Amendment No. 4 to Credit Agreement



 Exhibit 10.1 
 AMENDMENT NO. 4 TO THE CREDIT AGREEMENT 
 AMENDMENT NO. 4 TO THE CREDIT
AGREEMENT (this “Amendment”), dated as of April 27, 2012 among CATALENT PHARMA SOLUTIONS, INC., a Delaware corporation (the “Borrower”), PTS INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company
(“Holdings”), MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent and Swing Line Lender and each lender party hereto. 

PRELIMINARY STATEMENTS: 
 (1) The Borrower, Holdings, Morgan Stanley Senior Funding, Inc., as Administrative Agent, Collateral Agent and Swing Line Lender, Bank of America, N.A., as L/C Issuer, the other lenders party thereto and
the other agents party thereto have entered into a Credit Agreement dated as of April 10, 2007 (as the same may have been amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”).
Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement (as amended by this Amendment). 
 (2) Section 2.19 of the Credit Agreement provides that Refinancing Term Loans may be provided with the consent of only the Lenders agreeing to make such Refinancing Term Loans. 

(3) The Borrower has requested that the Refinancing Dollar Term-2 Lenders (as defined in Exhibit A) provide to the Borrower the
Refinancing Dollar Term-2 Loans (as defined in Exhibit A) pursuant to Section 2.19 of the Credit Agreement on the Amendment No. 4 Effective Date (as defined below), in an aggregate principal amount of up to $205,000,000 of the Refinancing
Dollar Term-2 Loans having identical terms with, and having the same rights and obligations under the Credit Agreement as, the outstanding Dollar Term-2 Loans. 
 (4) The proceeds of the Refinancing Dollar Term-2 Loans will be used to refinance in full the Non-Extended Dollar Term-1 Loans. 
 (5) Morgan Stanley Senior Funding, Inc. has agreed to act as the sole lead arranger for the Refinancing Dollar Term-2 Loans. The Refinancing Dollar Term-2 Lenders have agreed to enter into this Amendment
to establish the Refinancing Dollar Term-2 Loans upon the terms and conditions set forth herein. 
 NOW THEREFORE, in
consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto hereby agree as follows: 

SECTION 1. Amendments to Credit Agreement. The Credit Agreement is, effective as of the Amendment No. 4 Effective Date (as
hereinafter defined) and subject to the satisfaction of the conditions precedent set forth in Section 2 hereof, hereby amended as follows: 
 (a) The Credit Agreement is, effective as of the Amendment No. 4 Effective Date, hereby amended to delete the stricken text (indicated textually in the same manner as the following example:
stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages
of the Credit Agreement attached as Exhibit A hereto. 







 (b) Schedule 2.01(a)(i) and Schedule 2.01(a)(ii) to the Credit Agreement is
each hereby deleted in its entirety and replaced with Schedule 2.01(a)(i) and Schedule 2.01(a)(ii), respectively, to this Amendment. 
 SECTION 2. Conditions of Effectiveness to Amendment No. 4. Section 1 of this Amendment shall become effective on the date (the “Amendment No. 4 Effective Date”)
when, and only when, the following conditions shall have been satisfied: 
 (a) The Administrative Agent shall have received
counterparts of this Amendment executed by each Loan Party and each of the Refinancing Dollar Term-2 Lenders or, as to any of the Refinancing Dollar Term-2 Lenders, written evidence reasonably satisfactory to the Administrative Agent that such
Lender has executed this Amendment. 
 (b) The Administrative Agent shall have received evidence that all reasonable fees and
expenses of the Administrative Agent for which reasonably detailed invoices have been presented (including the reasonable fees and expenses of Shearman & Sterling LLP) shall have been paid. 

(c) The Administrative Agent shall have received a certificate of the Borrower dated as of the Amendment No. 4 Effective Date signed
on behalf of the Borrower by a Responsible Officer of the Borrower, certifying on behalf of the Borrower that, (1) the representations and warranties of the Borrower contained in Article V of the Credit Agreement and in any other Loan Document,
are true and correct in all material respects on and as of the Amendment No. 4 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all
material respects as of such earlier date and (2) no Default or Event of Default has occurred and is continuing, or would immediately result from the occurrence of the Amendment No. 4 Effective Date. 

(d) The Administrative Agent shall have received (1) certificates of incumbency and certified copies of the resolutions of the Board
of Directors of each Loan Party approving this Amendment and the matters contemplated hereby and (2) the certificate of incorporation or formation and the bylaws or limited liability company agreement of each Loan Party or as to any such Loan
Party, a certificate that such constitutive documents of such Loan Party have not changed since February 27, 2012. 
 (e)
The Administrative Agent shall have received a favorable opinion of Simpson Thacher & Bartlett LLP, New York counsel to the Borrower, in form and substance reasonably satisfactory to the Administrative Agent. 

(f) Each Lender shall have received, if requested at least two Business Days in advance of the Amendment No. 4 Effective Date, a
Note payable to the order of such Lender duly executed by the Borrower in substantially the form of Exhibit C-1 to the Credit Agreement. 
 (g) The Administrative Agent shall have received by wire transfer of immediately available funds, for the ratable benefit of each Refinancing Dollar Term-2 Lender party hereto, an upfront fee in an amount
equal to 1.0% of the aggregate principal amount of Refinancing Dollar Term-2 Loans funded on the Amendment No. 4 Effective Date (it being understood that such fee may take the form of original issue discount on the aggregate principal amount of
the Refinancing Dollar Term-2 Loans funded on the Amendment No. 4 Effective Date). 

  
 2 








 SECTION 3. Representations and Warranties. Each Loan Party represents and warrants to
the Agents and the Lenders that: 
 (a) Each Loan Party and each of its Subsidiaries (i) is a Person duly organized or
formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization and (ii) has all requisite power and authority to execute and deliver this Amendment and perform its obligations under this
Amendment and the Loan Documents to which it is a party. 
 (b) The execution and delivery by each Loan Party of this Amendment
and the performance under this Amendment and the Loan Documents to which such Person is a party, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, and 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
of the Credit Agreement), or require any payment to be made under (x) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (y) 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 (iii) violate any material Law; except with respect to any conflict, breach or contravention or payment
(but not creation of Liens) referred to in clause (ii)(x), to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect. 

(c) No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority
or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Amendment. 
 (d) This Amendment has been duly executed and delivered by each Loan Party that is party hereto. This Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against
such Loan Party that is party hereto in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity. 
 SECTION 4. Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this
Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”,
“thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment. 
 (b) The Credit Agreement, as specifically amended by this Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. Without limiting the
generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case as amended by this Amendment.

 (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a
waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. 

(d) Each Loan Party hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under
each of the Loan Documents to which it is a party, (ii) ratifies 

  
 3 








 
and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party
pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents, subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms
its guaranty of the Obligations pursuant to the Guaranty. 
 SECTION 5. Costs and Expenses. The Borrower agrees to pay
all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery and administration of this Amendment and the other instruments and documents to be delivered hereunder
(including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 10.04 of the Credit Agreement. 

SECTION 6. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto
in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by
telecopier or other electronic delivery (e.g., “pdf”) shall be effective as delivery of a manually executed counterpart of this Amendment. 
 SECTION 7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the law of the State of New York. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

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

			
	CATALENT PHARMA SOLUTIONS, INC.
		
	By:	 	 /s/ Matthew Walsh

	Name:	 	Matthew Walsh
	Title:	 	Senior Vice President and Chief Financial Officer
	
	PTS INTERMEDIATE HOLDINGS LLC
		
	By:	 	 /s/ Matthew Walsh

	Name:	 	Matthew Walsh
	Title:	 	Chief Financial Officer and Treasurer
	
	CATALENT USA WOODSTOCK, INC.
		
	By:	 	 /s/ Matthew Walsh

	Name:	 	Matthew Walsh
	Title:	 	Senior Vice President and Chief Financial Officer
	
	CATALENT USA PACKAGING, LLC
		
	By:	 	 /s/ Matthew Walsh

	Name:	 	Matthew Walsh
	Title:	 	Senior Vice President and Chief Financial Officer
	
	CATALENT PHARMA SOLUTIONS, LLC
		
	By:	 	 /s/ Matthew Walsh

	Name:	 	Matthew Walsh
	Title:	 	Senior Vice President and Chief Financial Officer
	
	R.P. SCHERER TECHNOLOGIES, LLC
		
	By:	 	 /s/ Matthew Walsh

	Name:	 	Matthew Walsh
	Title:	 	Treasurer









 
			
	GLACIER CORPORATION
		
	By:	 	 /s/ Matthew Walsh

	Name:	 	Matthew Walsh
	Title:	 	Treasurer
	
	 CATALENT US HOLDING I, LLC
 by Catalent Pharma Solutions, Inc., its Sole Member

		
	By:	 	 /s/ Samrat S. Kichi

	Name:	 	Samrat S. Kichi
	Title:	 	Sr. VP, General Counsel and Secretary
	
	 CATALENT US HOLDING II, LLC
 by Catalent Pharma Solutions, Inc., its Sole Member

		
	By:	 	 /s/ Samrat S. Kichi

	Name:	 	Samrat S. Kichi
	Title:	 	Sr. VP, General Counsel and Secretary
	
	CATALENT CTS HOLDINGS, INC.
		
	By:	 	 /s/ Matthew Walsh

	Name:	 	Matthew Walsh
	Title:	 	Chief Financial Officer
	
	CATALENT CTS INFORMATICS, INC.
		
	By:	 	 /s/ Matthew Walsh

	Name:	 	Matthew Walsh
	Title:	 	Chief Financial Officer
	
	CATALENT CTS INTERMEDIATE HOLDINGS, INC.
		
	By:	 	 /s/ Matthew Walsh

	Name:	 	Matthew Walsh
	Title:	 	Chief Financial Officer
	
	CATALENT CTS, INC.
		
	By:	 	 /s/ Matthew Walsh

	Name:	 	Matthew Walsh
	Title:	 	Chief Financial Officer










			
	CATALENT CTS (KANSAS CITY), LLC
		
	By:	 	 /s/ Matthew Walsh

	Name:	 	Matthew Walsh
	Title:	 	Chief Financial Officer









 
			
	MORGAN STANLEY SENIOR FUNDING, INC.,
	as Administrative Agent
		
	By:	 	 /s/ Stephen B. King

	Name:	 	Stephen B. King
	Title:	 	Vice President









 Schedule 2.01(a)(i) 
 Extended Dollar Term-1 Loans: On file with the Administrative Agent 







 Schedule 2.01(a)(ii) 
 Dollar Term-2 Loans: On file with the Administrative Agent 







 Schedule 2.01 
 Refinancing Dollar Term-2 Loans: On file with the Administrative Agent 







 Exhibit A 
 Amendments of the Credit Agreement 







 TABLE OF CONTENTS 

Page 

ARTICLE I 

Definitions and Accounting Terms 
  

			
	SECTION 1.01. Defined Terms	  	2
	SECTION 1.02. Other Interpretive Provisions	  	63
	SECTION 1.03. Accounting Terms	  	63
	SECTION 1.04. Rounding	  	64
	SECTION 1.05. References to Agreements, Laws, Etc.	  	64
	SECTION 1.06. Times of Day	  	64
	SECTION 1.07. Timing of Payment or Performance	  	64
	SECTION 1.08. Currency Equivalents Generally	  	64
		
	ARTICLE II	  	
		
	The Commitments and Credit Extensions	  	
		
	SECTION 2.01. The Loans	  	65
	SECTION 2.02. Borrowings, Conversions and Continuations of Loans	  	66
	SECTION 2.03. Letters of Credit	  	69
	SECTION 2.04. Swing Line Loans	  	77
	SECTION 2.05. Prepayments	  	79
	SECTION 2.06. Termination or Reduction of Commitments	  	85
	SECTION 2.07. Repayment of Loans	  	86
	SECTION 2.08. Interest	  	87
	SECTION 2.09. Fees	  	87
	SECTION 2.10. Computation of Interest and Fees	  	88
	SECTION 2.11. Evidence of Indebtedness	  	88
	SECTION 2.12. Payments Generally	  	89
	SECTION 2.13. Sharing of Payments	  	91
	SECTION 2.14. Incremental Credit Extensions	  	92
	SECTION 2.15. Conversion of Revolving Credit Loans, etc.	  	94
	SECTION 2.16. Extensions of Revolving Credit Loans and Revolving Credit Commitments	  	94
	SECTION 2.17. Conversion of Term Loans	  	97
	SECTION 2.18. Extensions of Term Loans	  	97
	SECTION 2.19. Refinancing Term Loans	  	99
		
	ARTICLE III	  	
		
	Taxes, Increased Costs Protection and Illegality	  	
		
	SECTION 3.01. Taxes	  	101
	SECTION 3.02. Illegality	  	103
	SECTION 3.03. Inability to Determine Rates	  	103


  
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	 SECTION 3.04. Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans
	  	104
	 SECTION 3.05. Funding Losses
	  	105
	 SECTION 3.06. Matters Applicable to All Requests for Compensation
	  	106
	 SECTION 3.07. Replacement of Lenders under Certain Circumstances
	  	107
	 SECTION 3.08. Survival
	  	108
		
	ARTICLE IV	  	
		
	Conditions Precedent to Credit Extensions	  	
		
	SECTION 4.01. Conditions of Initial Credit Extension	  	108
	 SECTION 4.02. Conditions to All Credit Extensions
	  	110
		
	ARTICLE V	  	
		
	Representations and Warranties	  	
		
	SECTION 5.01. Existence, Qualification and Power; Compliance with Laws	  	111
	 SECTION 5.02. Authorization; No Contravention
	  	111
	 SECTION 5.03. Governmental Authorization; Other Consents
	  	112
	 SECTION 5.04. Binding Effect
	  	112
	 SECTION 5.05. Financial Statements; No Material Adverse Effect
	  	112
	 SECTION 5.06. Litigation
	  	113
	 SECTION 5.07. No Default
	  	114
	 SECTION 5.08. Ownership of Property; Liens
	  	114
	 SECTION 5.09. Environmental Compliance
	  	114
	 SECTION 5.10. Taxes
	  	115
	 SECTION 5.11. ERISA Compliance
	  	115
	 SECTION 5.12. Subsidiaries; Equity Interests
	  	116
	 SECTION 5.13. Margin Regulations; Investment Company Act
	  	116
	 SECTION 5.14. Disclosure
	  	116
	 SECTION 5.15. Intellectual Property; Licenses, Etc.
	  	117
	 SECTION 5.16. Solvency
	  	117
	 SECTION 5.17. Subordination of Junior Financing
	  	117
		
	ARTICLE VI	  	
		
	Affirmative Covenants	  	
		
	SECTION 6.01. Financial Statements	  	117
	 SECTION 6.02. Certificates; Other Information
	  	118
	 SECTION 6.03. Notices
	  	120
	 SECTION 6.04. Payment of Obligations
	  	120
	 SECTION 6.05. Preservation of Existence, Etc.
	  	121
	 SECTION 6.06. Maintenance of Properties
	  	121
	 SECTION 6.07. Maintenance of Insurance
	  	121
	 SECTION 6.08. Compliance with Laws
	  	121
	 SECTION 6.09. Books and Records
	  	121









			
	 SECTION 6.10. Inspection Rights
	  	121
	 SECTION 6.11. Covenant to Guarantee Obligations and Give Security
	  	122
	 SECTION 6.12. Compliance with Environmental Laws
	  	124
	 SECTION 6.13. Further Assurances and Post-Closing Conditions
	  	124
	 SECTION 6.14. Designation of Subsidiaries
	  	125
	 SECTION 6.15. Post-Closing Matters
	  	125
		
	ARTICLE VII	  	
		
	Negative Covenants	  	
		
	SECTION 7.01. Liens	  	126
	 SECTION 7.02. Investments
	  	130
	 SECTION 7.03. Indebtedness
	  	134
	 SECTION 7.04. Fundamental Changes
	  	138
	 SECTION 7.05. Dispositions
	  	140
	 SECTION 7.06. Restricted Payments
	  	142
	 SECTION 7.07. Change in Nature of Business
	  	145
	 SECTION 7.08. Transactions with Affiliates
	  	145
	 SECTION 7.09. Burdensome Agreements
	  	146
	 SECTION 7.10. Use of Proceeds
	  	147
	 SECTION 7.11. Accounting Changes
	  	147
	 SECTION 7.12. Prepayments, Etc. of Indebtedness
	  	147
	 SECTION 7.13. Equity Interests of Certain Restricted Subsidiaries
	  	148
		
	ARTICLE VIII	  	
		
	Events of Default and Remedies	  	
		
	SECTION 8.01. Events of Default	  	148
	 SECTION 8.02. Remedies Upon Event of Default
	  	151
	 SECTION 8.03. Exclusion of Immaterial Subsidiaries
	  	151
	 SECTION 8.04. Application of Funds
	  	151
		
	ARTICLE IX	  	
		
	Administrative Agent and Other Agents	  	
		
	SECTION 9.01. Appointment and Authorization of Agents	  	152
	 SECTION 9.02. Delegation of Duties
	  	153
	 SECTION 9.03. Liability of Agents
	  	154
	 SECTION 9.04. Reliance by Agents
	  	154
	 SECTION 9.05. Notice of Default
	  	155
	 SECTION 9.06. Credit Decision; Disclosure of Information by Agents
	  	155
	 SECTION 9.07. Indemnification of Agents
	  	155
	 SECTION 9.08. Agents in their Individual Capacities
	  	156
	 SECTION 9.09. Successor Agents
	  	156
	 SECTION 9.10. Administrative Agent May File Proofs of Claim
	  	157
	 SECTION 9.11. Collateral and Guaranty Matters
	  	158









			
	 SECTION 9.12. Other Agents; Arrangers and Managers
	  	159
	 SECTION 9.13. Appointment of Supplemental Administrative Agents
	  	159
		
	ARTICLE X	  	
		
	Miscellaneous	  	
		
	SECTION 10.01. Amendments, Etc.	  	160
	 SECTION 10.02. Notices and Other Communications; Facsimile Copies
	  	163
	 SECTION 10.03. No Waiver; Cumulative Remedies
	  	164
	 SECTION 10.04. Attorney Costs and Expenses
	  	164
	 SECTION 10.05. Indemnification by the Borrower
	  	164
	 SECTION 10.06. Payments Set Aside
	  	165
	 SECTION 10.07. Successors and Assigns
	  	166
	 SECTION 10.08. Confidentiality
	  	170
	 SECTION 10.09. Setoff
	  	170
	 SECTION 10.10. Interest Rate Limitation
	  	171
	 SECTION 10.11. Counterparts
	  	171
	 SECTION 10.12. Integration
	  	171
	 SECTION 10.13. Survival of Representations and Warranties
	  	172
	 SECTION 10.14. Severability
	  	172
	 SECTION 10.15. Tax Forms
	  	172
	 SECTION 10.16. GOVERNING LAW
	  	174
	 SECTION 10.17. WAIVER OF RIGHT TO TRIAL BY JURY
	  	174
	 SECTION 10.18. Binding Effect
	  	175
	 SECTION 10.19. Judgment Currency
	  	175
	 SECTION 10.20. Lender Action
	  	175
	 SECTION 10.21. USA PATRIOT Act
	  	176
	 SECTION 10.22. Agent for Service of Process
	  	176

 SCHEDULES 
  

			
	1	  	Guarantors
	1.01A	  	Certain Security Interests and Guarantees
	1.01B	  	Unrestricted Subsidiaries
	1.01C	  	Mandatory Cost
	1.01D	  	Excluded Subsidiaries
	2.01(a)(i)	  	Dollar Term-1 Commitment
	2.01(a)(ii)	  	Dollar Term-2 Commitment
	2.01(b)	  	Euro Term Commitment
	2.01(c)	  	Revolving Credit Commitment
	2.03(a)(ii)(B)	  	Certain Letters of Credit








 “Agreement” means this Credit Agreement. 

“Agreement Currency” has the meaning specified in Section 10.19. 

“Amendment No. 1” means Amendment No. 1 to this Agreement, dated as of June 1, 2011 among Holdings, the
Borrower, the Lenders party thereto and the Administrative Agent. 
 “Amendment No. 1 Effective Date”
means June 1, 2011. 
 “Amendment No. 2” means Amendment No. 2 to this Agreement, dated as of
February 17, 2012, among Holdings, the Borrower, the Lenders party thereto and the Administrative Agent. 

“Amendment No. 2 Effective Date” has the meaning specified in Amendment No. 2. For the avoidance of doubt, the
Amendment No. 2 Effective Date constitutes an Incremental Facility Closing Date hereunder. 
 “Amendment
No. 3” means Amendment No. 3 to this Agreement, dated as of February 27, 2012 among Holdings, the Borrower, the Lenders party thereto and the Administrative Agent. 

“Amendment No. 3 Effective Date” means February 27, 2012. 

“Amendment No. 4” means Amendment No. 4 to this Agreement, dated as of April 27, 2012, among Holdings,
the Borrower, the Lenders party thereto and the Administrative Agent. 
 “Amendment No. 4 Effective
Date” means April 27, 2012.  
 “Applicable Rate” means: 

(a) in respect of the Non-Extended Dollar Term-1 Facility and Non-Extended Euro Term Facility, a percentage per annum
equal to the following percentages per annum, based upon the Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a): 

Applicable Rate 
  

							
	 Pricing

Level
	 	 Total Leverage
 Ratio
	 	 Eurocurrency Rate
 for Non-Extended
 Dollar Term-1

Loans and Non-Exten
	 	 Base Rate
 for Non-Extended
 Dollar Term-1

Loans and Non-Exten









 Undertakings. The grant of a security interest in any Securitization Assets of the Borrower or any of its
Restricted Subsidiaries (other than a Securitization Subsidiary) to secure Indebtedness under this Agreement prior to engaging in any Securitization Financing shall not be deemed a Qualified Securitization Financing. 

“Qualifying IPO” means the issuance by Holdings, any Intermediate Holding Company, any direct or indirect parent of
Holdings or the Borrower of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in
accordance with the Securities Act (whether alone or in connection with a secondary public offering). 
 “Refinancing
Dollar Term-2 Borrowing” means a borrowing pursuant to Section 2.01(a)(iii) consisting of Refinancing Dollar Term-2 Loans of the same Type made by the Refinancing Dollar Term-2 Lenders and, in the case of Eurocurrency Rate
Loans, having the same Interest Period. A Refinancing Dollar Term-2 Borrowing shall constitute a Dollar Term-2 Borrowing for purposes of any Committed Loan Notice therefor and immediately after the funding thereof, for all purposes. 

“Refinancing Dollar Term-2 Commitment” means, in respect of each Refinancing Dollar Term-2 Lender that is a
Refinancing Dollar Term-2 Lender on the date hereof, the amount set forth opposite such Lender’s name on Schedule 2.01 to Amendment No. 4 under the caption “Refinancing Dollar Term-2 Commitment”. 

“Refinancing Dollar Term-2 Lender” means, at any time, any Lender that has a Refinancing Dollar Term-2 Commitment or
a Refinancing Dollar Term-2 Loan at such time. Immediately after the funding of the Refinancing Dollar Term-2 Loans, a Refinancing Dollar Term-2 Lender shall constitute a Dollar Term-2 Lender for all purposes. 

“Refinancing Dollar Term-2 Loan” means a Loan made pursuant to Section 2.01(a)(iii). For the avoidance of doubt, the
Refinancing Dollar Term-2 Loans constitute a tranche of Refinancing Term Loans hereunder. The Refinancing Dollar Term-2 Loans shall constitute Dollar Term-2 Loans for purposes of any Committed Loan Notice therefor and immediately after the funding
thereof, for all purposes (i.e, the Refinancing Dollar Term-2 Loans and Dollar Term-2 Loans shall constitute one single Class and have the same terms and conditions, including, without limitation, those in respect of assignments, interest rates,
maturity, prepayments and all other provisions under the Loan Documents). 
 “Refinancing Effective Date”
has the meaning specified in Section 2.19. 
 “Refinancing Term Lender” has the meaning specified in
Section 2.19. 
 “Refinancing Term Loan Amendment” has the meaning specified in Section 2.19. 

“Refinancing Term Loans” has the meaning specified in Section 2.19. 

“Register” has the meaning specified in Section 10.07(d). 

  
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 Term-1 Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. 

(ii) The Dollar Term-2 Borrowings. Subject to the terms and conditions set forth herein, each Dollar Term-2 Lender severally agrees to
make to the Borrower a single loan denominated in Dollars in a principal amount equal to such Term Lender’s Dollar Term-2 Commitment on the Amendment No. 2 Effective Date. Amounts borrowed under this Section 2.01(a)(ii) and repaid or
prepaid may not be reborrowed. Dollar Term-2 Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. 
 (iii) The Refinancing Dollar Term-2 Borrowings. Subject to the terms and conditions set forth herein, each Refinancing Dollar Term-2 Lender severally agrees to make to the Borrower a single loan
denominated in Dollars in a principal amount equal to such Term Lender’s Refinancing Dollar Term-2 Commitment on the Amendment No. 4 Effective Date. Amounts borrowed under this Section 2.01(a)(iii) and repaid or prepaid may not be
reborrowed. Refinancing Dollar Term-2 Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.  

(b) The Euro Term Borrowings. Subject to the terms and conditions set forth herein, each Euro Term Lender severally agrees to make
to the Borrower a single loan (which will be converted into Extended Euro Term Loans and Non-Extended Euro Term Loans pursuant to Section 2.17(c) and Section 2.17(d)) denominated in Euros in a principal amount equal to such Term
Lender’s Euro Term Commitment on the Closing Date. Amounts borrowed under this Section 2.01(b) and repaid or prepaid may not be reborrowed. Euro Term Loans must be Eurocurrency Rate Loans, as further provided herein. 

(c) The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally
agrees to make loans to the Borrower as elected by the Borrower pursuant to Section 2.02 (each such loan, a “Revolving Credit Loan”) from time to time, on any Business Day after the Closing Date until the Maturity Date
(provided that each Revolving Credit Lender agrees to make the Initial Revolving Borrowing, at the request of the Borrower, on the Closing Date), 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 Revolving Credit Lender’s Pro
Rata Share of the Outstanding Amount of all L/C Obligations, plus such Revolving Credit Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving Credit
Commitment. Within the limits of each Revolving Credit Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(c), prepay under Section 2.05 and
reborrow under this Section 2.01(c). Revolving Credit Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. 
 SECTION 2.02. Borrowings, 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 Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to
the 

  
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 of payments hereunder, with such allocation being determined after giving effect to (1) any exchange
pursuant to Section 2.16 of Revolving Credit Commitments and Revolving Credit Loans into Extended Revolving Credit Commitments and Extended Revolving Credit Loans, respectively, and (2) any such reduction of the Revolving Credit
Commitments in respect of the applicable Specified Existing Revolving Credit Commitment Class). 
 SECTION 2.07. Repayment of
Loans. 
 (a) Dollar Term Loans. The Borrower shall repay to the Administrative Agent for the ratable account of
(i) the Dollar Term-1 Lenders (A) on the last Business Day of each March, June, September and December, commencing with the last Business Day of September 2007, an aggregate principal amount equal to 0.25% of the aggregate principal amount
of all Dollar Term-1 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 (B) on the applicable
Maturity Date for such Dollar Term-1 Loans, the aggregate principal amount of all such Dollar Term-1 Loans outstanding on such date and (ii) the Dollar Term-2 Lenders (A) on the last Business Day of March 2012, an aggregate principal
amount equal to 0.25% of the aggregate principal amount of all Dollar Term-2 Loans outstanding on the Amendment No. 2 Effective 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), (B) on the last Business Day of each March, June, September and December, commencing with the last Business Day of MarchJune 2012, an aggregate principal amount equal to 0.25% of the aggregate
principal amount of all Dollar Term-2 Loans outstanding on the Amendment No. 24 Effective 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 (BC) on the Maturity Date for the Dollar Term-2 Loans, the aggregate principal amount of all Dollar Term-2 Loans outstanding on such date.” 
 (b) Euro Term Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Euro Term Lenders (i) on the last Business Day of each March, June, September and
December, commencing with the last Business Day of September 2007, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Euro 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 applicable Maturity Date for such Euro Term Loans, the aggregate principal amount of all such Euro Term Loans outstanding on
such date. 
 (c) Revolving Credit Loans. The Borrower shall repay to the Administrative Agent for the ratable account of
the Appropriate Lenders on the Maturity Date for the Revolving Credit Facility the aggregate principal amount of all of its Revolving Credit Loans outstanding on such date. 
 (d) Swing Line Loans. The Borrower shall repay 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. 

  
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 7.03(g) only, to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are
customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of
business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the Senior Notes Indenture, the Senior
Subordinated Notes Indenture or the Subordinated Lien Facility and (xiii) arise in connection with cash or other deposits permitted under Section 7.01. 
 SECTION 7.10. Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, in a manner inconsistent with the uses set forth in the preliminary statements to this
Agreement. The proceeds of the Dollar Term-2 Borrowing shall be used solely (i) to finance the consideration for the Aptuit Acquisition, (ii) to refinance the existing Indebtedness of the entities acquired by the Borrower in the Aptuit
Acquisition and (iii) to pay any fees, costs and expenses incurred in connection with Amendment No. 2 and the Aptuit Acquisition. The proceeds of the Refinancing Dollar Term-2 Borrowing shall be used solely (i) to refinance the
Non-Extended Dollar Term-1 Loans and (ii) to pay any fees, costs and expenses incurred in connection with such refinancing and Amendment No. 4. 
 SECTION 7.11. Accounting Changes. Make any change in fiscal year; 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. 
 SECTION 7.12. Prepayments, Etc. of Indebtedness. 

(a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that
payments of regularly scheduled principal, interest and mandatory prepayments shall be permitted) the Senior Subordinated Notes, any subordinated Indebtedness incurred under Section 7.03(y) or 7.03(n) or any other Indebtedness that is or is
required to be subordinated to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except
(i) the refinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if applicable, is permitted pursuant to Section 7.03(y)), to the extent not required to
prepay any Loans or Facility pursuant to Section 2.05(b) or the prepayment thereof with Declined Proceeds, (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its
direct or indirect parents, (iii) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary to the extent permitted by the Collateral Documents and (iv) prepayments,
redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of (1) Restricted Payments made pursuant to Section 7.06(k)
and (2) loans and advances to the Borrower made pursuant to Section 7.02(n), not to exceed the sum of (A) the greater of $100,000,000 and 2.5% of Total Assets, (B) the amount of the Net Cash 

  
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