credit Lender under each Facility in accordance with its Pro Rata   Share, a commitment fee equal to the Applicable Rate with respect to the   Revolving Credit Loan commitment fees times the actual daily amount by which   the aggregate Revolving Credit Commitment exceeds the sum of (A) the   Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount   of L/C Obligations; provided that any commitment fee accrued with respect to   any of the Commitments of a Defaulting Lender during the period prior to the   time such Lender became a Defaulting Lender and unpaid at such time shall not   be payable by the Borrower so long as such Lender shall be a Defaulting   Lender except to the extent that such commitment fee shall otherwise have   been due and payable by the Borrower prior to such time; and provided further   that no commitment fee shall accrue on any of the Commitments of a Defaulting   Lender so long as such Lender shall be a Defaulting Lender. The commitment   fee on each Revolving Credit Facility shall accrue at all times from the   Closing Date until the Maturity Date for the applicable Revolving Credit   Facility, including at any time during which one or more of the conditions in   Article IV is not met, and shall be -86-CG&R Draft 1000892582v1 Last   Saved: 08/19/2013 8:50 pm 1000892582 


    




 










due and payable   quarterly in arrears on the last Business Day of each March, June, September   and December, commencing with the first such date to occur after the Closing   Date, and on the Maturity Date for each Revolving Credit Facility. The   commitment fee shall be calculated quarterly in arrears, and if there is any   change in the Applicable Rate during any quarter, the actual daily amount   shall be computed and multiplied by the Applicable Rate separately for each   period during such quarter that such Applicable Rate was in effect. For the   avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be   counted towards or considered usage of the Aggregate Commitments for purposes   of determining the commitment fee. (b) Closing Fees. The Borrower agrees to   pay on the Closing Date to each Lender party to this Agreement on the Closing   Date, as fee compensation for the funding of such Lender’s Term Loan and   making of such Lender’s Revolving Credit Commitment, a closing fee (the   “Closing Fee”) in an amount equal to (x) 0.50% of the stated principal amount   of such Lender’s Term Loan funded on the Closing Date and (y) 0.50% of the   stated principal amount of such Lender’s Revolving Credit Commitment on the   Closing Date. Such Closing Fee will be in all respects fully earned, due and   payable on the Closing Date and non-refundable and non-creditable thereafter   and, in the case of the Closing Fee on the Term Loan, shall be netted against   Term Loans made by such Lender. (c) Other Fees. The Borrower shall pay to the   Agents such fees as shall have been separately agreed upon in writing in the   amounts and at the times so specified. Such fees shall be fully earned when   paid and shall not be refundable for any reason whatsoever (except as   expressly agreed between the Borrower and the applicable Agent). Section   2.10Computation of Interest and Fees. All computations of interest for Base   Rate Loans (including Base Rate Loans determined by reference to the   Eurodollar Rate) shall be made on the basis of a year of 365 or 366 days, as   the case may be, and actual days elapsed. All other computations of fees and   interest shall be made on the basis of a 360-day year and actual days elapsed   (which results in more fees or interest, as applicable, being paid than if   computed on the basis of a 365-day year). Interest shall accrue on each Loan   for the day on which the Loan is made, and shall not accrue on a Loan, or any   portion thereof, for the day on which the Loan or such portion is paid;   provided that any Loan that is repaid on the same day on which it is made   shall, subject to Section 2.12(a), bear interest for one day. Each   determination by the Administrative Agent of an interest rate or fee   hereunder shall be conclusive and binding for all purposes, absent manifest   error. Section 2.11Evidence of Indebtedness. (a) The Credit Extensions made   by each Lender shall be evidenced by one or more accounts or records   maintained by such Lender and by the Administrative Agent in the ordinary   course of business. The accounts or records maintained by the Administrative   Agent and each Lender shall be conclusive absent manifest error of the amount   of the Credit Extensions made by the Lenders to the Borrower and the interest   and payments thereon. Any failure to so record or any error in doing so shall   not, however, limit or otherwise affect the -87-CG&R Draft 1000892582v1   Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










obligation of   the Borrower hereunder to pay any amount owing with respect to the   Obligations. In the event of any conflict between the accounts and records   maintained by any Lender and the accounts and records of the Administrative   Agent in respect of such matters, the accounts and records of the   Administrative Agent shall control in the absence of manifest error. Upon the   request of any Lender made through the Administrative Agent, the Borrower   shall execute and deliver to such Lender (through the Administrative Agent) a   Note, which shall evidence such Lender’s Loans in addition to such accounts   or records. Each Lender may attach schedules to its Note and endorse thereon   the date, Type (if applicable), amount and maturity of its Loans and payments   with respect thereto. (b) In addition to the accounts and records referred to   in Section 2.11(a), each Lender and the Administrative Agent shall maintain   in accordance with its usual practice accounts or records evidencing the   purchases and sales by such Lender of participations in Letters of Credit and   Swing Line Loans. In the event of any conflict between the accounts and   records maintained by the Administrative Agent and the accounts and records   of any Lender in respect of such matters, the accounts and records of the   Administrative Agent shall control in the absence of manifest error. Section   2.12Payments Generally. (a) All payments to be made by the Borrower shall be   made without condition or deduction for any counterclaim, defense, recoupment   or setoff. Except as otherwise expressly provided herein, all payments by the   Borrower hereunder shall be made to the Administrative Agent, for the account   of the respective Lenders to which such payment is owed, at the applicable   Administrative Agent’s Office in Dollars and in Same Day Funds not later than   3:00 p.m. on the date specified herein. The Administrative Agent will   promptly distribute to each Lender its Pro Rata Share (or other applicable   share as provided herein) of such payment in like funds as received by wire   transfer to such Lender’s applicable Lending Office. All payments received by   the Administrative Agent after 3:00 p.m., shall in each case be deemed   received on the next succeeding Business Day and any applicable interest or   fee shall continue to accrue. (b) If any payment to be made by the Borrower   shall come due on a day other than a Business Day, payment shall be made on   the next following Business Day, and such extension of time shall be   reflected in computing interest or fees, as the case may be; provided that,   if such extension would cause payment of interest on or principal of   Eurodollar Rate Loans to be made in the next succeeding calendar month, such   payment shall be made on the immediately preceding Business Day. (c) (i) (i)   Unless the Administrative Agent shall have received notice from a Lender   prior to the proposed date of any Borrowing of Eurodollar Rate Loans (or, in   the case of any Borrowing of Base Rate Loans, prior to 3:00 p.m. on the date   of such Borrowing) that such Lender will not make available to the   Administrative Agent such Lender’s share of such Borrowing, the   Administrative Agent may assume that such Lender has made such share   available on such date in accordance with Section 2.02 (or, in the case of a   Borrowing of Base Rate Loans, that such Lender has made such share available   in accordance with and at the time required by Section 2.02) and may, in reliance   upon such assumption, make available to -88-CG&R Draft 1000892582v1 Last   Saved: 08/19/2013 8:50 pm 1000892582 


    




 










the Borrower a   corresponding amount. In such event, if a Lender has not in fact made its   share of the applicable Borrowing available to the Administrative Agent, then   the applicable Lender and the Borrower severally agree to pay to the   Administrative Agent forthwith on demand such corresponding amount in   immediately available funds with interest thereon, for each day from and   including the date such amount is made available to the Borrower to but   excluding the date of payment to the Administrative Agent, at (A) in the case   of a payment to be made by such Lender, the greater of the Federal Funds Rate   and a rate determined by the Administrative Agent in accordance with banking   industry rules on interbank compensation, plus any administrative, processing   or similar fees customarily charged by the Administrative Agent in connection   with the foregoing, and (B) in the case of a payment to be made by the   Borrower, the interest rate applicable to Base Rate Loans. If the Borrower   and such Lender shall pay such interest to the Administrative Agent for the   same or an overlapping period, the Administrative Agent shall promptly remit to   the Borrower the amount of such interest paid by the Borrower for such   period. If such Lender pays its share of the applicable Borrowing to the   Administrative Agent, then the amount so paid shall constitute such Lender’s   Loan included in such Borrowing. Any payment by the Borrower shall be without   prejudice to any claim the Borrower may have against a Lender that shall have   failed to make such payment to the Administrative Agent. (ii) (ii) Unless the   Administrative Agent shall have received notice from the Borrower prior to   the time at which any payment is due to the Administrative Agent for the   account of the Lenders or the L/C Issuer hereunder that the Borrower will not   make such payment, the Administrative Agent may assume that the Borrower has   made such payment on such date in accordance herewith and may, in reliance   upon such assumption, distribute to the Appropriate Lenders or the L/C   Issuer, as the case may be, the amount due. In such event, if the Borrower   has not in fact made such payment, then each of the Appropriate Lenders or   the L/C Issuer, as the case may be, severally agrees to repay to the   Administrative Agent forthwith on demand the amount so distributed to such   Lender or the L/C Issuer, in immediately available funds with interest thereon,   for each day from and including the date such amount is distributed to it to   but excluding the date of payment to the Administrative Agent, at the greater   of the Federal Funds Rate and a rate determined by the Administrative Agent   in accordance with banking industry rules on interbank compensation. A notice   of the Administrative Agent to any Lender or the Borrower with respect to any   amount owing under this subsection (c) shall be conclusive, absent manifest   error. (d) If any Lender makes available to the Administrative Agent funds   for any Loan to be made by such Lender as provided in the foregoing   provisions of this Article II, and such funds are not made available to the   Borrower by the Administrative Agent because the conditions to the applicable   Credit Extension set forth in Article IV are not satisfied or waived in   accordance with the terms hereof, the Administrative Agent shall return such   funds (in like funds as received from such Lender) to such Lender, without   interest. (e) The obligations of the Lenders hereunder to make Loans, to fund   participations in Letters of Credit and Swing Line Loans and to make payments   pursuant to Section 10.04(c) are several and not joint. The failure of any   Lender to make any Loan, to fund any such -89-CG&R Draft 1000892582v1   Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










participation   or to make any payment under Section 10.04(c) on any date required hereunder   shall not relieve any other Lender of its corresponding obligation to do so   on such date, and no Lender shall be responsible for the failure of any other   Lender to so make its Loan, purchase its participation or to make its payment   under Section 10.04(c). (f) Nothing herein shall be deemed to obligate any   Lender to obtain the funds for any Loan in any particular place or manner or   to constitute a representation by any Lender that it has obtained or will   obtain the funds for any Loan in any particular place or manner. (g) Except   as otherwise provided herein, whenever any payment received by the Administrative   Agent under this Agreement or any of the other Loan Documents is insufficient   to pay in full all amounts due and payable to the Administrative Agent and   the Lenders under or in respect of this Agreement and the other Loan   Documents on any date, such payment shall be distributed by the   Administrative Agent and applied by the Administrative Agent and the Lenders   in the order of priority set forth in Section 8.04. If the Administrative   Agent receives funds for application to the Obligations of the Loan Parties   under or in respect of the Loan Documents under circumstances for which the   Loan Documents do not specify the manner in which such funds are to be   applied, the Administrative Agent may (to the fullest extent permitted by   mandatory provisions of applicable Law), but shall not be obligated to, elect   to distribute such funds to each of the Lenders in accordance with such   Lender’s Pro Rata Share of the sum of (a) the Outstanding Amount of all Loans   outstanding at such time and (b) the Outstanding Amount of all L/C   Obligations outstanding at such time, in repayment or prepayment of such of   the outstanding Loans or other Obligations then owing to such Lender. Section   2.13Sharing of Payments. If any Lender shall, by exercising any right of   setoff or counterclaim or otherwise, obtain payment in respect of (a)   Obligations due and payable to such Lender hereunder and under the other Loan   Documents at such time in excess of its ratable share (according to the   proportion of (i) the amount of such Obligations due and payable to such   Lender at such time to (ii) the aggregate amount of the Obligations due and   payable to all Lenders hereunder and under the other Loan Documents at such   time) of payments on account of the Obligations due and payable to all   Lenders hereunder and under the other Loan Documents at such time obtained by   all the Lenders at such time or (b) Obligations owing (but not due and   payable) to such Lender hereunder and under the other Loan Documents at such   time in excess of its ratable share (according to the proportion of (i) the   amount of such Obligations owing (but not due and payable) to such Lender at   such time to (ii) the aggregate amount of the Obligations owing (but not due   and payable) to all Lenders hereunder and under the other Loan Parties at   such time) of payment on account of the Obligations owing (but not due and   payable) to all Lenders hereunder and under the other Loan Documents at such   time obtained by all of the Lenders at such time then the Lender receiving   such greater proportion shall (a) notify the Administrative Agent of such   fact, and (b) purchase (for cash at face value) participations in the Loans   and subparticipations in L/C Obligations and Swing Line Loans of the other   Lenders, or make such other adjustments as shall be equitable, so that the   benefit of all such payments shall be shared by the Lenders ratably in   accordance with the aggregate amount of -90-Last Saved: 08/19/2013 8:50 pm   CG&R Draft 1000892582v1 1000892582 


    




 










Obligations   then due and payable to the Lenders or owing (but not due and payable) to the   Lenders, as the case may be, provided that: (i) (i) if any such   participations or subparticipations are purchased and all or any portion of   the payment giving rise thereto is recovered, such participations or   subparticipations shall be rescinded and the purchase price restored to the   extent of such recovery, without interest; and (ii) (ii) the provisions of   this Section shall not be construed to apply to (x) any payment made by or on   behalf of the Borrower pursuant to and in accordance with the express terms   of this Agreement (including the application of funds arising from the   existence of a Defaulting Lender), (y) the application of Cash Collateral   provided for in Section 2.17, or (z) any payment obtained by a Lender as   consideration for the assignment of or sale of a participation in any of its   Loans or subparticipations in L/C Obligations or Swing Line Loans to any   assignee or participant, other than an assignment to the Borrower or any of   its Subsidiaries (as to which the provisions of this Section shall apply).   Each Loan Party consents to the foregoing and agrees, to the extent it may   effectively do so under applicable law, that any Lender acquiring a   participation pursuant to the foregoing arrangements may exercise against   such Loan Party rights of setoff and counterclaim with respect to such   participation as fully as if such Lender were a direct creditor of such Loan   Party in the amount of such participation. Section 2.14Incremental Credit Extensions.   (a) The Borrower at any time or from time to time after the Closing Date, by   notice to the Administrative Agent (whereupon the Administrative Agent shall   promptly deliver a copy to each of the Lenders), request (a) one or more   additional tranches of term loans (the “Incremental Term Loans”) or (b) one   or more increases in the amount of the Revolving Credit Commitments of any   Facility or the addition of a new tranche of the Revolving Credit Facility   (each such increase or new Revolving Credit Facility, a “Revolving Commitment   Increase”), provided that upon the effectiveness of any Incremental Amendment   referred to below, no Event of Default shall exist and at the time that any   such Incremental Term Loan (other than any Incremental Term Loan under the   Tranche B-2 Term Facility to be made during the Certain Funds Period) is made   (and after giving effect thereto) no Event of Default shall exist (except in   connection with a Permitted Acquisition or Investment in which case no Event   of Default pursuant to Section 8.01(a) or (f) shall exist). Each tranche of   Incremental Term Loans and each Revolving Commitment Increase shall be in an   aggregate principal amount that is not less than $50,000,000 (provided that   such amount may be less than $50,000,000 if such amount represents all   remaining availability under the limit set forth in the next sentence).   Notwithstanding anything to the contrary herein, the aggregate amount of the   Incremental Term Loans and the Revolving Commitment Increases (other than,   for the avoidance of doubt, those established in respect of Extended Term   Loans or Extended Revolving Credit Commitments pursuant to Section 2.16)   shall not exceed, with respect to the Tranche B-2 Term Facility as of the   First Amendment Effective Date (and after giving pro forma effect to the   Incurrence of Indebtedness in connection therewith), the Maximum -91-Last   Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










Incremental   Facilities Amount. Any Revolving Commitment Increase shall be on the same   terms and pursuant to the same documentation applicable to the Revolving   Credit Facility (including the maturity date in respect thereof) (provided   the applicable margin applicable thereto may be increased if necessary to be   consistent with that for the Revolving Commitment Increase). The Incremental   Term Loans (a) shall rank pari passu or junior in right of payment and of   security with the Revolving Credit Loans and the Term Loans, which, for the   avoidance of doubt, may be unsecured, (b) shall not mature earlier than the   Maturity Date with respect to the Term Loans, (c) shall not have a shorter   Weighted Average Life to Maturity than the remaining Weighted Average Life to   Maturity of the Term Loans, (d) except as set forth above, shall be treated   substantially the same as the Term Loans (in each case, including with   respect to mandatory and voluntary prepayments) and (e) the Applicable Rate   for the Incremental Term Loans shall be determined by the Borrower and the   applicable new Lenders; provided, however, that (i)(A) until April 11, 2015,   the interest rate margins for the Incremental Term Loans shall not be greater   than the interest rate margins that may be payable with respect to Initial   Term Loans plus 50 basis points (and the interest rate margins applicable to   any class of the Initial Term Loans shall be increased to the extent   necessary to achieve the foregoing) and (B) until the day that is 18 months   from the 2015 Closing Date, the interest rate margins for the Incremental   Term Loans shall not be greater than the interest rate margins that may be   payable with respect to Tranche B-2 Term Loans plus 50 basis points (and the   interest rate margins applicable to the Tranche B-2 Term Loans shall be   increased to the extent necessary to achieve the foregoing) and (ii) solely   for purposes of the foregoing clause (i), (x) the interest rate margins   applicable to any applicable Term Loans or Incremental Term Loans shall be   deemed to include all upfront or similar fees or original issue discount   payable generally to Lenders providing such Term Loans or such Incremental   Term Loans based on an assumed four-year life to maturity), (y) customary   arrangement or commitment fees payable to the Arrangers (or the Tranche B-2   Arrangers, as applicable, or their respective affiliates) in connection with   the applicable Term Loans or to one or more arrangers (or their affiliates)   of the Incremental Term Loans shall be excluded; and (z) if the LIBOR or Base   Rate “floor” for the Incremental Term Loans is greater than the LIBOR or Base   Rate “floor,” respectively, for the applicable existing Term Loans, the   difference between such floor for the Incremental Term Loans and the   applicable existing Term Loans shall be equated to an increase in the   Applicable Rate, provided that (i) the Incremental Term Loans shall be on   terms and pursuant to documentation to be determined by the Borrower,   provided that, to the extent such terms and documentation are not consistent   with, the Term Facility (except to the extent permitted by clauses (b), (c)   and (e) above), they shall be reasonably satisfactory to the Administrative   Agent (it being understood to the extent that any financial maintenance   covenant is added for the benefit of any Incremental Facility, no consent   shall be required from the Administrative Agent or any Lender to the extent   that such financial maintenance covenant is also added for the benefit of any   corresponding existing Term Loans) and (ii) subject to clauses (b) and (c)   above, the amortization schedule applicable to the Incremental Term Loans   shall be determined by the Borrower and the lenders thereof. Each notice from   the Borrower pursuant to this Section 2.14 shall set forth the requested   amount and proposed terms of the relevant Incremental Term Loans or Revolving   Commitment Increases. Incremental Term Loans may be made, and Revolving   Commitment Increases may be provided, by any existing Lender (it being   understood that no existing Lender has an obligation to make an Incremental   Term Loan or provide a Revolving Commitment Increase, -92-CG&R Draft   1000892582v1 Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










as applicable)   or by any other bank or other financial institution (any such other bank or   other financial institution being called an “Additional Lender”), provided   that the Administrative Agent, each Swing Line Lender and each L/C Issuer   shall have consented (not to be unreasonably withheld) to such Lender’s or   Additional Lender’s making such Incremental Term Loans or providing such   Revolving Commitment Increases if such consent would be required under   Section 10.06(b) for an assignment of Loans or Revolving Credit Commitments,   as applicable, to such Lender or Additional Lender. Commitments in respect of   Incremental Term Loans and Revolving Commitment Increases shall become   Commitments (or in the case of a Revolving Commitment Increase to be provided   by an existing Revolving Credit Lender, an increase in such Lender’s   applicable Revolving Credit Commitment) under this Agreement pursuant to an   amendment (an “Incremental Amendment”) to this Agreement and, as appropriate,   the other Loan Documents, executed by the Borrower, each Lender agreeing to   provide such Commitment, if any, each Additional Lender, if any, and the   Administrative Agent. The Incremental Amendment may, without the consent of   any Loan Party other than the Borrower, the Agents or the Lenders, effect   such amendments to this Agreement and the other Loan Documents as may be necessary   or appropriate, in the reasonable opinion of the Administrative Agent and the   Borrower, to effect the provisions of this Section 2.14. The effectiveness of   any Incremental Amendment shall be subject to such conditions as the parties   thereto shall agree. The Borrower will use the proceeds of the Incremental   Term Loans and Revolving Commitment Increases for any purpose not prohibited   by this Agreement. No Lender shall be obligated to provide any Incremental   Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each   increase in the Revolving Credit Commitments pursuant to this Section 2.14,   (a) if the increase relates to the Revolving Credit Facility, each Revolving   Credit Lender immediately prior to such increase will automatically and   without further act be deemed to have assigned to each Lender providing a   portion of the Revolving Commitment Increase (each a “Revolving Commitment   Increase Lender”), and each such Revolving Commitment Increase Lender will   automatically and without further act be deemed to have assumed (in the case   of an increase to the Revolving Credit Facility only), a portion of such   Revolving Credit Lender’s participations hereunder in outstanding Letters of   Credit and Swing Line Loans such that, after giving effect to each such   deemed assignment and assumption of participations, the percentage of the   aggregate outstanding (i) participations hereunder in Letters of Credit and   (ii) participations hereunder in Swing Line Loans held by each Revolving   Credit Lender (including each such Revolving Commitment Increase Lender) will   equal the percentage of the aggregate Revolving Credit Commitments of all   Revolving Credit Lenders represented by such Revolving Credit Lender’s   Revolving Credit Commitment and (b) if, on the date of such increase, there   are any Revolving Credit Loans under the applicable Facility outstanding,   such Revolving Credit Loans shall on or prior to the effectiveness of such   Revolving Commitment Increase be prepaid from the proceeds of additional   Revolving Credit Loans under the applicable Facility made hereunder   (reflecting such increase in Revolving Credit Commitments), which prepayment   shall be accompanied by accrued interest on the Revolving Credit Loans being   prepaid and any reasonable and documented out-of-pocket costs incurred by any   Lender in accordance with Section 3.05. The Administrative Agent and the   Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro   rata payment requirements contained elsewhere in this Agreement shall not   apply to the transactions effected pursuant to the immediately preceding   sentence. -93-CG&R Draft 1000892582v1 Last Saved: 08/19/2013 8:50 pm   1000892582 


    




 










(b) contrary.   This Section 2.14 shall supersede any provisions in Section 2.13 or 10.01 to   the Section 2.15Refinancing Amendments. (a) On one or more occasions after   the Closing Date, the Borrower may obtain, from any Lender or any Additional   Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of   all or any portion of the Term Loans and the Revolving Credit Loans (or   unused Revolving Credit Commitments) then outstanding under this Agreement   (which for purposes of this clause (a) will be deemed to include any then   outstanding Other Term Loans or Incremental Term Loans), in the form of Other   Term Loans, Other Term Loan Commitments, Other Revolving Credit Commitments   or Other Revolving Credit Loans pursuant to a Refinancing Amendment; provided   that notwithstanding anything to the contrary in this Section 2.15 or otherwise,   (1) the borrowing and repayment (except for (A) payments of interest and fees   at different rates on Other Revolving Credit Commitments (and related   outstandings), (B) repayments required upon the Maturity Date of the Other   Revolving Credit Commitments and (C) repayment made in connection with a   permanent repayment and termination of commitments (subject to clause (3)   below)) of Loans with respect to Other Revolving Credit Commitments after the   date of obtaining any Other Revolving Credit Commitments shall be made on a   pro rata basis with all other Revolving Credit Commitments, (2) subject to   Section 2.14 to the extent dealing with Swing Line Loans and Letters of   Credit which mature or expire after a Maturity Date when there exist Extended   Revolving Credit Commitments with a longer Maturity Date, all Swing Line   Loans and Letters of Credit shall be participated on a pro rata basis by all   Lenders with Commitments in accordance with their percentage of the Revolving   Credit Commitments (and except as provided in Section 2.14), without giving   effect to changes thereto on an earlier Maturity Date with respect to Swing   Line Loans and Letters of Credit theretofore incurred or issued), (3) the   permanent repayment of Revolving Credit Loans with respect to, and termination   of, Other Revolving Credit Commitments after the date of obtaining any Other   Revolving Credit Commitments shall be made on a pro rata basis with all other   Revolving Credit Commitments, except that the Borrower shall be permitted to   permanently repay and terminate commitments of any such Class on a better   than a pro rata basis as compared to any other Class with a later Maturity   Date than such Class and (4) assignments and participations of Other   Revolving Credit Commitments and Other Revolving Credit Loans shall be   governed by the same assignment and participation provisions applicable to   Revolving Credit Commitments and Revolving Credit Loans. (b) The   effectiveness of any Refinancing Amendment shall be subject to the   satisfaction on the date thereof of each of the conditions set forth in   Section 4.02 (which, for the avoidance of doubt, shall not require compliance   with Section 7.09 for any incurrence of Other Term Loans) and, to the extent   reasonably requested by the Administrative Agent, receipt by the   Administrative Agent of (i) customary legal opinions, board resolutions and   officers’ certificates consistent with those delivered on the Closing Date   (conformed as appropriate) other than changes to such legal opinions   resulting from a change in law, change in fact or change to counsel’s form of   opinion reasonably satisfactory to the Administrative Agent and (ii)   reaffirmation agreements and/or such amendments to the Collateral Documents   -94-CG&R Draft 1000892582v1 Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










as may be   reasonably requested by the Administrative Agent in order to ensure that such   Credit Agreement Refinancing Indebtedness is provided with the benefit of the   applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing   Indebtedness under Section 2.15(a) shall be in an aggregate principal amount   that is (x) not less than $50,000,000 and (y) an integral multiple of   $5,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees   that this Agreement and the other Loan Documents may be amended pursuant to a   Refinancing Amendment, without the consent of any other Lenders, to the   extent (but only to the extent) necessary to (i) reflect the existence and   terms of the Credit Agreement Refinancing Indebtedness incurred pursuant   thereto and (ii) effect such other amendments to this Agreement and the other   Loan Documents as may be necessary or appropriate, in the reasonable opinion   of the Administrative Agent and the Borrower, to effect the provisions of this   Section 2.15, and the Required Lenders hereby expressly authorize the   Administrative Agent to enter into any such Refinancing Amendment. Section   2.16Extension Offers. (a) Pursuant to one or more offers made from time to   time by the Borrower to all Initial Term Lenders or all Tranche B-2 Term   Lenders, as applicable, with notice to the Administrative Agent, on a pro   rata basis (based on the aggregate outstanding Initial Term Loans) or Tranche   B-2 Term Loans, as applicable, each applicable Loan, an “Applicable Existing   Term Loan”) and on the same terms (“Term Pro Rata Extension Offers”), the   Borrower is hereby permitted to consummate transactions with individual Term   Lenders from time to time to extend the maturity date of such   Lender'sLender’s Applicable Existing Term Loans and to otherwise modify the   terms of such Lender’s Applicable Existing Term Loans pursuant to the terms   of the relevant Term Pro Rata Extension Offer (including without limitation   increasing the interest rate or fees payable in respect of such Lender’s   Applicable Existing Term Loans and/or modifying the amortization schedule in   respect of such Lender'sLender’s Applicable Existing Term Loans). Pursuant to   one or more offers made from time to time by the Borrower to all Revolving   Credit Lenders with notice to the Administrative Agent, on a pro rata basis   (based on the aggregate outstanding Revolving Credit Commitments) and on the   same terms (“Revolving Pro Rata Extension Offers” and, together with Term Pro   Rata Extension Offers, “Pro Rata Extension Offers”), the Borrower is hereby   permitted to consummate transactions with individual Revolving Credit Lenders   from time to time to extend the maturity date of such Lender'sLender’s   Revolving Credit Commitments and to otherwise modify the terms of such   Lender’s Revolving Credit Commitments pursuant to the terms of the relevant   Revolving Pro Rata Extension Offer (including without limitation increasing   the interest rate or fees payable in respect of such Lender’s Revolving   Credit Commitments). For the avoidance of doubt, the reference to “on the   same terms” in the preceding sentences shall mean, (i) when comparing Term   Pro Rata Extension Offers, that the Applicable Existing Term Loans are   offered to be extended for the same amount of time and that the interest rate   changes and fees payable in respect thereto are the same and (ii) when   comparing Revolving Pro Rata Extension Offers, that the Revolving Credit   Commitments are offered to be extended for the same amount of time and that   the interest rate changes and fees payable in respect thereto are the same.   Any such extension (an -95-CG&R Draft 1000892582v1 Last Saved: 08/19/2013   8:50 pm 1000892582 


    




 










“Extension”)   agreed to between the Borrower and any such Lender (an “Extending Lender”)   will be established under this Agreement by implementing an Incremental Term   Loan (provided that, for the avoidance of doubt, the implementation of an   Incremental Term Loan to establish an Extended Term Loan shall not count as   an Incremental Term Loan for purposes of calculating the Maximum Incremental   Facilities Amount) for such Lender (if such Lender is extending an existing   Applicable Existing Term Loan (such extended Term Loan, an “Extended Term   Loan”)) or a Revolving Commitment Increase for such Lender (if such Lender is   extending an existing Revolving Credit Commitment (such extended Revolving   Credit Commitment, an “Extended Revolving Credit Commitment”)). (b) The Borrower   and each Extending Lender shall execute and deliver to the Administrative   Agent an Incremental Assumption Agreement and such other documentation as the   Administrative Agent shall reasonably specify to evidence the Extended Term   Loans and/or Extended Revolving Credit Commitments of such Extending Lender.   Each Incremental Assumption Agreement shall specify the terms of the   applicable Extended Term Loans and/or Extended Revolving Credit Commitments;   provided that (i) except as to interest rates, fees, amortization, final   maturity date, collateral arrangements and voluntary and mandatory prepayment   arrangements (which shall, subject to clauses (ii) and (iii) of this proviso,   be determined by the Borrower and set forth in the Pro Rata Extension Offer),   the Extended Term Loans shall have (x) the same terms as the Applicable   Existing Term Loans from which such Extended Term Loans have been extended,   or (y) such other terms as shall be reasonably satisfactory to the   Administrative Agent, (ii) the final maturity date of anythe Extended Term   Loans shall be no earlier than the Maturity Date for the Applicable Existing   Term Loans from which such Extended Term Loans have been extended, (iii) the   Weighted Average Life to Maturity of anythe Extended Term Loans shall be no   shorter than the remaining Weighted Average Life to Maturity of the   Applicable Existing Term Loans from which such Extended Term Loans have been   extended and (iv) except as to interest rates, fees, final maturity,   collateral arrangements and voluntary and mandatory prepayment arrangements,   any Extended Revolving Credit Commitment shall be a Revolving Credit   Commitment with the same terms as the Revolving Credit Loans. Upon the   effectiveness of any Incremental Assumption Agreement, this Agreement shall   be amended to the extent necessary to reflect the existence and terms of the   Extended Term Loans and/or Extended Revolving Credit Commitments evidenced   thereby as provided for in Section 10.01 and other changes necessary to   preserve the intent of this Agreement. Any such deemed amendment may, at the   Administrative Agent’s or the Borrower’s request, be memorialized in writing   by the Administrative Agent and the Borrower and furnished to the other   parties hereto. (c) Upon the effectiveness of any such Extension, the   applicable Extending Lender’s Applicable Existing Term Loan will be   automatically designated an Extended Term Loan and/or such Extending Lender’s   Revolving Credit Commitment will be automatically designated an Extended   Revolving Credit Commitment.For the avoidance of doubt, the commitments and   obligations of any Swing Line Lender or L/C Issuer can only be extended   pursuant to an Extension or otherwise with such Person’s consent. (d)   Notwithstanding anything to the contrary set forth in this Agreement or any   other Loan Document (including without limitation this Section 2.16), (i) no   Extended Term Loan or Extended Revolving Credit Commitment is required to be   in any minimum amount or -96-CG&R Draft 1000892582v1 Last Saved:   08/19/2013 8:50 pm 1000892582 


    




 










any minimum   increment; provided that the aggregate amount of Extended Term Loans or   Extended Revolving Credit Commitment for any new Class of Term Loans or   Revolving Credit Commitments made in connection with any Pro Rata Extension   Offer shall be at least $50,000,000, (ii) any Extending Lender may extend all   or any portion of its Applicable Existing Term Loans and/or Revolving Credit   Commitment pursuant to one or more Pro Rata Extension Offers (subject to   applicable proration in the case of over participation) (including the   extension of any Extended Term Loan and/or Extended Revolving Credit   Commitment), (iii) there shall be no condition to any Extension of any Loan   or Revolving Credit Commitment at any time or from time to time other than   notice to the Administrative Agent of such Extension and the terms of the   Extended Term Loan or Extended Revolving Credit Commitment implemented   thereby, (iv) the interest rate limitations referred to in the proviso to   clause (d) of Section 2.14(a) shall not be implicated by any Extension and   (v) all Extended Term Loans, Extended Revolving Credit Commitments and all   obligations in respect thereof shall be Obligations under this Agreement and   the other Loan Documents that are secured by the Collateral on a pari passu   basis with all other Obligations under this Agreement and the other Loan   Documents. (e) Each extension shall be consummated pursuant to procedures set   forth in the associated Pro Rata Extension Offer; provided that the Borrower   shall cooperate with the Administrative Agent prior to making any Pro Rata   Extension Offer to establish reasonable procedures with respect to mechanical   provisions relating to such Extension, including, without limitation, timing,   rounding and other adjustments. (f) (i) Notwithstanding the foregoing, from   time to time after the Closing Date, upon notice by the Borrower to the   Administrative Agent, banks or other financial institutions (“New Revolving   Commitment Lenders”), which may or may not be existing Lenders, may elect to   provide a new Revolving Credit Commitment (a “New Revolving Credit   Commitment”) hereunder; provided that, to the extent such banks or other   financial institutions are not existing Lenders, such banks or institutions   shall be reasonably acceptable to the Administrative Agent. Such New   Revolving Credit Commitment will be in an amount (the “New Revolving Amount”)   and have the terms specified in the notice to the Administrative Agent;   provided that except as to interest rates, fees, final maturity, subordinated   collateral arrangements and subordinated voluntary and mandatory prepayment   arrangements, any New Revolving Credit Commitment shall be a Revolving Credit   Commitment with the same terms as the Revolving Credit Loans. Upon receipt of   a New Revolving Credit Commitment, the Borrower shall make a Pro Rata   Extension Offer to all existing Revolving Credit Lenders to extend the   maturity date of their Revolving Credit Commitments on the same terms as the   New Revolving Credit Commitment (each Revolving Credit Lender that accepts   such Pro Rata Extension Offer, an “Electing Lender”, and each existing   Revolving Credit Lender that is not an Electing Lender, a “Non-Electing   Lender”). Following such election (i) the Revolving Credit Commitments of all   existing Revolving Credit Lenders will be permanently reduced by an aggregate   amount equal to the New Revolving Amount in the manner specified by Section   2.06(b) and (ii) the New Revolving Credit Commitment of the New Revolving   Commitment Lenders will become effective and the aggregate Revolving Credit   Commitment shall be increased by the New Revolving Amount. In connection with   the foregoing, each Electing Lender may further elect (a -97-Last Saved:   08/19/2013 8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










“Further   Election”) to provide a New Revolving Credit Commitment hereunder in an   amount such that after giving effect to all New Revolving Credit Commitments,   the amount of such Electing Lender’s Revolving Credit Commitment will equal the   amount of such Electing Lender’s Revolving Credit Commitment prior to any   such reduction. In the event any Electing Lender has made a Further Election,   the reduction of all Revolving Credit Commitments contemplated by the second   preceding sentence will instead be made in an aggregate amount to reflect the   New Revolving Amount of the New Revolving Commitment Lenders and the new   commitments of all Electing Lenders making a Further Election. Subject to the   foregoing, the New Revolving Credit Commitments of the New Revolving   Commitment Lenders and the new commitments of all Electing Lenders making a   Further Election will otherwise be incorporated as Revolving Credit   Commitments hereunder in the same manner in which Extended Revolving Credit   Commitments are incorporated hereunder pursuant to this Section 2.16,   including without limitation for purposes of Section 2.16(e). (ii) For the   avoidance of doubt, after giving effect to such New Revolving Credit   Commitments, (1) the aggregate amount of Revolving Credit Commitments of all   Classes derived from each Class in effect prior to such New Revolving Credit   Commitments will be the same as the aggregate amount of Revolving Credit   Commitments of each Class in effect prior to giving effect to such New   Revolving Credit Commitments (“Pre-Effectiveness”), (2) the Revolving Credit   Lenders that are Non-Electing Lenders will have Revolving Credit Commitments   with the same terms as the Revolving Credit Commitment in effect   Pre-Effectiveness, (3) the Revolving Credit Lenders that are Electing Lenders   will have Revolving Credit Commitments with the same terms as the New   Revolving Credit Commitment, (4) each Revolving Credit Lender that is an   Electing Lender that has made a Further Election will have an aggregate   amount of Revolving Credit Commitments equal to the amount of Revolving   Credit Commitments it had Pre-Effectiveness and (5) the New Revolving   Commitment Lender will have a Revolving Credit Commitment on the terms of the   New Revolving Credit Commitment in an aggregate amount equal to the New   Revolving Amount. Section 2.17Defaulting Lenders. (a) Reallocation of   Participations to Reduce Fronting Exposure. All or any part of a Defaulting   Lender’s participation in L/C Obligations and Swing Line Loans shall be   reallocated among the Non-Defaulting Lenders in accordance with their   respective Applicable Percentages (calculated without regard to such   Defaulting Lender’s Commitment) but only to the extent that (x) the   conditions set forth in Section 4.02 are satisfied at the time of such   reallocation (and, unless the Borrower shall have otherwise notified the   Administrative Agent at such time, the Borrower shall be deemed to have   represented and warranted that such conditions are satisfied at such time),   and (y) such reallocation does not cause the aggregate Revolving Credit   Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s   Revolving Commitment. No reallocation hereunder shall constitute a waiver or   release of any claim of any party hereunder against a Defaulting Lender   arising from that Lender having become a Defaulting Lender, including any   claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s   increased exposure following such reallocation. -98-Last Saved: 08/19/2013   8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










(b) Cash   Collateral, Repayment of Swing Line Loans. If the reallocation described in   Section 2.17(a) cannot, or can only partially, be effected, the Borrower   shall, without prejudice to any right or remedy available to it hereunder or   under law, (x) first, prepay Swing Line Loans in an amount equal to the Swing   Line Lenders’ Fronting Exposure and (y) second, Cash Collateralize the L/C   Issuers’ Fronting Exposure in accordance with the procedures set forth in Section   2.03(g). (c) New Swing Line Loans/Letters of Credit. Notwithstanding anything   in this Agreement to the contrary, so long as any Lender is a Defaulting   Lender, (i) the Swing Line Lender shall not be required to fund any Swing   Line Loans unless it is satisfied that it will have no Fronting Exposure   after giving effect to such Swing Line Loan and (ii) no L/C Issuer shall be   required to issue, extend, renew or increase any Letter of Credit unless it   is satisfied that it will have no Fronting Exposure after giving effect   thereto. ARTICLE III. Taxes, Increased Costs Protection and Illegality   Section 3.01Taxes. (a) Any and all payments by any Loan Party to or for the   account of any Agent or any Lender under any Loan Document shall be made free   and clear of and without deduction for any Taxes, except as required by   applicable Law. If any Withholding Agent shall be required by any Laws to   deduct any Taxes from or in respect of any sum paid or payable under any Loan   Document to any Agent or any Lender, (i) if the Tax in question is an   Indemnified Tax or Other Tax, the sum payable shall be increased as necessary   so that after all required deductions have been made (including deductions   applicable to additional sums payable under this Section 3.01), each of such   Agent and such Lender receives an amount equal to the sum it would have   received had no such deductions been made, (ii) the applicable Withholding   Agent shall make such deductions, (iii) the applicable Withholding Agent   shall pay the full amount deducted to the relevant Governmental Authority in   accordance with applicable Laws, and (iv) within thirty (30) days after the   date of such payment (or, if receipts or evidence are not available within   thirty (30) days, as soon as possible thereafter), the Borrower shall furnish   to such Agent or Lender (as the case may be) the original or a copy of a   receipt evidencing payment thereof or other evidence acceptable to such Agent   or Lender. (b) In addition, the Borrower and Guarantors agree to pay any and   all present or future stamp, court or documentary Taxes and any other excise,   property, intangible or mortgage recording Taxes which arise from any payment   made under any Loan Document or from the execution, delivery, performance,   enforcement or registration of, or otherwise with respect to, any Loan   Document, excluding any such Taxes imposed as a result of an assignment by a   Lender (other than an assignment made pursuant to Section 10.13) that are   imposed as a result of a present or former connection of the assignor or assignee   with the jurisdiction imposing such Tax (other than any connection arising   from having executed, delivered, enforced, become a party to, performed its   obligations under, received payments under, received or perfected a security   interest under, engaged in any other transaction pursuant to, and/or   enforced, any Loan Documents) (hereinafter referred to as “Other Taxes”).   -99-CG&R Draft 1000892582v1 Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










(c) The   Borrower and each Guarantor agrees to indemnify each Agent and each Lender,   within 10 days after written demand therefor, for (i) the full amount of any   Indemnified Taxes and Other Taxes (including Indemnified Taxes and Other   Taxes imposed on or attributable to amounts payable under this Section 3.01)   payable by such Agent or Lender, whether or not such Taxes were correctly or   legally imposed or asserted by the Governmental Authority. A certificate as   to the amount of such payment or liability prepared in good faith and   delivered by a Lender or by the Administrative Agent on its own behalf or on   behalf of a Lender shall be conclusive absent manifest error. (d) Status of   Lenders. Each Lender shall, at such times as are reasonably requested by the   Borrower or the Administrative Agent, provide the Borrower and the   Administrative Agent with any documentation prescribed by any Laws or   reasonably requested by the Borrower or the Administrative Agent certifying   as to any entitlement of such Lender to an exemption from, or reduction in,   any applicable withholding Tax with respect to any payments to be made to   such Lender under any Loan Document. Each such Lender shall, whenever a lapse   in time or change in circumstances renders any such documentation (including   any specific documentation required below in this Section 3.01(d)) obsolete,   expired or inaccurate in any respect, deliver promptly to the Borrower and   the Administrative Agent updated or other appropriate documentation   (including any new documentation reasonably requested by the Borrower or the   Administrative Agent) or promptly notify the Borrower and the Administrative   Agent in writing of its legal ineligibility to do so. Without limiting the   generality of the foregoing: (1) (1) Each U.S. Lender shall deliver to the   Borrower and the Administrative Agent on or before the date on which it   becomes a party to this Agreement two properly completed and duly signed   original copies of IRS Form W-9 certifying that such Lender is exempt from   U.S. federal backup withholding. (2) (2) Each Foreign Lender shall deliver to   the Borrower and the Administrative Agent on or before the date on which it   becomes a party to this Agreement whichever of the following is applicable:   (A) (A) two properly completed and duly signed original copies of IRS Form   W-8BENBEN-E (or any successor forms) claiming eligibility for the benefits of   an income tax treaty to which the United States is a party, (B) (B) two   properly completed and duly signed original copies of IRS Form W-8ECI (or any   successor forms), (C) (C) in the case of a Foreign Lender claiming the   benefits of the exemption for portfolio interest under Section 871(h) or   Section 881(c) of the Code, (A) two properly completed and duly signed   certificates substantially in the form of Exhibit J (any such certificate, a   “United States Tax Compliance Certificate”) and (B) two properly completed   and duly signed original copies of IRS Form W-8BENBEN-E (or any successor   forms), -100-CG&R Draft 1000892582v1 Last Saved: 08/19/2013 8:50 pm 1000892582   


    




 










(D) (D) to the   extent a Foreign Lender is not the beneficial owner (for example, where the   Foreign Lender is a partnership or a participating Lender), IRS Form W-8IMY   (or any successor forms) of the Foreign Lender, accompanied by a Form W-8ECI,   W-8BENBEN-E, United States Tax Compliance Certificate, Form W-9, Form W-8IMY   or any other required information (or any successor forms) from each   beneficial owner that would be required under this Section 3.01(d) if such   beneficial owner were a Lender, as applicable (provided that if the Foreign   Lender is a partnership (and not a participating Lender) and one or more   direct or indirect partners are claiming the portfolio interest exemption,   the United States Tax Compliance Certificate may be provided by such Foreign   Lender on behalf of such direct or indirect partner(s)), or (E) (E) two   properly completed and duly signed original copies of any other form   prescribed by applicable U.S. federal income tax laws (including the Treasury   Regulations) as a basis for claiming a complete exemption from, or a   reduction in, United States federal withholding tax on any payments to such   Lender under the Loan Documents. (3) (3) If a payment made to a Lender under   any Loan Document would be subject to U.S. federal withholding Tax imposed by   FATCA if such Lender were to fail to comply with the applicable reporting   requirements of FATCA (including those contained in Sections 1471(b) or   1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower   and the Administrative Agent at the time or times prescribed by law and at   such time or times reasonably requested by the Borrower or the Administrative   Agent such documentation prescribed by applicable law (including as   prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional   documentation reasonably requested by the Borrower or the Administrative   Agent as may be necessary for the Borrower and the Administrative Agent to   comply with their FATCA obligations, to determine whether such Lender has or   has not complied with such Lender’s FATCA obligations and to determine the   amount, if any, to deduct and withhold from such payment. Notwithstanding any   other provision of this Section 3.01(d), a Lender shall not be required to   deliver any documentation that such Lender is not legally eligible to   deliver. (e) Any Lender claiming any additional amounts payable pursuant to   this Section 3.01 shall use its reasonable efforts to change the jurisdiction   of its Lending Office if such a change would reduce any such additional   amounts in the future and would not, in the sole determination of such   Lender, result in any unreimbursed cost or expense or be otherwise materially   disadvantageous to such Lender. (f) If any Lender or Agent determines, in its   sole discretion, that it has received a refund in respect of any Indemnified   Taxes or Other Taxes as to which indemnification or additional amounts have   been paid to it pursuant to this Section 3.01, it shall promptly remit an   amount equal to such refund to the Borrower or applicable Guarantor, net of   all out-of-pocket expenses of such Lender or Agent (including any Taxes   imposed with respect to such refund) and without interest (other than any   interest paid by the relevant Governmental -101-CG&R Draft 1000892582v1   Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










Authority with   respect to such refund); provided that the Borrower and Guarantors, upon the   request of such Lender or Agent, agree promptly to return such refund (plus   any penalties, interest or other charges imposed by the relevant Governmental   Authority) to such Lender or Agent, as applicable, in the event such Lender   or Agent is required to repay such refund to the relevant Governmental   Authority. This Section 3.01(f) shall not be construed to require any Lender   or Agent to make available its Tax returns (or any other information relating   to its Taxes that it deems confidential) to any Loan Party or any other   Person. (g) For the avoidance of doubt, the term “Lender” shall, for purposes   of this Section 3.01, include any Swing Line Lender and any L/C Issuer.   Section 3.02Illegality. If any Lender determines in good faith in its   reasonable discretion that any Law has made it unlawful, or that any   Governmental Authority has asserted that it is unlawful, for any Lender or   its applicable Lending Office to make, maintain or fund Loans whose interest   is determined by reference to the Eurodollar Rate, or to determine or charge   interest rates based upon the Eurodollar Rate, or any Governmental Authority   has imposed material restrictions on the authority of such Lender to purchase   or sell, or to take deposits of, Dollars in the London interbank market,   then, on notice thereof by such Lender to the Borrower through the   Administrative Agent, (i) any obligation of such Lender to make or continue   Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans   shall be suspended, and (ii) if such notice asserts the illegality of such   Lender making or maintaining Base Rate Loans the interest rate on which is   determined by reference to the Eurodollar Rate component of the Base Rate,   the interest rate on which Base Rate Loans of such Lender shall, if necessary   to avoid such illegality, be determined by the Administrative Agent without   reference to the Eurodollar Rate component of the Base Rate, in each case   until such Lender notifies the Administrative Agent and the Borrower that the   circumstances giving rise to such determination no longer exist. Upon receipt   of such notice, (x) the Borrower shall, upon demand from such Lender (with a   copy to the Administrative Agent), prepay or, if applicable, convert all   Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on   which Base Rate Loans of such Lender shall, if necessary to avoid such   illegality, be determined by the Administrative Agent without reference to   the Eurodollar Rate component of the Base Rate), either on the last day of   the Interest Period therefor, if such Lender may lawfully continue to   maintain such Eurodollar Rate Loans to such day, or immediately, if such   Lender may not lawfully continue to maintain such Eurodollar Rate Loans and   (y) if such notice asserts the illegality of such Lender determining or   charging interest rates based upon the Eurodollar Rate, the Administrative   Agent shall during the period of such suspension compute the Base Rate   applicable to such Lender without reference to the Eurodollar Rate component   thereof until the Administrative Agent is advised in writing by such Lender   that it is no longer illegal for such Lender to determine or charge interest   rates based upon the Eurodollar Rate. Upon any such prepayment or conversion,   the Borrower shall also pay accrued interest on the amount so prepaid or   converted. -102-Last Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1   1000892582 


    




 










Section   3.03Inability to Determine Rates. If in connection with any request for a   Eurodollar Rate Loan or a conversion to or continuation thereof that (a) the   Administrative Agent determines that (i) Dollar deposits are not being   offered to banks in the London interbank eurodollar market for the applicable   amount and Interest Period of such Eurodollar Rate Loan or (ii) adequate and   reasonable means do not exist for determining the Eurodollar Rate for any requested   Interest Period with respect to a proposed Eurodollar Rate Loan or in   connection with an existing or proposed Base Rate Loan, or (b) the Required   Lenders determine that for any reason the Eurodollar Rate for any requested   Interest Period with respect to a proposed Eurodollar Rate Loan does not   adequately and fairly reflect the cost to such Lenders of funding such Loan,   the Administrative Agent will promptly so notify the Borrower and each   Lender. Thereafter, (x) the obligation of the Lenders to make or maintain   Eurodollar Rate Loans shall be suspended (to the extent of the affected   Eurodollar Rate Loans or Interest Periods), and (y) in the event of a   determination described in the preceding sentence with respect to the   Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar   Rate component in determining the Base Rate shall be suspended, in each case   until the Administrative Agent (upon the instruction of the Required Lenders)   revokes such notice. Upon receipt of such notice, the Borrower may revoke any   pending request for a Borrowing of, conversion to or continuation of   Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or   Interest Periods) or, failing that, will be deemed to have converted such   request into a request for a committed Borrowing of Base Rate Loans in the   amount specified therein. Section 3.04Increased Cost and Reduced Return;   Capital Adequacy; Reserves on Eurodollar Rate Loans. (a) Increased Costs   Generally. If any Change in Law shall: (i) (i) impose, modify or deem   applicable any reserve, special deposit, compulsory loan, insurance charge or   similar requirement against assets of, deposits with or for the account of,   or credit extended or participated in by, any Lender (except any reserve requirement   contemplated by Section 3.04(d)) or the L/C Issuer; (ii) (ii) subject any   Lender or the L/C Issuer to any Tax of any kind whatsoever with respect to   this Agreement, any Letter of Credit, any participation in a Letter of Credit   or any Loan made by it, or change the basis of taxation of payments to such   Lender or the L/C Issuer in respect thereof (except for (i) Indemnified Taxes   or Other Taxes indemnifiable under Section 3.01 and (ii) Excluded Taxes); or   (iii) (iii) impose on any Lender or the L/C Issuer or the London interbank   market any other condition, cost or expense affecting this Agreement or   Eurodollar Rate Loans made by such Lender or any Letter of Credit or   participation therein; and the result of any of the foregoing shall be to   increase the cost to such Lender of making or maintaining any Loan the   interest on which is determined by reference to the Eurodollar Rate (or, in   the case of clause (ii) above, any Loan), or of maintaining its -103-CG&R   Draft 1000892582v1 Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










obligation to   make any such Loan, or to increase the cost to such Lender or the L/C Issuer   of participating in, issuing or maintaining any Letter of Credit (or of   maintaining its obligation to participate in or to issue any Letter of   Credit), or to reduce the amount of any sum received or receivable by such   Lender or the L/C Issuer hereunder (whether of principal, interest or any   other amount) then, upon request of such Lender or the L/C Issuer, the   Borrower will pay to such Lender or the L/C Issuer, as the case may be, such   additional amount or amounts as will compensate such Lender or the L/C   Issuer, as the case may be, for such additional costs incurred or reduction   suffered, to the extent such compensation is sought from similarly situated   borrowers. (b) Capital Requirements. If any Lender or the L/C Issuer   determines in good faith in its reasonable discretion that any Change in Law   affecting such Lender or the L/C Issuer or any Lending Office of such Lender   or such Lender’s or the L/C Issuer’s holding company, if any, regarding   capital or liquidity requirements has or would have the effect of reducing   the rate of return on such Lender’s or the L/C Issuer’s capital or on the   capital of such Lender’s or the L/C Issuer’s holding company, if any, as a   consequence of this Agreement, the Commitments of such Lender or the Loans   made by, or participations in Letters of Credit held by, such Lender, or the   Letters of Credit issued by the L/C Issuer, to a level below that which such   Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company   could have achieved but for such Change in Law (taking into consideration   such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s   or the L/C Issuer’s holding company with respect to capital adequacy or   liquidity), then, to the extent such compensation is sought from similarly   situated borrowers, the Borrower, upon request of such Lender or the L/C   Issuer, as the case may be, will pay to such Lender or the L/C Issuer such   additional amount or amounts as will compensate such Lender or the L/C Issuer   or such Lender’s or the L/C Issuer’s holding company for any such reduction   suffered. (c) Certificates for Reimbursement. A certificate of a Lender or   the L/C Issuer setting forth the amount or amounts necessary to compensate   such Lender or the L/C Issuer or its holding company, as the case may be, as   specified in subsection (a) or (b) of this Section and delivered to the   Borrower shall be conclusive absent manifest error. The Borrower shall pay   such Lender or the L/C Issuer, as the case may be, the amount shown as due on   any such certificate within 10 days after receipt thereof. (d) Reserves on   Eurodollar Rate Loans. The Borrower shall pay to each Lender, as long as such   Lender shall be required to maintain reserves with respect to liabilities or   assets consisting of or including Eurocurrency funds or deposits (currently   known as “Eurocurrency liabilities”), additional interest on the unpaid   principal amount of each Eurodollar Rate Loan equal to the actual costs of   such reserves allocated to such Loan by such Lender (as determined by such   Lender in good faith, which determination shall be conclusive absent manifest   error), which shall be due and payable on each date on which interest is   payable on such Loan, provided the Borrower shall have received at least 10   days’ prior notice (with a copy to the Administrative Agent) of such   additional interest from such Lender. If a Lender fails to give notice 10   days prior to the relevant Interest Payment Date, such additional interest   shall be due and payable 10 days from receipt of such notice. -104-Last   Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










Section   3.05Funding Losses. Upon demand of any Lender (with a copy to the Administrative   Agent) from time to time, the Borrower shall promptly compensate such Lender   for and hold such Lender harmless from any loss, cost or expense actually   incurred by it as a result of: (a) any continuation, conversion, payment or   prepayment of any Eurodollar Rate Loan of the Borrower on a day other than   the last day of the Interest Period for such Loan; (b) any failure by the   Borrower (for a reason other than the failure of such Lender to make a Loan)   to prepay, borrow, continue or convert any Eurodollar Rate Loan of the   Borrower on the date or in the amount notified by the Borrower; or (c) any   assignment of a Eurodollar Rate Loan on a day other than the last day of the   Interest Period therefor as a result of a request by the Borrower pursuant to   Section 10.13; including any loss or expense arising from the liquidation or   reemployment of funds obtained by it to maintain such Loan or from fees   payable to terminate the deposits from which such funds were obtained. The   Borrower shall also pay any customary administrative fees charged by such   Lender in connection with the foregoing. Section 3.06Matters Applicable to   All Requests for Compensation. (a) Any Agent or any Lender claiming   compensation under this Article III shall deliver a certificate to the Borrower   setting forth the additional amount or amounts to be paid to it hereunder   which shall be conclusive in the absence of manifest error. In determining   such amount, such Agent or such Lender may use any reasonable averaging and   attribution methods. (b) Failure or delay on the part of any Lender or the   L/C Issuer to demand compensation pursuant to Section 3.01, 3.02, 3.03 or   3.04 shall not constitute a waiver of such Lender’s or the L/C Issuer’s right   to demand such compensation, provided that the Borrower shall not be required   to compensate such Lender for any amount incurred more than one hundred and   eighty (180) days prior to the date that such Lender notifies the Borrower of   the event that gives rise to such claim; provided that, if the circumstance giving   rise to such claim is retroactive, then such 180-day period referred to above   shall be extended to include the period of retroactive effect thereof. If any   Lender requests compensation by the Borrower under Section 3.04, the Borrower   may, by notice to such Lender (with a copy to the Administrative Agent),   suspend the obligation of such Lender to make or continue from one Interest   Period to another applicable Eurodollar Rate Loans, or, if applicable, to   convert Base Rate Loans into Eurodollar Rate Loans, until the event or   condition giving rise to such request ceases to be in effect (in which case   the provisions of Section 3.06(c) shall be applicable); provided that such   suspension shall not affect the right of such Lender to receive the   compensation so requested. -105-Last Saved: 08/19/2013 8:50 pm CG&R Draft   1000892582v1 1000892582 


    




 










(c) If the   obligation of any Lender to make or continue any Eurodollar Rate Loan, or to   convert Base Rate Loans into Eurodollar Rate Loans shall be suspended   pursuant to Section 3.06(b) hereof, such Lender’s applicable Eurodollar Rate   Loans shall be automatically converted into Base Rate Loans (or, if such   conversion is not possible, repaid) on the last day(s) of the then current   Interest Period(s) for such Eurodollar Rate Loans (or, in the case of an   immediate conversion required by Section 3.02, on such earlier date as   required by Law) and, unless and until such Lender gives notice as provided   below that the circumstances specified in Section 3.01, 3.02, 3.03 or 3.04   hereof that gave rise to such conversion no longer exist: (i) to the extent   that such Lender’s Eurodollar Rate Loans have been so converted, all payments   and prepayments of principal that would otherwise be applied to such Lender’s   applicable Eurodollar Rate Loans shall be applied instead to its Base Rate   Loans; and (ii) all Loans that would otherwise be made or continued from one   Interest Period to another by such Lender as Eurodollar Rate Loans shall be   made or continued instead as Base Rate Loans (if possible), and all Base Rate   Loans of such Lender that would otherwise be converted into Eurodollar Rate   Loans shall remain as Base Rate Loans. (d) If any Lender gives notice to the   Borrower (with a copy to the Administrative Agent) that the circumstances   specified in Section 3.01, 3.02, 3.03 or 3.04 hereof that gave rise to the   conversion of any of such Lender’s Eurodollar Rate Loans pursuant to this   Section 3.06 no longer exist (which such Lender agrees to do promptly upon   such circumstances ceasing to exist) at a time when Eurodollar Rate Loans   made by other Lenders under the applicable Facility are outstanding, if   applicable, such Lender’s Base Rate Loans shall be automatically converted,   on the first day(s) of the next succeeding Interest Period(s) for such   outstanding Eurodollar Rate Loans, to the extent necessary so that, after   giving effect thereto, all Loans held by the Lenders holding Eurodollar Rate   Loans under such Facility and by such Lender are held pro rata (as to   principal amounts, interest rate basis, and Interest Periods) in accordance   with their respective Commitments for the applicable Facility. Section   3.07Replacement of Lenders under Certain Circumstances. (a) (a)Designation of   a Different Lending Office. If any Lender requests compensation under Section   3.04, or the Borrower is required to pay any additional amount to any Lender,   the L/C Issuer, or any Governmental Authority for the account of any Lender   or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice   pursuant to Section 3.02, then such Lender or the L/C Issuer shall, as   applicable, use reasonable efforts to designate a different Lending Office   for funding or booking its Loans hereunder or to assign its rights and   obligations hereunder to another of its offices, branches or affiliates, if,   in the reasonable judgment of such Lender or the L/C Issuer, such designation   or assignment (i) would eliminate or reduce amounts payable pursuant to   Section 3.01 or 3.04, as the case may be, in the future, or eliminate the   need for the notice pursuant to Section 3.02, as applicable, and (ii) in each   case, would not subject such Lender or the L/C Issuer, as the case may be, to   -106-CG&R Draft 1000892582v1 Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










any   unreimbursed cost or expense and would not otherwise be materially   disadvantageous to such Lender or the L/C Issuer, as the case may be. The   Borrower hereby agrees to pay all reasonable costs and expenses incurred by   any Lender or the L/C Issuer in connection with any such designation or   assignment. (b) Replacement of Lenders. If any Lender requests compensation   under Section 3.04, or if the Borrower is required to pay any additional   amount to any Lender or any Governmental Authority for the account of any   Lender pursuant to Section 3.01, the Borrower may replace such Lender in   accordance with Section 10.13. Section 3.08Survival. All of the Borrower’s   obligations under this Article III shall survive termination of the Aggregate   Commitments, repayment of all other Obligations hereunder, resignation of the   Administrative Agent and any assignment of rights by, or replacement of, a   Lender or L/C Issuer. ARTICLE IV. Conditions Precedent to Credit Extensions   Section 4.01Conditions of Initial Credit Extension. The obligation of the L/C   Issuer and each Lender to make its initial Credit Extension hereunder (other   than a Certain Funds Credit Extension) is subject to satisfaction or waiver   of the following conditions precedent: (a) (a) The Administrative Agent’s receipt   of the following, each of which shall be originals unless otherwise   specified, each properly executed by a Responsible Officer of the signing   Loan Party, each dated the Closing Date (or, in the case of certificates of   governmental officials, a recent date before the Closing Date) and each in   form and substance reasonably satisfactory to the Administrative Agent and   each of the Lenders: (i) (i) executed counterparts of this Agreement,   sufficient in number for distribution to the Administrative Agent, each   Lender and the Borrower; (ii) (ii) a Note executed by the Borrower in favor   of each Lender requesting a Note; (iii) (iii) a security agreement, in   substantially the form of Exhibit F hereto (together with each security   agreement supplement delivered pursuant to Section 6.11, in each case as   amended, the “Security Agreement”), duly executed by each Loan Party,   together with: (A) (A) certificates and instruments representing the   Collateral referred to therein accompanied by undated stock powers or instruments   of transfer executed in blank, -107-Last Saved: 08/19/2013 8:50 pm CG&R   Draft 1000892582v1 1000892582 


    




 










(B) (B) proper   financing statements in form appropriate for filing under the Uniform   Commercial Code of all jurisdictions that the Administrative Agent may deem   necessary or desirable in order to perfect the Liens created under the   Security Agreement, covering the Collateral described in the Security   Agreement, (C) (C) copies of UCC, United States Patent and Trademark Office   and United States Copyright Office, tax and judgment lien searches, or   equivalent reports or searches, each of a recent date listing all effective   financing statements, lien notices or comparable documents (together with   copies of such financing statements and documents) that name any Loan Party   as debtor and that are filed in those state and county jurisdictions in which   any Loan Party is organized or maintains its principal place of business and   such other searches that are required by the Perfection Certificate or that   the Administrative Agent reasonably deems necessary or appropriate, none of   which encumber the Collateral covered or intended to be covered by the   Collateral Documents (other than Permitted Liens), (D) Parties, and (D) a   Perfection Certificate duly executed by each of the Loan (E) (E) a Copyright   Security Agreement, Patent Security Agreement and Trademark Security Agreement   (as each such term is defined in the Security Agreement and to the extent   applicable) (together with each other intellectual property security   agreement delivered pursuant to Section 6.11, in each case as amended or   supplemented, the “Intellectual Property Security Agreement”), duly executed   by each applicable Loan Party, together with evidence that all action that   the Administrative Agent may reasonably deem necessary or desirable in order   to perfect the Liens created under the Intellectual Property Security   Agreement has been taken; provided, however, that, to the extent any security   interest in any Collateral is not or cannot be provided and/or perfected on   the Closing Date (other than the pledge and perfection of the security   interests in (1) the certificated equity securities of any material wholly   owned U.S. subsidiary of the Borrower, (2) intellectual property pursuant to   filings with the United States Patent and Trademark Office and the United   States Copyright Office and (3) other assets with respect to which a lien may   be perfected by the filing of a financing statement under the UCC) after the   Borrower’s use of commercially reasonable efforts to do so or without undue   burden or expense, then the provision and/or perfection of a security   interest in such Collateral shall not constitute a condition precedent to the   availability of the initial Credit Extension on the Closing Date but instead   shall be required to be delivered and/or perfected in the manner and during   the period required by Schedule 4.01(a)(iii). (iv) (iv) such certificates of   resolutions or other action, incumbency certificates and/or other   certificates of Responsible Officers of each Loan Party as the Administrative   Agent may reasonably require evidencing the identity, authority and -108-CG&R   Draft 1000892582v1 Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










capacity of   each Responsible Officer thereof authorized to act as a Responsible Officer   in connection with this Agreement and the other Loan Documents to which such   Loan Party is a party or is to be a party; (v) (v) such documents and   certifications as the Administrative Agent may reasonably require to evidence   that each Loan Party is duly organized or formed; (vi) (vi) a favorable   opinion of Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Loan   Parties, addressed to the Administrative Agent and each Lender, in a form   reasonably satisfactory to the Administrative Agent and the Arrangers;   (vii)(vii)[reserved]; (viii)(viii)a certificate signed by a Responsible   Officer of the Borrower certifying that the conditions specified in Sections   4.02(i) and (ii) have been satisfied; (ix) (ix) (i) audited financial   statements of the Borrower for each of the three fiscal years immediately   preceding the initial funding ended more than 90 days prior to the Closing   Date; and (ii) unaudited financial statements of the Borrower for any fiscal   quarter ended after the date of the most recent audited financial statements   of such Person and more than 45 days prior to the Closing Date; (x) (x) a   certificate attesting to the Solvency of the Borrower and its Subsidiaries on   a consolidated basis, before and after giving effect to the Transaction, from   the Borrower’s chief financial officer, substantially in the form of Exhibit   K hereto; (xi) (xi) at least five Business Days prior to the Closing Date,   all documentation and other information required by regulatory authorities   with respect to the Borrower reasonably requested by the Initial Lenders   under applicable “know your customer” and anti-money laundering rules and   regulations, including without limitation the USA Patriot Act, to the extent   requested at least 10 days prior to the Closing Date; and (xii) (xii) (A) the   terms of the Stock Purchase Agreement will be reasonably satisfactory to the   Arrangers; provided that the Arrangers acknowledge that the Stock Purchase   Agreement dated as of July 25, 2013 is reasonably satisfactory to the   Arrangers and (B) no conditions precedent to the consummation of the Stock   Buy-Back or other provision in the Stock Purchase Agreement dated as of July   25, 2013 shall have been waived, modified, supplemented or amended (and no   consent granted), in a manner materially adverse to the Arrangers or the   Lenders in their capacities as Lenders, in each case without the consent of   the Arrangers, not to be unreasonably withheld or delayed (it being understood   and agreed that any increase or reduction in the purchase price shall not be   deemed to be materially adverse to the Lenders; provided that (i) any   increase in the purchase price shall be funded solely by the available   domestic cash of the Borrower and its Subsidiaries (the “Domestic Cash”)   -109-CG&R Draft 1000892582v1 Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










and (ii) any   reduction shall be allocated to ratably reduce the Domestic Cash, the Senior   Notes (or bridge loans in lieu of the Senior Notes and/or any other   securities issued or incurred in lieu of such bridge loans) and the Loans in   proportion to the actual percentages that the amount of Domestic Cash, the   Senior Notes (or bridge loans in lieu of the Senior Notes and/or any other   securities issued or incurred in lieu of such bridge loans) and the Loan bear   to the pro forma total capitalization of the Borrower and its Subsidiaries   after giving effect to the Stock Buy-Back). (b) (b) To the extent invoiced at   least three Business Days prior to the Closing Date, (i) all fees required to   be paid to the Administrative Agent and the Arranger on or before the Closing   Date shall have been paid and (ii) all fees required to be paid to the   Lenders on or before the Closing Date shall have been paid. (c) (c) Unless   waived by the Administrative Agent, the Borrower shall have paid all fees,   charges and disbursements of counsel to the Administrative Agent (directly to   such counsel if requested by the Administrative Agent) to the extent invoiced   at least two Business Days prior to the Closing Date. (d) (d) Except as has   been disclosed in the Borrower’s public filings with the SEC as of the date   hereof (excluding any risk factor disclosures set forth under the heading   “Risk Factors” or any disclosure of risks included in any “forward-looking   statements” disclaimer to the extent that such disclosures are general in   nature, or cautionary, predictive or forward-looking in nature), since   December 31, 2012, there has not occurred any event that has had or would   reasonably be expected to have a Company Material Adverse Effect. (e) (e) The   issuance of the Senior Notes shall occur prior to or substantially   concurrently with the initial Credit Extension under this Agreement. (f)   satisfied. (f) The conditions set forth in clauses (i), (ii) and (iii) of   Section 4.02(a) are Without limiting the generality of the provisions of   Section 9.03(e), for purposes of determining compliance with the conditions   specified in this Section 4.01, each Lender that has signed this Agreement   shall be deemed to have consented to, approved or accepted or to be satisfied   with, each document or other matter required thereunder to be consented to or   approved by or acceptable or satisfactory to a Lender unless the   Administrative Agent shall have received notice from such Lender prior to the   proposed Closing Date specifying its objection thereto. Section   4.02Conditions to All Credit Extensions After the Closing Date. (a) Following   the Closing Date, the obligation of each Lender to honor any Request for   Credit Extension (other than (I) a Committed Loan Notice requesting only a   conversion of Loans to the other Type, or a continuation of Eurodollar Rate   Loans or (II) a Committed Loan Notice with respect to a Certain Funds Credit   Extension) is subject to the following conditions precedent: -110-Last Saved:   08/19/2013 8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










(i) The   representations and warranties of each Loan Party contained in Article V or   any other Loan Document shall be true and correct in all material respects on   and as of the date of such Credit Extension (except to the extent that such   representations and warranties specifically refer to an earlier date, they   shall be true and correct as of such earlier date); provided that, to the   extent that such representations and warranties are qualified by materiality,   material adverse effect or similar language, they shall be true and correct   in all respects. (ii) No Default or Event of Default shall exist or would   result from such proposed Credit Extension or from the application of the   proceeds therefrom. (iii) The Administrative Agent and, if applicable, the   relevant L/C Issuer or the relevant Swing Line Lender shall have received a   Request for Credit Extension in accordance with the requirements hereof. (iv)   In the case of any incurrence of a Revolving Credit Loan or a Swing Line Loan   or the issuance of a Letter of Credit (other than (1) any Borrowing of   Revolving Credit Loans to reimburse an Unreimbursed Amount or (2) any Credit   Extension, if after giving effect (on a Pro Forma Basis) to such Credit   Extension, the Outstanding Amount of Revolving Credit Loans (including the   Outstanding Amount of Swing Line Loans and the aggregate Outstanding Amount   of L/C Obligations, but excluding (i) all Letters of Credit that are Cash   Collateralized and (ii) non-Cash Collateralized Letters of Credit in an   aggregate amount not to exceed $20,000,000) does not exceed 15% of the total   Revolving Credit Commitments of all Revolving Credit Lenders), the   Consolidated Secured Debt Ratio for the most recently ended Test Period,   calculated without giving effect to such Credit Extension, shall be less than   or equal to 2.50 to 1.00. Each Request for Credit Extension (other than a   Committed Loan Notice requesting only a conversion of Loans to the other   Type, or a continuation of Eurodollar Rate Loans) submitted by the Borrower   shall be deemed to be a representation and warranty that the conditions   specified in Sections 4.02(i), (ii) and (iv) (if applicable) have been   satisfied on and as of the date of the applicable Credit Extension. (b)   Notwithstanding anything herein (including in Sections 4.01 and 4.02(a)) or   in any other Loan Document to the contrary but subject to Section 4.03,   during the Certain Funds Period the obligation of each Tranche B-2 Term   Lender to honor any Request for Credit Extension with respect to Tranche B-2   Term Loans is subject to solely the following conditions precedent: (i) The   Administrative Agent’s receipt of a Committed Loan Notice in accordance with   the requirements hereof; (ii) In the case of a Scheme: (A) the Scheme   Effective Date shall have occurred; -111-Last Saved: 08/19/2013 8:50 pm   CG&R Draft 1000892582v1 1000892582 


    




 










(B) the 2015   Acquisition shall have been, or substantially concurrently with the   occurrence of the 2015 Closing Date shall be, consummated in all material   respects in accordance with the terms of the 2015 Transaction Agreement and   the other Scheme Documents (including the Scheme Press Release), after giving   effect to any modifications, amendments, consents or waivers thereof or   thereto, other than those modifications, amendments, consents or waivers that   are materially adverse to the interests of the Tranche B-2 Term Lenders that   are effected without the prior written consent of the Tranche B-2 Arrangers   (such consent not to be unreasonably withheld, delayed or conditioned) (it   being understood that, if Bidco becomes aware of any circumstance or event   which would entitle or could reasonably be expected to entitle Bidco to   withdraw from the Scheme by invoking the condition specified in paragraph   3.7.1 of Appendix I to the Scheme Press Release, any modification, amendment,   consent or waiver of that condition shall be deemed materially adverse to the   interests of the Tranche B-2 Term Lenders), provided that no consent of the   Tranche B-2 Arrangers shall be required if any such modification, amendment,   consent or waiver shall have been required by any applicable Law (including,   without limitation, the Act or the Takeover Rules), the Takeover Panel, any   applicable stock exchange, any applicable government or other regulatory   authority, or a court of competent jurisdiction (including, without   limitation, the Court); (C) Borrower of: receipt by the Administrative Agent   of a copy certified by the (1) the Court Orders; (2) each of (i) the Scheme   Documents and (ii) documents reflecting amendments or waivers thereof and   thereto as are permitted by the terms of this Agreement; and (3) the   certificates of the Registrar of Companies in Ireland confirming registration   of the Court Orders; (iii) In the case of an Offer: (A) the Offer Effective   Date has occurred; (B) receipt by the Administrative Agent of a copy   certified by the Borrower of each of (i) the Offer Documents and (ii)   documents -112-Last Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1   1000892582 


    




 










otherwise   reflecting amendments or waivers thereof and thereto as are permitted by the   terms of this Agreement; (C) the acquisition of no less than 80% of the   Target Shares shall have been, or substantially concurrently with the   occurrence of the 2015 Closing Date shall be, consummated in all material   respects in accordance with the terms of the 2015 Transaction Agreement and   the other Offer Documents (including the Offer Press Release), after giving   effect to any modifications, amendments, consents or waivers thereof or   thereto, other than those modifications, amendments, consents or waivers that   are materially adverse to the interests of the Tranche B-2 Term Lenders that   are effected without the prior written consent of the Tranche B-2 Arrangers   (such consent not to be unreasonably withheld, delayed or conditioned) (it   being understood that, if Bidco becomes aware of any circumstance or event   which would entitle or could reasonably be expected to entitle Bidco to   withdraw from the Offer by invoking a condition equivalent to that specified   in paragraph 3.7.1 of Appendix I to the Scheme Press Release, any   modification, amendment, consent or waiver of that condition shall be deemed   materially adverse to the interests of the Tranche B-2 Term Lenders),   provided that no consent of the Tranche B-2 Arrangers shall be required if   any such modification, amendment, consent or waiver shall have been required   by any applicable Law (including, without limitation, the Act or the Takeover   Rules), the Takeover Panel, any applicable stock exchange, any applicable   government or other regulatory authority, or a court of competent   jurisdiction (including, without limitation, the Court); and (D) receipt by   the Administrative Agent of the Offer Closing Certificate, duly signed for and   on behalf of the Borrower. (iv) As of the 2015 Closing Date, no Certain Funds   Default has occurred and is continuing or would result from the consummation   of the requested Certain Funds Credit Extension or from the application of   the proceeds therefrom. (v) To the extent invoiced at least three Business   Days prior to the 2015 Closing Date, the Administrative Agent and the Tranche   B-2 Term Lenders, respectively, shall have received, or shall substantially   simultaneously receive, all fees and expenses then due and payable to them in   connection with the 2015 Transactions. (vi) Each Certain Funds Representation   shall, except to the extent it relates to a particular date, be true and   correct in all material respects on and as of the 2015 Closing Date as if made   on and as of such date; provided that, to the extent that such   representations and warranties are qualified by materiality, material adverse   effect or similar language, they shall be true and correct in all respects;   it being understood that -113-Last Saved: 08/19/2013 8:50 pm CG&R Draft   1000892582v1 1000892582 


    




 










the truth and   accuracy of any other representation or warranty of the Loan Parties under   the Loan Documents made on the 2015 Closing Date shall not constitute a   condition precedent under this Section 4.02(b). (vii) Receipt by the   Administrative Agent of a certificate signed by a Responsible Officer of the   Borrower certifying that the conditions specified in Sections 4.02(b)(ii),   (iii), (iv) and (vi) have been satisfied. The provisions of this Section   4.02(b) are for the benefit of the Tranche B-2 Term Lenders only and,   notwithstanding anything herein to the contrary, the Loan Parties and the   Tranche B-2 Term Lenders may amend, waive or otherwise modify this Section   4.02(b) or the defined terms used solely for purposes of this Section 4.02(b)   or waive any Default resulting from a breach of this Section 4.02(b) without   the consent of any other Lender. The making of Certain Funds Credit   Extensions by the Tranche B-2 Term Lenders shall conclusively be deemed to   constitute an acknowledgment by the Administrative Agent and each Tranche B-2   Term Lender that each of the conditions precedent set forth in this Section   4.02(b) shall have been satisfied in accordance with its respective terms or   shall have been irrevocably waived by such Person. Section 4.03Certain Funds.   Notwithstanding anything else herein (including in Sections 4.01 and 4.02(a))   or in any other Loan Document to the contrary, during the Certain Funds   Period, none of the Tranche B-2 Term Lenders shall be entitled to: (a)   Subject to Section 4.02(b), refuse to participate in or make available its   participation in any Certain Funds Credit Extension; (b) cancel any of its   Tranche B-2 Term Commitments to the extent to do so would prevent or limit   the making of a Certain Funds Credit Extension; (c) rescind, terminate or   cancel this Agreement or any of its Tranche B-2 Term Commitments or exercise   any similar right or remedy or make or enforce any claim under the Loan   Documents it may have to the extent to do so would prevent or limit the   making of a Certain Funds Credit Extension; (d) exercise any right, power or   discretion to terminate or cancel the obligation to make available any   Certain Funds Credit Extension; (e) exercise any right of set-off or   counterclaim in respect of any Certain Funds Credit Extension (other than   set-off in respect of fees as agreed in the applicable funds flow document);   (f) take any steps to seek any repayment or prepayment of any Loan made   hereunder in any way to the extent to do so would prevent or limit the making   of a Certain Funds Credit Extension; or -114-Last Saved: 08/19/2013 8:50 pm   CG&R Draft 1000892582v1 1000892582 


    




 










(g) take any   step to exercise (or to instruct the Administrative Agent to exercise) its   rights under Section 8.02 or to enforce any security in respect of any   Certain Funds Credit Extension or the Tranche B-2 Term Commitments. in each   case, (i) unless a Certain Funds Default has occurred and is continuing on   the date, or would result from the making, of such Certain Funds Credit   Extension or (ii) except to the extent it is illegal for such Tranche B-2   Term Lender to make such Certain Funds Credit Extension, provided that (x)   such Tranche B-2 Term Lender has used commercially reasonable efforts to make   the Certain Funds Credit Extension through an Affiliate of such Tranche B-2   Term Lender not subject to the respective legal restriction and (y) the   occurrence of such event with respect to one Tranche B-2 Term Lender shall   not relieve any other Lender of its obligation hereunder. Upon the expiration   of the Certain Funds Period, all rights, remedies and entitlements in clauses   (a) through (g) above shall, subject to and in accordance with the applicable   provisions of the Loan Documents, be available even though they have not been   exercised or available during the Certain Funds Period. ARTICLE V.   Representations and Warranties Each Loan Party represents and warrants to the   Agents and the Lenders that: Section 5.01Existence, Qualification and Power;   Compliance with Laws. Each Loan Party (a) is a Person duly organized or   formed, validly existing and in good standing (where relevant) under the Laws   of the jurisdiction of its incorporation or organization, (b) has all   requisite power and authority to (i) own or lease its assets and carry on its   business as currently conducted and (ii) execute, deliver and perform its   obligations under the Loan Documents to which it is a party, (c) is duly   qualified and in good standing (where relevant) under the Laws of each   jurisdiction where its ownership, lease or operation of properties or the   conduct of its business requires such qualification, (d) is in compliance   with all Laws, orders, writs and injunctions and (e) has all requisite governmental   licenses, authorizations, consents and approvals to operate its business as   currently conducted; except in each case referred to in clause (b)(i), (c),   (d) or (e), to the extent that failure to do so could not reasonably be   expected to have a Material Adverse Effect. Section 5.02Authorization; No   Contravention. The execution, delivery and performance by each Loan Party of   each Loan Document to which such Person is a party, and the consummation of   the Transaction, are within such Loan Party’s corporate or other powers, (a)   have been duly authorized by all necessary corporate or other organizational   action and (b) do not and will not (i) contravene the terms of any of such   Person’s Organization Documents, (ii) conflict with or result in any breach   or contravention of, or the creation of any Lien under (other than as   permitted by Section 7.01) (x) any material order, injunction, writ or decree   of any Governmental Authority or any arbitral award to which such Person or   its property is subject or (y) any material agreement to which such Person is   a party; or (iii) violate any material Law; except with respect to any   -115-CG&R Draft 1000892582v1 Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










conflict,   breach, violation or contravention referred to in clause (ii) or (iii), to   the extent that such conflict, breach, violation or contravention could not   reasonably be expected to have a Material Adverse Effect. Section   5.03Governmental Authorization; Other Consents. No material approval,   consent, exemption, authorization, or other action by, or notice to, or   filing with, any Governmental Authority is necessary or required in   connection with (a) the execution, delivery or performance by any Loan Party   of this Agreement or any other Loan Document, or for the consummation of the   Transaction, (b) the grant by any Loan Party of the Liens granted by it   pursuant to the Collateral Documents or (c) the perfection or maintenance of   the Liens created under the Collateral Documents (including the priority thereof),   except for (i) filings and registrations necessary to perfect the Liens on   the Collateral granted by the Loan Parties in favor of the Secured Parties,   (ii) the approvals, consents, exemptions, authorizations, actions, notices   and filings which have been duly obtained, taken, given or made and are in   full force and effect (or, with respect to consummation of the Transaction,   will be duly obtained, taken, given or made and will be in full force and   effect, in each case within the time period required to be so obtained,   taken, given or made) and (iii) those approvals, consents, exemptions,   authorizations or other actions, notices or filings, the failure of which to   obtain or make could not reasonably be expected to have a Material Adverse   Effect. Section 5.04Binding Effect. This Agreement and each other Loan   Document has been duly executed and delivered by each Loan Party that is a   party thereto. This Agreement and each other Loan Document constitutes, a   legal, valid and binding obligation of such Loan Party, enforceable against   each Loan Party that is a party thereto in accordance with its terms, except   as such enforceability may be limited by (i) Debtor Relief Laws and by   general principles of equity and (ii) the need for filings and registrations   necessary to perfect the Liens on the Collateral granted by the Loan Parties   in favor of the Secured Parties and (iii) the effect of foreign Laws, rules   and regulations as they relate to pledges of Equity Interests in Foreign   Subsidiaries (other than those pledges made under the Laws of the   jurisdiction of formation of the applicable Foreign Subsidiary). Section   5.05Financial Statements; No Material Adverse Effect. (a) The Audited   Financial Statements and the Quarterly Financial Statements fairly present in   all material respects the financial condition of the Borrower and its   Subsidiaries as of the dates thereof and their results of operations for the   period covered thereby in accordance with GAAP consistently applied   throughout the periods covered thereby, (A) except as otherwise expressly   noted therein and (B) subject, in the case of the Quarterly Financial   Statements, to changes resulting from normal year-end adjustments and the   absence of footnotes. (b) (i) Since the Closing Date, there has been no event   or circumstance, either individually or in the aggregate, that has had or   could reasonably be expected to have a Material Adverse Effect and (ii) for   purposes of the initial borrowing and other Extensions of -116-CG&R Draft   1000892582v1 Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










Credit on the   Closing Date, except as has been disclosed in the Borrower’s public filings   with the SEC as of the date hereof (excluding any risk factor disclosures set   forth under the heading “Risk Factors” or any disclosure of risks included in   any “forward-looking statements” disclaimer to the extent that such   disclosures are general in nature, or cautionary, predictive or   forward-looking in nature), since December 31, 2012, there has not occurred   any event that has had or would reasonably be expected to have a Company   Material Adverse Effect. Section 5.06Litigation. There are no actions, suits,   proceedings, claims or disputes pending or, to the knowledge of the Borrower,   threatened in writing or contemplated, at law, in equity, in arbitration or   before any Governmental Authority, by or against any Loan Party or any of its   Subsidiaries or against any of their properties or revenues (other than   actions, suits, proceedings and claims in connection with the Transaction)   that either individually or in the aggregate, could reasonably be expected to   have a Material Adverse Effect. Section 5.07No Default. No Default has   occurred and is continuing hereunder. Section 5.08Ownership of Property;   Liens. Each Loan Party and each of its Subsidiaries has good record title to,   or valid leasehold interests in, or easements or other limited property   interests in, all Real Property necessary in the ordinary conduct of its   business, free and clear of all Liens except as set forth on Schedule 5.08   and except for minor defects in title that do not materially interfere with   its ability to conduct its business or to utilize such assets for their   intended purposes and Liens permitted by Section 7.01 and except where the   failure to do so could not reasonably be expected to have, individually or in   the aggregate, a Material Adverse Effect. Section 5.09Environmental   Compliance. (a) There are no claims, actions, suits, or proceedings alleging   potential liability or responsibility for violation of, or otherwise relating   to, any Environmental Law that could, individually or in the aggregate,   reasonably be expected to have a Material Adverse Effect. (b) Except as   specifically disclosed in Schedule 5.09(b) or except as could not reasonably   be expected to have, individually or in the aggregate, a Material Adverse   Effect, (i) none of the properties currently or formerly owned, leased or   operated by any Loan Party or any of its Subsidiaries is listed or proposed   for listing on the NPL or on the CERCLIS or any analogous foreign, state or   local list or is adjacent to any such property; (ii) there are no and never   have been any underground or aboveground storage tanks or any surface   impoundments, septic tanks, pits, sumps or lagoons in which Hazardous   Materials are being or have been treated, stored or disposed on any property   currently owned, leased or operated by any Loan Party or any of its   Subsidiaries or, to its knowledge, on any property formerly owned or operated   by any Loan Party or any of its Subsidiaries; (iii) there is no asbestos or   asbestos--117-Last Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1   1000892582 


    




 










containing   material on any property currently owned or operated by any Loan Party or any   of its Subsidiaries; and (iv) Hazardous Materials have not been released,   discharged or disposed of by any Person on any property currently or formerly   owned, leased or operated by any Loan Party or any of its Subsidiaries and   Hazardous Materials have not otherwise been released, discharged or disposed   of by any Loan Party or any of its Subsidiaries at any other location. (c)   The properties owned, leased or operated by the Loan Parties and their   Subsidiaries do not contain any Hazardous Materials in amounts or   concentrations which (i) constitute, or constituted a violation of, (ii)   require remedial action under, or (iii) could give rise to liability under,   Environmental Laws, which violations, remedial actions and liabilities,   individually or in the aggregate, could reasonably be expected to result in a   Material Adverse Effect. (d) Except as specifically disclosed in Schedule   5.09(d), none of the Loan Parties or their Subsidiaries is undertaking, and   has not completed, either individually or together with other potentially   responsible parties, any investigation or assessment or remedial or response   action relating to any actual or threatened release, discharge or disposal of   Hazardous Materials at any site, location or operation, either voluntarily or   pursuant to the order of any Governmental Authority or the requirements of   any Environmental Law except for such investigation or assessment or remedial   or response action that, individually or in the aggregate, could not   reasonably be expected to result in a Material Adverse Effect. (e) All   Hazardous Materials generated, used, treated, handled or stored at, or   transported to or from, any property currently or formerly owned or operated   by any Loan Party or any of its Subsidiaries have been disposed of in a   manner not reasonably expected to result, individually or in the aggregate, in   a Material Adverse Effect. (f) Except as would not reasonably be expected to   result, individually or in the aggregate, in a Material Adverse Effect, none   of the Loan Parties or any of their Subsidiaries has contractually assumed   any liability or obligation under or relating to any Environmental Law.   Section 5.10Taxes. Except as could not, either individually or in the   aggregate, reasonably be expected to result in a Material Adverse Effect,   each of the Loan Parties and each of their Subsidiaries have filed all Tax   returns required to be filed, and have paid all Taxes levied or imposed upon   them or their properties (including in its capacity as withholding agent),   that are due and payable, except those which are being contested in good   faith by appropriate proceedings diligently conducted and for which adequate   reserves have been provided in accordance with GAAP. Section 5.11ERISA   Compliance. (a) Except as could not, either individually or in the aggregate,   reasonably be expected to result in a Material Adverse Effect, each Plan is   in compliance with the applicable provisions of ERISA, the Code and other   Federal or state Laws. -118-CG&R Draft 1000892582v1 Last Saved:   08/19/2013 8:50 pm 1000892582 


    




 










(b) (i) No   ERISA Event has occurred or is reasonably expected to occur with respect to   any Pension Plan or Multiemployer Plan; (ii) neither any Loan Party nor any   ERISA Affiliate has incurred, or reasonably expects to incur, any liability   (and no event has occurred which, with the giving of notice under Section   4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of   ERISA with respect to a Multiemployer Plan; and (iii) neither any Loan Party   nor any ERISA Affiliate has engaged in a transaction that could be subject to   Sections 4069 or 4212(c) of ERISA, except, with respect to each of the   foregoing clauses of this Section 5.11(b), as could not reasonably be   expected, individually or in the aggregate, to result in a Material Adverse   Effect. (c) The Foreign Plans of the Loan Parties and the Subsidiaries are in   compliance with the requirements of any Law applicable in the jurisdiction in   which the relevant Foreign Plan is maintained, in each case, except as could   not reasonably be expected, individually or in the aggregate, to have a   Material Adverse Effect. Section 5.12Subsidiaries; Equity Interests. As of   the Closing Date (after giving effect to any part of the Transaction that is   consummated on or prior to the Closing Date), no Loan Party has any material   Subsidiaries other than those specifically disclosed in Schedule 5.12, and   all of the outstanding Equity Interests owned by the Loan Parties in such   material Subsidiaries have been validly issued and are fully paid and all   Equity Interests owned by a Loan Party in such material Subsidiaries are   owned free and clear of all Liens except (i) those created under the   Collateral Documents and (ii) any Lien that is permitted under Section 7.01.   As of the Closing Date, Schedules 1(a) and 10(a) and (b) to the Perfection   Certificate (a) set forth the name and jurisdiction of each Domestic   Subsidiary that is a Loan Party and (b) set forth the ownership interest of   the Borrower and any other Subsidiary thereof in each Subsidiary, including   the percentage of such ownership. Section 5.13Margin Regulations; Investment   Company Act. (a) The Borrower is not engaged nor will it engage, principally   or as one of its important activities, in the business of purchasing or   carrying margin stock (within the meaning of Regulation U issued by the FRB   (“Margin Stock”)), or extending credit for the purpose of purchasing or   carrying Margin Stock, and no proceeds of any Borrowings or drawings under   any Letter of Credit will be used for the purpose of purchasing or carrying   Margin Stock (other than the Stock Buy-Back or Margin Stock of King Digital   Entertainment plc) or any purpose that violates Regulation U. (b) None of the   Borrower or any of the Subsidiaries of the Borrower is or is required to be   registered as an “investment company” under the Investment Company Act of   1940. -119-Last Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1   1000892582 


    




 










Section   5.14Disclosure. To the best of the Borrower’s knowledge, no report, financial   statement, certificate or other written information (other than as set forth   below and other than information of a general economic or industry nature)   furnished by or on behalf of any Loan Party to any Agent or any Lender in   connection with the Transaction and the negotiation of this Agreement or   delivered hereunder or any other Loan Document (as modified or supplemented   by other information so furnished) when taken as a whole contains any   material misstatement of fact or omits to state any material fact necessary   to make the statements therein, in the light of the circumstances under which   they were made, not materially misleading; provided that, with respect to   projected financial information and pro forma financial information, the   Borrower represents only that such information was prepared in good faith   based upon assumptions believed to be reasonable at the time of preparation;   it being understood that such financial information as it relates to future   events is not to be viewed as fact and that such projections may vary from   actual results and that such variances may be material. Section 5.15Patriot   Act and OFAC. (a) No Loan Party is in violation of (i) any applicable   requirement of Law relating to terrorism or money laundering in the   respective jurisdictions in which such Loan Party or its Affiliates operates   (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist   Financing, effective September 24, 2001 (the “Executive Order”), and the   Uniting and Strengthening America by Providing Appropriate Tools Required to   Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the “USA   Patriot Act”) or (ii) the Trading with the Enemy Act, as amended or any of   the foreign asset control regulations of the United States Department of the   Treasury (31 C.F.R. Subtitle B, Chapter V) (“OFAC”). (b) No Loan Party and,   to the knowledge of each Loan Party, no Affiliate or broker or other agent of   such Loan Party acting or benefiting in any capacity in connection with the   Loans is any of the following: (i) a person that is listed in the annex to,   or is otherwise subject to the provisions of, the Executive Order; (ii) a   person owned or controlled by, or acting for or on behalf of, any person that   is listed in the annex to, or is otherwise subject to the provisions of, the   Executive Order; (iii) a person with which any Lender is prohibited from   dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;   (iv) a person that commits, threatens or conspires to commit or supports   “terrorism” as defined in the Executive Order; or -120-Last Saved: 08/19/2013   8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










(v) a person   that is named as a “specially designated national and blocked person” on the   most current list published by OFAC at its official website or any   replacement website or other replacement official publication of such list.   (c) No Loan Party and, to the knowledge of each Loan Party, no broker or   other agent of such Loan Party acting in any capacity in connection with the   Loans (i) conducts any business or engages in making or receiving any   contribution of funds, goods or services to or for the benefit of any person   described in paragraph (b) above (other than as authorized by OFAC) (solely   with respect to the provision of services, to the Loan Parties’ knowledge),   (ii) deals in, or otherwise engages in any transaction relating to, any   property or interests in property blocked pursuant to the Executive Order, or   (iii) engages in or conspires to engage in any transaction that evades or   avoids, or has the purpose of evading or avoiding, or attempts to violate,   any of the prohibitions set forth in any Anti-Terrorism Law. (d) Neither the   Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower   and its Subsidiaries, any director, officer or employee thereof, is an   individual or entity currently the subject of any Sanctions applicable in the   jurisdictions in which the Borrower operates, nor is the Borrower or any   Subsidiary located, organized or resident in a Designated Jurisdiction. (e)   The use of proceeds of the Loans will not violate OFAC. Section   5.16Intellectual Property; Licenses, Etc. Each of the Loan Parties and their   Subsidiaries owns, licenses or possesses the right to use, all of the   trademarks, service marks, trade names, domain names, copyrights, patents,   patent rights, technology, software, know-how database rights, design rights   and other intellectual property rights (collectively, “IP Rights”) that are   used or held for use in connection with and reasonably necessary for the   operation of their respective businesses as currently conducted, and, without   conflict with the rights of any Person, except to the extent such conflicts,   either individually or in the aggregate, could not reasonably be expected to   have a Material Adverse Effect. No IP Rights and, to the Loan Parties'’   knowledge, no advertising, product, process, method, substance, part or other   material used by any Loan Party or any of its Subsidiaries in the operation   of their respective businesses as currently conducted, infringes upon any   rights held by any Person except for such infringements, individually or in   the aggregate, which could not reasonably be expected to have a Material   Adverse Effect. No claim or litigation regarding any of the IP Rights, is   pending or, to the knowledge of the Borrower, threatened against any Loan   Party or any of its Subsidiaries, which, either individually or in the   aggregate, could reasonably be expected to have a Material Adverse Effect.   Except pursuant to licenses and other user agreements entered into by each   Loan Party, on and as of the Closing Date (i) each Loan Party owns and possesses   the right to use, and has not authorized any other Person to use, any   copyright, patent or trademark listed in Schedule 12(a) or 12(b) to the   Perfection Certificate and (ii) all registrations listed in Schedule 12(a) or   12(b) to the Perfection Certificate are valid and in full force and effect,   except, in -121-CG&R Draft 1000892582v1 Last Saved: 08/19/2013 8:50 pm   1000892582 


    




 










each case, to   the extent failure to own or possess such right to use or of such   registrations to be valid and in full force and effect could not reasonably   be expected, individually or in the aggregate, to have a Material Adverse   Effect. Section 5.17Solvency. On the Closing Date after giving effect to the   Transaction, the Borrower and its Subsidiaries, on a consolidated basis, are   Solvent. On the 2015 Closing Date after giving effect to the 2015   Transactions, the Borrower and its Subsidiaries, on a consolidated basis, are   Solvent. Section 5.18Subordination of Subordinated Indebtedness. The   Obligations are “Senior Debt,” “Senior Indebtedness,” “Guarantor Senior Debt”   or “Senior Secured Financing” (or any comparable term) under, and as defined   in, any Subordinated Indebtedness Documentation. Section 5.19FCPA. No Loan   Party, none of its Subsidiaries nor, to the knowledge of the Borrower, any   director, officer, agent, employee or affiliate of the Borrower or any of its   Subsidiaries is aware of or has taken any action, directly or indirectly,   that would result in a violation by such persons of the FCPA, including, without   limitation, making use of the mails or any means or instrumentality of   interstate commerce corruptly in furtherance of an offer, payment, promise to   pay or authorization of the payment of any money, or other property, gift,   promise to give, or authorization of the giving of anything of value to any   “foreign official” (as such term is defined in the FCPA) or any foreign   political party or official thereof or any candidate for foreign political   office, in contravention of the FCPA and the Borrower, its Subsidiaries and,   to the knowledge of the Borrower, its affiliates have conducted their   businesses in compliance with the FCPA and have instituted and maintain   policies and procedures designed to ensure, and which are reasonably expected   to continue to ensure, continued compliance therewith. Section 5.20Security   Documents. (a) Security Agreement. The Collateral Documents are effective to   create in favor of the Collateral Agent for the benefit of the Secured   Parties, legal, valid and enforceable Liens on, and security interests in,   the Collateral described therein to the extent intended to be created thereby   and (i) when financing statements and other filings in appropriate form are   filed in the offices specified on Schedule 7 to the Perfection Certificate and   (ii) upon the taking of possession or control by the Collateral Agent of such   Collateral with respect to which a security interest may be perfected only by   possession or control (which possession or control shall be given to the   Collateral Agent to the extent possession or control by the Collateral Agent   is required by the Security Agreement or the Intercreditor Agreement (if in   effect), the Liens created by the Collateral Documents shall constitute fully   perfected Liens on, and security interests in (to the extent intended to be   created thereby), all right, title and interest of the grantors in such   Collateral to the extent perfection can be obtained by filing -122-Last   Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










financing   statements or taking possession or control, in each case subject to no Liens   other than Liens permitted hereunder. (b) PTO Filing; Copyright Office   Filing. In addition to the actions taken pursuant to Section 5.21(a)(i), when   the Security Agreement or a short form thereof (including any Intellectual   Property Security Agreement) is properly filed in the United States Patent   and Trademark Office and the United States Copyright Office, the Liens   created by such Security Agreement (or Intellectual Property Security   Agreement) shall constitute fully perfected Liens on, and security interests   in, all right, title and interest of the grantors thereunder (to the extent   intended to be created thereby) in Patents (as defined in the Security   Agreement) registered or applied for with the United States Patent and   Trademark Office or Copyrights (as defined in such Security Agreement) and   Trademarks (as defined in the Security Agreement) registered or applied for   with the United States Copyright Office, as the case may be, in each case   subject to no Liens other than Liens permitted hereunder (it being understood   that subsequent recordings in the United States Patent and Trademark Office   and the United States Copyright Office may be necessary to perfect a Lien on   registered or applied-for Trademarks, Patents and Copyrights acquired by the   grantors thereof after the Closing Date). (c) Valid Liens. Each Collateral   Document delivered pursuant to Sections 6.11 and 6.13 will, upon execution   and delivery thereof, be effective to create in favor of the Collateral   Agent, for the benefit of the Secured Parties, legal, valid and enforceable   Liens on, and security interests in (to the extent intended to be created   thereby), all of the Loan Parties’ right, title and interest in and to the   Collateral thereunder and (i) when all appropriate filings, recordings,   registrations or notifications are made as may be required under applicable   Law and (ii) upon the taking of possession or control by the Collateral Agent   of such Collateral with respect to which a security interest may be perfected   only by possession or control (which possession or control shall be given to   the Collateral Agent to the extent required by any such Collateral Document),   such Collateral Documents will constitute fully perfected Liens on, and   security interests in, all right, title and interest of the Loan Parties in   such Collateral (to the extent required thereby), in each case subject to no   Liens other than Liens permitted hereunder. (d) Notwithstanding anything herein   (including this Section 5.21) or in any other Loan Document to the contrary,   neither the Borrower nor any other Loan Party makes any representation or   warranty as to the effects of perfection or non-perfection, the priority or   the enforceability of any pledge of or security interest (other than with   respect to those pledges and security interests made under the Laws of the   jurisdiction of formation of the applicable Foreign Subsidiary) in any Equity   Interests of any Foreign Subsidiary, or as to the rights and remedies of the   Agents or any Lender with respect thereto, under foreign Law. Section 5.21Use   of Proceeds. The Borrower will use the proceeds of the Loans made on the   Closing Date to fund the Stock Buy-Back and pay fees and expenses associated   therewith and after the Closing Date use the proceeds of any Borrowing (other   than any Tranche B-2 Term Borrowing) for general corporate purposes and   working capital needs. The Borrower will use the proceeds of the -123-Last   Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










Tranche B-2   Term Loans made during the Certain Funds Period to fund the 2015   Transactions. Section 5.222015 Acquisition Related Representations (a) The   execution, delivery and performance by the Borrower and Bidco of each of the   2015 Acquisition Documents to which the Borrower or Bidco is a party has been   duly authorised by the Borrower and/or Bidco, as the case may be. Each of the   2015 Acquisition Documents to which the Borrower or Bidco is a party is the   legal, valid and binding obligation of the Borrower and/or Bidco, as the case   may be, enforceable against the Borrower and/or Bidco, as the case may be, in   accordance with its terms, except as such enforceability may be limited by   Debtor Relief Laws or by general principles of equity. Neither the Borrower   nor Bidco is in default in the performance or compliance with any of the   provisions of the 2015 Acquisition Documents to which it is a party in any   respect that is materially adverse to the interests of the Tranche B-2 Term   Lenders, unless such failure to comply is compelled by any applicable Law   (including, without limitation, the Act or the Takeover Rules), the Takeover   Panel, any applicable stock exchange, any applicable government or other   regulatory authority, or a court of competent jurisdiction (including,   without limitation, the Court). (b) As of the 2015 Closing Date, (in the case   of a Scheme) the 2015 Acquisition or (in the case of an Offer) the   acquisition by Bidco of no less than 80% of the Target Shares shall have   been, or substantially concurrently with the occurrence of the 2015 Closing   Date shall be, consummated in all material respects in accordance with all   applicable laws, including the Act and the Takeover Rules (subject to any   applicable waivers granted by the Takeover Panel). ARTICLE VI. Affirmative   Covenants So long as any Lender shall have any Commitment hereunder, any Loan   or other Obligation hereunder which is accrued and payable remains unpaid or   unsatisfied, or any Letter of Credit shall remain outstanding, each of the   Loan Parties shall, and shall cause each of their Restricted Subsidiaries to:   Section 6.01Financial Statements. (a) Deliver to the Administrative Agent for   prompt further distribution to each Lender within ninety (90) days after the   end of each fiscal year of the Borrower beginning with the 2013 fiscal year,   a consolidated balance sheet of the Borrower and its Subsidiaries as at the   end of such fiscal year, and the related consolidated statements of income or   operations, stockholders’ equity and cash flows for such fiscal year, setting   forth in each case in comparative form the figures for the previous fiscal   year, all in reasonable detail and prepared in accordance with GAAP, audited   and accompanied by a report and opinion of PricewaterhouseCoopers or any   other independent registered public accounting firm of nationally recognized   standing, which report and opinion shall be prepared in accordance with   generally accepted auditing standards and shall not be subject to any “going   concern” or like -124-CG&R Draft 1000892582v1 Last Saved: 08/19/2013 8:50   pm 1000892582 


    




 










qualification   or exception or any qualification or exception as to the scope of such audit   (other than any qualification that is expressly solely with respect to, or   expressly resulting solely from, (A) an upcoming maturity date of the   Revolving Facility or (B) any potential inability to satisfy a financial   maintenance covenant on a future date or in a future period) (an “Accounting   Opinion”); and (b) Deliver to the Administrative Agent for prompt further   distribution to each Lender within forty-five (45) days after the end of each   of the first three (3) fiscal quarters of each fiscal year of the Borrower, a   consolidated balance sheet of the Borrower and its Subsidiaries as at the end   of such fiscal quarter and the related (i) consolidated statements of income   or operations for such fiscal quarter and for the portion of the fiscal year   then ended and (ii) consolidated statements of cash flows for the portion of   the fiscal year then ended, setting forth in each case in comparative form   the figures for the corresponding fiscal quarter of the previous fiscal year   and the corresponding portion of the previous fiscal year, all in reasonable   detail and certified by a Responsible Officer of the Borrower as fairly   presenting in all material respects the financial condition, results of   operations, stockholders’ equity and cash flows of the Borrower and its   Subsidiaries in accordance with GAAP, subject only to normal year-end audit   adjustments and the absence of footnotes. Notwithstanding the foregoing, the   obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied   with respect to financial information of the Borrower and the Restricted   Subsidiaries by furnishing the Borrower’s Form 10-K or 10-Q, as applicable,   filed with the SEC; provided that, to the extent such information is in lieu   of information required to be provided under Section 6.01(a), such materials   are accompanied by an Accounting Opinion. Documents required to be delivered   pursuant to Section 6.01 and Section 6.02(b) and (c) may be delivered   electronically and if so delivered, shall be deemed to have been delivered on   the date (i) on which the Borrower (or any direct or indirect parent of the   Borrower) posts such documents, or provides a link thereto, at the website   address listed on Schedule 10.02; or (ii) on which such documents are posted   on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant   website, if any, to which each Lender and the Administrative Agent have   access (whether a commercial, third-party website or whether sponsored by the   Administrative Agent). Section 6.02Certificates; Other Information. Deliver   to the Administrative Agent for prompt further distribution to each Lender:   (a) no later than five (5) days after the delivery of the financial   statements referred to in Section 6.01(a) and (b), a duly completed   Compliance Certificate signed by a Responsible Officer of the Borrower; (b)   promptly after the same are publicly available, copies of all annual,   regular, periodic and special reports and registration statements which the   Borrower or any Subsidiary files with the SEC or with any Governmental   Authority that may be substituted therefor (other than amendments to any   registration statement (to the extent such registration statement, in the   form it became effective, is delivered), exhibits to -125-CG&R Draft   1000892582v1 Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










any   registration statement and, if applicable, any registration statement on Form   S-8) and in any case not otherwise required to be delivered to the   Administrative Agent pursuant hereto; (c) together with the delivery of each   Compliance Certificate pursuant to Section 6.02(a) (but only together with   the delivery of a Compliance Certificate in connection with financial   statements delivered pursuant to Section 6.01(a)), (i) a report setting forth   the information required by a Perfection Certificate Supplement or confirming   that there has been no change in such information since the Closing Date or   the date of the last such report (provided no such Perfection Certificate   Supplement or confirmation shall be required in connection with the   Compliance Certificate to be delivered for the financial statements relating   to the fiscal year ended December 31, 2013) and (ii) a list of the Subsidiaries   of the Borrower that identifies each Subsidiary as a Restricted or an   Unrestricted Subsidiary as of the date of delivery of such Compliance   Certificate; and (d) promptly, such additional information regarding the   business, legal, financial or corporate affairs of the Loan Parties or any of   their respective Subsidiaries, or compliance with the terms of the Loan   Documents, as the Administrative Agent or any Lender through the   Administrative Agent may from time to time reasonably request. The Borrower   hereby acknowledges that (a) the Administrative Agent and/or the Arranger   will make available to the Lenders and the L/C Issuer materials and/or   information provided by or on behalf of the Borrower hereunder (collectively,   “Borrower Materials”) by posting the Borrower Materials on IntraLinks or   another similar electronic system (the “Platform”) and (b) certain of the   Lenders (each, a “Public Lender”) may have personnel who do not wish to   receive material non-public information with respect to the Borrower or its Affiliates,   or the respective securities of any of the foregoing, and who may be engaged   in investment and other market-related activities with respect to such   Persons’ securities. The Borrower hereby agrees that so long as the Borrower   is the issuer of any outstanding debt or equity securities that are   registered or issued pursuant to a private offering or is actively   contemplating issuing any such securities it will use commercially reasonable   efforts to identify that portion of the Borrower Materials that may be   distributed to the Public Lenders and that (w) all such Borrower Materials   shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall   mean that the word “PUBLIC” shall appear prominently on the first page   thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be   deemed to have authorized the Administrative Agent, the Arranger, the L/C   Issuer and the Lenders to treat such Borrower Materials as not containing any   material non-public information (although it may be sensitive and   proprietary) with respect to the Borrower or its securities for purposes of   United States Federal and state securities laws (provided, however, that to   the extent such Borrower Materials constitute Information, they shall be   treated as set forth in Section 10.07); (y) all Borrower Materials marked   “PUBLIC” are permitted to be made available through a portion of the Platform   designated “Public Side Information;” and (z) the Administrative Agent and   the Arranger shall be entitled to treat any Borrower Materials that are not   marked “PUBLIC” as being suitable only for posting on a portion of the   Platform not designated “Public Side Information.” Notwithstanding the   -126-CG&R Draft 1000892582v1 Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










foregoing, the   Borrower shall be under no obligation to mark any Borrower Materials   “PUBLIC”. Section 6.03Notices. Promptly after a Responsible Officer of a Loan   Party has obtained knowledge thereof, notify the Administrative Agent: (a) of   the occurrence of any Default; (b) of the occurrence of any ERISA Event; and   (c) of any matter that has resulted or could reasonably be expected to result   in a Material Adverse Effect. Each notice pursuant to this Section shall be   accompanied by a written statement of a Responsible Officer of the Borrower   setting forth details of the occurrence referred to therein and stating what   action the Borrower has taken and proposes to take with respect thereto.   Section 6.04Payment of Taxes. Pay, discharge or otherwise satisfy as the same   shall become due and payable in the normal conduct of its business, all its   obligations and liabilities in respect of Taxes imposed upon it (including in   its capacity as withholding agent) or upon its income or profits or in respect   of its property, except, in each case, (i) to the extent the failure to pay   or discharge the same could not reasonably be expected to have, individually   or in the aggregate, a Material Adverse Effect or (ii) which are being   contested in good faith by appropriate proceedings diligently conducted and   for which adequate reserves have been provided in accordance with GAAP.   Section 6.05Preservation of Existence, Etc. (a) Preserve, renew and maintain   in full force and effect its legal existence under the Laws of the   jurisdiction of its organization except (x) in a transaction permitted by   Section 7.03 or 7.04 and (y) any Restricted Subsidiary may merge or   consolidate with any other Restricted Subsidiary and (b) take all reasonable   action to maintain all rights, privileges (including its good standing where   applicable in the relevant jurisdiction), permits, licenses and franchises   necessary or desirable in the normal conduct of its business, except (i) to   the extent that failure to do so could not reasonably be expected to have,   individually or in the aggregate, a Material Adverse Effect or (ii) pursuant   to a transaction permitted by Section 7.03 or 7.04 or clause (y) of this   Section 6.05. Section 6.06Maintenance of Properties. Except if the failure to   do so could not reasonably be expected to have, individually or in the   aggregate, a Material Adverse Effect, (a) maintain, preserve and protect all   of its material tangible properties and equipment necessary in the operation   of its business in good working order, repair and condition, ordinary wear   and tear excepted and casualty or -127-CG&R Draft 1000892582v1 Last   Saved: 08/19/2013 8:50 pm 1000892582 


    




 










condemnation   excepted, and (b) make all necessary renewals, replacements, modifications,   improvements, upgrades, extensions and additions thereof or thereto in   accordance with prudent industry practice and in the normal conduct of its   business. Section 6.07Maintenance of Insurance. Maintain with financially   sound and reputable insurance companies, insurance with respect to its   properties and business against loss or damage of the kinds customarily   insured against by Persons engaged in the same or similar business, of such   types and in such amounts (after giving effect to any self-insurance reasonable   and customary for similarly situated Persons engaged in the same or similar   businesses as the Borrower and the Restricted Subsidiaries) as are   customarily carried under similar circumstances by such other Persons. All   such insurance policies of the Loan Parties shall name the Collateral Agent   as additional insured or loss payee, as applicable. With respect to each   parcel of Real Property that is subject to a Mortgage, obtain flood insurance   in such total amount as the Administrative Agent or the Required Lenders may   from time to time reasonably require, if at any time the area in which any   improvements located on such Real Property is designated a “flood hazard   area” in any Flood Insurance Rate Map published by the Federal Emergency   Management Agency (or any successor agency), and otherwise comply with the   National Flood Insurance Program as set forth in the Flood Disaster   Protection Act of 1973, as amended from time to time. Section 6.08Compliance   with Laws. Comply in all material respects with the requirements of all Laws   and all orders, writs, injunctions and decrees applicable to it or to its   business or property, except if the failure to comply therewith could not   reasonably be expected to have, individually or in the aggregate, a Material   Adverse Effect. Section 6.09Books and Records. Maintain proper books of   record and account, in which entries are full, true and correct in all   material respects and are in conformity with GAAP consistently applied and   which reflect all material financial transactions and matters involving the   business of the Loan Parties or a Restricted Subsidiary, as the case may be   (it being understood and agreed that certain Foreign Subsidiaries maintain   individual books and records in conformity with generally accepted accounting   principles in their respective countries of organization and that such   maintenance shall not constitute a breach of the representations, warranties   or covenants hereunder). Section 6.10Inspection Rights. Permit   representatives and independent contractors of the Administrative Agent and   each Lender to visit and inspect any of its properties, to examine its   corporate, financial and operating records, and make copies thereof or   abstracts therefrom, and to discuss its affairs, finances and accounts with   its directors, senior officers, and independent public accountants, all at   reasonable times during normal business hours, upon reasonable advance notice   to the -128-CG&R Draft 1000892582v1 Last Saved: 08/19/2013 8:50 pm   1000892582 


    




 










Borrower;   provided, however, (a) unless an Event of Default exists, only the   Administrative Agent on behalf of the Lenders may exercise the rights under   this Section 6.10 and the Administrative Agent shall not exercise such rights   more often than one time during any calendar year (at the expense of the   Borrower in accordance with Section 10.04), (b) if an Event of Default exists   and an individual Lender elects to exercise rights under this Section 6.10,   (x) such Lender shall coordinate with the Administrative Agent and any other   Lender electing to exercise such rights and shall share the results of such   inspection with the Administrative Agent on behalf of the Lenders and (y) the   number of visits and expense associated with such individual Lender inspections   must be reasonable, (c) no Loan Party will be required to disclose, permit   the inspection, examination or making copies of or abstracts from, or   discussion of, any document, information or other matter that (i) constitutes   trade secrets or proprietary information, (ii) in respect of which disclosure   to the Administrative Agent or any Lender (or their respective   representatives or contractors) is prohibited by Law or any Contractual   Obligations or (iii) is subject to attorney-client or similar privilege or constitutes   attorney work product, and (d) the Borrower shall have the opportunity to   participate in any discussions with the Borrower’s independent public   accountants. Section 6.11Additional Collateral; Additional Guarantors. (a)   Subject to this Section 6.11 and Section 6.13(b), with respect to any   property acquired after the Closing Date by any Loan Party that is intended   to be subject to the Lien created by any of the Collateral Documents but is   not so subject, promptly (and in any event within 60 days after the   acquisition thereof (or, with respect to intellectual property, in any event   on a quarterly basis) (or such later date as the Administrative Agent may   agree)) (i) execute and deliver to the Administrative Agent and the   Collateral Agent such amendments or supplements to the relevant Collateral   Documents or such other documents as the Administrative Agent or the   Collateral Agent shall reasonably deem necessary or advisable to grant to the   Collateral Agent, for its benefit and for the benefit of the other Secured   Parties, a Lien on such property subject to no Liens other than Liens   permitted hereunder, and (ii) take all commercially reasonable actions   necessary to cause such Lien to be duly perfected within the United States to   the extent required by such Collateral Document in accordance with all   applicable Law, including the filing of financing statements in such   jurisdictions within the United States as may be reasonably requested by the   Administrative Agent. The Borrower shall otherwise take such commercially   reasonable actions and execute and/or deliver to the Collateral Agent such   documents as the Administrative Agent or the Collateral Agent shall   reasonably require to confirm the validity, perfection and priority of the   Lien of the Collateral Documents on such after-acquired properties. (b) With   respect to any Person that is or becomes a direct Subsidiary of a Loan Party   after the Closing Date or ceases to be an Excluded Subsidiary, promptly (and   in any event within 60 days after such Person becomes a Subsidiary or the   Borrower delivers to the Administrative Agent financial statements upon which   it is determined that such Person ceased to be an Excluded Subsidiary (or   such later date as the Administrative Agent may agree)) (i) deliver to the   Collateral Agent the certificates, if any, representing all of the Equity   Interests of such Subsidiary owned by such Loan Party, together with undated   stock powers or other appropriate instruments of transfer executed and   delivered in blank by a duly authorized officer of the holder(s) of such   Equity Interests, and all intercompany notes owing from such -129-CG&R   Draft 1000892582v1 Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










Subsidiary to   any Loan Party together with instruments of transfer executed and delivered   in blank by a duly authorized officer of such Loan Party (in each case, with   respect to Foreign Subsidiaries, to the extent applicable and permitted under   foreign laws, rules or regulations) or, if necessary to perfect a Lien under   applicable Law, by means of an applicable Collateral Document, to create a   Lien on such Equity Interests and intercompany notes in favor of the   Collateral Agent on behalf of the Secured Parties and (ii) cause any such   Subsidiary (A) to execute a joinder agreement reasonably acceptable to the   Administrative Agent or such comparable documentation to become a Subsidiary   Guarantor and a joinder agreement to the applicable Collateral Documents   (including the Security Agreement), substantially in the form annexed thereto,   and (B) to take all actions reasonably necessary or advisable in the opinion   of the Administrative Agent or the Collateral Agent to cause the Lien created   by the applicable Collateral Documents (including the Security Agreement) to   be duly perfected within the United States to the extent required by such   agreement in accordance with all applicable Law, including the filing of   financing statements in such jurisdictions within the United States as may be   reasonably requested by the Administrative Agent or the Collateral Agent.   Notwithstanding the foregoing, (1) the Equity Interests required to be   delivered to the Collateral Agent, or on which a Lien is required to be   created, pursuant to clause (i) of this Section 6.11(b) shall not include any   Equity Interests of a Foreign Subsidiary that is an Excluded Subsidiary by   reason of clauses (b), (d) or (f) of the definition of Excluded Subsidiary,   (2) no Excluded Subsidiary or Unrestricted Subsidiary shall be required to   take the actions specified in clause (ii) of this Section 6.11(b) and (3) no   more than (A) 65% of the total voting power of all outstanding voting stock   and (B) 100% of the Equity Interests not constituting voting stock of any CFC   or CFC Holdco (except that any such Equity Interests constituting “stock   entitled to vote” within the meaning of Treasury Regulation Section   1.956-2(c)(2) shall be treated as voting stock for purposes of this Section   6.11(b)) shall be required to be pledged. (c) Promptly grant to the   Collateral Agent, within 90 days of the acquisition thereof (or such later   date as the Administrative Agent may agree), a security interest in and   mortgage in a form reasonably satisfactory to the Administrative Agent and   Collateral Agent (a “Mortgage”) on each parcel of Real Property owned in fee   by such Loan Party as is acquired by such Loan Party after the Closing Date   and that, together with any improvements thereon, individually has a fair   market value of at least $5 million as additional security for the   Obligations (unless the subject property is already mortgaged to a third   party to the extent permitted hereunder). Such Mortgages shall be granted   pursuant to documentation reasonably satisfactory in form and substance to   the Administrative Agent and the Collateral Agent and shall constitute valid   and enforceable perfected Liens subject only to Liens permitted hereunder.   The Mortgages or instruments related thereto shall be duly recorded or filed   in such manner and in such places as are required by Law to establish,   perfect, preserve and protect the Liens in favor of the Collateral Agent   required to be granted pursuant to the Mortgages and all taxes, fees and   other charges payable in connection therewith shall be paid in full. Such   Loan Party shall otherwise take such commercially reasonable actions and   execute and/or deliver to the Collateral Agent such documents as the   Administrative Agent or the Collateral Agent shall reasonably require to   confirm the validity, perfection and priority of the Lien of any existing   Mortgage or new Mortgage against such after-acquired Real Property (including   a Title Policy, a Survey, local counsel opinion (in form and substance   reasonably -130-CG&R Draft 1000892582v1 Last Saved: 08/19/2013 8:50 pm   1000892582 


    




 










satisfactory to   the Administrative Agent and the Collateral Agent) and a completed   “Life-of-Loan” Federal Emergency Management Agency standard flood hazard   determination, together with a notice executed by such Loan Party about   special flood hazard area status, if applicable, in respect of such   Mortgage). (d) The foregoing clauses (a) through (c) shall not require the   creation or perfection of pledges of or security interests in, or the   obtaining of title insurance or surveys with respect to, particular assets if   and for so long as (i) in the reasonable judgment of the Administrative Agent   and the Borrower in writing, the cost of creating or perfecting such pledges   or security interests in such assets or obtaining title insurance or surveys   in respect of such assets shall be excessive in view of the benefits to be   obtained by the Lenders therefrom or (ii) such asset constitutes an Excluded   Asset (as such term is defined in the Security Agreement). In addition, the   foregoing will not require actions under this Section 6.11 by a Person if and   to the extent that such action would (a) go beyond the corporate or other   powers of the Person concerned (and then only as such corporate or other   power cannot be modified or excluded to allow such action) or (b) unavoidably   result in material issues of director’s personal liability, breach of   fiduciary duty or criminal liability. The Administrative Agent may grant   extensions of time for the perfection of security interests in or the   obtaining of title insurance with respect to particular assets (including   extensions beyond the Closing Date for the perfection of security interests   in the assets of the Loan Parties on such date) where it reasonably   determines, in consultation with the Borrower, that perfection cannot be   accomplished without undue effort or expense by the time or times at which it   would otherwise be required by this Agreement or the Collateral Documents.   (e) Notwithstanding the foregoing provisions of this Section 6.11 or anything   in this Agreement or any other Loan Document to the contrary, Liens required   to be granted from time to time pursuant to this Section 6.11 shall be   subject to exceptions and limitations set forth herein, in the Collateral   Documents and, to the extent appropriate in the applicable jurisdiction, as   agreed between the Collateral Agent and the Borrower. Notwithstanding the   foregoing provisions of this Section 6.11 or anything in this Agreement or   any other Loan Document to the contrary, any Subsidiary of the Borrower that   Guarantees the Senior Notes shall be a Guarantor hereunder for so long as it   Guarantees such Indebtedness. Section 6.12Compliance with Environmental Laws.   Except, in each case, to the extent that the failure to do so could not   reasonably be expected to have, individually or in the aggregate, a Material   Adverse Effect, comply, and take all reasonable actions to cause all lessees   and other Persons operating or occupying its properties to comply with all   applicable Environmental Laws and Environmental Permits; obtain and renew all   Environmental Permits necessary for its operations and properties; and, in   each case to the extent the Loan Parties are required by Environmental Laws,   conduct any investigation, study, sampling and testing, and undertake any   cleanup, removal, remedial or other action necessary to remove and clean up   all Hazardous Materials from any affected property, in accordance with the   requirements of all Environmental Laws. -131-Last Saved: 08/19/2013 8:50 pm   CG&R Draft 1000892582v1 1000892582 


    




 










Section   6.13Further Assurances and Post-Closing Conditions. (a) Within ninety (90)   days after the Closing Date (subject to extension by the Administrative Agent   in its discretion), deliver each Collateral Document set forth on Schedule   6.13(a), duly executed by each Loan Party party thereto, together with all   documents and instruments required to perfect the security interest of the   Administrative Agent in the Collateral (if any) free of any other pledges,   security interests or mortgages, except Liens permitted hereunder. (b)   Promptly upon reasonable request by the Administrative Agent (i) correct any   material defect or error that may be discovered in the execution,   acknowledgment, filing or recordation of any Collateral Document or other   document or instrument relating to any Collateral, and (ii) do, execute,   acknowledge, deliver, record, re-record, file, re-file, register and   re-register any and all such further acts, deeds, certificates, assurances   and other instruments as the Administrative Agent may reasonably request from   time to time in order to carry out more effectively the purposes of the   Collateral Documents. If the Administrative Agent, the Collateral Agent or   the Required Lenders determine that they are required by applicable Law to   have appraisals prepared in respect of the Real Property of any Loan Party   constituting Collateral, the Borrower shall provide to the Administrative   Agent appraisals that satisfy the applicable requirements of the Real Estate   Appraisal Reform Amendments of FIRREA and are otherwise in form and substance   reasonably satisfactory to the Administrative Agent and the Collateral Agent.   Section 6.14Designation of Subsidiaries. The Borrower may designate any   Subsidiary of the Borrower (including any existing Subsidiary and any newly   acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless   such Subsidiary or any of its Subsidiaries owns any Equity Interests or   Indebtedness of, or owns or holds any Lien on, any property of, the Borrower   or any Subsidiary of the Borrower (other than solely any Subsidiary of the   Subsidiary to be so designated); provided that: (a) any Unrestricted   Subsidiary must be an entity of which the Equity Interests entitled to cast   at least a majority of the votes that may be cast by all Equity Interests   having ordinary voting power for the election of directors or Persons   performing a similar function are owned, directly or indirectly, by the   Borrower; (b) such designation complies with Section 7.05; and (c) each of:   (i) the Subsidiary to be so designated; and (ii) its Subsidiaries has not at   the time of designation, and does not thereafter, create, incur, issue,   assume, guarantee or otherwise become directly or indirectly liable with   respect to any Indebtedness -132-CG&R Draft 1000892582v1 Last Saved:   08/19/2013 8:50 pm 1000892582 


    




 










pursuant to   which the lender has recourse to any of the assets of the Borrower or any   Restricted Subsidiary. The Borrower may designate and re-designate any   Unrestricted Subsidiary to be a Restricted Subsidiary; provided that,   immediately after giving effect to such designation, no Default shall have   occurred and be continuing and either: (a)theBorrowercouldincur Indebtedness   pursuant to the Fixed Charge Section 7.02(a); or atleast$1.00ofadditional   Coverage Ratio test described in (b) the Fixed Charge Coverage Ratio for the   Borrower and its Restricted Subsidiaries would be equal to or greater than   such ratio immediately prior to such designation, in each case on a pro forma   basis taking into account such designation. Any such designation by the   Borrower shall be notified by the Borrower to the Administrative Agent by   promptly filing with the Administrative Agent a copy of the resolution of the   board of directors of the Borrower or any committee thereof giving effect to   such designation and an officer’s certificate certifying that such   designation complied with the foregoing provisions. Section 6.15ERISA   Reports. Furnish to the Administrative Agent as soon as practicable after   request by the Administrative Agent, (x) copies of (i) each Schedule B   (Actuarial Information) to the annual report (Form 5500 Series) filed by the   Borrower, its Subsidiaries or any ERISA Affiliate with the Internal Revenue   Service with respect to each Plan; (ii) the most recent actuarial valuation   report for each Plan; (iii) such other documents or governmental reports or   filings relating to any Plan as the Administrative Agent shall reasonably   request and (y) with respect to any Multiemployer Plan, (i) any documents   described in Section 101(k) of ERISA that the Borrower, any of its   Subsidiaries or any ERISA Affiliate may request and (ii) any notices   described in Section 101(1) of ERISA that the Borrower, its Subsidiaries or   any ERISA Affiliate may request; provided that if the Borrower, its   Subsidiaries or any ERISA Affiliate has not requested such documents or   notices from the administrator or sponsor of the applicable Multiemployer   Plan, the Borrower, Subsidiary or ERISA Affiliate shall make a request for   such documents or notices from such administrator or sponsor as soon as   reasonably practicable after request by the Administrative Agent for such   documents and notices and shall provide copies of such documents and notices   as soon as reasonably practicable after receipt thereof. Section 6.16Use of   Proceeds. Use the proceeds of the Credit Extensions not in contravention of   any Law or of any Loan Document. -133-Last Saved: 08/19/2013 8:50 pm CG&R   Draft 1000892582v1 1000892582 


    




 










Section   6.17Maintenance of Ratings. In respect of the Borrower, use commercially   reasonable efforts to (i) cause each Facility to be continuously rated (but   not any specific rating) by S&P and Moody’s; provided that the Tranche   B-2 Term Facility need not be so rated prior to the consummation of the 2015   Acquisition and (ii) maintain a public corporate rating (but not any specific   rating) from S&P and a public corporate family rating (but not any   specific rating) from Moody’s. Section 6.18Lender Calls. Within 45 days after   the end of each of the first three fiscal quarters of each fiscal year of the   Borrower or 90 days after the end of the fiscal year of the Borrower, at the   request of the Administrative Agent or of the Required Lenders and upon   reasonable prior notice, hold a conference call (at a location and time   selected by the Administrative Agent and the Borrower) with all Lenders who   choose to attend such conference call, at which conference call shall be   reviewed the financial results of the previous fiscal quarter or fiscal year,   as applicable, and the financial condition of the Borrower and its   Subsidiaries; provided that notwithstanding the foregoing, the requirement   set forth in this Section 6.18 may be satisfied with a public earnings call.   Section 6.19Amber Holding/Bidco. (a) Amber Holding shall not conduct,   transact or otherwise engage in any material business or operations;   provided, that the following shall be permitted in any event: (i) its   ownership of the Equity Interests of the Borrower and activities incidental   thereto; (ii) the consummation of the Transaction; (iii) the payment of   dividends and distributions and the making of contributions to the capital of   the Borrower; (iv) the maintenance of its legal existence (including the   ability to incur fees, costs and expenses relating to such maintenance and   performance of activities relating to its officers, directors, managers and   employees); (v) the performing of its obligations with respect to the Stock   Purchase Agreement and the other agreements contemplated thereby; and (vi)   activities reasonably related, ancillary or incidental to any of the   foregoing. (b) Prior to the expiration of the Certain Funds Period, Bidco   shall not conduct, transact or otherwise engage in any material business or operations;   provided, that the following shall be permitted in any event: (i) the   maintenance of its legal existence (including the ability to incur fees,   costs and expenses relating to such maintenance, performance of activities   relating to its officers, directors, managers and employees and payment of   taxes); (ii) entry into, and exercise of rights and the performance of   obligations with respect to the 2015 Acquisition Documents and the other   agreements and documents contemplated thereby, in each case, as any such   agreements and documents may be amended, supplemented, waived or otherwise   modified from time to time, or replaced, renewed or extended from time to   time, in each case in a manner not prohibited under this Agreement; (iii)   other activities in connection with the 2015 Transactions; (iv) the   performance of obligations under and compliance with its Organization   Documents, or any applicable law, ordinance, regulation, rule, order,   judgment, decree or permit, including, without limitation, as a result of or   in connection with the -134-Last Saved: 08/19/2013 8:50 pm CG&R Draft   1000892582v1 1000892582 


    




 










activities of   its Subsidiaries (if any); and (v) activities reasonably related, ancillary   or incidental to any of the foregoing. Section 6.20Certain Funds Covenants.   (a) The Borrower shall (and shall cause Bidco to) comply in all material   respects with applicable laws and regulations relevant to the Offer or the   Scheme, as applicable, including the Takeover Rules and the Act (subject to any   applicable waivers granted by the Takeover Panel). (b) Unless the Takeover   Panel agrees otherwise, if Bidco proceeds with the 2015 Acquisition the   Borrower shall dispatch (or cause the dispatch of) the 2015 Acquisition   Circular within 28 days of the date of issue of the Announcement (or on such   later date as the Takeover Panel may permit). (c) The Borrower shall procure   that the terms of the Offering Circular or as the case may be the Scheme   Circular are not inconsistent with, or contrary to, the terms of the draft   Announcement in any respect materially adverse to the interests of the   Tranche B-2 Term Lenders, unless the Tranche B-2 Arrangers have consented to   the applicable change (such consent not to be unreasonably withheld, delayed   or conditioned) or unless the applicable change is required by any applicable   Law (including, without limitation, the Act or the Takeover Rules), the   Takeover Panel, any applicable stock exchange, any applicable government or   other regulatory authority, or a court of competent jurisdiction (including,   without limitation, the Court). (d) The Borrower shall, upon the reasonable   request of the Tranche B-2 Arrangers, deliver to the Administrative Agent   (for further delivery to the Tranche B-2 Term Lenders) Tranche B-2 Arrangers   updates as to the status and progress in respect of the 2015 Acquisition,   including details of the level of acceptances of the Offer, and will notify   the Tranche B-2 Arrangers promptly following any Responsible Officer of the   Borrower becoming aware of any reasonably likely failure to fully satisfy any   condition of the Offer or the Scheme, as applicable, that would allow Bidco   to not proceed with the Offer or the Scheme, as applicable, in each case, to   the extent it is able to do so in compliance with applicable Law (including,   without limitation, the Act or the Takeover Rules) and confidentiality or   other obligations to which it or its applicable Affiliates are subject. (e)   The Borrower shall promptly pay (or cause prompt payment of) all amounts   payable under the 2015 Acquisition Documents as and when they become due   (except to the extent that any such amounts are being contested in good faith   by the Borrower or any of its Subsidiaries and where adequate reserves are   set aside for any such payment). (f) The Borrower, if it determines that it   is in its commercial best interest to do so, shall take (or shall use   commercially reasonable efforts to cause the taking of) all reasonable and   practical steps to preserve and enforce its rights (or the rights of any of its   Subsidiaries) and pursue any claims and remedies arising under any 2015   Acquisition Documents. (g) [Reserved.] -135-Last Saved: 08/19/2013 8:50 pm   CG&R Draft 1000892582v1 1000892582 


    




 










(h) The   Borrower shall not, and shall procure that Bidco does not, take any action   (and procure, so far as it is able to do so, that no person Acting in Concert   (as defined in the Irish Takeover Panel Act of 1997 (as amended)) with it or   otherwise, takes any action) which would compel it (or any person Acting in   Concert with it) to make an offer to shareholders in the Target under Rule 9   of the Takeover Rules 2013 of Ireland. (i) The Borrower shall not and shall   procure that Bidco does not without the prior written consent of the   Administrative Agent purchase any Target Shares other than under the Offer   or, where the 2015 Acquisition proceeds by means of a Scheme, under the   Scheme. (j) Where the 2015 Acquisition is to be undertaken by way of a Scheme   but then changes to an Offer (or vice versa), the Borrower shall promptly   notify the Administrative Agent of such change. Following any change in the   way in which the 2015 Acquisition is to be undertaken, as notified by the   Borrower under this clause (i), each reference to “2015 Acquisition   Documents” in this Agreement shall be construed accordingly. (k) The Borrower   shall: (i) procure that Bidco complies with its obligations under the Scheme   and the Scheme Documents or, as the case may be, the Offer and the Offer   Documents, except to the extent (x) failure to do is not materially adverse   to the interests of the Tranche B-2 Term Lenders or (y) otherwise required by   any applicable Law (including, without limitation, the Act or the Takeover   Rules), the Takeover Panel, any applicable stock exchange, any applicable government   or other regulatory authority, or a court of competent jurisdiction   (including, without limitation, the Court); (ii) procure that Bidco does not   waive or amend or agree to any waiver or amendment of the Minimum Acceptance   Condition or of those conditions to the Scheme specified in paragraphs 3.1.1,   3.1.2 and 3.6 of Appendix I to the Scheme Press Release (or, in the case of   an Offer, the equivalent conditions to the Offer) without obtaining the prior   written consent of the Tranche B-2 Arrangers; provided that no consent of the   Tranche B-2 Arrangers shall be required if any such waiver or amendment shall   have been required by any applicable Law (including, without limitation, the   Act or the Takeover Rules), the Takeover Panel, any applicable stock exchange,   any applicable government or other regulatory authority, or a court of   competent jurisdiction (including, without limitation, the Court); (iii)   procure that Bidco does not waive or amend or agree to any waiver or   amendment of any condition of the Offer or (as the case may be) the Scheme   (other than a condition referred to in Section 6.20(k)(ii) above) that is   materially adverse to the interests of the Tranche B-2 Term Lenders, without   the consent of the Tranche B-2 Arrangers (such consent not to be unreasonably   withheld, delayed or conditioned), provided that no consent of the Tranche   B-2 Arrangers shall be required if any such waiver or modification shall have   been required by any applicable Law (including, without limitation, the Act   or the Takeover Rules), the Takeover Panel, any applicable stock exchange,   any applicable government or other regulatory authority, or a court of   -136-Last Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










competent   jurisdiction (including, without limitation, the Court); (iv) if any   Responsible Officer of the Borrower becomes aware of a circumstance or event   which would entitle or could reasonably be expected to entitle Bidco to   withdraw from the Scheme or the Offer, as applicable, in accordance with the   Takeover Rules and circumstances arise where the Takeover Panel would allow   reliance by Bidco on any condition to withdraw from the Scheme or the Offer,   as applicable, notify the Tranche B-2 Arrangers as soon as practicable of   such circumstances or event, unless it is not able to do so in compliance   with applicable Law (including, without limitation, the Act or the Takeover   Rules) or unless otherwise required by Takeover Panel, any applicable stock   exchange, any applicable government or other regulatory authority, or a court   of competent jurisdiction (including, without limitation, the Court); (v) if   a circumstance or event referred to in section 6.20(k)(iv) above occurs and   such circumstance or event could reasonably be expected to have a Material   Adverse Effect: (A) upon the Tranche B-2 Arrangers’ request, promptly request   the Takeover Panel and/or, in the case of a Scheme, promptly request that the   Target makes such application to the Court, to agree to the lapsing or   withdrawal of the Offer or, as the case may be the Scheme as a result of the   non-satisfaction of that condition and (B) if the Takeover Panel and/or the   Court so agrees, not waive that condition or treat it as satisfied, and   withdraw the Offer or the Scheme as soon as practicable; (vi) agree with the   Tranche B-2 Arrangers the content of, and deliver to the Tranche B-2   Arrangers copies of, all publicity material, announcements intended to be   published in relation to the 2015 Acquisition or any Tranche B-2 Term Loan to   the extent that they refer to the Administrative Agent, the Tranche B-2   Arrangers, the Tranche B-2 Term Lenders or any Tranche B-2 Term Loan (other   than the Scheme Documents or the Offer Documents) as soon as practicable   prior to their publication, unless otherwise required by applicable Law   (including, without limitation, the Act or the Takeover Rules), the Takeover   Panel, any applicable stock exchange, any applicable government or other   regulatory authority, or a court of competent jurisdiction (including, without   limitation, the Court); and (vii) except to the extent necessary to comply   with any obligations of confidentiality to any regulatory authority, and   unless otherwise required by applicable Law (including, without limitation,   the Act or the Takeover Rules), the Takeover Panel, any applicable stock   exchange, any applicable government or other regulatory authority, or a court   of competent jurisdiction (including, without limitation, the Court), keep   the Tranche B-2 Arrangers informed and consult with the Tranche B-2 Arrangers   as to (i) the terms and conditions of any assurance or undertaking proposed   to be given by or on behalf of the Borrower, Bidco or any of its Affiliates   or, so far as the Borrower or Bidco is aware, the Target to any person for   the purpose of obtaining any authorization or clearance in connection with   the 2015 Acquisition; and (ii) any terms or conditions proposed in connection   with any authorisation required by law in connection with the 2015   Acquisition, in each case of clauses (i) and (ii), above where such terms and   conditions could reasonably be expected to have a Material Adverse -137-Last   Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










Effect. The   provisions of this Section 6.20 are for the benefit of the Tranche B-2 Term   Lenders only and, notwithstanding anything herein to the contrary, the   Required Class Lenders under the Tranche B-2 Term Facility may amend, waive   or otherwise modify this Section 6.20 or the defined terms used solely for   purposes of this Section 6.20 or waive any Default resulting from a breach of   this Section 6.20 without the consent of any Lenders other than such Required   Class Lenders. Section 6.21Conditions Subsequent. (a) The Borrower undertakes   that: (i) if the Squeeze-Out Date occurs, Bidco shall promptly commence the   Squeeze-Out in respect of those Target Shares that have not been assented to   the Offer and shall ensure that within two weeks thereafter notices in the   prescribed form are given to the holders of such Target Shares that Bidco   desires to acquire such Target Shares in accordance with the Squeeze-Out;   (ii) it shall procure as soon as possible, and in any event within three (3)   months of the 2015 Closing Date where the 2015 Acquisition proceeds by means   of a Scheme or within 4 months of the 2015 Closing Date where the 2015   Acquisition proceeds by means of an Offer, that the Target shall be   re-registered as a private company pursuant to Section 1290 of the Act. (iii)   the Borrower shall use its best efforts to procure that, by no later than the   expiry of the Certain Funds Period, the Organization Documents of the Target   shall be amended so that Bidco shall have the right to acquire any Target   Shares which are required to be issued by the Target pursuant to any rights   of any person under any option scheme and evidence shall be provided to the   Administrative Agent of such amendment. ARTICLE VII. Negative Covenants So   long as any Lender shall have any Commitment hereunder, any Loan or other   Obligation hereunder which is accrued and payable shall remain unpaid or   unsatisfied, or any Letter of Credit shall remain outstanding: Section   7.01Liens. The Borrower will not, and will not permit any Guarantor to,   directly or indirectly, create, incur, assume or suffer to exist any Lien   that secures any obligation or any related guarantee, on any asset or   property of the Borrower or any Guarantor, or any income or profits -138-Last   Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










therefrom, or   assign or convey any right to receive income therefrom, other than the   following (“Permitted Liens”): (1) pledges, deposits or security by such   Person under workmen’s compensation laws, unemployment insurance, employers’   health tax, and other social security laws or similar legislation, or other   insurance related obligations (including, but not limited to, in respect of   deductibles, self-insured retention amounts and premiums and adjustments   thereto) or indemnification obligations of (including obligations in respect   of letters of credit or bank guarantees for the benefit of) insurance   carriers providing property, casualty or liability insurance, or good faith   deposits in connection with bids, tenders, contracts (other than for the   payment of Indebtedness) or leases to which such Person is a party, or   deposits to secure public or statutory obligations of such Person or deposits   of cash or U.S. government bonds to secure surety, stay, customs or appeal   bonds to which such Person is a party, or deposits as security for contested   taxes or import duties or for the payment of rent, performance and return of   money bonds and other similar obligations (including letters of credit issued   in lieu of any such bonds or to support the issuance thereof and including   those to secure health, safety and environmental obligations), in each case   incurred in the ordinary course of business; (2) Liens imposed by law or   regulation, such as carriers’, warehousemen’s and mechanics’ Liens, in each   case for sums not yet overdue for a period of more than 30 days or being   contested in good faith by appropriate proceedings or other Liens arising out   of judgments or awards against such Person with respect to which such Person   shall then be proceeding with an appeal or other proceedings for review if   adequate reserves with respect thereto are maintained on the books of such   Person in accordance with GAAP; (3) Liens for taxes, assessments or other   governmental charges not yet overdue for a period of more than 30 days or   payable or subject to penalties for nonpayment or which are being contested   in good faith by appropriate proceedings diligently conducted, if adequate   reserves with respect thereto are maintained on the books of such Person in accordance   with GAAP; (4) Liens in favor of issuers of performance, surety bonds or bid,   indemnity, warranty, release, appeal or similar bonds or with respect to   other regulatory requirements or letters of credit issued pursuant to the   request of and for the account of such Person in the ordinary course of its   business; (5) minor survey exceptions, minor encumbrances, easements or   reservations of, or rights of others for, licenses, rights-of-way, sewers,   electric lines, telegraph and telephone lines and other similar purposes, or   zoning or other restrictions (including, without limitation, minor defects or   irregularities in title and similar encumbrances) as to the use of real   properties or Liens incidental, to the conduct of the business of such Person   or to the ownership of its properties which were not incurred in connection   with Indebtedness and which do not in the aggregate materially adversely   affect the -139-Last Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1   1000892582 


    




 










value of said   properties or materially impair their use in the operation of the business of   such Person; (6) Liens securing Indebtedness permitted to be incurred   pursuant to clause (4), (11) or (16) of Section 7.02(b); provided that Liens   securing Indebtedness permitted to be incurred pursuant to clause (16) extend   only to the assets of Foreign Subsidiaries; (7) Liens existing on the Closing   Date listed on Schedule 7.01(b); (8) Liens on property or shares of stock of   a Person at the time such Person becomes a Subsidiary; provided, however,   such Liens are not created or incurred in connection with, or in   contemplation of, such other Person becoming such a Subsidiary; provided,   further, however, that such Liens may not extend to any other property owned   by the Borrower or any of its Restricted Subsidiaries; (9) Liens on property   at the time the Borrower or a Restricted Subsidiary acquired the property,   including any acquisition by means of a merger or consolidation with or into   the Borrower or any of its Restricted Subsidiaries; provided, however, that   such Liens are not created or incurred in connection with, or in   contemplation of, such acquisition, merger or consolidation; provided,   further, however, that the Liens may not extend to any other property owned   by the Borrower or any of its Restricted Subsidiaries; (10) Liens securing   Indebtedness or other obligations of a Restricted Subsidiary owing to the   Borrower or another Restricted Subsidiary permitted to be incurred under   Section 7.02; (11) Liens securing Hedging Obligations so long as, in the case   of Hedging Obligations related to interest, the related Indebtedness is, and   is permitted to be under this Agreement, secured by a Lien on the same   property securing such Hedging Obligations; (12) Liens on specific items of   inventory of other goods and proceeds of any Person securing such Person’s   obligations in respect of bankers’ acceptances or trade letters of credit   issued or created for the account of such Person to facilitate the purchase,   shipment or storage of such inventory or other goods; (13) leases, subleases,   licenses or sublicenses (including of intellectual property) granted to   others in the ordinary course of business which do not materially interfere   with the ordinary conduct of the business of the Borrower or any of its   Restricted Subsidiaries and do not secure any Indebtedness; (14) Liens   arising from Uniform Commercial Code (or equivalent statute) financing   statement filings regarding operating leases entered into by the Borrower and   its Restricted Subsidiaries in the ordinary course of business; -140-Last   Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










(15) Liens in   favor of the Borrower or any Guarantor; (16) Liens on equipment of the   Borrower or any of its Restricted Subsidiaries granted in the ordinary course   of business; (17) Liens on accounts receivable and related assets incurred in   connection with a Receivables Facility; (18) Liens to secure any refinancing,   refunding, extension, renewal or replacement (or successive refinancing,   refunding, extensions, renewals or replacements) as a whole, or in part, of   any Indebtedness secured by any Lien referred to in the foregoing clauses   (6), (7), (8), (9) and (18); provided, however, that (a) such new Lien shall   be limited to all or part of the same property that secured the original Lien   (plus improvements on such property), and (b) the Indebtedness secured by   such Lien at such time is not increased to any amount greater than the sum of   (i) the outstanding principal amount or, if greater, committed amount of the   Indebtedness described under clauses (6), (7), (8), (9) and (18) at the time   the original Lien became a Permitted Lien under this Agreement, and (ii) an   amount necessary to pay any fees and expenses, including premiums, and   accrued and unpaid interest related to such refinancing, refunding,   extension, renewal or replacement; (19) deposits made in the ordinary course   of business to secure liability to insurance carriers; (20) other Liens   securing obligations which do not exceed $100,000,000 at any one time   outstanding; (21) Liens securing judgments for the payment of money not   constituting an Event of Default under Section 8.01(h) so long as such Liens   are adequately bonded and any appropriate legal proceedings that may have   been duly initiated for the review of such judgment have not been finally   terminated or the period within which such proceedings may be initiated has   not expired; (22) Liens in favor of customs and revenue authorities arising   as a matter of law to secure payment of customs duties in connection with the   importation of goods in the ordinary course of business; (23) Liens (i) of a   collection bank arising under Section 4-210 of the Uniform Commercial Code or   any comparable or successor provision on items in the course of collection,   (ii) attaching to commodity trading accounts or other commodity brokerage   accounts incurred in the ordinary course of business, and (iii) in favor of   banking or other financial institutions arising as a matter of law encumbering   deposits (including the right of set-off) and which are within the general   parameters customary in the banking industry; -141-Last Saved: 08/19/2013   8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










(24) Liens   deemed to exist in connection with Investments in repurchase agreements   permitted under Section 7.02; provided that such Liens do not extend to any   assets other than those that are the subject of such repurchase agreement;   (25) Liens encumbering reasonable customary initial deposits and margin   deposits and similar Liens attaching to commodity trading accounts or other   brokerage accounts incurred in the ordinary course of business and not for   speculative purposes; (26) Liens that are contractual rights of set-off (i)   relating to the establishment of depository relations with banks not given in   connection with the issuance of Indebtedness, (ii) relating to pooled deposit   or sweep accounts of the Borrower or any of its Restricted Subsidiaries to permit   satisfaction of overdraft or similar obligations incurred in the ordinary   course of business of the Borrower and its Restricted Subsidiaries or (iii)   relating to purchase orders and other agreements entered into with customers   of the Borrower or any of its Restricted Subsidiaries in the ordinary course   of business; (27) Liens pursuant to any Loan Document; (28) on Collateral   securing Indebtedness incurred pursuant to Section 7.02(b)(20) and   7.02(b)(21), in each case so long as such Indebtedness is subject to the   Intercreditor Agreement (or Second Lien Intercreditor Agreement in the case   of Permitted Junior Secured Refinancing Debt); (29) Liens on the Equity   Interests of Unrestricted Subsidiaries that secure Indebtedness of such   Unrestricted Subsidiaries; (30) any encumbrance or restriction (including put   and call arrangements) with respect to capital stock of any joint venture or   similar arrangement pursuant to any joint venture or similar agreement; and   (31) Liens on property or assets used to defease or to irrevocably satisfy   and discharge Indebtedness; provided that such defeasance or satisfaction and   discharge is not prohibited by this Agreement; and (32) Liens on Equity   Interests constituting Margin Stock or Amber Holding Equity Interests. For   purposes of this Section 7.01, the term “Indebtedness” shall be deemed to   include interest on and the costs in respect of such Indebtedness. Section   7.02Incurrence of Indebtedness and Issuance of Disqualified Stock and   Preferred Stock. (a) The Borrower will not, and will not permit any of its   Restricted Subsidiaries to, directly or indirectly, create, incur, issue,   assume, guarantee or otherwise become directly or indirectly liable,   contingently, or otherwise (collectively, “incur” and collectively, an   “incurrence”) with respect to any Indebtedness (including Acquired   Indebtedness) and the -142-CG&R Draft 1000892582v1 Last Saved: 08/19/2013   8:50 pm 1000892582 


    




 










Borrower will   not issue any shares of Disqualified Stock and will not permit any Restricted   Subsidiary to issue any shares of Disqualified Stock or Preferred Stock;   provided, however, that the Borrower may incur Indebtedness (including   Acquired Indebtedness) or issue shares of Disqualified Stock, and any of its   Restricted Subsidiaries may incur Indebtedness (including Acquired   Indebtedness), issue shares of Disqualified Stock and issue shares of   Preferred Stock, if the Fixed Charge Coverage Ratio on a consolidated basis   for the Borrower and its Restricted Subsidiaries’ most recently ended four   fiscal quarters for which internal financial statements are available   immediately preceding the date on which such additional Indebtedness is   incurred or such Disqualified Stock or Preferred Stock is issued would have   been at least 2.25 to 1.00, determined on a pro forma basis (including a pro   forma application of the net proceeds therefrom), as if the additional   Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock   had been issued, as the case may be, and the application of proceeds   therefrom had occurred at the beginning of the most recently ended four   fiscal quarters for which internal financial statements are available;   provided, further, that the amount of Indebtedness (including Acquired   Indebtedness), Disqualified Stock and Preferred Stock that may be incurred or   issued, as applicable, pursuant to the foregoing by non-Loan Parties shall   not exceed $250,000,000 at any one time outstanding. (b) The provisions of   Section 7.02(a) hereof shall not apply to: (1) Indebtedness of any Loan Party   under the Loan Documents; (2) the incurrence by the Borrower and any   Guarantor of Indebtedness represented by the Senior Notes (including any   guarantee thereof) issued and outstanding on the Closing Date; (3)   Indebtedness of the Borrower and its Restricted Subsidiaries in existence on   the Closing Date (other than Indebtedness described in clauses (1) and (2))   listed on Schedule 7.02(b); (4) Indebtedness (including Capitalized Lease   Obligations), Disqualified Stock and Preferred Stock incurred by the Borrower   or any of its Restricted Subsidiaries, to finance the purchase, lease,   construction or improvement of property (real or personal) or equipment that   is used or useful in a Similar Business, whether through the direct purchase   of assets or the Capital Stock of any Person owning such assets, in an   aggregate principal amount or liquidation preference which, when aggregated   with the principal amount of all other Indebtedness, Disqualified Stock and   Preferred Stock then outstanding and together with any other Indebtedness   incurred under this clause (4) not to exceed the greater of (x) $125,000,000   and (y) 1.0% of the Total Assets at the time of incurrence; (5) Indebtedness   incurred by the Borrower or any of its Restricted Subsidiaries constituting reimbursement   obligations with respect to letters of credit, bankers’ acceptances, bank   guarantees, warehouse receipts or similar facilities issued or entered into   in the ordinary course of business, including letters of credit in respect of   workers’ compensation claims, performance or surety bonds, health, disability   or other employee benefits or property, casualty or liability insurance or   self-insurance or other -143-CG&R Draft 1000892582v1 Last Saved:   08/19/2013 8:50 pm 1000892582 


    




 










Indebtedness   with respect to reimbursement type obligations regarding workers’   compensation claims, performance or surety bonds, health, disability or other   employee benefits or property, casualty or liability insurance or   self-insurance; (6) Indebtedness arising from agreements of the Borrower or   its Restricted Subsidiaries providing for indemnification, adjustment of   purchase price or similar obligations, in each case, incurred or assumed in   connection with the disposition of any business, assets or a Subsidiary,   other than guarantees of Indebtedness incurred by any Person acquiring all or   any portion of such business, assets or a Subsidiary for the purpose of   financing such acquisition; provided, however, that the maximum assumable   liability in respect of all such Indebtedness shall at no time exceed the   gross proceeds including non-cash proceeds (the fair market value (as   determined in good faith by the Borrower) of such non-cash proceeds being   measured at the time received and without giving effect to any subsequent   changes in value) actually received by the Borrower and its Restricted   Subsidiaries in connection with such disposition; (7) Indebtedness of (A) the   Borrower or a Restricted Subsidiary to a Restricted Subsidiary or (B) of a   Restricted Subsidiary to the Borrower; provided that (x) any such   Indebtedness of the Borrower or a Restricted Subsidiary that is a Guarantor   owing to a Restricted Subsidiary that is not a Guarantor is expressly   subordinated in right of payment to the Obligations; and (y) any Indebtedness   of a Restricted Subsidiary that is not a Guarantor owed to the Borrower or   Guarantor to the extent constituting an Investment must be permitted under   Section 7.05; provided further that any subsequent issuance or transfer of   any Capital Stock or any other event which results in any Restricted   Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent   transfer of any such Indebtedness (except to the Borrower or another   Restricted Subsidiary or any pledge of such Indebtedness constituting a   Permitted Lien) shall be deemed, in each case, to be an incurrence of such   Indebtedness not permitted by this clause (7); (8) shares of Preferred Stock   of a Restricted Subsidiary issued to the Borrower or another Restricted   Subsidiary, provided that any subsequent issuance or transfer of any Capital   Stock or any other event which results in any such Restricted Subsidiary   ceasing to be a Restricted Subsidiary or any other subsequent transfer of any   such shares of Preferred Stock (except to the Borrower or another of its   Restricted Subsidiaries) shall be deemed in each case to be an issuance of   such shares of Preferred Stock not permitted by this clause (8); (9) Hedging   Obligations (excluding Hedging Obligations entered into for speculative   purposes) for the purpose of limiting interest rate risk with respect to any   Indebtedness permitted to be incurred pursuant to this Section 7.02, exchange   rate risk or commodity pricing risk; (10) obligations in respect of   performance, bid, appeal and surety bonds and completion guarantees and   similar obligations provided by the Borrower or any of its Restricted   Subsidiary or obligations in respect of letters of credit, bank guarantees or   -144-Last Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










similar   instruments related thereto, in each case in the ordinary course of business   or consistent with past practice; (11) Indebtedness or Disqualified Stock of   the Borrower and Indebtedness, Disqualified Stock or Preferred Stock of the   Borrower or any Restricted Subsidiary not otherwise permitted hereunder in an   aggregate principal amount or liquidation preference, which when aggregated   with the principal amount and liquidation preference of all other   Indebtedness, Disqualified Stock and Preferred Stock then outstanding and   incurred pursuant to this clause (11), does not at any one time outstanding   exceed the greater of (x) $400,000,000 and (y) 3.0% of Total Assets (it being   understood that any Indebtedness, Disqualified Stock or Preferred Stock   incurred pursuant to this clause (11) shall cease to be deemed incurred or   outstanding for purposes of this clause (11) but shall be deemed incurred   under Section 7.02(a) from and after the first date on which the Borrower or   such Restricted Subsidiary could have incurred such Indebtedness,   Disqualified Stock or Preferred Stock under Section 7.02(a) without reliance   on this clause (11); (12) the incurrence by the Borrower or any Restricted   Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock which   serves to refund or refinance: (a) any Indebtedness, Disqualified Stock or   Preferred Stock incurred as permitted under Section 7.02(a) hereof and   clauses (2) and (3) above, this clause (12) and clauses (13) and (19) below   of this Section 7.02(b), or (b) any Indebtedness, Disqualified Stock or   Preferred Stock issued to so refund or refinance the Indebtedness,   Disqualified Stock or Preferred Stock described in clause (a) above of this   Section 7.02(b)(12), including, in each case, additional Indebtedness,   Disqualified Stock or Preferred Stock incurred to pay premiums (including   tender premiums), defeasance costs and fees and expenses in connection   therewith (collectively, the “Refinancing Indebtedness”) prior to its   respective maturity; provided, however, that such Refinancing Indebtedness:   (A) (A) has a Weighted Average Life to Maturity at the time such Refinancing   Indebtedness is incurred which is not less than the remaining Weighted   Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred   Stock being refunded or refinanced, (B) (B) to the extent such Refinancing   Indebtedness refinances (i) Indebtedness subordinated to or ranking pari   passu to the Obligations or the Guaranty, such Refinancing Indebtedness is   subordinated to or ranking pari passu, as the case may be, to the Obligations   or the Guaranty at least to the same extent as the Indebtedness being   refinanced or refunded or (ii) Disqualified Stock or Preferred Stock, such   Refinancing Indebtedness must be Disqualified Stock or Preferred Stock,   respectively, and -145-CG&R Draft 1000892582v1 Last Saved: 08/19/2013   8:50 pm 1000892582 


    




 










(C)(C) shall   not include: (i) Stock of a Indebtedness,DisqualifiedStockorPreferred   Subsidiary of the Borrower that is not a Guarantor that refinances   Indebtedness, Disqualified Stock or Preferred Stock of the Borrower;   (ii)Indebtedness,DisqualifiedStockorPreferred Stock of a Subsidiary of the   Borrower that is not a Guarantor that refinances Indebtedness, Disqualified   Stock or Preferred Stock of a Guarantor; or   (iiiii)Indebtedness,DisqualifiedStockorPreferred Stock of the Borrower or a   Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or   Preferred Stock of an Unrestricted Subsidiary; (13) Indebtedness,   Disqualified Stock or Preferred Stock of (x) the Borrower or a Restricted   Subsidiary incurred to finance an acquisition or (y) Persons that are   acquired by the Borrower or any Restricted Subsidiary or merged into or   consolidated with the Borrower or a Restricted Subsidiary in accordance with   the terms of this Agreement; provided that after giving effect to such   acquisition, merger or consolidation, either: (a) the Borrower would be   permitted to incur at least $1.00 of additional Indebtedness pursuant to the   Fixed Charge Coverage Ratio test set forth in Section 7.02(a), or (b) the   Fixed Charge Coverage Ratio of the Borrower and its Restricted Subsidiaries   is equal to or greater than immediately prior to such acquisition, merger or   consolidation; (14) Indebtedness arising from the honoring by a bank or other   financial institution of a check, draft or similar instrument drawn against   insufficient funds in the ordinary course of business, provided that such   Indebtedness is extinguished within five Business Days of notice of its   incurrence; (15) (a) any guarantee by the Borrower or a Restricted Subsidiary   of Indebtedness or other obligations of any Restricted Subsidiary so long as   the incurrence of such Indebtedness incurred by such Restricted Subsidiary is   permitted under the terms of this Agreement, or (b) any guarantee by a   Restricted Subsidiary of Indebtedness of the Borrower; (16) Indebtedness of   Foreign Subsidiaries of the Borrower at any one time outstanding and together   with any other Indebtedness incurred under this clause (16) -146-CG&R   Draft 1000892582v1 Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










not to exceed   the greater of (x) $200 million and (y) 5.0% of the Total Assets of the   Foreign Subsidiaries at the time of incurrence (it being understood that any   Indebtedness incurred pursuant to this clause (16) shall cease to be deemed   incurred or outstanding for purposes of this clause (16) but shall be deemed   incurred for the purposes of Section 7.02(a) from and after the first date on   which such Foreign Subsidiary could have incurred such Indebtedness under   Section 7.02(a) without reliance on this clause (16)); (17) Indebtedness of   the Borrower or any of its Restricted Subsidiaries consisting of (i) the   financing of insurance premiums or (ii) take-or-pay obligations contained in   supply arrangements in each case, incurred in the ordinary course of   business; (18) Indebtedness of the Borrower or any of its Restricted   Subsidiaries undertaken in connection with cash management and related   activities with respect to any Subsidiary or joint venture in the ordinary   course of business; (19) Indebtedness consisting of Indebtedness issued by   the Borrower or any of its Restricted Subsidiaries to current or former   officers, directors and employees thereof, their respective estates, spouses   or former spouses, in each case to finance the purchase or redemption of   Equity Interests of the Borrower permitted under Section 7.05(b)(4); (20)   Indebtedness incurred pursuant to a Permitted Debt Offering so long as the   aggregate principal amount of such Indebtedness does not exceed the Maximum   Incremental Facilities Amount; and (21) Credit Agreement Refinancing   Indebtedness. (c) For purposes of determining compliance with this Section   7.02: (1) in the event that an item of Indebtedness, Disqualified Stock or   Preferred Stock (or any portion thereof) meets the criteria of more than one   of the categories of permitted Indebtedness, Disqualified Stock or Preferred   Stock described in clauses (1) through (21) of Section 7.02(b) above or is   entitled to be incurred pursuant to Section 7.02(a) hereof, the Borrower, in   its sole discretion, will classify or reclassify such item of Indebtedness,   Disqualified Stock or Preferred Stock (or any portion thereof) and will only   be required to include the amount and type of such Indebtedness, Disqualified   Stock or Preferred Stock in one of the above clauses; provided that all   Indebtedness outstanding under the Credit Facilities on the Closing Date will   be treated as incurred on the Closing Date under clause (1) of Section   7.02(b) hereof and will not later be reclassified; and (2) at the time of   incurrence, the Borrower will be entitled to divide and classify an item of   Indebtedness in more than one of the types of Indebtedness described in   Section 7.02(a) and Section 7.02(b) hereof. -147-Last Saved: 08/19/2013 8:50   pm CG&R Draft 1000892582v1 1000892582 


    




 










Accrual of   interest, the accretion of accreted value and the payment of interest or   dividends in the form of additional Indebtedness, Disqualified Stock or   Preferred Stock, as applicable, will not be deemed to be an incurrence of   Indebtedness, Disqualified Stock or Preferred Stock for purposes of this   Section 7.02. Any refinancing Indebtedness and any Indebtedness incurred to   refinance Indebtedness incurred pursuant to clauses (1) and (11) above shall   be permitted to include additional Indebtedness, Disqualified Stock or   Preferred Stock incurred to pay premiums (including tender premiums),   defeasance costs, accrued and unpaid interest, fees and expenses in   connection with such refinancing. For purposes of determining compliance with   any U.S. dollar-denominated restriction on the incurrence of Indebtedness,   the U.S. dollar-equivalent principal amount of Indebtedness denominated in a   foreign currency shall be calculated based on the relevant currency exchange   rate in effect on the date such Indebtedness was incurred, in the case of   term debt, or first committed, in the case of revolving credit debt; provided   that if such Indebtedness is incurred to refinance other Indebtedness   denominated in a foreign currency, and such refinancing would cause the   applicable U.S. dollar-denominated restriction to be exceeded if calculated   at the relevant currency exchange rate in effect on the date of such   refinancing, such U.S. dollar-denominated restriction shall be deemed not to   have been exceeded so long as the principal amount of such refinancing   Indebtedness does not exceed the principal amount of such Indebtedness being   refinanced. The principal amount of any Indebtedness incurred to refinance   other Indebtedness, if incurred in a different currency from the Indebtedness   being refinanced, shall be calculated based on the currency exchange rate   applicable to the currencies in which such respective Indebtedness is   denominated that is in effect on the date of such refinancing.   Notwithstanding anything to the contrary contained in this Section 7.02, the   Borrower will not, and will not permit any Guarantor to, directly or   indirectly, incur any Indebtedness (including Acquired Indebtedness) that is   subordinated or junior in right of payment to any Indebtedness of the   Borrower or such Guarantor, as the case may be, unless such Indebtedness is   expressly subordinated in right of payment to the Obligations or such   Guarantor’s Guarantee to the extent and in the same manner as such   Indebtedness is subordinated to other Indebtedness of the Borrower or such   Guarantor, as the case may be. For the purposes of this Agreement, (1)   Indebtedness that is unsecured is not deemed to be subordinated or junior to   Secured Indebtedness merely because it is unsecured, and (2) Senior   Indebtedness is not deemed to be subordinated or junior to any other Senior   Indebtedness merely because it has a junior priority with respect to the same   collateral. Section 7.03Fundamental Changes. Neither the Borrower nor any of   its Restricted Subsidiaries shall merge, dissolve, liquidate, consolidate   with or into another Person, or Dispose of (whether in one transaction or in   a series of transactions) all or substantially all of its assets (whether now   owned or hereafter acquired) to or in favor of any Person (other than as part   of the Transaction or the 2015 Transactions), except that: -148-Last Saved:   08/19/2013 8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










(a) any   Restricted Subsidiary may merge or consolidate with (i) the Borrower   (including a merger, the purpose of which is to reorganize the Borrower into   a new jurisdiction); provided that the Borrower shall be the continuing or   surviving Person or (ii) one or more other Restricted Subsidiaries; provided   that when any Person that is a Loan Party is merging with a Restricted   Subsidiary under clause (a), a Loan Party shall be the continuing or   surviving Person; (b) (i) any Subsidiary that is not a Loan Party may merge   or consolidate with or into any other Subsidiary that is not a Loan Party and   (ii) any Subsidiary may liquidate or dissolve if the Borrower determines in   good faith that such action is in the best interest of the Borrower and its   Subsidiaries and if not materially disadvantageous to the Lenders; (c) the   Borrower or any Restricted Subsidiary may Dispose of all or substantially all   of its assets (upon voluntary liquidation or otherwise) to the Borrower or to   another Restricted Subsidiary; provided that if the transferor in such a   transaction is the Borrower or a Guarantor, then (i) the transferee must be   the Borrower or a Guarantor or (ii) to the extent constituting an Investment,   such Investment must be a permitted Investment in or Indebtedness of a   Restricted Subsidiary which is not a Loan Party in accordance with Sections   7.02 and 7.05 or the definition of Permitted Investment (other than clause   (d) thereof), respectively; and (d) so long as no Default exists or would   result therefrom, the Borrower may merge or consolidate with any other   Person; provided that (i) the Borrower shall be the continuing or surviving   corporation or (ii) if the Person formed by or surviving any such merger or   consolidation (any such Person, the “Successor Company”) is not the Borrower,   (A) the Successor Company shall be an entity organized or existing under the   laws of the United States, any state thereof, the District of Columbia or any   territory thereof, (B) the Successor Company shall expressly assume all the   obligations of the Borrower under this Agreement and the other Loan Documents   to which the Borrower is a party pursuant to a supplement hereto or thereto   in form reasonably satisfactory to the Administrative Agent, (C) each   Guarantor, unless it is the other party to such merger or consolidation,   shall have confirmed that its Guarantee shall apply to the Successor Company’s   obligations under the Loan Documents, (D) each Guarantor, unless it is the   other party to such merger or consolidation, shall have by a supplement to   the Security Agreement and other applicable Collateral Documents confirmed   that its obligations thereunder shall apply to the Successor Company’s   obligations under the Loan Documents, (E) each mortgagor of a parcel of Real   Property that is subject to a Mortgage, unless it is the other party to such   merger or consolidation, shall have by an amendment to or restatement of the   applicable Mortgage confirmed that its obligations thereunder shall apply to   the Successor Company’s obligations under the Loan Documents, and (F) the   Borrower shall have delivered to the Administrative Agent an officer’s   certificate and an opinion of counsel, each stating that such merger or   consolidation and such supplement to this Agreement or any Collateral   Document comply with this Agreement; provided, further, that if the foregoing   are satisfied, the -149-Last Saved: 08/19/2013 8:50 pm CG&R Draft   1000892582v1 1000892582 


    




 










Successor   Company will succeed to, and be substituted for, the Borrower under this   Agreement; (e) so long as no Default exists or would result therefrom, a   Guarantor may merge or consolidate with any other Person; provided that (i)   such Guarantor shall be the continuing or surviving corporation or (ii) if   the Successor Company is not such Guarantor, (A) the Successor Company shall   be an entity organized or existing under the laws of the United States, any   state thereof, the District of Columbia or any territory thereof, (B) the   Successor Company shall expressly assume all the obligations of such   Guarantor under this Agreement and the other Loan Documents to which such   Guarantor is a party pursuant to a supplement hereto or thereto in form   reasonably satisfactory to the Administrative Agent, (C) each other   Guarantor, unless it is the other party to such merger or consolidation,   shall have confirmed that its Guarantee shall apply to the Successor   Company’s obligations under the Loan Documents, (D) each other Guarantor,   unless it is the other party to such merger or consolidation, shall have by a   supplement to the Security Agreement and other applicable Collateral   Documents confirmed that its obligations thereunder shall apply to the   Successor Company’s obligations under the Loan Documents, (E) each mortgagor   of a parcel of Real Property that is subject to a Mortgage, unless it is the   other party to such merger or consolidation, shall have by an amendment to or   restatement of the applicable Mortgage confirmed that its obligations   thereunder shall apply to the Successor Company’s obligations under the Loan   Documents, and (F) such Guarantor shall have delivered to the Administrative   Agent an officer’s certificate and an opinion of counsel, each stating that   such merger or consolidation and such supplement to this Agreement or any   Collateral Document comply with this Agreement; provided, further, that if   the foregoing are satisfied, the Successor Company will succeed to, and be   substituted for, such Guarantor under this Agreement; (f) so long as no   Default exists or would result therefrom, the Borrower or any Restricted   Subsidiary may merge or consolidate with any other Person in order to effect   an Investment permitted pursuant to Section 7.05; provided that the continuing   or surviving Person shall be the Borrower or a Restricted Subsidiary, which   together with each of its Restricted Subsidiaries, shall have complied with   the requirements of Section 6.11; and (g) so long as no Default exists or   would result therefrom, a merger, dissolution, liquidation, consolidation or   Disposition, the purpose of which is to effect a Disposition permitted   pursuant to Section 7.04.; and (h) any Restricted Subsidiary may dispose of   the Equity Interests of the Target, to the extent constituting Margin Stock.   Section 7.04Dispositions. The Borrower shall not, and shall not permit any of   its Restricted Subsidiaries to, consummate any Disposition, except: -150-Last   Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










(a) (a) any   disposition of Cash Equivalents or Investment Grade Securities or obsolete or   worn out equipment or other assets in the ordinary course of business or any   disposition of inventory or goods (or other assets) held for sale in the   ordinary course of business; (b) (b) the disposition of all or substantially   all of the assets of the Borrower in a manner permitted pursuant to Section   7.03 or any disposition that constitutes a Change of Control pursuant to this   Agreement; (c) (c) the making of any Restricted Payment or Permitted   Investment that is permitted to be made, and is made, under Section 7.05; (d)   (d) any disposition of assets or issuance or sale of Equity Interests of any   Restricted Subsidiary in any transaction or series of transactions with an   aggregate fair market value (as determined in good faith by the Borrower) of   less than $75,000,000; (e) (e) any disposition of property or assets or   issuance of securities by a Restricted Subsidiary of the Borrower to the   Borrower or by the Borrower or a Restricted Subsidiary of the Borrower to   another Restricted Subsidiary of the Borrower; (f) (f) to the extent   allowable under Section 1031 of the Internal Revenue Code of 1986, or any   comparable or successor provision, any exchange of like property (excluding   any boot thereon) for use in a Similar Business; (g) (g) the lease,   assignment or sub-lease of any real or personal property in the ordinary   course of business; (h) (h) any issuance or sale of Equity Interests in, or   Indebtedness or other securities of, an Unrestricted Subsidiary; (i) (i)   foreclosures on assets; (j) (j) sales of accounts receivable, or   participations therein, in connection with any Receivables Facility; (k) (k)   any financing transaction with respect to property built or acquired by the   Borrower or any Restricted Subsidiary after the Closing Date, including Sale   and Lease-Back Transactions and asset securitizations permitted by this   Agreement; (l) (l) the licensing or sub-licensing of intellectual property or   other general intangibles in the ordinary course of business (other than   exclusive, world-wide licenses that are longer than three years); (m) (m)   sales, transfers and other dispositions of Investments in joint ventures to   the extent required by, or made pursuant to, customary buy/sell -151-CG&R   Draft 1000892582v1 Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










arrangements   between the joint venture parties set forth in joint venture arrangements and   similar binding arrangements; (n) (n) the lapse or abandonment of   intellectual property rights in the ordinary course of business which, in the   reasonable good faith determination of the Borrower, are not material to the   conduct of the business of the Borrower and its Restricted Subsidiaries taken   as a whole; (o) (o) (1) Dispositions in which the Borrower or such Restricted   Subsidiary, as the case may be, receives consideration at the time of such   Disposition at least equal to the fair market value (as determined in good   faith by the Borrower) of the assets sold or otherwise disposed of; and (2)   except in the case of a Permitted Asset Swap, at least 75% of the   consideration therefor received by the Borrower or such Restricted   Subsidiary, as the case may be, is in the form of cash or Cash Equivalents;   provided that the amount of: (i) (i) any liabilities (as shown on the   Borrower’s or such Restricted Subsidiary’s most recent consolidated balance   sheet or in the footnotes thereto, or if incurred or accrued subsequent to   the date of such balance sheet, such liabilities that would have been   reflected on the Borrower’s consolidated balance sheet or in the footnotes   thereto if such incurrence or accrual had taken place on or prior to the date   of such balance sheet, as determined in good faith by the Borrower) of the   Borrower or such Restricted Subsidiary, other than liabilities that are by   their terms subordinated to the Obligations, that are assumed by the   transferee of any such assets (or are otherwise extinguished by the   transferee in connection with the transactions relating to such Disposition)   and for which the Borrower and all such Restricted Subsidiaries have been   validly released by all applicable creditors in writing, (ii) (ii) any   securities received by the Borrower or such Restricted Subsidiary from such   transferee that are converted by the Borrower or such Restricted Subsidiary   into cash or Cash Equivalents, or by their terms are required to be satisfied   for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents   received), in each case, within 180 days following the closing of such   Disposition, and (iii) (iii) any Designated Non-cash Consideration received   by the Borrower or such Restricted Subsidiary in such Disposition having an   aggregate fair market value (as determined in good faith by the Borrower), taken   together with all other Designated Non-cash Consideration received pursuant   to this clause (iii) that is at that time outstanding, not to exceed the   greater of (x) $300,000,000 and (y) 2.50% of Total Assets at the time of the   receipt of such Designated Non-cash Consideration, with the fair market value   (as determined in good faith by the Borrower) of each item of Designated   Non-cash Consideration being measured at the time received and without giving   effect to subsequent changes in value, -152-Last Saved: 08/19/2013 8:50 pm   CG&R Draft 1000892582v1 1000892582 


    




 










shall be deemed   to be cash for purposes of clause (2) above and for no other purpose; and (p)   (p) the dispositionDisposition of any Equity Interests constituting Margin   Stock or Amber Holding Equity Interests. Section 7.05Restricted Payments. (a)   The Borrower will not, and will not permit any of its Restricted Subsidiaries   to, directly or indirectly, (I) declare or pay any dividend or make any   payment or distribution on account of the Borrower’s or any of its Restricted   Subsidiaries’ Equity Interests, including any dividend or distribution   payable in connection with any merger or consolidation other than (x)   dividends or distributions payable by the Borrower solely in Equity Interests   (other than Disqualified Stock) of the Borrower, or (y) dividends or   distributions by a Restricted Subsidiary so long as, in the case of any   dividend or distribution payable on or in respect of any class or series of   securities issued by a Restricted Subsidiary other than a Wholly-Owned   Subsidiary, the Borrower or a Restricted Subsidiary receives at least its pro   rata share of such dividend or distribution in accordance with its Equity   Interests in such class or series of securities; (II) purchase, redeem,   defease or otherwise acquire or retire for value any Equity Interests of the   Borrower, including in connection with any merger or consolidation; (III)   make any principal payment on, or redeem, repurchase, defease or otherwise   acquire or retire for value in each case, prior to any scheduled repayment,   sinking fund payment or maturity, any Subordinated Indebtedness other than   (x) Indebtedness permitted under Section 7.02(b)(7); or (y) the purchase,   repurchase or other acquisition of Subordinated Indebtedness purchased in   anticipation of satisfying a sinking fund obligation, principal installment   or final maturity, in each case due within one year of the date of purchase,   repurchase or acquisition; or (IV) make any Restricted Investment (all such   payments and other actions set forth in clauses (I) through (IV) above being   collectively referred to as “Restricted Payments”), unless, at the time of   such Restricted Payment: (1) no Default shall have occurred and be continuing   or would occur as a consequence thereof; (2) immediately after giving effect   to such transaction on a pro forma basis, the Borrower could incur $1.00 of   additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set   forth in Section 7.02(a); and (3) such Restricted Payment, together with the   aggregate amount of all other Restricted Payments made by the Borrower and   its Restricted Subsidiaries after the Closing Date (including Restricted   Payments permitted by Section 7.05(b)(1), (2) (with respect to the payment of   dividends on Refunding Capital Stock pursuant to clause (b) thereof only),   (8) and (12), but excluding all other Restricted Payments permitted by   Section 7.05(b)), is less than the sum of (without duplication): (A) (A) 50%   of the Consolidated Net Income of the Borrower for the period (taken as one   accounting period) beginning July 1, 2013 to the end of the Borrower’s most   recently ended fiscal quarter for which internal financial -153-CG&R   Draft 1000892582v1 Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










statements are   available at the time of such Restricted Payment or, in the case such   Consolidated Net Income for such period is a deficit, minus 100% of such   deficit; plus (B) (B) 100% of the aggregate net cash proceeds and the fair market   value, as determined in good faith by the Borrower, of marketable securities   or other property received by the Borrower since immediately after the   Closing Date from the issue or sale of: (i)   EquityInterestsoftheBorrower,including Treasury Capital Stock, but excluding   cash proceeds and the fair market value, as determined in good faith by the   Borrower, of marketable securities or other property received from the sale   of: (x)Equity management, directors after the Closing Date Interests   tomembers of or consultants of the Borrower to the extent such amounts have   been applied to Restricted Payments made in accordance with Section   7.05(b)(4); and (y)Designated Preferred Stock; and (ii) debt securities of   the Borrower or a Restricted Subsidiary that have been converted into or   exchanged for such Equity Interests of the Borrower; provided, however, that   this Section 7.05(a)(3)(B) shall not include the proceeds from (W) Refunding   Capital Stock, (X) Equity Interests or convertible debt securities of the   Borrower sold to a Restricted Subsidiary or (Y) Disqualified Stock or debt   securities that have been converted or exchanged into Disqualified Stock;   plus (C) (C) 100% of the aggregate amount of cash and the fair market value,   as determined in good faith by the Borrower, of marketable securities or   other property contributed to the capital of the Borrower following the   Closing Date (other than by a Restricted Subsidiary); plus (D) (D) 100% of   the aggregate amount received in cash and the fair market value, as determined   in good faith by the Borrower, of marketable securities or other property   received by means of: (i) the sale or other disposition (other than to the   Borrower or a Restricted Subsidiary) of Restricted Investments made by the   Borrower or its Restricted Subsidiaries and repurchases and redemptions of   such Restricted Investments from the Borrower or its Restricted Subsidiaries   and repayments of loans or advances, and releases of guarantees, which   constitute -154-Last Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1   1000892582 


    




 










RestrictedInvestmentsby   theBorroweroritsRestricted Subsidiaries, in each case after the Closing Date;   or (ii) the sale (other than to the Borrower or a Restricted Subsidiary) of   the stock of an Unrestricted Subsidiary; plus (E) (E) in the case of the redesignation   of an Unrestricted Subsidiary as a Restricted Subsidiary after the Closing   Date, the fair market value of the Investment in such Unrestricted   Subsidiary, as determined by the Borrower in good faith or if such fair   market value may exceed $100,000,000, in writing by an Independent Financial   Advisor, at the time of the redesignation of such Unrestricted Subsidiary as   a Restricted Subsidiary other than to the extent such Investment constituted   a Permitted Investment. (b) The foregoing provisions of Section 7.05(a) will   not prohibit: (1) the payment of any dividend or distribution or the   consummation of any irrevocable redemption within 60 days after the date of   declaration thereof or the giving of such irrevocable notice, as applicable,   if at the date of declaration or the giving of such notice such payment would   have complied with the provisions of this Agreement as if it were and is   deemed at such time to be a Restricted Payment at the time of such notice;   (2) (a) any Restricted Payment in exchange for, or out of the proceeds of the   substantially concurrent sale (other than to the Borrower or a Restricted   Subsidiary) of, Equity Interests of the Borrower (other than any Disqualified   Stock) (“Refunding Capital Stock”), (b) the declaration and payment of dividends   on any redeemed, repurchased, retired or otherwise acquired Equity Interests   of the Borrower (“Treasury Capital Stock”) out of the proceeds of the   substantially concurrent sale (other than to the Borrower or a Restricted   Subsidiary) of the Refunding Capital Stock, and (c) if immediately prior to   the retirement of Treasury Capital Stock, the declaration and payment of   dividends thereon was permitted under Section 7.05(b)(6) and not made   pursuant to clause (b) above, the declaration and payment of dividends on the   Refunding Capital Stock in an aggregate amount per year no greater than the   aggregate amount of dividends per annum that were declarable and payable on   such Treasury Capital Stock immediately prior to such retirement; (3) the   purchase, redemption, defeasance, repurchase or other acquisition or   retirement of Subordinated Indebtedness of the Borrower or a Guarantor made   by exchange for, or out of the proceeds of the substantially concurrent sale   of, new Indebtedness of the Borrower or a Guarantor, as the case may be,   which is incurred in compliance with Section 7.02 so long as: (a)the   principal amount (or accreted value, if applicable) of such new Indebtedness   does not exceed the principal amount of (or accreted value, if applicable),   plus any accrued and unpaid interest on, the Subordinated Indebtedness being   so purchased, redeemed, defeased, -155-CG&R Draft 1000892582v1 Last   Saved: 08/19/2013 8:50 pm 1000892582 


    




 










repurchased,   acquired or retired for value, plus the amount of any premium required to be   paid under the terms of the instrument governing the Subordinated   Indebtedness being so purchased, redeemed, defeased, repurchased, acquired or   retired and any fees and expenses incurred in connection with the issuance of   such new Indebtedness; (b) such new Indebtedness is subordinated to the Loans   or the applicable Guarantee at least to the same extent as such Subordinated   Indebtedness so purchased, exchanged, redeemed, defeased, repurchased,   acquired or retired for value; (c) such new Indebtedness has a final   scheduled maturity date equal to or later than the final scheduled maturity   date of the Subordinated Indebtedness being so purchased, exchanged,   redeemed, defeased, repurchased, acquired or retired; and (d) such new Indebtedness   has a Weighted Average Life to Maturity equal to or greater than the   remaining Weighted Average Life to Maturity of the Subordinated Indebtedness   being so purchased, exchanged, redeemed, defeased, repurchased, acquired or   retired; (4) a Restricted Payment to pay for the repurchase, retirement or   other acquisition or retirement for value of Equity Interests (other than   Disqualified Stock) of the Borrower held by any future, present or former   employee, director or consultant of the Borrower or any of its Subsidiaries   pursuant to any management equity plan or stock option plan or any other   management or employee benefit plan or agreement, or any stock subscription   or shareholder agreement; provided, however, that the aggregate Restricted   Payments made under this Section 7.05(b)(4) do not exceed in any calendar   year $25,000,000 (with unused amounts in any calendar year being carried over   to succeeding calendar years subject to a maximum of $50,000,000 in any   calendar year); provided further that such amount in any calendar year may be   increased by an amount not to exceed: (a) the cash proceeds from the sale of   Equity Interests (other than Disqualified Stock) of the Borrower to members   of management, directors or consultants of the Borrower or any of its Subsidiaries   that occurs after the Closing Date, to the extent the cash proceeds from the   sale of such Equity Interests have not otherwise been applied to the payment   of Restricted Payments by virtue of Section 7.05(a)(3); plus (b) the cash   proceeds of key man life insurance policies received by the Borrower or any   of its Restricted Subsidiaries after the Closing Date; less -156-Last Saved:   08/19/2013 8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










(c) the amount   of any Restricted Payments previously made with the cash proceeds described   in clauses (a) and (b) of this Section 7.05(b)(4); and provided further that   cancellation of Indebtedness owing to the Borrower or any Restricted   Subsidiary from members of management of the Borrower or any of the   Borrower’s Restricted Subsidiaries in connection with a repurchase of Equity   Interests of the Borrower will not be deemed to constitute a Restricted   Payment for purposes of this Section 7.05 or any other provision of this   Agreement; (5) the declaration and payment of dividends to holders of any   class or series of Disqualified Stock of the Borrower or any of its   Restricted Subsidiaries issued in accordance with Section 7.02 to the extent   such dividends are included in the definition of “Fixed Charges”; (6) (a) the   declaration and payment of dividends to holders of any class or series of   Designated Preferred Stock (other than Disqualified Stock) issued by the   Borrower after the Closing Date; or (b) the declaration and payment of   dividends on Refunding Capital Stock that is Preferred Stock in excess of the   dividends declarable and payable thereon pursuant to Section 7.05(b)(2);   provided, however, in the case of each of clauses (a) and (b) of this Section   7.05(b)(6), that for the most recently ended four full fiscal quarters for   which internal financial statements are available immediately preceding the   date of issuance of such Designated Preferred Stock or the declaration of   such dividends on Refunding Capital Stock that is Preferred Stock, after   giving effect to such issuance or declaration on a pro forma basis, Borrower   and its Restricted Subsidiaries on a consolidated basis would have had a   Fixed Charge Coverage Ratio of at least 2.00 to 1.00; (7) repurchases of   Equity Interests deemed to occur (i) upon exercise of stock options or   warrants if such Equity Interests represent a portion of the exercise price   of such options or warrants or (ii) for purposes of satisfying any required   tax withholding obligation upon the exercise or vesting of a grant or award that   was granted or awarded to an employee; (8) Restricted Payments on the   Borrower’s common stock (x) of an aggregate amount not to exceed $150,000,000   in any calendar year, with such amount increasing 7.5% each calendar year   after the Closing Date, and (y) held by Amber Holding to the extent it is a   wholly owned Subsidiary of the Borrower; provided that the Restricted   Payments under this subclause (y) shall be distributed to the Borrower by   Amber Holding promptly following any Restricted Payment made pursuant to this   subclause (y); -157-Last Saved: 08/19/2013 8:50 pm CG&R Draft   1000892582v1 1000892582 


    




 










(9) other   Restricted Payments in an aggregate amount taken together with all other   Restricted Payments made pursuant to this clause (9) not to exceed   $250,000,000; (10) distributions or payments of Receivables Fees; (11) any   Restricted Payment used to fund the Transaction and the fees and expenses   related thereto or owed to Affiliates, in each case to the extent permitted   by Section 7.07; (12) the repurchase, redemption or other acquisition for   value of Equity Interests of the Borrower deemed to occur in connection with   paying cash in lieu of fractional shares of such Equity Interests in   connection with a share dividend, distribution, share split, reverse share   split, merger, consolidation, amalgamation or other business combination of   the Borrower, in each case, permitted under this Agreement; and (13) the   distribution, by dividend or otherwise, of shares of Capital Stock of, or   Indebtedness owed to the Borrower or a Restricted Subsidiary by Unrestricted   Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of   which are cash and/or Cash Equivalents); provided, however, that at the time   of, and after giving effect to, any Restricted Payment permitted under   clauses (8), (9) and (13), no Default shall have occurred and be continuing   or would occur as a consequence thereof. (c) For purposes of designating any   Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments   by the Borrower and its Restricted Subsidiaries (except to the extent repaid)   in the Subsidiary so designated will be deemed to be Restricted Payments in   an amount determined as set forth in the last sentence of the definition of   “Investment.” Such designation will be permitted only if a Restricted Payment   in such amount would be permitted at such time, whether pursuant to Section   7.05(a) or clause (9) or (13) of Section 7.05(b), or pursuant to the   definition of “Permitted Investments,” and if such Subsidiary otherwise meets   the definition of an Unrestricted Subsidiary. Section 7.06Change in Nature of   Business. The Borrower shall not, nor shall the Borrower permit any of the   Restricted Subsidiaries to, directly or indirectly, engage in any material   line of business substantially different from those lines of business   conducted by any the Borrower or Restricted Subsidiary on the Closing Date or   any business reasonably related, complementary, ancillary or incidental   thereto. Section 7.07Transactions with Affiliates. (a) The Borrower shall   not, and shall not permit any of its Restricted Subsidiaries to, make any   payment to, or sell, lease, transfer or otherwise dispose of any of its   properties or -158-Last Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1   1000892582 


    




 










assets to, or   purchase any property or assets from, or enter into or make or amend any   transaction, contract, agreement, understanding, loan, advance or guarantee   with, or for the benefit of, any Affiliate of the Borrower (each of the   foregoing, an “Affiliate Transaction”) involving aggregate payments or   consideration in excess of $25,000,000 unless: (i) such Affiliate Transaction   is on terms that are not materially less favorable to the Borrower or its   relevant Restricted Subsidiary than those that would have been obtained in a   comparable transaction by the Borrower or such Restricted Subsidiary with an   unrelated Person on an arm’s-length basis; and (ii) the Borrower delivers to   the Administrative Agent with respect to any Affiliate Transaction or series of   related Affiliate Transactions involving aggregate payments or consideration   in excess of $100,000,000, a resolution adopted by the majority of the board   of directors of the Borrower approving such Affiliate Transaction and set   forth in an officer’s certificate certifying that such Affiliate Transaction   complies with clause (i) above. (b) (b) The foregoing provisions will not   apply to the following: (1) transactions between or among the Borrower or any   of its Restricted Subsidiaries or any entity that becomes a Restricted   Subsidiary as a result of such transaction; (2) Restricted Payments permitted   to be made pursuant to Section 7.05 and Permitted Investments; (3) the   payment of reasonable and customary fees and compensation paid to, and   indemnities and reimbursements and employment and severance arrangements   provided on behalf of, officers, directors, employees or consultants of the   Borrower or any of its Restricted Subsidiaries; (4) transactions in which the   Borrower or any of its Restricted Subsidiaries, as the case may be, delivers   to the Administrative Agent a letter from an Independent Financial Advisor   stating that such transaction is fair to the Borrower or such Restricted   Subsidiary from a financial point of view or stating that the terms are not materially   less favorable to the Borrower or its relevant Restricted Subsidiary than   those that would have been obtained in a comparable transaction by the   Borrower or such Restricted Subsidiary with an unrelated Person on an   arm’s-length basis; (5) any agreement as in effect as of the Closing Date, or   any amendment thereto (so long as any such amendment is not disadvantageous   in any material respect to the Lenders when taken as a whole as compared to   the applicable agreement as in effect on the Closing Date, as determined in   good faith by the Borrower); (6) the existence of, or the performance by the   Borrower or any of its Restricted Subsidiaries of its obligations under the   terms of, (a) any stockholders agreement (including any registration rights   agreement or purchase agreement related thereto) to which it is a party as of   the Closing Date (b) the stockholders agreement to be entered into among the   Issuer, ASAC II LP, Robert A. Kotick and Brian G. Kelly in connection with   the Transaction (including any registration rights agreement or purchase   agreement related thereto) and (c) any similar agreements which it may enter   -159-CG&R Draft 1000892582v1 Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










into   thereafter; provided, however, that the existence of, or the performance by   the Borrower or any of its Restricted Subsidiaries of obligations under any   future amendment to any such existing agreement or under any similar   agreement entered into after the Closing Date shall only be permitted by this   clause (6) to the extent that the terms of any such amendment or new   agreement are not otherwise disadvantageous to the Lenders in any material   respect when taken as a whole; (7) Transaction; the Transaction and the   payment of all fees and expenses related to the (8) transactions with   customers, clients, suppliers, or purchasers or sellers of goods or services,   in each case in the ordinary course of business and otherwise in compliance   with the terms of this Agreement which are fair to the Borrower and its Restricted   Subsidiaries, in the reasonable determination of the board of directors of   the Borrower or the senior management thereof, or are on terms at least as   favorable as might reasonably have been obtained at such time from an   unaffiliated party; (9) the issuance or transfer of Equity Interests (other   than Disqualified Stock) of the Borrower to any director, officer, employee   or consultant; (10) sales of accounts receivable, or participations therein,   in connection with any Receivables Facility; (11) payments or loans (or   cancellation of loans) to employees, directors or consultants of the Borrower   or any of its Restricted Subsidiaries and employment agreements, stock option   plans and other similar arrangements with such employees, directors or   consultants which, in each case, are approved by the Borrower in good faith;   and (13) transactions with joint ventures for the purchase or sale of goods,   equipment and services entered into in the ordinary course of business.   Section 7.08Burdensome Agreements. The Borrower shall not, and shall not   permit any of its Restricted Subsidiaries that are not Guarantors to,   directly or indirectly, create or otherwise cause or suffer to exist or   become effective any consensual encumbrance or consensual restriction on the   ability of any such Restricted Subsidiary to: (1) (a) pay dividends or make   any other distributions to the Borrower or any of its Restricted Subsidiaries   on its Capital Stock or with respect to any other interest or participation   in, or measured by, its profits, or (b) pay any Indebtedness owed to the   Borrower or any of its Restricted Subsidiaries; -160-Last Saved: 08/19/2013   8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










(2) make loans   or advances to the Borrower or any of its Restricted Subsidiaries; or (3)   sell, lease or transfer any of its properties or assets to the Borrower or   any of its Restricted Subsidiaries, except (in each case) for such   encumbrances or restrictions existing under or by reason of: (a) (a)   contractual encumbrances or restrictions in effect on the Closing Date,   including pursuant to the Senior Notes Indenture; (b) (b) Loan Documents; (c)   (c) purchase money obligations for property acquired in the ordinary course   of business and Capitalized Lease Obligations that impose restrictions of the   nature discussed in clause (3) above on the property so acquired; (d) (d)   applicable law or any applicable rule, regulation or order; (e) (e) any   agreement or other instrument of a Person acquired by or merged or   consolidated with or into the Borrower or any of its Restricted Subsidiaries   in existence at the time of such transaction (but not created in   contemplation thereof), which encumbrance or restriction is not applicable to   any Person, or the properties or assets of any Person, other than the Person   and its Subsidiaries, or the property or assets of the Person and its   Subsidiaries, so acquired; (f) (f) contracts for the sale of assets,   including customary restrictions with respect to a Subsidiary of the   Borrower, pursuant to an agreement that has been entered into for the sale or   disposition of all or substantially all of the Capital Stock or assets of   such Subsidiary that impose restrictions on the assets to be sold; (g) (g)   Secured Indebtedness otherwise permitted to be incurred under Sections 7.01   and 7.02 that limit the right of the debtor to dispose of the assets securing   such Indebtedness; (h) (h) restrictions on cash or other deposits or net   worth imposed by customers under contracts entered into in the ordinary   course of business; (i) (i) other Indebtedness, Disqualified Stock or   Preferred Stock of Foreign Subsidiaries permitted to be incurred subsequent   to the Closing Date under Section 7.02; (j) (j) customary provisions in joint   venture agreements or arrangements and other similar agreements or   arrangements relating solely to such joint venture; (k) (k) customary   provisions contained in leases, sub-leases, licenses or sub-licenses of   intellectual property and other agreements, in each case, entered into in the   ordinary course of business; -161-CG&R Draft 1000892582v1 Last Saved:   08/19/2013 8:50 pm 1000892582 


    




 










(l) (l) any   encumbrances or restrictions of the type referred to in clauses (1), (2) and   (3) above imposed by any amendments, modifications, restatements, renewals,   increases, supplements, refundings, replacements or refinancings of the   contracts, instruments or obligations referred to in clauses (a) through (k)   above; provided that such amendments, modifications, restatements, renewals,   increases, supplements, refundings, replacements or refinancings are, in the   good faith judgment of the Borrower, no more restrictive in any material   respect with respect to such encumbrance and other restrictions taken as a   whole than those prior to such amendment, modification, restatement, renewal,   increase, supplement, refunding, replacement or refinancing; (m) (m)   restrictions created in connection with any Receivables Facility that, in the   good faith determination of the Borrower are necessary or advisable to effect   such Receivables Facility; and (n) (n) restrictions on Equity Interests   constituting Margin Stock or Amber Holding Equity Interests. Section   7.09Financial Covenant. The Borrower shall not permit the Consolidated   Secured Debt Ratio as of the last day of any Test Period to be higher than   2.50 to 1.00; provided that the provisions of this Section 7.09 shall not be   applicable to any such last day of such Test Period if on such last day of   such Test Period, the Outstanding Amount of Revolving Credit Loans (including   the Outstanding Amount of Swing Line Loans and the aggregate Outstanding   Amount of L/C Obligations, but excluding (i) all Letters of Credit that are   Cash Collateralized and (ii) non-Cash Collateralized Letters of Credit in an   aggregate amount not to exceed $20,000,000)) is equal to or less than 15% of   the total Revolving Credit Commitments of all Revolving Credit Lenders. The   provisions of this Section 7.09 are for the benefit of the Revolving Credit   Lenders only and the Required Class Lenders may amend, waive or otherwise   modify this Section 7.09 or the defined terms used solely for purposes of   this Section 7.09 or waive any Default resulting from a breach of this   Section 7.09 without the consent of any Lenders other than the Required Class   Lenders in accordance with the provisions of clause (v) of the second proviso   of Section 10.01. Section 7.10Accounting Changes. The Borrower shall not make   any change in its fiscal year (other than in connection with a change in   accounting practices pursuant to Section 6.01); provided, however, that the   Borrower may, upon written notice to the Administrative Agent, change its   fiscal year to any other fiscal year reasonably acceptable to the   Administrative Agent, in which case, the Borrower and the Administrative Agent   will, and are hereby authorized by the Lenders to, make any adjustments to   this Agreement that are necessary to reflect such change in fiscal year.   -162-CG&R Draft 1000892582v1 Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










ARTICLE VIII.   Events Of Default and Remedies Section 8.01Events of Default. Any of the   following shall constitute an event of default (an “Event of Default”): (a)   Non-Payment. Any Loan Party fails to pay (i) when and as required to be paid   herein, any amount of principal of any Loan, (ii) within five (5) Business   Days after the same becomes due, any interest on any Loan or (iii) within ten   (10) Business Days after the same becomes due, any other amount payable   hereunder or with respect to any other Loan Document; or (b) Specific   Covenants. The Borrower fails to perform or observe any term, covenant or   agreement contained in any of Sections 6.03(a) or 6.05(a) (solely with   respect to the Borrower) or Article VII; provided that a Default as a result   of a breach of Section 7.09 (a “Financial Covenant Event of Default”) shall   not constitute an Event of Default with respect to any Term Loans,   Incremental Term Loans or Extended Term Loans unless and until the Revolving   Credit Lenders have declared all amounts outstanding under the Revolving   Credit Facility to be immediately due and payable and all outstanding   Revolving Credit Commitments to be immediately terminated, in each case in   accordance with this Agreement (the “Term Loan Standstill Period”); or (c)   Other Defaults. Any Loan Party fails to perform or observe any other covenant   or agreement (not specified in Section 8.01(a) or (b) above) contained in any   Loan Document on its part to be performed or observed and such failure   continues for thirty (30) days after notice thereof by the Administrative   Agent to the Borrower; or (d) Representations and Warranties. Any   representation, warranty, certification or statement of fact made or deemed   made by or on behalf of the Borrower or any other Loan Party herein, in any other   Loan Document, or in any document required to be delivered in connection   herewith or therewith shall be incorrect or misleading in any material   respect when made or deemed made; or (e) Cross-Default. Any Loan Party or any   Restricted Subsidiary (A) fails to make any payment beyond the applicable   grace period with respect thereto, if any (whether by scheduled maturity,   required prepayment, acceleration, demand, or otherwise) in respect of any   Indebtedness (other than Indebtedness hereunder) having an aggregate   principal amount of not less than the Threshold Amount, or (B) fails to   observe or perform any other agreement or condition relating to any such   Indebtedness, or any other event occurs (other than, with respect to   Indebtedness consisting of Swap Contracts, termination events or equivalent   events pursuant to the terms of such Swap Contracts), the effect of which   default or other event is to cause, or to permit the holder or holders of   such Indebtedness (or a trustee or agent on behalf of such holder or holders   or beneficiary or beneficiaries) to cause, with the giving of notice if   required, such Indebtedness to become due or to be repurchased, prepaid,   defeased or -163-CG&R Draft 1000892582v1 Last Saved: 08/19/2013 8:50 pm   1000892582 


    




 










redeemed   (automatically or otherwise), or an offer to repurchase, prepay, defease or   redeem such Indebtedness to be made, prior to its stated maturity; provided   that this clause (e)(B) shall not apply to secured Indebtedness that becomes   due as a result of the voluntary sale or transfer of the property or assets   securing such Indebtedness, if such sale or transfer is permitted hereunder   and under the documents providing for such Indebtedness; provided further   that notwithstanding any provision of this clause (e) to the contrary, to the   extent that the terms of any such agreement or instrument governing the sale,   pledge or disposal of Margin Stock or the Equity Interests in Amber Holding   or utilization of the proceeds of such Indebtedness in connection therewith   would result in such acceleration and in a Default or an Event of Default   under this Agreement, and would cause this Agreement or any Loan to be   subject to the margin requirements or any other restriction under Regulation   U issued by the FRB, then such acceleration shall not constitute a Default or   Event of Default under this clause (e); orand, provided further that, for the   avoidance of doubt and notwithstanding any provision of this clause (e) to   the contrary, an event or a condition under clause (m) of this Section 8.01   shall not cause an Event of Default under this clause (e); or (f) Insolvency   Proceedings, Etc. Any Loan Party or any Restricted Subsidiary institutes or   consents to the institution of any proceeding under any Debtor Relief Law, or   makes an assignment for the benefit of creditors; or applies for or consents   to the appointment of any receiver, trustee, custodian, conservator,   liquidator, rehabilitator, examiner, administrator, administrative receiver   or similar officer for it or for all or any material part of its property; or   any receiver, trustee, custodian, conservator, liquidator, rehabilitator,   examiner, administrator, administrative receiver or similar officer is   appointed without the application or consent of such Person and the appointment   continues undischarged or unstayed for sixty (60) calendar days; or any   proceeding under any Debtor Relief Law relating to any such Person or to all   or any material part of its property is instituted without the consent of   such Person and continues undismissed or unstayed for sixty (60) calendar   days, or an order for relief is entered in any such proceeding; or (g)   Inability to Pay Debts; Attachment. (i) Any Loan Party or any Restricted   Subsidiary becomes unable or admits in writing its inability or fails   generally to pay its debts in excess of the Threshold Amount as they become   due, or (ii) any writ or warrant of attachment or execution or similar   process is issued or levied against all or any material part of the property   of the Borrower and the Restricted Subsidiaries, taken as a whole, and is not   released, vacated or fully bonded within sixty (60) days after its issue or   levy; or (h) Judgments. There is entered against any Loan Party or any   Restricted Subsidiary a final judgment or order for the payment of money in   an aggregate amount exceeding the Threshold Amount (to the extent not covered   by independent third-party insurance as to which the insurer has been   notified of such judgment or order and has not disputed coverage) and such   judgment or order shall not have been satisfied, vacated, discharged or   stayed or bonded pending an appeal for a period of sixty (60) consecutive   days; or -164-CG&R Draft 1000892582v1 Last Saved: 08/19/2013 8:50 pm   1000892582 


    




 










(i) Invalidity   of Loan Documents. Any material provision of any Loan Document, at any time   after its execution and delivery and for any reason other than as expressly   permitted hereunder or thereunder (including as a result of a transaction   permitted under Section 7.03 or 7.04) or as a result of acts or omissions by   the Administrative Agent or Collateral Agent or any Lender or the   satisfaction in full of all the Obligations, ceases to be in full force and   effect; or any Loan Party contests in writing the validity or enforceability   of any provision of any Loan Document or the validity or priority of a Lien   as required by the Collateral Documents on a material portion of the   Collateral; or any Loan Party denies in writing that it has any or further   liability or obligation under any Loan Document (other than as a result of   repayment in full of the Obligations and termination of the Aggregate   Commitments), or purports in writing to revoke or rescind any Loan Document;   or (j) Change of Control. There occurs any Change of Control; or (k)   Collateral Documents. Any Collateral Document after delivery thereof pursuant   to Section 6.11 or 6.13 shall for any reason (other than pursuant to the   terms thereof including as a result of a transaction not prohibited under   this Agreement) cease to create a valid and perfected Lien, with the priority   required by the Collateral Documents on and security interest in any material   portion of the Collateral purported to be covered thereby, subject to Liens   permitted under Section 7.01, (i) except to the extent that any such loss of   perfection or priority results from the failure of the Administrative Agent   or the Collateral Agent to maintain possession of certificates actually   delivered to it representing securities pledged under the Collateral Documents   or to file Uniform Commercial Code continuation statements and (ii) except   for any failure due to foreign Laws, rules and regulations as they relate to   pledges of Equity Interests in Foreign Subsidiaries (other than pledges made   under Laws of the applicable jurisdiction of formation of such Foreign   Subsidiary); or (l) ERISA. (i) An ERISA Event occurs with respect to a   Pension Plan or Multiemployer Plan which has resulted or could reasonably be   expected to result in liability of a Loan Party, a Restricted Subsidiary or   any ERISA affiliate under Title IV of ERISA in an aggregate amount which   could reasonably be expected to result in a Material Adverse Effect, (ii) a   Loan Party, any Restricted Subsidiary or any ERISA Affiliate fails to pay   when due, after the expiration of any applicable grace period, any   installment payment with respect to its withdrawal liability under Section   4201 of ERISA under a Multiemployer Plan in an aggregate amount which could   reasonably be expected to result in a Material Adverse Effect, or (iii) with   respect to any Foreign Plan, a termination, withdrawal or noncompliance with   applicable Law or plan terms, except as could not reasonably be expected to   have a Material Adverse Effect. (m) Certain Funds Covenant. The Borrower   fails to perform or observe any term, covenant or agreement contained in   Section 6.20(a), (c), (e), (g), (h), (j) and (k)(i) to (v) (inclusive) (each,   a “Certain Funds Covenant Event of Default”); provided that, notwithstanding   anything herein to the contrary, a Certain Funds -165-Last Saved: 08/19/2013   8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










Covenant Event   of Default shall not constitute an Event of Default with respect to any   Facility other than the Tranche B-2 Term Facility. Notwithstanding anything   herein or in any other Loan Document to the contrary, any event or condition   which would constitute a Default or an Event of Default, as applicable, and   which arises or becomes apparent with respect to the Borrower, the Target or   any of their respective Subsidiaries during the Clean-up Period (the   “Relevant Default”) shall, subject to the immediately following sentence, be   deemed not to be a Default or an Event of Default, as applicable, unless it   is continuing after the expiration of the Clean-up Period. The immediately   preceding sentence shall not apply with respect to any Relevant Default to   the extent that such Relevant Default: (i) Closing Date; was procured or   approved of by the Borrower after the 2015 either (A) is not capable of   remedy or (B) is capable of remedy (ii) and the Borrower or the respective   Subsidiary does not take reasonable steps to remedy it promptly upon becoming   aware thereof; or (iii) has a Material Adverse Effect. Section 8.02Remedies   Upon Event of Default. If any Event of Default occurs and is continuing, the   Administrative Agent may and, at the request of the Required Lenders, shall   take any or all of the following actions (or, (I) to the extent such Event of   Default solely comprises a Financial Covenant Event of Default, prior to the   expiration of the Term Loan Standstill Period, at the request of the Required   Lenders under the Revolving Credit Facility only, and in such case only with   respect to the Revolving Credit Commitments, Swing Line Loans, and any   Letters of Credit): and (II) to the extent such Event of Default solely   comprises a Certain Funds Covenant Event of Default, at the request of the   Required Class Lenders under the Tranche B-2 Term Facility only, and in such   case only with respect to the Tranche B-2 Term Facility): (i) declare the   commitment of each applicable Lender to make applicable Loans and, if   applicable, any obligation of the L/C Issuers to make L/C Credit Extensions   to be terminated, whereupon such commitments and obligation shall be   terminated; (ii) declare the unpaid principal amount of all applicable   outstanding Loans, all interest accrued and unpaid thereon, and all other   applicable amounts owing or payable hereunder or under any other Loan   Document to be immediately due and payable, without presentment, demand,   protest or other notice of any kind, all of which are hereby expressly waived   by the Borrower; (iii) require, if applicable, that the Borrower Cash   Collateralize the L/C Obligations (in an amount equal to the then Outstanding   Amount thereof); and -166-Last Saved: 08/19/2013 8:50 pm CG&R Draft   1000892582v1 1000892582 


    




 










(iv) subject to   the Intercreditor Agreement, exercise on behalf of itself and the applicable   Lenders all rights and remedies available to it and the applicable Lenders   under the Loan Documents or applicable Law; provided that upon the occurrence   of an actual or deemed entry of an order for relief with respect to the   Borrower under the Bankruptcy Code of the United States, the obligation of   each Lender to make Loans and any obligation of the L/C Issuers to make L/C   Credit Extensions shall automatically terminate, the unpaid principal amount   of all outstanding Loans and all interest and other amounts as aforesaid   shall automatically become due and payable and the obligation of the Borrower   to Cash Collateralize the L/C Obligations as aforesaid shall automatically   become effective, in each case without further act of the Administrative   Agent or any Lender. Section 8.03Exclusion of Immaterial Subsidiaries. Solely   for the purpose of determining whether a Default or Event of Default has   occurred under clause (f), (g) or (h) of Section 8.01, any reference in any   such clause to any Restricted Subsidiary or Loan Party shall be deemed not to   include any Restricted Subsidiary affected by any event or circumstances   referred to in any such clause that did not, as of the last day of the most   recent completed fiscal quarter of the Borrower, have assets with a value in   excess of 5% of the consolidated total assets of the Borrower and the   Restricted Subsidiaries and did not, as of the four quarter period ending on   the last day of such fiscal quarter, have revenues exceeding 5% of the total   revenues of the Borrower and the Restricted Subsidiaries (it being agreed   that all Restricted Subsidiaries affected by any event or circumstance   referred to in any such clause shall be considered together, as a single   consolidated Restricted Subsidiary, for purposes of determining whether the   condition specified above is satisfied). Section 8.04Application of Funds.   After the exercise of remedies provided for in Section 8.02 (or after the Loans   have automatically become immediately due and payable and the L/C Obligations   have automatically been required to be Cash Collateralized as set forth in   the proviso to Section 8.02), any amounts received on account of the   Obligations shall be applied by the Administrative Agent in the following   order (to the fullest extent permitted by mandatory provisions of applicable   Law): First, to payment of that portion of the Obligations constituting fees,   indemnities, expenses and other amounts (other than principal and interest,   but including Attorney Costs payable under Section 10.04 and amounts payable   under Article III) payable to the Administrative Agent or the Collateral   Agent in its capacity as such; Second, to payment of that portion of the   Obligations constituting fees, indemnities and other amounts (other than   principal and interest) payable to the Lenders (including Attorney Costs   payable under Section 10.04 and amounts payable -167-CG&R Draft   1000892582v1 Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










under Article   III), ratably among them in proportion to the amounts described in this   clause Second payable to them; Third, to payment of that portion of the   Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings,   and any fees, premiums and scheduled periodic payments due under Treasury   Services Agreements or Secured Hedge Agreements, ratably among the Secured   Parties in proportion to the respective amounts described in this clause   Third payable to them; Fourth, to payment of that portion of the Obligations   constituting unpaid principal of the Loans and L/C Borrowings (including to   Cash Collateralize that portion of L/C Obligations comprised of the aggregate   undrawn amount of Letters of Credit), and any breakage, termination or other   payments under Treasury Services Agreements or Secured Hedge Agreements,   ratably among the Secured Parties in proportion to the respective amounts   described in this clause Fourth held by them; Fifth, to the payment of all   other Obligations of the Borrower that are due and payable to the   Administrative Agent and the other Secured Parties on such date, ratably   based upon the respective aggregate amounts of all such Obligations owing to   the Administrative Agent and the other Secured Parties on such date; and   Last, the balance, if any, after all of the Obligations have been paid in   full, to the Borrower or as otherwise required by Law. Subject to Section   2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of   Letters of Credit pursuant to clause Fifth above shall be applied to satisfy   drawings under such Letters of Credit as they occur. If any amount remains on   deposit as Cash Collateral after all Letters of Credit have either been fully   drawn or expired, such remaining amount shall be applied to the other   Obligations, if any, in the order set forth above and, if no Obligations   remain outstanding, to the Borrower. ARTICLE IX. Administrative Agent and   Other Agents Section 9.01Appointment and Authority. (a) Each of the Lenders   and the L/C Issuer hereby irrevocably appoints Bank of America to act on its   behalf as the Administrative Agent and the Collateral Agent hereunder and   under the other Loan Documents and authorizes the Administrative Agent to   take such actions on its behalf and to exercise such powers as are delegated   to the Administrative Agent by the terms hereof or thereof, together with   such actions and powers as are reasonably incidental thereto. The provisions   of this Article are solely for the benefit of the Administrative Agent, the   Collateral Agent, the Lenders and the L/C Issuer, and neither the Borrower   nor any other Loan Party shall have rights as a third party beneficiary of   any of such provisions. -168-Last Saved: 08/19/2013 8:50 pm CG&R Draft   1000892582v1 1000892582 


    




 










(b) The   Administrative Agent shall also act as the Collateral Agent under the Loan   Documents, and each of the Lenders (including in its capacity as a potential   Hedge Bank) and the L/C Issuer hereby irrevocably appoints and authorizes the   Administrative Agent to act as the agent of such Lender and the L/C Issuer   for purposes of acquiring, holding and enforcing any and all Liens on   Collateral granted by any of the Loan Parties to secure any of the   Obligations, together with such powers and discretion as are reasonably   incidental thereto. In this connection, the Administrative Agent, as   Collateral Agent and any co-agents, sub-agents and attorneys-in-fact   appointed by the Administrative Agent pursuant to Section 9.02 for purposes   of holding or enforcing any Lien on the Collateral (or any portion thereof)   granted under the Collateral Documents, or for exercising any rights and   remedies thereunder at the direction of the Administrative Agent), shall be   entitled to the benefits of all provisions of this Article IX and Article X   (including Section 10.04(c), as though such co-agents, sub-agents and   attorneys-in-fact were the Collateral Agent under the Loan Documents) as if   set forth in full herein with respect thereto. Section 9.02Delegation of   Duties. The Administrative Agent may perform any and all of its duties and   exercise its rights and powers hereunder or under any other Loan Document by   or through any one or more sub-agents appointed by the Administrative Agent.   The Administrative Agent and any such sub-agent may perform any and all of   its duties and exercise its rights and powers by or through their respective   Related Parties. The exculpatory provisions of this Article shall apply to   any such sub-agent and to the Related Parties of the Administrative Agent and   any such sub-agent, and shall apply to their respective activities in   connection with the syndication of the credit facilities provided for herein   as well as activities as Administrative Agent. Section 9.03Exculpatory Provisions.   The Administrative Agent shall not have any duties or obligations except   those expressly set forth herein and in the other Loan Documents. Without   limiting the generality of the foregoing, the Administrative Agent: (a) (a)   shall not be subject to any fiduciary or other implied duties, regardless of   whether a Default has occurred and is continuing; (b) (b) shall not have any   duty to take any discretionary action or exercise any discretionary powers,   except discretionary rights and powers expressly contemplated hereby or by   the other Loan Documents that the Administrative Agent is required to   exercise as directed in writing by the Required Lenders (or such other number   or percentage of the Lenders as shall be expressly provided for herein or in   the other Loan Documents), provided that the Administrative Agent shall not   be required to take any action that, in its opinion or the opinion of its   counsel, may expose the Administrative Agent to liability or that is contrary   to any Loan Document or applicable law; and -169-Last Saved: 08/19/2013 8:50   pm CG&R Draft 1000892582v1 1000892582 


    




 










(c) (c) shall   not, except as expressly set forth herein and in the other Loan Documents,   have any duty to disclose, and shall not be liable for the failure to   disclose, any information relating to the Borrower or any of its Affiliates   that is communicated to or obtained by the Person serving as the   Administrative Agent or any of its Affiliates in any capacity. (d) (d) The   Administrative Agent shall not be liable for any action taken or not taken by   it with the consent or at the request of the Required Lenders (or such other   number or percentage of the Lenders as shall be necessary, or as the   Administrative Agent shall believe in good faith shall be necessary, under   the circumstances as provided in Sections 10.01 and 8.02), in each case in   the absence of its own bad faith, gross negligence or willful misconduct. The   Administrative Agent shall be deemed not to have knowledge of any Default   unless and until notice describing such Default is given to the   Administrative Agent by the Borrower, a Lender or the L/C Issuer. (e) (e) The   Administrative Agent shall not be responsible for or have any duty to   ascertain or inquire into (i) any statement, warranty or representation made   in or in connection with this Agreement or any other Loan Document, (ii) the   contents of any certificate, report or other document delivered hereunder or   thereunder or in connection herewith or therewith, (iii) the performance or   observance of any of the covenants, agreements or other terms or conditions   set forth herein or therein or the occurrence of any Default, (iv) the   validity, enforceability, effectiveness or genuineness of this Agreement, any   other Loan Document or any other agreement, instrument or document, or the   creation, perfection or priority of any Lien purported to be created by the   Collateral Documents, (v) the value or the sufficiency of any Collateral, or   (v) the satisfaction of any condition set forth in Article IV or elsewhere   herein, other than to confirm receipt of items expressly required to be   delivered to the Administrative Agent. Section 9.04Reliance by Administrative   Agent. The Administrative Agent shall be entitled to rely upon, and shall not   incur any liability for relying upon, any notice, request, certificate,   consent, statement, instrument, document or other writing (including any   electronic message, Internet or intranet website posting or other   distribution) reasonably believed by it to be genuine and to have been   signed, sent or otherwise authenticated by the proper Person. The   Administrative Agent also may rely upon any statement made to it orally or by   telephone and reasonably believed by it to have been made by the proper   Person, and shall not incur any liability for relying thereon. In determining   compliance with any condition hereunder to the making of a Loan, or the   issuance of a Letter of Credit, that by its terms must be fulfilled to the   satisfaction of a Lender or the L/C Issuer, the Administrative Agent may   presume that such condition is satisfactory to such Lender or the L/C Issuer   unless the Administrative Agent shall have received notice to the contrary   from such Lender or the L/C Issuer prior to the making of such Loan or the   issuance of such Letter of Credit. The Administrative Agent may consult with   legal counsel (who may be counsel for the Borrower), independent accountants   and other experts selected by it, and -170-CG&R Draft 1000892582v1 Last   Saved: 08/19/2013 8:50 pm 1000892582 


    




 










shall not be   liable for any action taken or not taken by it in accordance with the advice   of any such counsel, accountants or experts. Section 9.05Non-Reliance on   Administrative Agent and Other Lenders. Each Lender and the L/C Issuer   acknowledges that it has, independently and without reliance upon the   Administrative Agent or any other Lender or any of their Related Parties and   based on such documents and information as it has deemed appropriate, made   its own credit analysis and decision to enter into this Agreement. Each   Lender and the L/C Issuer also acknowledges that it will, independently and   without reliance upon the Administrative Agent or any other Lender or any of   their Related Parties and based on such documents and information as it shall   from time to time deem appropriate, continue to make its own decisions in   taking or not taking action under or based upon this Agreement, any other   Loan Document or any related agreement or any document furnished hereunder or   thereunder. Section 9.06Rights as a Lender. The Person serving as the   Administrative Agent hereunder shall have the same rights and powers in its   capacity as a Lender as any other Lender and may exercise the same as though   it were not the Administrative Agent and the term “Lender” or “Lenders” shall,   unless otherwise expressly indicated or unless the context otherwise   requires, include the Person serving as the Administrative Agent hereunder in   its individual capacity. Such Person and its Affiliates may accept deposits   from, lend money to, act as the financial advisor or in any other advisory   capacity for and generally engage in any kind of business with the Borrower   or any Subsidiary or other Affiliate thereof as if such Person were not the   Administrative Agent hereunder and without any duty to account therefor to   the Lenders. Section 9.07Resignation of Administrative Agent. The   Administrative Agent may at any time give notice of its resignation to the   Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of   resignation, the Required Lenders shall have the right, in consultation with   the Borrower, to appoint a successor, which shall be a bank with an office in   the United States, or an Affiliate of any such bank with an office in the   United States. If no such successor shall have been so appointed by the   Required Lenders and shall have accepted such appointment within 30 days   after the retiring Administrative Agent gives notice of its resignation, then   the retiring Administrative Agent may on behalf of the Lenders and the L/C Issuer,   appoint a successor Administrative Agent meeting the qualifications set forth   above; provided that if the Administrative Agent shall notify the Borrower   and the Lenders that no qualifying Person has accepted such appointment, then   such resignation shall nonetheless become effective in accordance with such   notice and (a) the retiring Administrative Agent shall be discharged from its   duties and obligations hereunder and under the other Loan Documents (except   that in the case of any collateral security held by the Administrative Agent   on behalf of the Lenders or the L/C Issuer under any of the Loan Documents,   the retiring Administrative Agent shall continue to hold such collateral   security until such time as a successor Administrative Agent is appointed) and   (b) all payments, communications and determinations provided to be made by,   to or through the Administrative Agent shall instead be made by or to each   Lender and the L/C Issuer directly, -171-CG&R Draft 1000892582v1 Last   Saved: 08/19/2013 8:50 pm 1000892582 


    




 










until such time   as the Required Lenders appoint a successor Administrative Agent as provided   for above in this Section. Upon the acceptance of a successor’s appointment   as Administrative Agent hereunder, such successor shall succeed to and become   vested with all of the rights, powers, privileges and duties of the retiring   (or retired) Administrative Agent, and the retiring Administrative Agent   shall be discharged from all of its duties and obligations hereunder or under   the other Loan Documents (if not already discharged therefrom as provided   above in this Section). The fees payable by the Borrower to a successor   Administrative Agent shall be the same as those payable to its predecessor   unless otherwise agreed between the Borrower and such successor. After the   retiring Administrative Agent’s resignation hereunder and under the other   Loan Documents, the provisions of this Article and Section 10.04 shall   continue in effect for the benefit of such retiring Administrative Agent, its   sub-agents and their respective Related Parties in respect of any actions   taken or omitted to be taken by any of them while the retiring Administrative   Agent was acting as Administrative Agent. Any resignation by Bank of America   as Administrative Agent pursuant to this Section shall also constitute its   resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a   successor’s appointment as Administrative Agent hereunder, (i) such successor   shall succeed to and become vested with all of the rights, powers, privileges   and duties of the retiring L/C Issuer and Swing Line Lender, (ii) the   retiring L/C Issuer and Swing Line Lender shall be discharged from all of   their respective duties and obligations hereunder or under the other Loan   Documents, and (iii) the successor L/C Issuer shall issue letters of credit   in substitution for the Letters of Credit, if any, outstanding at the time of   such succession or make other arrangements satisfactory to the retiring L/C   Issuer to effectively assume the obligations of the retiring L/C Issuer with   respect to such Letters of Credit. Section 9.08Administrative Agent May File   Proofs of Claim. In case of the pendency of any proceeding under any Debtor   Relief Law or any other judicial proceeding relative to any Loan Party, the   Administrative Agent (irrespective of whether the principal of any Loan or   L/C Obligation shall then be due and payable as herein expressed or by   declaration or otherwise and irrespective of whether the Administrative Agent   shall have made any demand on the Borrower) shall be entitled and empowered,   by intervention in such proceeding or otherwise (a) (a) to file and prove a   claim for the whole amount of the principal and interest owing and unpaid in   respect of the Loans, L/C Obligations and all other Obligations that are   owing and unpaid and to file such other documents as may be necessary or   advisable in order to have the claims of the Lenders, the L/C Issuer and the   Administrative Agent (including any claim for the reasonable compensation,   expenses, disbursements and advances of the Lenders, the L/C Issuer and the   Administrative Agent and their respective agents and counsel and all other   amounts due the Lenders, the L/C Issuer and the Administrative Agent under   Sections 2.03(h) and (i), 2.09 and 10.04) allowed in such judicial   proceeding; and (b) (b) to collect and receive any monies or other property   payable or deliverable on any such claims and to distribute the same;   -172-Last Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










and any   custodian, receiver, assignee, trustee, liquidator, examiner, sequestrator or   other similar official in any such judicial proceeding is hereby authorized   by each Lender and the L/C Issuer to make such payments to the Administrative   Agent and, if the Administrative Agent shall consent to the making of such   payments directly to the Lenders and the L/C Issuer, to pay to the   Administrative Agent any amount due for the reasonable compensation,   expenses, disbursements and advances of the Administrative Agent and its   agents and counsel, and any other amounts due to the Administrative Agent   under Sections 2.09 and 10.04. Nothing contained herein shall be deemed to   authorize the Administrative Agent to authorize or consent to or accept or   adopt on behalf of any Lender or the L/C Issuer any plan of reorganization,   arrangement, adjustment or composition affecting the Obligations or the   rights of any Lender or the L/C Issuer to authorize the Administrative Agent   to vote in respect of the claim of any Lender or the L/C Issuer or in any   such proceeding. Section 9.09Collateral and Guaranty Matters. Each of the   Lenders (including in its capacity as a potential Hedge Bank) and the L/C   Issuer irrevocably authorize the Collateral Agent, at its option and in its   discretion, (a) (a) to release any Lien on any property granted to or held by   the Administrative Agent under any Loan Document (i) upon termination of the   Aggregate Commitments and payment in full of all Obligations (other than (A)   contingent indemnification obligations and (B) obligations and liabilities   under Treasury Services Agreements and Secured Hedge Agreements as to which   arrangements satisfactory to the applicable Hedge Bank shall have been made)   and the expiration or termination of all Letters of Credit (other than   Letters of Credit as to which other arrangements satisfactory to the   Administrative Agent and the L/C Issuer shall have been made), (ii) that is   sold or to be sold as part of or in connection with any sale permitted   hereunder or under any other Loan Document to a Person that is not a Loan   Party, (iii) that constitutes “Excluded Assets” (as such term is defined in   the Security Agreement), (iv) if approved, authorized or ratified in writing   in accordance with Section 10.01, (v) if the property subject to such Lien is   owned by a Guarantor, upon release of such Guarantor from its obligations   under its Guaranty pursuant to clause (b) below or (vi) upon the terms of the   Collateral Documents or the Intercreditor Agreement (if in effect) or any   other intercreditor agreement entered into pursuant hereto; (b) (b) to   release any Guarantor from its obligations under the Guaranty if such Person   ceases to be a Subsidiary as a result of a transaction permitted hereunder,   or becomes an Excluded Subsidiary or an Unrestricted Subsidiary; and (c) (c)   to subordinate any Lien on any property granted to or held by the   Administrative Agent or Collateral Agent under any Loan Document to the   holder of any Lien on such property that is permitted by Section 7.01(6) (but   solely in the case of Indebtedness incurred pursuant to clause (4) of Section   7.02(b)). Upon request by the Administrative Agent or the Collateral Agent at   any time, the Required Lenders will confirm in writing the Administrative   Agent’s authority to release or -173-CG&R Draft 1000892582v1 Last Saved:   08/19/2013 8:50 pm 1000892582 


    




 










subordinate its   interest in particular types or items of property, or to release any   Guarantor from its obligations under the Guaranty pursuant to this Section   9.09. In each case as specified in this Section 9.09, the Administrative   Agent or the Collateral Agent will, at the Borrower’s expense, execute and   deliver to the applicable Loan Party such documents as such Loan Party may   reasonably request to evidence the release or subordination of such item of   Collateral from the assignment and security interest granted under the   Collateral Documents or to subordinate its interest in such item, or to   release such Guarantor from its obligations under the Guaranty, in each case   in accordance with the terms of the Loan Documents and this Section 9.09. The   Lenders hereby authorize the Administrative Agent to enter into any   Intercreditor Agreement, any Second Lien Intercreditor Agreement or other   intercreditor agreement or arrangement permitted under this Agreement and the   Lenders acknowledge that any such intercreditor agreement is binding upon the   Lenders. Section 9.10No Other Duties, Etc. Anything herein to the contrary   notwithstanding, none of the “syndication agent,” “joint bookrunners” or   “arrangers” listed on the cover page hereof shall have any powers, duties or   responsibilities under this Agreement or any of the other Loan Documents,   except in its capacity, as applicable, as the Administrative Agent, a Lender   or the L/C Issuer hereunder. Section 9.11Treasury Services Agreements and   Secured Hedge Agreements. No Hedge Bank that obtains the benefits of Section   8.04, the Guaranty or any Collateral by virtue of the provisions hereof or of   the Guaranty or any Collateral Document shall have any right to notice of any   action or to consent to, direct or object to any action hereunder or under   any other Loan Document or otherwise in respect of the Collateral (including   the release or impairment of any Collateral) other than in its capacity as a   Lender and, in such case, only to the extent expressly provided in the Loan   Documents. Notwithstanding any other provision of this Article IX to the   contrary, the Administrative Agent shall not be required to verify the payment   of, or that other satisfactory arrangements have been made with respect to,   Obligations arising under Treasury Services Agreements and Secured Hedge   Agreements unless the Administrative Agent has received written notice of   such Obligations, together with such supporting documentation as the   Administrative Agent may request, from the applicable Hedge Bank, as the case   may be. Section 9.12Withholding Tax. To the extent required by any applicable   Laws (as determined in good faith by the Administrative Agent), the   Administrative Agent may withhold from any payment to any Lender under any   Loan Document an amount equivalent to any applicable withholding Tax. Without   limiting or expanding the provisions of Section 3.01, each Lender shall   indemnify and hold harmless the Administrative Agent against, and shall make   payable in respect thereof within 10 days after demand therefor, any and all   Taxes and any and all related losses, claims, liabilities and expenses   (including fees, charges and disbursements of any counsel for the   Administrative Agent) incurred by or asserted against the Administrative   Agent by the IRS or -174-CG&R Draft 1000892582v1 Last Saved: 08/19/2013   8:50 pm 1000892582 


    




 










any other   Governmental Authority as a result of the failure of the Administrative Agent   to properly withhold Tax from amounts paid to or for the account of such   Lender for any reason (including because the appropriate form was not   delivered or not properly executed, or because such Lender failed to notify   the Administrative Agent of a change in circumstance that rendered the   exemption from, or reduction of withholding Tax ineffective). A certificate   as to the amount of such payment or liability delivered to any Lender by the   Administrative Agent shall be conclusive absent manifest error. Each Lender   hereby authorizes the Administrative Agent to set off and apply any and all   amounts at any time owing to such Lender under this Agreement or any other   Loan Document against any amount due the Administrative Agent under this   Section 9.12. The agreements in this Section 9.12 shall survive the   resignation and/or replacement of the Administrative Agent, any assignment of   rights by, or the replacement of, a Lender, the termination of the   Commitments and the repayment, satisfaction or discharge of all other   Obligations. For the avoidance of doubt, the term “Lender” shall, for   purposes of this Section 9.12, include any Swing Line Lender and any L/C   Issuer. ARTICLE X. Miscellaneous Section 10.01 Amendments, Etc. Except as otherwise   set forth in this Agreement, no amendment or waiver of any provision of this   Agreement or any other Loan Document, and no consent to any departure by any   Loan Party therefrom, shall be effective unless in writing signed by the   Required Lenders and such Loan Party, and acknowledged by the Administrative   Agent, and each such waiver or consent shall be effective only in the   specific instance and for the specific purpose for which given; provided   that, no such amendment, waiver or consent shall: (a) extend or increase the   Commitment of any Lender without the written consent of each Lender holding   such Commitment (it being understood that a waiver of any condition precedent   or of any Default, Event of Default, mandatory prepayment or mandatory   reduction of the Commitments shall not constitute an extension or increase of   any Commitment of any Lender); (b) postpone any date scheduled for, or reduce   or forgive the amount of, any payment of principal or interest under Section   2.07 or 2.08 without the written consent of each Lender holding the   applicable Obligation (it being understood that the waiver of (or amendment   to the terms of) any mandatory prepayment of the Term Loans shall not   constitute a postponement of any date scheduled for the payment of principal   or interest); (c) reduce or forgive the principal of, or the rate of interest   specified herein on, any Loan, or L/C Borrowing, or (subject to clause (iii)   of the second proviso to this Section 10.01) any fees or other amounts   payable hereunder or under any other Loan Document (or change the timing of   payments of such fees or other amounts) without the written consent of each   Lender holding such Loan, L/C Borrowing or to whom such fee or other amount   is owed; provided that, only the consent of the Required -175-CG&R Draft   1000892582v1 Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










Lenders shall   be necessary to amend the definition of “Default Rate” or to waive any   obligation of the Borrower to pay interest at the Default Rate; (d) subject   to the third paragraph of this Section 10.01, change any provision of this   Section 10.01, the definition of “Required Lenders” or “Pro Rata Share” or   Section 2.06(b), 2.12(a), 2.13 or 8.04 without the written consent of each   Lender; (e) other than in connection with a transaction permitted under   Section 7.03 or 7.04, release all or substantially all of the Collateral in   any transaction or series of related transactions, without the written   consent of each Lender; (f) other than in connection with a transaction   permitted under Section 7.03 or 7.04, release all or substantially all of the   aggregate value of the Guarantees, without the written consent of each   Lender; or (g) without the written consent of the Required Class Lenders,   adversely affect the rights of a Class in respect of payments or Collateral   in a manner different to the effect of such amendment, waiver or consent on   any other Class, and provided further that (i) no amendment, waiver or   consent shall, unless in writing and signed by each L/C Issuer in addition to   the Lenders required above, affect the rights or duties of an L/C Issuer under   this Agreement or any Letter of Credit Application relating to any Letter of   Credit issued or to be issued by it; (ii) no amendment, waiver or consent   shall, unless in writing and signed by a Swing Line Lender in addition to the   Lenders required above, affect the rights or duties of such Swing Line Lender   under this Agreement; (iii) no amendment, waiver or consent shall, unless in   writing and signed by the Administrative Agent or the Collateral Agent, as   applicable, in addition to the Lenders required above, affect the rights or   duties of, or any fees or other amounts payable to, the Administrative Agent   or the Collateral Agent, as applicable, under this Agreement or any other   Loan Document; (iv) Section 10.06(g) may not be amended, waived or otherwise   modified without the consent of each Granting Lender all or any part of whose   Loans are being funded by an SPC at the time of such amendment, waiver or   other modification; and (v) no amendment, waiver or consent shall be made to   modify Section 7.09 or any definition related thereto (as any such definition   is used for purposes of Section 7.09) or waive any Default or Event of   Default resulting from a failure to perform or observe the requirements of   Section 7.09 without the written consent of the Required Class Lenders under   the applicable Revolving Credit Facility or Facilities with respect to   Revolving Credit Commitments (such Required Class Lenders shall consent   together as one Facility); provided, however, that the waivers described in   this clause (v) shall not require the consent of any Lenders other than the   Required Class Lenders under such Facility or Facilities with respect to   Revolving Credit Commitments; and provided further that the Borrower and the   Administrative Agent shall be permitted to enter into an amendment,   supplement, modification, consent or waiver to cure any ambiguity, omission,   defect or inconsistency in any Loan Document without the prior written   consent of the Required Lenders. -176-Last Saved: 08/19/2013 8:50 pm CG&R   Draft 1000892582v1 1000892582 


    




 










Notwithstanding   anything to the contrary herein, no Defaulting Lender shall have any right to   approve or disapprove any amendment, waiver or consent hereunder, except that   the Commitment of such Lender may not be increased or extended without the   consent of such Lender (it being understood that any Commitments or Loans   held or deemed held by any Defaulting Lender shall be excluded for a vote of   the Lenders hereunder requiring any consent of the Lenders). Notwithstanding   the foregoing, this Agreement may be amended (or amended and restated) with   the written consent of the Required Lenders, the Administrative Agent and the   Borrower (a) to add one or more additional credit facilities to this   Agreement and to permit the extensions of credit from time to time   outstanding thereunder and the accrued interest and fees in respect thereof   to share ratably in the benefits of this Agreement and the other Loan   Documents with the Term Loans and the Revolving Credit Loans and the accrued   interest and fees in respect thereof and (b) to include appropriately the   Lenders holding such credit facilities in any determination of the Required   Lenders. Notwithstanding the foregoing, this Agreement may be amended to   adjust the borrowing mechanics related to Swing Line Loans with only the   written consent of the Administrative Agent, the applicable Swing Line   Lender(s) and the Borrower so long as the Obligations of the Revolving Credit   Lenders and, if applicable, the other Swing Line Lender are not affected   thereby. If any Lender does not consent to a proposed amendment, waiver,   consent or release with respect to any Loan Document that requires the   consent of each Lender and that has been approved by the Required Lenders,   the Borrower may replace such non-consenting Lender in accordance with   Section 10.13; provided that such amendment, waiver, consent or release can   be effected as a result of the assignment contemplated by such Section   (together with all other such assignments required by the Borrower to be made   pursuant to this paragraph). Section 10.02 Notices; Effectiveness; Electronic   Communications. (a) Notices Generally. Except in the case of notices and   other communications expressly permitted to be given by telephone (and except   as provided in subsection (b) below), all notices and other communications   provided for herein shall be in writing and shall be delivered by hand or   overnight courier service, mailed by certified or registered mail or sent by   telecopier as follows, and all notices and other communications expressly   permitted hereunder to be given by telephone shall be made to the applicable   telephone number, as follows: (i) if to the Borrower, the Administrative   Agent, the L/C Issuer or the Swing Line Lender, to the address, telecopier   number, electronic mail address or telephone number specified for such Person   on Schedule 10.02; and (ii) if to any other Lender, to the address,   telecopier number, electronic mail address or telephone number specified in   its Administrative Questionnaire (including, as appropriate, notices   delivered solely to the Person designated by a Lender on its Administrative   Questionnaire then in effect for the delivery of notices that may contain   material non-public information relating to the Borrower). -177-Last Saved: 08/19/2013   8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










Notices and   other communications sent by hand or overnight courier service, or mailed by   certified or registered mail, shall be deemed to have been given when   received; notices and other communications sent by telecopier shall be deemed   to have been given when sent (except that, if not given during normal   business hours for the recipient, shall be deemed to have been given at the   opening of business on the next business day for the recipient). Notices and   other communications delivered through electronic communications to the   extent provided in subsection (b) below shall be effective as provided in   such subsection (b). (b) Electronic Communications. Notices and other   communications to the Lenders and the L/C Issuer hereunder may be delivered   or furnished by electronic communication (including e-mail and Internet or   intranet websites) pursuant to procedures approved by the Administrative   Agent, provided that the foregoing shall not apply to notices to any Lender   or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as   applicable, has notified the Administrative Agent that it is incapable of   receiving notices under such Article by electronic communication. The   Administrative Agent or the Borrower may, in its discretion, agree to accept   notices and other communications to it hereunder by electronic communications   pursuant to procedures approved by it, provided that approval of such   procedures may be limited to particular notices or communications. Unless the   Administrative Agent otherwise prescribes, (i) notices and other   communications sent to an e-mail address shall be deemed received upon the   sender’s receipt of an acknowledgement from the intended recipient (such as   by the “return receipt requested” function, as available, return e-mail or other   written acknowledgement), provided that if such notice or other communication   is not sent during the normal business hours of the recipient, such notice or   communication shall be deemed to have been sent at the opening of business on   the next business day for the recipient, and (ii) notices or communications   posted to an Internet or intranet website shall be deemed received upon the   deemed receipt by the intended recipient at its e-mail address as described   in the foregoing clause (i) of notification that such notice or communication   is available and identifying the website address therefor. (c) The Platform.   THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS   DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER   MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY   FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY   KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF   MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD   PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY   AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no   event shall the Administrative Agent or any of its Related Parties   (collectively, the “Agent Parties”) have any liability to the Borrower, any   Lender, the L/C Issuer or any other Person for losses, claims, damages,   liabilities or expenses of any kind (whether in tort, contract or otherwise)   arising out of the Borrower’s or the Administrative Agent’s transmission of   Borrower Materials through the Internet, except to the extent that such   losses, claims, damages, liabilities or expenses are determined by a court of   competent jurisdiction by a final and nonappealable judgment to have resulted   from the bad faith, gross negligence or willful misconduct of such Agent   Party; -178-CG&R Draft 1000892582v1 Last Saved: 08/19/2013 8:50 pm   1000892582 


    




 










provided,   however, that in no event shall any Agent Party have any liability to the   Borrower, any Lender, the L/C Issuer or any other Person for indirect,   special, incidental, consequential or punitive damages (as opposed to direct   or actual damages). (d) Change of Address, Etc. Each of the Borrower, the   Administrative Agent, the L/C Issuer and the Swing Line Lender may change its   address, telecopier or telephone number for notices and other communications   hereunder by notice to the other parties hereto. Each other Lender may change   its address, telecopier or telephone number for notices and other   communications hereunder by notice to the Borrower, the Administrative Agent,   the L/C Issuer and the Swing Line Lender. In addition, each Lender agrees to   notify the Administrative Agent from time to time to ensure that the Administrative   Agent has on record (i) an effective address, contact name, telephone number,   telecopier number and electronic mail address to which notices and other   communications may be sent and (ii) accurate wire instructions for such   Lender. Furthermore, each Public Lender agrees to cause at least one   individual at or on behalf of such Public Lender to at all times have   selected the “Private Side Information” or similar designation on the content   declaration screen of the Platform in order to enable such Public Lender or   its delegate, in accordance with such Public Lender’s compliance procedures   and applicable Law, including United States Federal and state securities   Laws, to make reference to Borrower Materials that are not made available   through the “Public Side Information” portion of the Platform and that may   contain material non-public information with respect to the Borrower or its   securities for purposes of United States Federal or state securities laws.   (e) Reliance by the Agents, L/C Issuer and Lenders. The Administrative Agent,   the Collateral Agent, the L/C Issuer and the Lenders shall be entitled to   rely and act upon any notices (including telephonic Committed Loan Notices   and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower   even if (i) such notices were not made in a manner specified herein, were   incomplete or were not preceded or followed by any other form of notice   specified herein, or (ii) the terms thereof, as understood by the recipient,   varied from any confirmation thereof. The Borrower shall indemnify the   Administrative Agent, the Collateral Agent, the L/C Issuer, each Lender and   the Related Parties of each of them from all losses, costs, expenses and   liabilities resulting from the reliance by such Person on each notice   purportedly given by or on behalf of the Borrower in the absence of bad   faith, gross negligence or willful misconduct by such Person. All telephonic   notices to and other telephonic communications with the Administrative Agent   or the Collateral Agent, may be recorded by the Administrative Agent or the   Collateral Agent, and each of the parties hereto hereby consents to such   recording. Section 10.03 No Waiver; Cumulative Remedies; Enforcement. No   failure by any Lender or the Administrative Agent or the Collateral Agent to   exercise, and no delay by any such Person in exercising, any right, remedy,   power or privilege hereunder or under any other Loan Document shall operate   as a waiver thereof; nor shall any single or partial exercise of any right,   remedy, power or privilege hereunder preclude any other or further exercise   thereof or the exercise of any other right, remedy, power or privilege. The   rights, remedies, powers and privileges herein provided, and provided under   each other Loan -179-Last Saved: 08/19/2013 8:50 pm CG&R Draft   1000892582v1 1000892582 


    




 










Document, are   cumulative and not exclusive of any rights, remedies, powers and privileges   provided by Law. Notwithstanding anything to the contrary contained herein or   in any other Loan Document, the authority to enforce rights and remedies   hereunder and under the other Loan Documents against the Loan Parties or any   of them shall be vested exclusively in, and all actions and proceedings at   law in connection with such enforcement shall be instituted and maintained   exclusively by, the Administrative Agent in accordance with Section 8.02 for   the benefit of all the Lenders and the L/C Issuer; provided, however, that   the foregoing shall not prohibit (a) the Administrative Agent from exercising   on its own behalf the rights and remedies that inure to its benefit (solely   in its capacity as Administrative Agent) hereunder and under the other Loan   Documents, (b) the L/C Issuer or the Swing Line Lender from exercising the   rights and remedies that inure to its benefit (solely in its capacity as L/C   Issuer or Swing Line Lender, as the case may be) hereunder and under the   other Loan Documents, (c) any Lender from exercising setoff rights in   accordance with Section 10.08 (subject to the terms of Section 2.13), or (d)   any Lender from filing proofs of claim or appearing and filing pleadings on   its own behalf during the pendency of a proceeding relative to any Loan Party   under any Debtor Relief Law; and provided, further, that if at any time there   is no Person acting as Administrative Agent hereunder and under the other   Loan Documents, then (i) the Required Lenders shall have the rights otherwise   ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in   addition to the matters set forth in clauses (b), (c) and (d) of the   preceding proviso and subject to Section 2.13, any Lender may, with the   consent of the Required Lenders, enforce any rights and remedies available to   it and as authorized by the Required Lenders. Section 10.04 Expenses;   Indemnity; Damage Waiver. (a) Costs and Expenses. The Borrower shall pay (i) all   reasonable and documented out-of-pocket expenses incurred by the   Administrative Agent and its Affiliates (including the reasonable and   documented out-of-pocket fees, charges and disbursements of counsel for the   Administrative Agent), in connection with the syndication of the credit   facilities provided for herein, the preparation, negotiation, execution,   delivery and administration of this Agreement and the other Loan Documents or   any amendments, modifications or waivers of the provisions hereof or thereof   (whether or not the transactions contemplated hereby or thereby shall be   consummated), (ii) all reasonable and documented out-of-pocket expenses   incurred by the L/C Issuer in connection with the issuance, amendment,   renewal or extension of any Letter of Credit or any demand for payment   thereunder and (iii) all reasonable and documented out-of-pocket expenses   incurred by the Administrative Agent, any Lender or the L/C Issuer (including   the reasonable and documented out-of-pocket fees, charges and disbursements   of any counsel for the Administrative Agent, any Lender or the L/C Issuer),   and shall pay all allocated fees and time charges for attorneys who may be   employees of the Administrative Agent, any Lender or the L/C Issuer, in   connection with the enforcement or protection of its rights (A) in connection   with this Agreement, including Section 6.10 hereof, and the other Loan   Documents, including its rights under this Section, or (B) in connection with   Loans made or Letters of Credit issued hereunder, including all such   reasonable and documented out-of-pocket expenses incurred during any workout,   restructuring or negotiations in respect of such Loans or Letters of Credit.   -180-CG&R Draft 1000892582v1 Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










(b)   Indemnification by the Borrower. The Borrower shall indemnify the   Administrative Agent (and any sub-agent thereof), each Lender and the L/C   Issuer, and each Related Party of any of the foregoing Persons (each such   Person being called an “Indemnitee”) against, and hold each Indemnitee   harmless from, any and all losses, claims, damages, liabilities and related   expenses (including the fees, charges and disbursements of any counsel for   any Indemnitee), and shall indemnify and hold harmless each Indemnitee from   all fees and time charges and disbursements for attorneys who may be   employees of any Indemnitee, incurred by any Indemnitee or asserted against   any Indemnitee by any third party or by the Borrower or any other Loan Party   arising out of, in connection with, or as a result of (i) the execution or   delivery of this Agreement, any other Loan Document or any agreement or   instrument contemplated hereby or thereby, the performance by the parties   hereto of their respective obligations hereunder or thereunder or the   consummation of the transactions contemplated hereby or thereby, or, in the   case of the Administrative Agent (and any sub-agent thereof) and its Related   Parties only, the administration of this Agreement and the other Loan   Documents, (ii) any Loan or Letter of Credit or the use or proposed use of   the proceeds therefrom (including any refusal by the L/C Issuer to honor a   demand for payment under a Letter of Credit if the documents presented in   connection with such demand do not strictly comply with the terms of such   Letter of Credit), (iii) any actual or alleged presence or Release of   Hazardous Materials at, on, under or emanating from any property owned,   leased or operated by the Borrower or any of its Subsidiaries, or any   Environmental Liability related in any way to the Borrower or any of its   Subsidiaries, or (iv) any actual or prospective claim, litigation,   investigation or proceeding relating to any of the foregoing, whether based   on contract, tort or any other theory, whether brought by a third party or by   the Borrower or any other Loan Party or any of the Borrower’s or such Loan   Party’s directors, shareholders or creditors, and regardless of whether any   Indemnitee is a party thereto; provided that such indemnity shall not, as to   any Indemnitee, be available to the extent that such losses, claims, damages,   liabilities or related expenses (x) are determined by a court of competent   jurisdiction by final and nonappealable judgment to have resulted from the   gross negligence or willful misconduct of such Indemnitee or (y) result from   a claim brought by the Borrower or any other Loan Party against an Indemnitee   for breach in bad faith of such Indemnitee’s obligations hereunder or under   any other Loan Document, if the Borrower or such Loan Party has obtained a   final and nonappealable judgment in its favor on such claim as determined by   a court of competent jurisdiction. (c) Reimbursement by Lenders. To the   extent that the Borrower for any reason fails to indefeasibly pay any amount   required under subsection (a) or (b) of this Section to be paid by it to the   Administrative Agent (or any sub-agent thereof), the L/C Issuer or any   Related Party of any of the foregoing, each Lender severally agrees to pay to   the Administrative Agent (or any such sub-agent), the L/C Issuer or such   Related Party, as the case may be, such Lender’s Applicable Percentage   (determined as of the time that the applicable unreimbursed expense or   indemnity payment is sought) of such unpaid amount, provided that the   unreimbursed expense or indemnified loss, claim, damage, liability or related   expense, as the case may be, was incurred by or asserted against the   Administrative Agent (or any such sub-agent) or the L/C Issuer in its   capacity as such, or against any Related Party of any of the foregoing acting   for the Administrative Agent (or any such sub-agent) or L/C Issuer -181-Last   Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










in connection   with such capacity. The obligations of the Lenders under this subsection (c)   are subject to the provisions of Section 2.12(e). (d) Waiver of Consequential   Damages, Etc. To the fullest extent permitted by applicable law, the Borrower   shall not assert, and hereby waives, any claim against any Indemnitee, on any   theory of liability, for special, indirect, consequential or punitive damages   (as opposed to direct or actual damages) arising out of, in connection with,   or as a result of, this Agreement, any other Loan Document or any agreement   or instrument contemplated hereby, the transactions contemplated hereby or   thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No   Indemnitee referred to in subsection (b) above shall be liable for any   damages arising from the use by unintended recipients of any information or   other materials distributed to such unintended recipients by such Indemnitee   through telecommunications, electronic or other information transmission   systems in connection with this Agreement or the other Loan Documents or the   transactions contemplated hereby or thereby other than for direct or actual   damages resulting from the bad faith, gross negligence or willful misconduct   of such Indemnitee as determined by a final and nonappealable judgment of a   court of competent jurisdiction. (e) Payments. All amounts due under this   Section shall be payable not later than ten Business Days after demand   therefor. (f) Survival. The agreements in this Section shall survive the   resignation of the Administrative Agent, the L/C Issuer and the Swing Line   Lender, the replacement of any Lender, the termination of the Aggregate   Commitments and the repayment, satisfaction or discharge of all the other   Obligations. Section 10.05 Payments Set Aside. To the extent that any payment   by or on behalf of the Borrower is made to any Agent or any Lender, or any   Agent or any Lender exercises its right of setoff, and such payment or the   proceeds of such setoff or any part thereof is subsequently invalidated,   declared to be fraudulent or preferential, set aside or required (including pursuant   to any settlement entered into by such Agent or such Lender in its   discretion) to be repaid to a trustee, receiver or any other party, in   connection with any proceeding under any Debtor Relief Law or otherwise, then   (a) to the extent of such recovery, the obligation or part thereof originally   intended to be satisfied shall, to the fullest extent possible under   provisions of applicable Law, be revived and continued in full force and   effect as if such payment had not been made or such setoff had not occurred,   and (b) each Lender severally agrees to pay to the Administrative Agent upon   demand its applicable share of any amount so recovered from or repaid by any   Agent, plus interest thereon from the date of such demand to the date such   payment is made at a rate per annum equal to the applicable Federal Funds   Rate from time to time in effect. Section 10.06 Successors and Assigns. (a)   Successors and Assigns Generally. The provisions of this Agreement shall be   binding upon and inure to the benefit of the parties hereto and their   respective successors and assigns permitted hereby, except that (other than   as permitted pursuant to Section 7.03) neither -182-CG&R Draft   1000892582v1 Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










the Borrower   nor any other Loan Party may assign or otherwise transfer any of its rights   or obligations hereunder without the prior written consent of the   Administrative Agent and each Lender and no Lender may assign or otherwise   transfer any of its rights or obligations hereunder except (i) to an assignee   in accordance with the provisions of Section 10.06(b) (such an assignee, an   “Eligible Assignee”), (ii) by way of participation in accordance with the   provisions of Section 10.06(d), (iii) by way of pledge or assignment of a   security interest subject to the restrictions of Section 10.06(f), or (iv) to   an SPC in accordance with the provisions of Section 10.06(g) (and any other   attempted assignment or transfer by any party hereto shall be null and void).   Nothing in this Agreement, expressed or implied, shall be construed to confer   upon any Person (other than the parties hereto, their respective successors   and assigns permitted hereby, Participants to the extent provided in   subsection (d) of this Section and, to the extent expressly contemplated   hereby, the Related Parties of each of the Administrative Agent, the L/C   Issuer and the Lenders) any legal or equitable right, remedy or claim under   or by reason of this Agreement. (b) Assignments by Lenders. Any Lender may at   any time assign to one or more assignees (“Assignees”) all or a portion of   its rights and obligations under this Agreement (including all or a portion   of its Commitment(s) and the Loans (including for purposes of this Section   10.06(b), participations in L/C Obligations and in Swing Line Loans) at the   time owing to it); provided that any such assignment shall be subject to the   following conditions: (i) (i) Minimum Amounts. (A) in the case of an   assignment of the entire remaining amount of the assigning Lender’s Commitment   under any Facility and the Loans at the time owing to it under such Facility   or in the case of an assignment to a Lender, an Affiliate of a Lender or an   Approved Fund, no minimum amount need be assigned; and (B) in any case not   described in subsection (b)(i)(A) of this Section, the aggregate amount of   the Commitment (which for this purpose includes Loans outstanding thereunder)   or, if the Commitment is not then in effect, the principal outstanding   balance of the Loans of the assigning Lender subject to each such assignment,   determined as of the date the Assignment and Assumption with respect to such   assignment is delivered to the Administrative Agent or, if “Trade Date” is   specified in the Assignment and Assumption, as of the Trade Date, shall not   be less than $5,000,000, in the case of any assignment in respect of the   Revolving Credit Facility, or $1,000,000, in the case of any assignment in   respect of Term Loans, unless each of the Administrative Agent and, so long   as no Event of Default has occurred and is continuing, the Borrower otherwise   consents (each such consent not to be unreasonably withheld or delayed);   provided, however, that concurrent assignments to members of an Assignee   Group and concurrent assignments from members of an Assignee Group to a   single Eligible Assignee (or to an Eligible Assignee and members of its   Assignee Group) will be treated as a single assignment for purposes of   determining whether such minimum amount has been met; -183-Last Saved:   08/19/2013 8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










(ii) (ii)   Proportionate Amounts. Each partial assignment shall be made as an assignment   of a proportionate part of all the assigning Lender’s rights and obligations   under this Agreement with respect to the Loans or the Commitment assigned,   except that this clause (ii) shall not (A) apply to the Swing Line Lender’s   rights and obligations in respect of Swing Line Loans or (B) prohibit any   Lender from assigning all or a portion of its rights and obligations among   separate Facilities on a non-pro rata basis; (iii) (iii) Required Consents.   No consent shall be required for any assignment except to the extent required   by subsection (b)(i)(B) of this Section and, in addition: (A) (A) the consent   of the Borrower (such consent not to be unreasonably withheld or delayed)   shall be required unless (1) an Event of Default under Section 8.01(a), (f)   or (g) has occurred and is continuing at the time of such assignment or (2)   such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund;   provided that the Borrower shall be deemed to have consented to any such   assignment unless it shall object thereto by written notice to the   Administrative Agent within ten (10) Business Days after having received   notice thereof; (B) (B) the consent of the Administrative Agent (such consent   not to be unreasonably withheld or delayed) shall be required for assignments   in respect of (1) any Term Commitment or Revolving Credit Commitment if such   assignment is to a Person that is not a Lender with a Commitment in respect   of the applicable Facility, an Affiliate of such Lender or an Approved Fund   with respect to such Lender or (2) any Term Loan to a Person that is not a   Lender, an Affiliate of a Lender or an Approved Fund; (C) (C) the consent of   the L/C Issuer (such consent not to be unreasonably withheld or delayed)   shall be required for any assignment that increases the obligation of the   assignee to participate in exposure under one or more Letters of Credit   (whether or not then outstanding); and (D) (D) the consent of the Swing Line   Lender (such consent not to be unreasonably withheld or delayed) shall be   required for any assignment in respect of the Revolving Credit Facility.   Notwithstanding anything herein (including in clause (A) above) or in any   other Loan Document to the contrary, no Tranche B-2 Term Lender shall affect   any assignment with respect to the Tranche B-2 Term Facility during the   Certain Funds Period (other than an assignment to an Affiliate of a Tranche   B-2 Term Lender or to those banks, financial institutions or other institutional   lenders that have been agreed by the Borrower and the Tranche B-2 Arrangers   prior to the First Amendment Effective Date) without the Borrower’s prior   written consent in the Borrower’s sole discretion. -184-Last Saved:   08/19/2013 8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










(iv) (iv)   Assignment and Assumption. The parties to each assignment shall execute and   deliver to the Administrative Agent an Assignment and Assumption, together   with a processing and recordation fee in the amount of $3,500; provided,   however, that the Administrative Agent may, in its sole discretion, elect to   waive such processing and recordation fee in the case of any assignment. The   assignee, if it is not a Lender, shall deliver to the Administrative Agent an   Administrative Questionnaire. (v) (v) No Assignment to Certain Persons. No   such assignment shall be made (A) to the Borrower or any of the Borrower’s   Affiliates or Subsidiaries, (B) to any Defaulting Lender or any of its   Subsidiaries, or any Person who, upon becoming a Lender hereunder, would   constitute any of the foregoing Persons described in this clause (B), or (C)   to a natural person. (vi) (vi) Certain Additional Payments. In connection   with any assignment of rights and obligations of any Defaulting Lender   hereunder, no such assignment shall be effective unless and until, in   addition to the other conditions thereto set forth herein, the parties to the   assignment shall make such additional payments to the Administrative Agent in   an aggregate amount sufficient, upon distribution thereof as appropriate   (which may be outright payment, purchases by the assignee of participations   or subparticipations, or other compensating actions, including funding, with   the consent of the Borrower and the Administrative Agent, the applicable pro   rata share of Loans previously requested but not funded by the Defaulting   Lender, to each of which the applicable assignee and assignor hereby   irrevocably consent), to (x) pay and satisfy in full all payment liabilities   then owed by such Defaulting Lender to the Administrative Agent or any Lender   hereunder (and interest accrued thereon) and (y) acquire (and fund as   appropriate) its full pro rata share of all Loans and participations in   Letters of Credit and Swing Line Loans in accordance with its Applicable   Percentage. Notwithstanding the foregoing, in the event that any assignment   of rights and obligations of any Defaulting Lender hereunder shall become   effective under applicable Law without compliance with the provisions of this   paragraph, then the assignee of such interest shall be deemed to be a   Defaulting Lender for all purposes of this Agreement until such compliance   occurs. Subject to acceptance and recording thereof by the Administrative   Agent pursuant to subsection (c) of this Section, from and after the   effective date specified in each Assignment and Assumption, the assignee   thereunder shall be a party to this Agreement and, to the extent of the   interest assigned by such Assignment and Assumption, have the rights and obligations   of a Lender under this Agreement, and the assigning Lender thereunder shall,   to the extent of the interest assigned by such Assignment and Assumption, be   released from its obligations under this Agreement (and, in the case of an   Assignment and Assumption covering all of the assigning Lender’s rights and   obligations under this Agreement, such Lender shall cease to be a party   hereto) but shall continue to be entitled to the benefits of Sections 3.01,   3.04, 3.05 and 10.04 with respect to facts and circumstances occurring prior   to the effective date of such assignment. Upon request, the Borrower (at its   expense) shall execute and deliver a Note to the assignee Lender. Any   assignment or transfer by a Lender of rights or obligations under this   Agreement that does not comply with this subsection shall be treated for   purposes of this -185-CG&R Draft 1000892582v1 Last Saved: 08/19/2013 8:50   pm 1000892582 


    




 










Agreement as a   sale by such Lender of a participation in such rights and obligations in   accordance with Section 10.06(d). (c) Register. The Administrative Agent,   acting solely for this purpose as a non-fiduciary agent of the Borrower (and   such agency being solely for tax purposes), shall maintain at the   Administrative Agent’s Office a copy of each Assignment and Assumption   delivered to it and a register for the recordation of the names and addresses   of the Lenders, and the Commitments of, and principal amounts (and related   interest amounts) of the Loans and L/C Obligations owing to, each Lender   pursuant to the terms hereof from time to time (the “Register”). The entries   in the Register shall be conclusive absent manifest error and the Borrower,   the Administrative Agent and the Lenders shall treat each Person whose name   is recorded in the Register pursuant to the terms hereof as a Lender   hereunder for all purposes of this Agreement, notwithstanding notice to the   contrary. The Register shall be available for inspection by the Borrower and   any Lender (with respect to its own interests only), at any reasonable time   and from time to time upon reasonable prior notice. (d) Participations. Any   Lender may at any time, without the consent of, or notice to, the Borrower or   the Administrative Agent, sell participations to any Person (other than a   natural person, a Defaulting Lender or the Borrower or any of the Borrower’s   Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of   such Lender’s rights and/or obligations under this Agreement (including all   or a portion of its Commitment and/or the Loans (including such Lender’s   participations in L/C Obligations and/or Swing Line Loans) owing to it);   provided that (i) such Lender’s obligations under this Agreement shall remain   unchanged, (ii) such Lender shall remain solely responsible to the other   parties hereto for the performance of such obligations and (iii) the   Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall   continue to deal solely and directly with such Lender in connection with such   Lender’s rights and obligations under this Agreement. Any agreement or   instrument pursuant to which a Lender sells such a participation shall   provide that such Lender shall retain the sole right to enforce this   Agreement and to approve any amendment, modification or waiver of any provision   of this Agreement; provided that such agreement or instrument may provide   that such Lender will not, without the consent of the Participant, agree to   any amendment, waiver or other modification described in the first proviso to   Section 10.01 that affects such Participant. Subject to subsection (e) of   this Section, the Borrower agrees that each Participant shall be entitled to   the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements and   limitations of such Sections and Section 10.13) to the same extent as if it   were a Lender and had acquired its interest by assignment pursuant to Section   10.06(b). To the extent permitted by law, each Participant also shall be   entitled to the benefits of Section 10.08 as though it were a Lender,   provided such Participant agrees to be subject to Section 2.13 as though it   were a Lender. Each Lender that sells a participation shall, acting solely   for this purpose as a non-fiduciary agent of the Borrower, maintain a   register on which it enters the name and address of each Participant and the   principal amounts (and related interest amounts) of each participant’s   interest in the Loans or other obligations under this Agreement (the   “Participant Register”). The entries in the Participant Register shall be   conclusive, absent manifest error, and the Borrower and such Lender shall   treat each person whose name is recorded in the Participant Register as the   owner of such participation for all purposes of this Agreement -186-CG&R   Draft 1000892582v1 Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










notwithstanding   any notice to the contrary; provided that no Lender shall have the obligation   to disclose all or a portion of the Participant Register (including the   identity of the Participant or any information relating to a Participant’s   interest in any Loans or other obligations under any Loan Document) to any   Person expect to the extent that such disclosure is necessary to establish   that any loans are in registered form for U.S. federal income tax purposes.   (e) Limitations upon Participant Rights. A Participant shall not be entitled   to receive any greater payment under Section 3.01 or 3.04 than the applicable   Lender would have been entitled to receive with respect to the participation   sold to such Participant, except to the extent such entitlement to receive a   greater payment results from a Change in Law that occurs after the   Participant acquired the applicable participation. (f) Certain Pledges. Any   Lender may at any time pledge or assign a security interest in all or any   portion of its rights under this Agreement (including under its Note, if any)   to secure obligations of such Lender, including any pledge or assignment to   secure obligations to a Federal Reserve Bank; provided that no such pledge or   assignment shall release such Lender from any of its obligations hereunder or   substitute any such pledgee or assignee for such Lender as a party hereto.   (g) Special Purpose Funding Vehicles. Notwithstanding anything to the   contrary contained herein, any Lender (a “Granting Lender”) may grant to a   special purpose funding vehicle identified as such in writing from time to   time by the Granting Lender to the Administrative Agent and the Borrower (an   “SPC”) the option to provide all or any part of any Loan that such Granting Lender   would otherwise be obligated to make pursuant to this Agreement; provided   that (i) nothing herein shall constitute a commitment by any SPC to fund any   Loan, and (ii) if an SPC elects not to exercise such option or otherwise   fails to make all or any part of such Loan, the Granting Lender shall be   obligated to make such Loan pursuant to the terms hereof or, if it fails to   do so, to make such payment to the Administrative Agent as is required under   Section 2.12(c)(ii). Each party hereto hereby agrees that (i) each SPC shall   be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the   requirements and limitations of such Sections and Section 10.13) to the same   extent as if it were a Granting Lender and had acquired its interest by   assignment pursuant to Section 10.06(b) (provided that an SPC shall not be   entitled to receive any greater payment under Section 3.01 or 3.04 than the   applicable Granting Lender would have been entitled to receive with respect   to the SPC granted to such SPC, except to the extent such entitlement to   receive a greater payment results from a Change in Law that occurs after the   SPC became an SPC, (ii) no SPC shall be liable for any indemnity or similar   payment obligation under this Agreement for which a Lender would be liable,   and (iii) the Granting Lender shall for all purposes, including the approval   of any amendment, waiver or other modification of any provision of any Loan   Document, remain the lender of record hereunder. The making of a Loan by an   SPC hereunder shall utilize the Commitment of the Granting Lender to the same   extent, and as if, such Loan were made by such Granting Lender. In   furtherance of the foregoing, each party hereto hereby agrees (which   agreement shall survive the termination of this Agreement) that, prior to the   date that is one year and one day after the payment in full of all   outstanding commercial paper or other senior debt of any SPC, it will not   institute against, or join any other Person in instituting against, such SPC   any bankruptcy, reorganization, arrangement, insolvency, or liquidation   proceeding under the laws of the United States or any State thereof.   Notwithstanding anything to the -187-CG&R Draft 1000892582v1 Last Saved:   08/19/2013 8:50 pm 1000892582 


    




 










contrary   contained herein, any SPC may (i) with notice to, but without prior consent   of the Borrower and the Administrative Agent and with the payment of a   processing fee in the amount of $3,500 (which processing fee may be waived by   the Administrative Agent in its sole discretion), assign all or any portion   of its right to receive payment with respect to any Loan to the Granting   Lender and (ii) disclose on a confidential basis any non-public information   relating to its funding of Loans to any rating agency, commercial paper   dealer or provider of any surety or Guarantee or credit or liquidity   enhancement to such SPC. (h) Resignation as L/C Issuer or Swing Line Lender   after Assignment. Notwithstanding anything to the contrary contained herein,   if at any time Bank of America assigns all of its Revolving Credit Commitment   and Revolving Credit Loans pursuant to Section 10.06(b), Bank of America may,   (i) upon 30 days’ notice to the Borrower and the Lenders, resign as L/C   Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign as Swing Line   Lender. In the event of any such resignation as L/C Issuer or Swing Line   Lender, the Borrower shall be entitled to appoint from among the Lenders a   successor L/C Issuer or Swing Line Lender hereunder; provided, however, that   no failure by the Borrower to appoint any such successor shall affect the   resignation of Bank of America as L/C Issuer or Swing Line Lender, as the   case may be. If Bank of America resigns as L/C Issuer, it shall retain all   the rights, powers, privileges and duties of the L/C Issuer hereunder with   respect to all Letters of Credit outstanding as of the effective date of its   resignation as L/C Issuer and all L/C Obligations with respect thereto   (including the right to require the Lenders to make Base Rate Loans or fund   risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If   Bank of America resigns as Swing Line Lender, it shall retain all the rights   of the Swing Line Lender provided for hereunder with respect to Swing Line   Loans made by it and outstanding as of the effective date of such   resignation, including the right to require the Lenders to make Base Rate   Loans or fund risk participations in outstanding Swing Line Loans pursuant to   Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing   Line Lender, (a) such successor shall succeed to and become vested with all   of the rights, powers, privileges and duties of the retiring L/C Issuer or   Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall   issue letters of credit in substitution for the Letters of Credit, if any,   outstanding at the time of such succession or make other arrangements   satisfactory to Bank of America to effectively assume the obligations of Bank   of America with respect to such Letters of Credit. (i) Notwithstanding   anything to the contrary contained herein, any Lender may assign all or any   portion of its Initial Term Loans or Tranche B-2 Term Loans (each, an   “Assigned Term Loan”) hereunder to the Borrower or any of its Subsidiaries   through (x) Dutch auctions open to all Appropriate Lenders on a pro rata   basis in accordance with procedures set forth in Exhibit L hereto or (y)   notwithstanding Sections 2.12 and 2.13 or any other provision in this   Agreement, open market purchases on a non-pro rata basis; provided, that: (i)   (i) in connection with assignments pursuant to clause (x) above, the Borrower   or such Subsidiary shall make an offer to all Appropriate Lenders to take   Assigned Term Loans by assignment pursuant to procedures set forth in Exhibit   L hereto; -188-Last Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1   1000892582 


    




 










(ii) (ii) upon   the effectiveness of any such assignment, such Assigned Term Loans shall   promptly be retired, and shall be deemed cancelled and not outstanding for   all purposes under this Agreement; (iii) continuing; (iii) no Default or   Event of Default shall exist and be (iv) (iv) the Borrower must represent and   warrant to the assigning Lender that it does not possess material non-public   information with respect to the Borrower and its Subsidiaries that has not   been disclosed to the Lenders generally (other than Lenders who elect not to   receive such information); and (v) (iv) the Borrower and any other Affiliates   of the Borrower shall be Eligible Assignees with respect to the Term Loans   only. Section 10.07 Treatment of Certain Information; Confidentiality. Each   of the Administrative Agent, the Lenders and the L/C Issuer agrees to   maintain the confidentiality of the Information (as defined below), except   that Information may be disclosed (a) to its Affiliates and to its and its   Affiliates’ respective partners, directors, officers, employees, agents,   trustees, advisors and representatives (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),   (b) to the extent requested by any regulatory authority purporting to have   jurisdiction over it (including any self-regulatory authority, such as the   National Association of Insurance Commissioners), (c) to the extent required   by applicable Laws or regulations or by any subpoena or similar legal   process, (d) to any other party hereto, (e) in connection with the exercise   of any remedies hereunder or under any other Loan Document or any action or   proceeding relating to this Agreement or any other Loan Document or the   enforcement of rights hereunder or thereunder, (f) subject to an agreement   containing provisions substantially the same as those of this Section, to (i)   any assignee of or Participant in, or any prospective assignee of or   Participant in, any of its rights or obligations under this Agreement or any   Eligible Assignee invited to be a Lender pursuant to Section 2.14 or (ii) any   actual or prospective counterparty (or its advisors) to any swap or   derivative transaction relating to the Borrower and its obligations, (g) with   the consent of the Borrower, (h) on a confidential basis to (i) any rating   agency in connection with rating the Borrower or its Subsidiaries or the   credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any   similar agency in connection with the issuance and monitoring of CUSIP   numbers or other market identifiers with respect to the credit facilities   provided hereunder, (i) to the extent such Information (i) becomes publicly   available other than as a result of a breach of this Section or (ii) becomes   available to the Administrative Agent, any Lender, the L/C Issuer or any of   their respective Affiliates on a nonconfidential basis from a source other   than the Borrower.; provided that, during the Certain Funds Period,   Information in respect of or in connection with the 2015 Transactions may   only be disclosed if and to the extent in compliance with the Takeover Rules   or the requirements of the Court (if the 2015 Acquisition is implemented as a   Scheme). -189-Last Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1   1000892582 


    




 










For purposes of   this Section, “Information” means all information received from the Borrower   or any Subsidiary relating to the Borrower or any Subsidiary or any of their   respective businesses, other than any such information that is available to   the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential   basis prior to disclosure by the Borrower or any Subsidiary, provided that,   in the case of information received from the Borrower or any Subsidiary after   the date hereof, such information is clearly identified at the time of   delivery as confidential. Any Person required to maintain the confidentiality   of Information as provided in this Section shall be considered to have   complied with its obligation to do so if such Person has exercised the same   degree of care to maintain the confidentiality of such Information as such   Person would accord to its own confidential information. Notwithstanding   anything herein or in any other Loan Documents to the contrary, any and all   information in respect of or in connection with the 2015 Transactions   received at any time and from time to time prior to or during the Certain   Funds Period shall be deemed to constitute Information. Each of the   Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a)   the Information may include material non-public information concerning the   Borrower or a Subsidiary, as the case may be, (b) it has developed compliance   procedures regarding the use of material non-public information and (c) it   will handle such material non-public information in accordance with   applicable Law, including United States Federal and state securities Laws. In   addition, the Administrative Agent and each Lender may disclose the existence   of this Agreement and the information about this Agreement to market data   collectors, similar services providers to the lending industry, and service   providers to the Administrative Agent and the Lenders in connection with the   administration and management of this Agreement and the other Loan Documents.   The Borrower, in respect of the Agents and the Tranche B-2 Term Lenders, and   the Agents and the Tranche B-2 Term Lenders, in respect of the Borrower, the   Target and their respective Subsidiaries and other Affiliates, may not issue   any press release or make any public announcement which references the other   relevant party in the context of the 2015 Acquisition except with the   applicable party’s prior written consent, such consent not to be unreasonably   withheld or delayed and not to be required in the case of references required   by the Takeover Rules or applicable laws or regulations in relation to the   2015 Acquisition or the rules of any securities exchange or regulatory   authority (but the parties shall use all reasonable endeavours to consult   with each other prior to making any such press release or public announcement).   Section 10.08 Setoff. In addition to any rights and remedies of the Lenders   provided by Law, upon the occurrence and during the continuance of any Event   of Default, each Lender and its Affiliates (and the Collateral Agent, in   respect of any unpaid fees, costs and expenses payable hereunder) is   authorized at any time and from time to time, without prior notice to the   Borrower, any such notice being waived by the Borrower (on its own behalf and   on behalf of each Loan Party and each of its Subsidiaries) to the fullest   extent permitted by applicable Law, to set off and apply any and all deposits   (general or special, time or demand, provisional or final) at any time held   by, and other Indebtedness at any time owing by, such Lender and its   -190-CG&R Draft 1000892582v1 Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










Affiliates or   the Collateral Agent to or for the credit or the account of the respective   Loan Parties and their Subsidiaries against any and all Obligations owing to   such Lender and its Affiliates or the Collateral Agent hereunder or under any   other Loan Document, now or hereafter existing, irrespective of whether or   not such Agent or such Lender or Affiliate shall have made demand under this   Agreement or any other Loan Document and although such Obligations may be   contingent or unmatured or denominated in a currency different from that of   the applicable deposit or Indebtedness. Each Lender agrees promptly to notify   the Borrower and the Administrative Agent after any such set off and application   made by such Lender; provided, that the failure to give such notice shall not   affect the validity of such setoff and application. The rights of the   Administrative Agent, the Collateral Agent and each Lender under this Section   10.08 are in addition to other rights and remedies (including other rights of   setoff) that the Administrative Agent, the Collateral Agent and such Lender   may have. Section 10.09 Interest Rate Limitation. Notwithstanding anything to   the contrary contained in any Loan Document, the interest paid or agreed to   be paid under the Loan Documents shall not exceed the maximum rate of   non-usurious interest permitted by applicable Law (the “Maximum Rate”). If   any Agent or any Lender shall receive interest in an amount that exceeds the Maximum   Rate, the excess interest shall be applied to the principal of the Loans or,   if it exceeds such unpaid principal, refunded to the Borrower. In determining   whether the interest contracted for, charged, or received by an Agent or a   Lender exceeds the Maximum Rate, such Person may, to the extent permitted by   applicable Law, (a) characterize any payment that is not principal as an   expense, fee, or premium rather than interest, (b) exclude voluntary   prepayments and the effects thereof, and (c) amortize, prorate, allocate, and   spread in equal or unequal parts the total amount of interest throughout the   contemplated term of the Obligations hereunder. Section 10.10 Counterparts;   Effectiveness. This Agreement and each other Loan Document may be executed in   one or more counterparts, each of which shall be deemed an original, but all   of which together shall constitute one and the same instrument. Delivery by   telecopier of an executed counterpart of a signature page to this Agreement   and each other Loan Document shall be effective as delivery of an original   executed counterpart of this Agreement and such other Loan Document. The   Agents may also require that any such documents and signatures delivered by   telecopier be confirmed by a manually signed original thereof; provided that   the failure to request or deliver the same shall not limit the effectiveness   of any document or signature delivered by telecopier. Except as provided in   Section 4.01, this Agreement shall become effective when it shall have been   executed by the Administrative Agent and when the Administrative Agent shall   have received counterparts hereof that, when taken together, bear the   signatures of each of the other parties hereto. Section 10.11 Integration.   This Agreement, together with the other Loan Documents, comprises the   complete and integrated agreement of the parties on the subject matter hereof   and thereof and supersedes all prior agreements, written or oral, on such   subject matter. In the event of any conflict between -191-CG&R Draft   1000892582v1 Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










the provisions   of this Agreement and those of any other Loan Document, the provisions of   this Agreement shall control; provided that the inclusion of supplemental   rights or remedies in favor of the Agents or the Lenders in any other Loan   Document shall not be deemed a conflict with this Agreement. Each Loan   Document was drafted with the joint participation of the respective parties   thereto and shall be construed neither against nor in favor of any party, but   rather in accordance with the fair meaning thereof. Section 10.12 Survival of   Representations and Warranties. All representations and warranties made   hereunder and in any other Loan Document or other document delivered pursuant   hereto or thereto or in connection herewith or therewith shall survive the execution   and delivery hereof and thereof. Such representations and warranties have   been or will be relied upon by the Administrative Agent and each Lender,   regardless of any investigation made by the Administrative Agent or any   Lender or on their behalf and notwithstanding that the Administrative Agent   or any Lender may have had notice or knowledge of any Default at the time of   any Credit Extension, and shall continue in full force and effect as long as   any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied   or any Letter of Credit shall remain outstanding. Section 10.13 Replacement   of Lenders. If any Lender requests compensation under Section 3.04, if the   Borrower is required to pay any additional amount to any Lender or any   Governmental Authority for the account of any Lender pursuant to Section   3.01, if any Lender is a Defaulting Lender or if any other circumstance   exists hereunder that gives the Borrower the right to replace a Lender as a   party hereto, then the Borrower may, at its sole expense and effort, upon   notice to such Lender and the Administrative Agent, require such Lender to   assign and delegate, without recourse (in accordance with and subject to the   restrictions contained in, and consents required by, Section 10.06), all of its   interests, rights and obligations under this Agreement and the related Loan   Documents to an assignee that shall assume such obligations (which assignee   may be another Lender, if a Lender accepts such assignment), provided that:   (a) (a) the Administrative Agent shall have received the assignment fee   specified in Section 10.06(b); (b) (b) such Lender shall have received   payment of an amount equal to 100% of the outstanding principal of its Loans   and L/C Advances and, other than in the case of a Defaulting Lender, accrued   fees and all other amounts payable to it hereunder and under the other Loan   Documents, any premium thereon (assuming for this purpose that the Loans of   such Lender were being prepaid) from the assignee and any amounts payable by   the Borrower pursuant to Section 3.01, 3.04 or 3.05 from the Borrower (it   being understood that the Assignment and Assumption relating to such   assignment shall provide that any interest and fees that accrued prior to the   effective date of the assignment shall be for the account of the replaced   Lender and such amounts that accrue on and after the effective date of the   assignment shall be for the account of the replacement Lender); -192-Last   Saved: 08/19/2013 8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










(c) (c) in the   case of any such assignment resulting from a claim for compensation under   Section 3.04 or payments required to be made pursuant to Section 3.01, such   assignment will result in a reduction in such compensation or payments   thereafter; and (d) (d) such assignment does not conflict with applicable   Laws. A Lender shall not be required to make any such assignment or   delegation if, prior thereto, as a result of a waiver by such Lender or   otherwise, the circumstances entitling the Borrower to require such   assignment and delegation cease to apply. Each Lender agrees that, if the   Borrower elects to replace such Lender in accordance with this Section 10.13,   it shall promptly execute and deliver to the Administrative Agent an Assignment   and Assumption to evidence the assignment and shall deliver to the   Administrative Agent any Note (if Notes have been issued in respect of such   Lender’s Loans) subject to such Assignment and Assumption; provided that the   failure of any such Lender to execute an Assignment and Assumption shall not   render such assignment invalid and such assignment shall be recorded in the   Register. Section 10.14 Severability. If any provision of this Agreement or   the other Loan Documents is held to be illegal, invalid or unenforceable, (a)   the legality, validity and enforceability of the remaining provisions of this   Agreement and the other Loan Documents shall not be affected or impaired   thereby and (b) the parties shall endeavor in good faith negotiations to   replace the illegal, invalid or unenforceable provisions with valid   provisions the economic effect of which comes as close as possible to that of   the illegal, invalid or unenforceable provisions. The invalidity of a   provision in a particular jurisdiction shall not invalidate or render   unenforceable such provision in any other jurisdiction. Without limiting the   foregoing provisions of this Section 10.14, if and to the extent that the   enforceability of any provisions in this Agreement relating to Defaulting   Lenders shall be limited by Debtor Relief Laws, as determined in good faith   by the Borrower and the Administrative Agent, the L/C Issuer or the Swing   Line Lender, as applicable, then such provisions shall be deemed to be in   effect only to the extent not so limited. Section 10.15 GOVERNING LAW. THIS   AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN   ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. (a) ANY LEGAL ACTION OR   PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR   RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM   WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN   EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, SHALL BE BROUGHT IN THE   COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY OR OF THE UNITED   STATES FOR THE SOUTHERN DISTRICT OF SUCH -193-CG&R Draft 1000892582v1   Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










STATE, AND BY   EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH LOAN PARTY, EACH AGENT AND   EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE   EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH LOAN PARTY, EACH AGENT AND EACH   LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE   LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY   NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH   JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED   THERETO. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY   ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS IN THE   MANNER PROVIDED FOR NOTICES (OTHER THAN TELECOPIER) IN SECTION 10.02. NOTHING   IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY   HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.   Section 10.16 WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY HERETO HEREBY   IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY   RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR   INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN   DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON   CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO   REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,   EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF   LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT   AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT   AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND   CERTIFICATIONS IN THIS SECTION. Section 10.17 Binding Effect. This Agreement   shall become effective when it shall have been executed by the Loan Parties   and the Administrative Agent shall have been notified by each Lender, the   Swing Line Lenders and L/C Issuer that each such Lender, Swing Line Lender   and L/C Issuer has executed it and thereafter shall be binding upon and inure   to the benefit of the Loan Parties, each Agent and each Lender and their   respective successors and assigns, in each case in accordance with Section   10.06 (if applicable) and except that no Loan Party shall have the right to   assign its rights hereunder or any interest herein without the prior written   consent of the Lenders except as permitted by Section 7.03. -194-Last Saved:   08/19/2013 8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










Section 10.18   No Advisory or Fiduciary Responsibility. In connection with all aspects of   each transaction contemplated hereby (including in connection with any   amendment, waiver or other modification hereof or of any other Loan   Document), each of the Borrower and the other Loan Parties acknowledges and   agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the   arranging and other services regarding this Agreement provided by the   Administrative Agent and the Arrangers, are arm’s-length commercial   transactions between the Borrower, the other Loan Parties their respective   Affiliates, on the one hand, and the Administrative Agent and the Arrangers,   on the other hand, (B) each of the Borrower and the other Loan Parties has   consulted its own legal, accounting, regulatory and tax advisors to the   extent it has deemed appropriate, and (C) the Borrower and each of the other   Loan Parties are capable of evaluating, and understands and accepts, the   terms, risks and conditions of the transactions contemplated hereby and by   the other Loan Documents; (ii) (A) the Administrative Agent and the Arrangers   each is and has been acting solely as a principal and, except as expressly   agreed in writing by the relevant parties, has not been, is not, and will not   be acting as an advisor, agent or fiduciary for the Borrower, the other Loan   Parties or any of their respective Affiliates, or any other Person and (B)   neither the Administrative Agent nor the Arrangers have any obligation to the   Borrower, the other Loan Parties or any of their respective Affiliates with   respect to the transactions contemplated hereby except those obligations   expressly set forth herein and in the other Loan Documents; and (iii) the   Administrative Agent and the Arrangers and their respective Affiliates may be   engaged in a broad range of transactions that involve interests that differ   from those of the Borrower the other Loan Parties and their respective   Affiliates, and neither the Administrative Agent nor the Arrangers have any   obligation to disclose any of such interests to the Borrower, the other Loan Parties   or any of their respective Affiliates. To the fullest extent permitted by   law, the Borrower and each of the other Loan Parties hereby waive and release   any claims that it may have against the Administrative Agent and the   Arrangers with respect to any breach or alleged breach of agency or fiduciary   duty in connection with any aspect of any transaction contemplated hereby.   Section 10.19 Lender Action. Each Lender agrees that it shall not take or   institute any actions or proceedings, judicial or otherwise, for any right or   remedy against any Loan Party or any other obligor under any of the Loan   Documents or the Secured Hedge Agreements (including the exercise of any   right of setoff, rights on account of any banker’s lien or similar claim or   other rights of self-help), or institute any actions or proceedings, or   otherwise commence any remedial procedures, with respect to any Collateral or   any other property of any such Loan Party, without the prior written consent   of the Administrative Agent. The provision of this Section 10.19 are for the   sole benefit of the Lenders and shall not afford any right to, or constitute   a defense available to, any Loan Party. Section 10.20 USA Patriot Act. Each   Lender that is subject to the USA Patriot Act and the Administrative Agent   (for itself and not on behalf of any Lender) hereby notifies the Borrower   that pursuant to the -195-CG&R Draft 1000892582v1 Last Saved: 08/19/2013   8:50 pm 1000892582 


    




 










requirements of   the USA Patriot Act, it is required to obtain, verify and record information   that identifies the Borrower, which information includes the name, address   and tax identification number of each Loan Party and other information   regarding each Loan Party that will allow such Lender or the Administrative Agent,   as applicable, to identify each Loan Party in accordance with the USA Patriot   Act. This notice is given in accordance with the requirements of the USA   Patriot Act and is effective as to the Lenders and the Administrative Agent.   The Borrower shall, promptly following a request by the Administrative Agent   or any Lender, provide all documentation and other information that the   Administrative Agent or such Lender requests in order to comply with its   ongoing obligations under applicable “know your customer” and anti-money   laundering rules and regulations, including the USA Patriot Act. Section   10.21 Electronic Execution of Assignments and Certain Other Documents. The   words “execution,” “signed,” “signature,” and words of like import in any   Assignment and Assumption or in any amendment or other modification hereof   (includingdocument to be signed in connection with this Agreement and the   transactions contemplated hereby (including without limitation Assignment and   Assumptions, amendments or other modifications, Committed Loan Notices,   Swingline Loan Notices, waivers and consents) shall be deemed to include   electronic signatures, the electronic matching of assignment terms and   contract formations on electronic platforms approved by the Administrative   Agent, or the keeping of records in electronic form, each of which shall be   of the same legal effect, validity or enforceability as a manually executed   signature or the use of a paper-based recordkeeping system, as the case may   be, to the extent and as provided for in any applicable law, including the   Federal Electronic Signatures in Global and National Commerce Act, the New   York State Electronic Signatures and Records Act, or any other similar state   laws based on the Uniform Electronic Transactions Act.; provided that   notwithstanding anything contained herein to the contrary the Administrative   Agent is under no obligation to agree to accept electronic signatures in any   form or in any format unless expressly agreed to by the Administrative Agent   pursuant to procedures approved by it. ARTICLE XI. Guarantee Section 11.01   The Guarantee. Each Guarantor hereby jointly and severally with the other   Guarantors guarantees, as a primary obligor and not as a surety to each   Secured Party and their respective successors and assigns, the prompt payment   in full when due (whether at stated maturity, by required prepayment,   declaration, demand, by acceleration or otherwise) of the principal of and   interest (including any interest, fees, costs or charges that would accrue   but for the provisions of (i) the Title 11 of the United States Code after   any bankruptcy or insolvency petition under Title 11 of the United States   Code and (ii) any other Debtor Relief Laws) on the Loans made by the Lenders   to, and the Notes held by each Lender of, the Borrower (other than such   Guarantor), and all other Obligations from time to time owing to the Secured   Parties by any Loan Party under any Loan Document or any Secured Hedge   Agreement or any Treasury Services Agreement, in each case strictly in   accordance with the terms thereof, excluding, with respect -196-CG&R   Draft 1000892582v1 Last Saved: 08/19/2013 8:50 pm 1000892582 


    




 










to any   Guarantor at any time, Excluded Swap Obligations with respect to such   Guarantor at such time (such obligations being herein collectively called the   “Guaranteed Obligations”). The Guarantors hereby jointly and severally agree   that if the Borrower or other Guarantor(s) shall fail to pay in full when due   (whether at stated maturity, by acceleration or otherwise) any of the   Guaranteed Obligations, the Guarantors will promptly pay the same in cash,   without any demand or notice whatsoever, and that in the case of any   extension of time of payment or renewal of any of the Guaranteed Obligations,   the same will be promptly paid in full when due (whether at extended   maturity, by acceleration or otherwise) in accordance with the terms of such   extension or renewal. Notwithstanding anything to the contrary, this Section   11.01 shall not require or result in the application of any amount received   from any Loan Party to any Excluded Swap Obligation of such Loan Party.   Section 11.02 Obligations Unconditional. The obligations of the Guarantors   under Section 11.01 shall constitute a guaranty of payment and to the fullest   extent permitted by applicable Law, are absolute, irrevocable and   unconditional, joint and several, irrespective of the value, genuineness,   validity, regularity or enforceability of the Guaranteed Obligations of the   Borrower under this Agreement, the Notes, if any, or any other agreement or   instrument referred to herein or therein, or any substitution, release or   exchange of any other guarantee of or security for any of the Guaranteed   Obligations, and, irrespective of any other circumstance whatsoever that   might otherwise constitute a legal or equitable discharge or defense of a   surety or Guarantor (except for payment in full). Without limiting the   generality of the foregoing, it is agreed that the occurrence of any one or   more of the following shall not alter or impair the liability of the   Guarantors hereunder which shall remain absolute, irrevocable and   unconditional under any and all circumstances as described above: (i) at any   time or from time to time, without notice to the Guarantors, the time for any   performance of or compliance with any of the Guaranteed Obligations shall be   extended, or such performance or compliance shall be waived; (ii) any of the   acts mentioned in any of the provisions of this Agreement or the Notes, if   any, or any other agreement or instrument referred to herein or therein shall   be done or omitted; (iii) the maturity of any of the Guaranteed Obligations   shall be accelerated, or any of the Guaranteed Obligations shall be amended   in any respect, or any right under the Loan Documents or any other agreement   or instrument referred to herein or therein shall be amended or waived in any   respect or any other guarantee of any of the Guaranteed Obligations or any   security therefor shall be released or exchanged in whole or in part or   otherwise dealt with; (iv) any Lien or security interest granted to, or in   favor of, an L/C Issuer or any Lender or Agent as security for any of the   Guaranteed Obligations shall fail to be perfected; or -197-Last Saved:   08/19/2013 8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










(v) the release   of any other Guarantor pursuant to Section 11.09. The Guarantors hereby   expressly waive diligence, presentment, demand of payment, protest and all   notices whatsoever, and any requirement that any Secured Party exhaust any   right, power or remedy or proceed against Borrower under this Agreement or   the Notes, if any, or any other agreement or instrument referred to herein or   therein, or against any other person under any other guarantee of, or   security for, any of the Guaranteed Obligations. The Guarantors waive any and   all notice of the creation, renewal, extension, waiver, termination or   accrual of any of the Guaranteed Obligations and notice of or proof of   reliance by any Secured Party upon this Guarantee or acceptance of this   Guarantee, and the Guaranteed Obligations, and any of them, shall   conclusively be deemed to have been created, contracted or incurred in   reliance upon this Guarantee, and all dealings between Borrower and the   Secured Parties shall likewise be conclusively presumed to have been had or   consummated in reliance upon this Guarantee. This Guarantee shall be   construed as a continuing, absolute, irrevocable and unconditional guarantee   of payment without regard to any right of offset with respect to the   Guaranteed Obligations at any time or from time to time held by Secured   Parties, and the obligations and liabilities of the Guarantors hereunder shall   not be conditioned or contingent upon the pursuit by the Secured Parties or   any other person at any time of any right or remedy against Borrower or   against any other person which may be or become liable in respect of all or   any part of the Guaranteed Obligations or against any collateral security or   guarantee therefor or right of offset with respect thereto. This Guarantee   shall remain in full force and effect and be binding in accordance with and   to the extent of its terms upon the Guarantors and the successors and assigns   thereof, and shall inure to the benefit of the Lenders, and their respective   successors and assigns, notwithstanding that from time to time during the   term of this Agreement there may be no Guaranteed Obligations outstanding.   Section 11.03 Reinstatement. The obligations of the Guarantors under this   Article XI shall be automatically reinstated if and to the extent that for   any reason any payment by or on behalf of the Borrower or other Loan Party in   respect of the Guaranteed Obligations is rescinded or must be otherwise   restored by any holder of any of the Guaranteed Obligations, whether as a   result of any proceedings in bankruptcy or reorganization or otherwise.   Section 11.04 Subrogation; Subordination. Each Guarantor hereby agrees that until   the payment and satisfaction in full in cash of all Guaranteed Obligations   and the expiration and termination of the Commitments of the Lenders under   this Agreement it shall waive any claim and shall not exercise any right or   remedy, direct or indirect, arising by reason of any performance by it of its   guarantee in Section 11.01, whether by subrogation or otherwise, against the   Borrower or any other Guarantor of any of the Guaranteed Obligations or any   security for any of the Guaranteed Obligations. -198-Last Saved: 08/19/2013   8:50 pm CG&R Draft 1000892582v1 1000892582 


    




 










Section 11.05   Remedies. The Guarantors jointly and severally agree that, as between the   Guarantors and the Lenders, the obligations of the Borrower under this Agreement   and the Notes, if any, may be declared to be forthwith due and payable as   provided in Section 8.02 (and shall be deemed to have become automatically   due and payable in the circumstances provided in Section 8.02) for purposes   of Section 11.01, notwithstanding any stay, injunction or other prohibition   preventing such declaration (or such obligations from becoming automatically   due and payable) as against the Borrower and that, in the event of such   declaration (or such obligations being deemed to have become automatically   due and payable), such obligations (whether or not due and payable by the   Borrower) shall forthwith become due and payable by the Guarantors for   purposes of Section 11.01. Section 11.06 Instrument for the Payment of Money.   Each Guarantor hereby acknowledges that the guarantee in this Article XI   constitutes an instrument for the payment of money, and consents and agrees   that any Lender or Agent, at its sole option, in the event of a dispute by   such Guarantor in the payment of any moneys due hereunder, shall have the   right to bring a motion-action under New York CPLR Section 3213. Section   11.07 Continuing Guarantee. The guarantee in this Article XI is a continuing   guarantee of payment, and shall apply to all Guaranteed Obligations whenever   arising. Section 11.08 General Limitation on Guarantee Obligations. In any   action or proceeding involving any state corporate limited partnership or   limited liability company law, or any applicable state, federal or foreign   bankruptcy, insolvency, reorganization or other Law affecting the rights of   creditors generally, if the obligations of any Guarantor under Section 11.01   would otherwise be held or determined to be void, voidable, invalid or   unenforceable, or subordinated to the claims of any other creditors, on   account of the amount of its liability under Section 11.01, then,   notwithstanding any other provision to the contrary, the amount of such   liability shall, without any further action by such Guarantor, any Loan Party   or any other person, be automatically limited and reduced to the highest   amount (after giving effect to the right of contribution established in   Section 11.10) that is valid and enforceable and not subordinated to the   claims of other creditors as determined in such action or proceeding. Section   11.09 Release of Guarantors. If, in compliance with the terms and provisions   of the Loan Documents, all or substantially all of the Equity Interests or   property of any Guarantor are sold or otherwise transferred (a “Transferred   Guarantor”) to a person or persons, none of which is a Loan Party, such   Transferred Guarantor shall, upon the consummation of such sale or transfer,   be automatically released from its obligations under this Agreement   (including under Section -199-Last Saved: 08/19/2013 8:50 pm CG&R Draft   1000892582v1 1000892582 


    




 










10.04 hereof)   and its obligations to pledge and grant any Collateral owned by it pursuant   to any Collateral Document and, in the case of a sale of all or substantially   all of the Equity Interests of the Transferred Guarantor, the pledge of such   Equity Interests to the Collateral Agent pursuant to the Collateral Documents   shall be automatically released, and, so long as the Borrower shall have   provided the Agents such certifications or documents as any Agent shall   reasonably request, the Collateral Agent shall take such actions as are   necessary to effect each release described in this Section 11.09 in   accordance with the relevant provisions of the Collateral Documents. Section   11.10 Right of Contribution. Each Guarantor hereby agrees that to the extent   that a Subsidiary Guarantor shall have paid more than its proportionate share   of any payment made hereunder, such Subsidiary Guarantor shall be entitled to   seek and receive contribution from and against any other Guarantor hereunder   which has not paid its proportionate share of such payment. Each Subsidiary   Guarantor’s right of contribution shall be subject to the terms and   conditions of Section 11.04. The provisions of this Section 11.10 shall in no   respect limit the obligations and liabilities of any Subsidiary Guarantor to   the Administrative Agent, the L/C Issuer, the Swing Line Lenders and the   Lenders, and each Subsidiary Guarantor shall remain liable to the   Administrative Agent, the L/C Issuer, the Swing Line Lenders and the Lenders   for the full amount guaranteed by such Subsidiary Guarantor hereunder.   Section 11.11 Subject to Intercreditor Agreement. Notwithstanding anything   herein to the contrary, (i) the liens and security interests granted to the Administrative   Agent pursuant to the Collateral Documents are expressly subject to the   Intercreditor Agreement (if in effect) and any other intercreditor agreement   entered into pursuant hereto and (ii) the exercise of any right or remedy by   the Administrative Agent hereunder or under the Intercreditor Agreement (if   in effect) and any other intercreditor agreement entered into pursuant hereto   is subject to the limitations and provisions of the Intercreditor Agreement   (if in effect) and such other intercreditor agreement entered into pursuant   hereto. In the event of any conflict between the terms of the Intercreditor   Agreement (if in effect) or any other such intercreditor and terms of this   Agreement, the terms of the Intercreditor Agreement (if in effect) or such   other intercreditor agreement, as applicable, shall govern. Section 11.12   Keepwell. Each Qualified ECP Guarantor hereby jointly and severally   absolutely, unconditionally and irrevocably undertakes to provide such funds   or other support as may be needed from time to time by each other Guarantor   to honor all of its obligations under this Guaranty in respect of Swap   Obligations (provided, however, that each Qualified ECP Guarantor shall only   be liable under this Section 11.12 for the maximum amount of such liability   that can be hereby incurred without rendering its obligations under this   Section 11.12, or otherwise under this Guaranty, voidable under applicable   law relating to fraudulent conveyance or fraudulent transfer, and not for any   greater amount). The obligations of each Qualified ECP Guarantor under this   Section 11.12 shall remain in full force and effect until the termination of   the -200-CG&R Draft 1000892582v1 Last Saved: 08/19/2013 8:50 pm   1000892582 


    




 










Aggregate   Commitments and payment in full of all Obligations (other than (x)   obligations under Secured Hedge Agreements and Treasury Services Agreements   not yet due and payable and (y) contingent indemnification obligations not   yet accrued and payable) and the expiration or termination or cash   collateralization of all Letters of Credit. Each Qualified ECP Guarantor   intends that this Section 11.12 constitute, and this Section 11.12 shall be   deemed to constitute, a “keepwell, support, or other agreement” for the   benefit of each other Guarantor for all purposes of Section 1a(18)(A)(v)(II)   of the Commodity Exchange Act. -201-Last Saved: 08/19/2013 8:50 pm CG&R   Draft 1000892582v1 1000892582 


    




 










IN WITNESS   WHEREOF, the parties hereto have caused this Agreement to be duly executed as   of the date first above written. ACTIVISION BLIZZARD, INC. By: Name: Title:   CG&R Draft Last Saved: 08/19/2013 8:50 pm 1836110.07-NYCSR07A   1000892582v1 MSW - Draft August 29, 2013 - 7:43 PM 


    




 










BANK OF   AMERICA, N.A., as Administrative Agent By: Name: Title: CG&R Draft Last   Saved: 08/19/2013 8:50 pm 1836110.07-NYCSR07A 1000892582v1 MSW - Draft August   29, 2013 - 7:43 PM 


    




 










BANK OF   AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender By: Name: Title:   CG&R Draft 1000892582v1 Last Saved: 08/19/2013 8:50 pm 


    




 










JPMORGAN CHASE   BANK, N.A., as a Lender and L/C Issuer By: Name: Title: CG&R Draft   1000892582v1 Last Saved: 08/19/2013 8:50 pm 


    




 










Schedule 1.01A   Commitments - 1022497.10-NYCSR04A 1000944701v16 MSW - Draft October 8, 2013 -   2:03 PM Lender Tranche B-2 Term Commitment Bank of America, N.A.   $2,070,000,000 Goldman Sachs Bank USA $230,000,000 Total: $2,300,000,000   Lender Revolving Commitment Bank of America, N.A. $37,500,000 JPMorgan Chase   Bank, N.A. $37,500,000 Goldman Sachs Bank USA $25,000,000 HSBC Bank USA, N.A.   $25,000,000 Mizuho Bank, Ltd. $25,000,000 Royal Bank of Canada $25,000,000   SunTrust Bank $25,000,000 The Bank of Tokyo-Mitsubishi UFJ, Ltd. $25,000,000   U.S. Bank National Association $25,000,000 Total: $250,000,000 Lender Initial   Term Commitment Bank of America, N.A. $2,500,000,000 Total: $2,500,000,000 


    




 










EXHIBIT A [FORM   OF] COMMITTED LOAN NOTICE To: Bank of America, N.A., as Administrative Agent   [Date] Ladies and Gentlemen: Reference is made to the Credit Agreement, dated   as of October 11, 2013 (as amended, restated, amended and restated,   supplemented or otherwise modified from time to time, the “Credit Agreement”   ), among Activision Blizzard, Inc., as Borrower, the Guarantors party thereto   from time to time, the lenders and other parties thereto from time to time   and Bank of America, N.A., as Administrative Agent. Capitalized terms used   herein and not otherwise defined herein shall have the meanings assigned to   such terms in the Credit Agreement. The undersigned Borrower hereby requests   (select one): A Borrowing of new Loans A conversion of Loans made on A   continuation of Loans made on to be made on the terms set forth below: (A)   Class of Borrowing1 (B) Date of Borrowing, conversion or continuation (which   is a Business Day) (C) Principal amount2 (D) Borrower 1 Initial Term, Tranche   B-2 Term or Revolving Credit. 2 Eurodollar borrowing minimum of $5,000,000,   and borrowings also allowed in whole multiples of $1,000,000 in excess   thereof. Base Rate borrowing minimum of $1,000,000 and borrowings also   allowed in whole multiples of $500,000 in excess thereof. A-1 1000944696v15 


    




 










EXHIBIT C-1   LENDER: [• ] PRINCIPAL AMOUNT: $[• ] [FORM OF] TERM NOTE New   York, New York [Date] FOR VALUE RECEIVED, the undersigned, ACTIVISION   BLIZZARD, INC., a Delaware limited liability company (the “Borrower” ),   hereby promises to pay to the Lender set forth above (the “Lender” ) or its   registered assigns in lawful money of the United States of America in   immediately available funds at the relevant Administrative Agent’s Office   (such term, and each other capitalized term used but not defined herein,   having the meaning assigned to it in the Credit Agreement dated as of October   11, 2013 (as amended, restated, amended and restated, supplemented or   otherwise modified from time to time, the “Credit Agreement” ), among the   Borrower, the Guarantors party thereto from time to time, the lenders and   other parties thereto from time to time and Bank of America, N.A., as   Administrative Agent) (i) on the dates set forth in the Credit Agreement, the   principal installment amounts set forth in the Credit Agreement with respect   to [Initial] [Tranche B-2]1 Term Loans made by the Lender to the Borrower   pursuant to the Credit Agreement and (ii) on each Interest Payment Date,   interest at the rate or rates per annum as provided in the Credit Agreement   on the unpaid principal amount of all [Initial] [Tranche B-2]2 Term Loans   made by the Lender to the Borrower pursuant to the Credit Agreement. The   Borrower promises to pay interest, on demand, on any overdue principal and,   to the extent permitted by law, overdue interest from their due dates at the   rate or rates provided in (and to the extent required by) the Credit   Agreement. The Borrower hereby waives diligence, presentment, demand, protest   and notice of any kind whatsoever. The nonexercise by the holder hereof of   any of its rights hereunder in any particular instance shall not constitute a   waiver thereof in that or any subsequent instance. All borrowings evidenced   by this note and all payments and prepayments of the principal hereof and   interest hereon and the respective dates thereof shall be endorsed by the   holder hereof on the schedule attached hereto and made a part hereof or on a   continuation thereof which shall be attached hereto and made a part hereof,   or otherwise recorded by such holder in its internal records; provided,   however, that the failure of the holder hereof to make such a notation or any   error in such notation shall not affect the obligations of the Borrower under   this note. This note is one of the Term Notes referred to in the Credit   Agreement that, among other things, contains provisions for the acceleration   of the maturity hereof upon the happening of certain 1 Select as appropriate.   2 Select as appropriate. C-1-1 Last Saved: 01/30/2014 10:45 am CG&R Draft   1000944696v15 


    




 










6. Assigned   Interest: [7. Trade Date: ]11 Effective Date: , 20__ [TO BE INSERTED BY   ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF   TRANSFER IN THE REGISTER THEREFOR.] 6 List each Assignor, as appropriate. 7   List each Assignee, as appropriate. 8 Fill in the appropriate terminology for   the types of facilities under the Credit Agreement that are being assigned   under this Assignment (e.g. “Revolving Credit Commitment” , “Initial Term   Commitment” , “Tranche B-2 Term Commitment” , etc.). 9 Amounts in this column   and in the column immediately to the right to be adjusted by the   counterparties to take into account any payments or prepayments made between   the Trade Date and the Effective Date. 10 Set forth, to at least 9 decimals,   as a percentage of the Commitment/Loans of all Lenders thereunder. 11 To be   completed if the Assignor and the Assignee intend that the minimum assignment   amount is to be determined as of the Trade Date. E-3 CG&R Draft   1000944696v15 Last Saved: 01/30/2014 10:45 am Assignor[s]6 Assignee[s]7   Facility Assigned8 Aggregate Amount of Commitment/Loans for all Lenders9   Amount of Commitment/L oans Assigned Percentage Assigned of Commitment/   Loans10 CUSIP Number $ $ % $ $ % $ $ % 


    




 










EXHIBIT L [FORM   OF] LOAN OFFER PROVISIONS Offer by the Borrower or any of its Subsidiaries to   Lenders to Purchase Term Loans by Assignment (i) The Borrower or any of its   Subsidiaries (each an “Assignee Party” ) shall have the right at any time and   from time to time to purchase Initial Term Loans or Tranche B-2 Term Loans at   a discount to the par value of such Initial Term Loans or Tranche B-2 Term   Loans (each, a “Loan Assignment Auction” ) pursuant to and in compliance with   the procedures described in this Exhibit L and 10.06(i)(i) of the Credit   Agreement; provided that any Loan Assignment Auction shall be offered to all   Initial Term Lenders or Tranche B-2 Term Lenders, as applicable, on a pro   rata basis. (ii) To the extent an Assignee Party seeks to conduct a Loan   Assignment Auction, such Assignee Party will provide written notice to the   Administrative Agent substantially in the form of Exhibit 1 hereto (each, a   “Loan Assignment Auction Notice” ) that such Assignee Party desires to prepay   Initial Term Loans or Tranche B-2 Term Loans in an aggregate principal amount   specified therein by the Assignee Party (each, a “Proposed Auction Assignment   Amount” ), in each case at a discount to the par value of such Initial Term   Loans or Tranche B-2 Term Loans as specified below. The Proposed Auction   Assignment Amount of Initial Term Loans or Tranche B-2 Term Loans shall not   be less than $5,000,000. The Loan Assignment Auction Notice shall further   specify with respect to the proposed Loan Assignment Auction: (A) the   Proposed Auction Assignment Amount of Initial Term Loans or Tranche B-2 Term   Loans, as applicable, (B) a discount range (which may be a single percentage)   selected by the Assignee Party with respect to such proposed Loan Assignment   Auction (expressed as the percentage of par of the principal amount of   Initial Term Loans or Tranche B-2 Term Loans to be purchased) (the “Discount   Range” ), and (C) the date by which Appropriate Lenders are required to   indicate their election to participate in such proposed Loan Assignment   Auction, which shall be at least three Business Days following the date of   the Loan Assignment Auction Notice (the “Acceptance Date” ). (iii) Upon   receipt of a Loan Assignment Auction Notice in accordance with this Exhibit   L, the Administrative Agent shall promptly notify each Initial Term Lender or   Tranche B-2 Term Lender, as applicable, thereof. On or prior to the   Acceptance Date, each such Lender may specify by written notice substantially   in the form of Exhibit 2 hereto (each, a “Lender Participation Notice” ) to   the Administrative Agent (A) a minimum price (the “Acceptable Price” ) within   the Discount Range (for example, 80% of the par value of the Initial Term   Loans or the Tranche B-2 Term Loans, as applicable, to be prepaid) and (B) a   maximum principal amount (subject to rounding requirements specified by the   Administrative Agent) of Initial Term Loans or Tranche B-2 Term Loans, as   applicable, with respect to which such Lender is willing to accept a Loan   Assignment Auction at the Acceptable Price (“Offered Loans” ). Each Lender   Participant Notice by a Lender shall be irrevocable. Based on the Acceptable   Prices and principal amounts of Initial Term Loans or Tranche B-2 Term Loans,   as applicable, specified by the Appropriate Lenders in the applicable Lender   Participation Notice, the Administrative Agent, in consultation with the   Assignee Party, shall determine the applicable discount for Initial Term   Loans or Tranche B-2 Term Loans, as applicable, (the “Applicable Discount” ),   which Applicable Discount shall be (A) the percentage specified by the   Assignee Party if the Assignee Party has selected a single percentage   pursuant to this Exhibit L for the Loan Assignment Auction or (B) otherwise,   the lowest Acceptable Price at which the Assignee Party can pay the Proposed   Auction Assignment Amount in full (determined by adding the principal amounts   of Offered Loans commencing with the Offered Loans with the lowest Acceptable   Price); provided, however, that in the event that such Proposed Auction   Assignment Amount cannot be paid in full at L-1 1000944696v15 


    




 










any Acceptable   Price, the Applicable Discount shall be the highest Acceptable Price   specified by the Appropriate Lenders that is within the Discount Range. The   Applicable Discount shall be applicable for all Appropriate Lenders who have   offered to participate in the Loan Assignment Auction and have Qualifying   Loans (as defined below). Any Appropriate Lender with outstanding Initial   Term Loans or Tranche B-2 Term Loans, as applicable, whose Lender Participation   Notice is not received by the Administrative Agent by the Acceptance Date   shall be deemed to have declined to participate in the Loan Assignment   Auction. (iv) The Assignee Party shall prepay those Initial Term Loans or   Tranche B-2 Term Loans, as applicable, (or the respective portions thereof)   offered by the Appropriate Lenders (“Qualifying Lenders” ) that specify an   Acceptable Price that is equal to or lower than the Applicable Discount   (“Qualifying Loans” ) at the Applicable Discount; provided that if the   aggregate proceeds required to purchase (and if such Assignee Party is the   Borrower or any of its Subsidiaries, prepay) all Qualifying Loans   (disregarding any interest payable at such time) would exceed the amount of   aggregate proceeds required to prepay the Proposed Auction Assignment Amount,   such amounts in each case calculated by applying the Applicable Discount, the   Assignee Party shall prepay such Qualifying Loans ratably among the   Qualifying Lenders based on their respective principal amounts of such   Qualifying Loans (subject to rounding requirements specified by the   Administrative Agent). If the aggregate proceeds required to prepay all   Qualifying Loans (disregarding any interest payable at such time) would be   less than the amount of aggregate proceeds required to prepay the Proposed   Auction Assignment Amount, such amounts in each case calculated by applying   the Applicable Discount, the Assignee Party shall purchase (and if such   Assignee Party is the Borrower or any of its Subsidiaries, prepay) all   Qualifying Loans. (v) Each prepayment by the Borrower or any of its   Subsidiaries pursuant to a Loan Assignment Auction shall be made within five   Business Days of the Acceptance Date (or such other date as the   Administrative Agent shall reasonably agree, given the time required to   calculate the Applicable Discount and determine the amount and holders of   Qualifying Loans), without premium or penalty, upon irrevocable notice   substantially in the form of Exhibit 3 hereto (each a “Loan Auction   Prepayment Notice” ), delivered to the Administrative Agent no later than   11:00 a.m. (New York City time), three Business Days prior to the date of   such Loan Assignment Auction. If any Loan Auction Prepayment Notice is given,   the amount specified in such notice shall be due and payable to the   applicable Appropriate Lenders, subject to the Applicable Discount on the   applicable Initial Term Loans or Tranche B-2 Term Loans, as applicable, on   the date specified therein together with accrued interest (on the par   principal amount) to but not including such date on the amount prepaid. (vi)   To the extent not expressly provided for herein, each Loan Assignment Auction   shall be consummated pursuant to reasonable procedures (including as to   timing, rounding and calculation of Applicable Discount in accordance with   this Exhibit L) established by the Administrative Agent in consultation with   the Borrower. (vii) Prior to the delivery of a Loan Auction Prepayment Notice   or an Assignment and Assumption upon written notice to the Administrative   Agent, the Assignee Party may withdraw the Loan Assignment Auction pursuant   to any Loan Assignment Auction Notice. Once submitted to the Administrative   Agent, a Loan Auction Prepayment Notice, or an Assignment and Assumption may   not be withdrawn or modified. L-2 CG&R Draft 1000944696v15 Last Saved:   01/30/2014 10:45 am 


    




 










EXHIBIT 1 [FORM   OF] LOAN ASSIGNMENT AUCTION NOTICE Dated: , 20[ ] To: BANK OF AMERICA, N.A.,   as Administrative Agent Ladies and Gentlemen: This Loan Assignment Auction   Notice is delivered to you pursuant to Exhibit L of that certain Credit   Agreement, dated as of October 11, 2013 (as amended, restated, amended and   restated, supplemented or otherwise modified from time to time, the “Credit   Agreement” ), among Activision Blizzard, Inc., the Guarantors party thereto   from time to time, the lenders and other parties thereto from time to time   and Bank of America, N.A., as Administrative Agent. Assignee Party hereby   notifies you that, effective as of [ , 20__], pursuant to clause (ii) of   Exhibit L of the Credit Agreement, Assignee Party hereby notifies each   Appropriate Lender that it is seeking: to prepay [Initial] [Tranche B-2]1   Term Loans at a discount in an aggregate principal 1. amount of [$ Amount” );   _]12 (the “Proposed Auction Assignment 2. a percentage discount to the par   value of the principal amount of [Initial] [Tranche B-2]3 Term Loans greater   than or equal to _% of par value but less than or equal to [ _]% of par value   (the “Discount Range” ); and , 20__]24, as determined 3. a Lender   Participation Notice on or before [ pursuant to clause (ii) of Exhibit L of   the Credit Agreement (the “Acceptance Date” ). Assignee Party expressly   agrees that this Loan Assignment Auction Notice is subject to the provisions   of Section 10.06(i) and Exhibit L of the Credit Agreement. 1 Select as   appropriate. 12 Insert amount that is minimum of $5,000,000. 3 Select as   appropriate. 24 Insert date (a Business Day) that is at least three Business   Days after date of the Loan Assignment Auction Notice. L-3 CG&R Draft   1000944696v15 Last Saved: 01/30/2014 10:45 am 


    




 










The Assignee   Party hereby represents and warrants to the Administrative Agent on behalf of   the Administrative Agent and the Appropriate Lenders as follows: 1. No Event   of Default has occurred and is continuing, or would result from Assignee   Party prepaying Loans pursuant to the Loan Assignment Auction. 2. Each of the   conditions to the Loan Assignment Auction contained in Section 10.06(i) of   the Credit Agreement has been satisfied. 3. As of the date hereof, it does   not possess material non-public information with respect to the Borrower and   its Subsidiaries that has not been disclosed to the Lenders generally (other   than Lenders who elect not to receive such information). The Assignee Party   respectfully requests that Administrative Agent promptly notify each of the   Appropriate Lenders party to the Credit Agreement of this Loan Assignment   Auction Notice. L-4 CG&R Draft 1000944696v15 Last Saved: 01/30/2014 10:45   am 


    




 










EXHIBIT 2 [FORM   OF] LENDER PARTICIPATION NOTICE Dated: _, 20[ ] To: BANK OF AMERICA, N.A., as   Administrative Agent Ladies and Gentlemen: Reference is made to (a) dated as   of October 11, 2013 (as amended, restated, amended and restated, supplemented   or otherwise modified from time to time, the “Credit Agreement” ), among   Activision Blizzard, Inc., the Guarantors party thereto from time to time,   the lenders and other parties thereto from time to time and Bank of America,   N.A., as Administrative Agent, and (b) that certain Loan Assignment Auction   Notice, dated , 20__, from the Assignee Party signatory thereto (the “Loan   Assignment Auction Notice” ). The undersigned Lender hereby gives you notice,   pursuant to Exhibit L of the Credit Agreement, that it is willing to accept a   Loan Assignment Auction on [Initial] [Tranche B-2] Term Loans held by such   Lender: 1. in a maximum aggregate principal amount of $ of [Initial] [Tranche   B-2]1 Term Loans (the “Offered Loans” ), and 2. at a percentage discount to   par value of the principal amount of Offered Loans equal to [ _]% 12 of par   value (the “Acceptable Discount” ). The undersigned Lender expressly agrees   that this offer is subject to the provisions of Exhibit L of the Credit   Agreement. Furthermore, conditioned upon the Applicable Discount determined   pursuant to Exhibit L of the Credit Agreement being a percentage of par value   less than or equal to the Acceptable Discount, the undersigned Lender hereby   expressly consents and agrees to a prepayment of its [Initial] [Tranche B-2]3   Term Loans pursuant to Exhibit L of the Credit Agreement in an aggregate   principal amount equal to the Offered Loans, as such principal amount may be   reduced if the aggregate proceeds required to prepay Qualifying Loans   (disregarding any interest payable in connection with such Qualifying Loans)   would exceed the Proposed Auction Assignment Amount for the relevant Loan 1   Select as appropriate. 12 Insert amount within Discount Range that is a   multiple of 25 basis points. 3 Select as appropriate. L-6 CG&R Draft   1000944696v15 Last Saved: 01/30/2014 10:45 am 


    




 










Assignment   Auction, and acknowledges and agrees that such prepayment of its [Initial]   [Tranche B-2]4 Term Loans will be allocated at par value, but the actual   payment made to such Lender will be reduced in accordance with the Applicable   Discount. 4 Select as appropriate. L-7 CG&R Draft 1000944696v15 Last   Saved: 01/30/2014 10:45 am 


    




 










EXHIBIT 3 [FORM   OF] LOAN AUCTION PREPAYMENT NOTICE Date: , 20__ To: BANK OF AMERICA, N.A., as   Administrative Agent Ladies and Gentlemen: This Loan Auction Prepayment   Notice is delivered to you pursuant to clause (v) of Exhibit L of that   certain Credit Agreement dated as of October 11, 2013 (as amended, restated,   amended and restated, supplemented or otherwise modified from time to time,   the “Credit Agreement” ), among Activision Blizzard, Inc., the Guarantors   party thereto from time to time, the lenders and other parties thereto from   time to time and Bank of America, N.A., as Administrative Agent. The Assignee   Party (as defined in Exhibit L of the Credit Agreement) identified on the   signature pages hereof hereby irrevocably notifies you that, pursuant to   clause (v) of Exhibit L of the Credit Agreement, the Assignee Party will   prepay Qualifying Loans, which shall be made: , 20__]1, as determined   pursuant to clause (ii) of Exhibit L 1. on or before [ of the Credit   Agreement, 2. in the aggregate principal amount of $ of [Initial] [Tranche   B-2]2 Term Loans, and 3. at a percentage discount to the par value of the   principal amount of the [Initial] [Tranche B-2]3 Term Loans equal to [ _]% of   par value (the “Applicable Discount” ). The Assignee Party expressly agrees   that this Loan Auction Prepayment Notice is irrevocable and is subject to the   provisions of Exhibit L of the Credit Agreement. The Assignee Party hereby represents   and warrants to the Administrative Agent on behalf of the Administrative   Agent and the Appropriate Lenders as follows: 1 Insert date (a Business Day)   that is no later than three Business Days after date of this Notice and no   later than five Business Days after the Acceptance Date (or such later date   as the Administrative Agent shall reasonably agree, given the time required   to calculate the Applicable Discount and determine the amount and holders of   Qualifying Loans). 2 Select as appropriate. 3 Select as appropriate. L-8   CG&R Draft 1000944696v15 Last Saved: 01/30/2014 10:45 am 


    




 










1. No Event of   Default has occurred and is continuing or would result from the Assignee   Party prepaying Loans pursuant to the Loan Assignment Auction. 2. Each of the   conditions to the Loan Assignment Auction contained in Section 10.06(i)(i) of   the Credit Agreement has been satisfied. 3. As of the date hereof, it does   not possess material non-public information with respect to the Borrower and   its Subsidiaries that has not been disclosed to the Lenders generally (other   than Lenders who elect not to receive such information). The Assignee Party   agrees that if prior to the date of prepayment pursuant to the Loan   Assignment Auction, any representation or warranty made herein by it will not   be true and correct as of the date of the prepayment as if then made, it will   promptly notify the Administrative Agent in writing of such fact, who will   promptly notify each participating Appropriate Lender. After such notification,   any participating Appropriate Lender may revoke its Lender Participation   Notice within two Business Days of receiving such notification. The Assignee   Party acknowledges that the Administrative Agent and the Appropriate Lenders   are relying on the truth and accuracy of the foregoing in connection with   extending Offered Loans and the acceptance of any Loan Assignment Auction   made as a result of this Loan Auction Prepayment Notice. The Assignee Party   respectfully requests that Administrative Agent promptly notify each of the   Appropriate Lenders party to the Credit Agreement of this Loan Auction   Prepayment Notice. L-9 Last Saved: 01/30/2014 10:45 am CG&R Draft   1000944696v15 


    




 










IN WITNESS   WHEREOF, the undersigned has executed this Loan Auction Prepayment Notice as   of the date first above written. ACTIVISION BLIZZARD, INC. By: Name: Title: [   ], as Assignee Party24 By: Name: Title: 24 Any of the Borrower’s   Subsidiaries. L-10 CG&R Draft 1000944696v15 Last Saved: 01/30/2014 10:45   am