CREDIT AGREEMENT. dated as of [ ], 2014, among. MICRO FOCUS INTERNATIONAL PLC, as Parent. MICRO FOCUS GROUP LIMITED, as Holdco,

Transcription

1 Posting Version - October 5, 2014 CREDIT AGREEMENT dated as of [ ], 2014, among MICRO FOCUS INTERNATIONAL PLC, as Parent MICRO FOCUS GROUP LIMITED, as Holdco, MA FINANCECO., LLC, as Borrower, The Lenders Party Hereto, and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent BANK OF AMERICA, N.A., HSBC SECURITIES (USA) INC., RBC CAPITAL MARKETS 1, GOLDMAN SACHS BANK USA, CREDIT SUISSE SECURITIES (USA) LLC, and NZC GUGGENHEIM FUND LLC as Joint Lead Arrangers and Joint Lead Bookrunners, [ ], as Syndication Agent and [ ], as Documentation Agent 1 RBC Capital Markets is a brand name for the capital markets businesses of Royal Bank of Canada and its affiliates.

2 TABLE OF CONTENTS Page ARTICLE I Definitions...2 Section 1.01 Defined Terms...2 Section 1.02 Classification of Loans and Borrowings...75 Section 1.03 Terms Generally...75 Section 1.04 Accounting Terms; IFRS...76 Section 1.05 Pro Forma Calculations...76 Section 1.06 Currency Translation...77 Section 1.07 Rounding...78 Section 1.08 Timing of Payment or Performance...78 Section 1.09 Letter of Credit Amounts...78 Section 1.10 Certifications...78 Section 1.11 Compliance with Article VI...79 Section 1.12 Australian Code of Banking Practice...79 ARTICLE II The Credits...79 Section 2.01 Commitments...79 Section 2.02 Loans and Borrowings...79 Section 2.03 Requests for Borrowings...80 Section 2.04 Swingline Loans...82 Section 2.05 Letters of Credit...85 Section 2.06 Funding of Borrowings...93 Section 2.07 Interest Elections...93 Section 2.08 Termination and Reduction of Commitments...95 Section 2.09 Repayment of Loans; Evidence of Debt...96 Section 2.10 Amortization of Term Loans...97 Section 2.11 Prepayment of Loans...98 Section 2.12 Fees Section 2.13 Interest Section 2.14 Alternate Rate of Interest Section 2.15 Increased Costs Section 2.16 Break Funding Payments Section 2.17 Taxes Section 2.18 Payments Generally; Pro Rata Treatment; Sharing of Setoffs Section 2.19 Mitigation Obligations; Replacement of Lender Section 2.20 Incremental Loans Section 2.21 Refinancing Amendments Section 2.22 Defaulting Lenders Section 2.23 Cash Collateral Section 2.24 Extensions of Term Loans and Revolving Commitments Section 2.25 Term Loan Exchange Notes ARTICLE III Representations and Warranties Section 3.01 Organization; Powers i

3 Section 3.02 Authorization; Enforceability Section 3.03 Governmental Approvals; No Conflicts Section 3.04 Financial Condition; No Material Adverse Change Section 3.05 Properties Section 3.06 Litigation and Environmental Matters Section 3.07 Compliance with Laws Section 3.08 Investment Company Status Section 3.09 Taxes Section 3.10 ERISA Section 3.11 Disclosure Section 3.12 Labor Matters Section 3.13 Subsidiaries Section 3.14 Solvency Section 3.15 Federal Reserve Regulations Section 3.16 Centre of Main Interests Section 3.17 Use of Proceeds Section 3.18 Security Documents Section 3.19 OFAC; FCPA; Patriot Act ARTICLE IV Conditions Section 4.01 Closing Date Section 4.02 Each Credit Event ARTICLE V Affirmative Covenants Section 5.01 Financial Statements and Other Information Section 5.02 Notices of Material Events Section 5.03 Annual Lender Call Section 5.04 Existence; Conduct of Business Section 5.05 Payment of Taxes Section 5.06 Maintenance of Properties Section 5.07 Insurance Section 5.08 Books and Records; Inspection and Audit Rights Section 5.09 Compliance with Laws Section 5.10 Use of Proceeds Section 5.11 Execution of Subsidiary Guaranty and Security Documents after the Closing Date Section 5.12 Further Assurances Section 5.13 Designation of Subsidiaries Section 5.14 Conduct of Business Section 5.15 Maintenance of Ratings Section 5.16 Post-Closing Covenants ARTICLE VI Negative Covenants Section 6.01 Indebtedness; Certain Equity Securities Section 6.02 Liens Section 6.03 Fundamental Changes Section 6.04 Investments ii

4 Section 6.05 Asset Sales Section 6.06 [Reserved Section 6.07 [Reserved] Section 6.08 Restricted Payments; Certain Payments of Indebtedness Section 6.09 Transactions with Affiliates Section 6.10 Restrictive Agreements Section 6.11 Amendment of Material Documents Section 6.12 First Lien Leverage Ratio Section 6.13 Changes in Fiscal Year ARTICLE VII Events of Default Section 7.01 Events of Default Section 7.02 Exclusion of Immaterial Subsidiaries Section 7.03 Right to Cure Section 7.04 Application of Proceeds ARTICLE VIII The Administrative Agent Section 8.01 Appointment of Agents Section 8.02 Rights of Lender Section 8.03 Exculpatory Provisions Section 8.04 Reliance by Administrative Agent and Collateral Agent Section 8.05 Delegation of Duties Section 8.06 Resignation of Agents; Successor, Administrative Agent and Collateral Agent Section 8.07 Non-Reliance on Agents and Other Lenders Section 8.08 No Other Duties Section 8.09 Collateral and Guaranty Matters Section 8.10 Secured Swap Agents and Secured Cash Management Agents Section 8.11 Withholding Tax Section 8.12 Administrative Agent and Collateral Agent May File Proofs of Claim ARTICLE IX Miscellaneous Section 9.01 Notices Section 9.02 Waivers; Amendments Section 9.03 Expenses; Indemnity; Damage Waiver Section 9.04 Successors and Assigns Section 9.05 Survival Section 9.06 Counterparts; Integration Section 9.07 Severability Section 9.08 Right of Setoff Section 9.09 Governing Law; Jurisdiction; Consent to Service of Process Section 9.10 WAIVER OF JURY TRIAL Section 9.11 Headings Section 9.12 Confidentiality Section 9.13 Interest Rate Limitation Section 9.14 USA Patriot Act iii

5 Section 9.15 Direct Website Communication Section 9.16 Intercreditor Agreement Governs Section 9.17 Judgment Currency Section 9.18 No Advisory or Fiduciary Responsibility Section 9.19 Quebec Matters iv

6 SCHEDULES: Schedule 1.01(a) Schedule 1.01(b) Schedule 1.01(c) Schedule 1.01(d) Schedule 1.01(e) Schedule 1.02 Schedule 1.03 Schedule 2.01 Schedule 3.06 Schedule 3.13 Schedule 5.11(c) Schedule 5.16(b) Schedule 6.01(a) Schedule 6.02 Schedule 6.03 Schedule 6.04(c) Schedule 6.05 Schedule 6.09 Schedule 9.01 Agreed Security Principles Adjustments to Consolidated EBITDA Foreign Security Documents UK Security Documents Loan Parties Excluded Subsidiaries Existing Letters of Credit Commitments Disclosed Matters Subsidiaries U.S. Security Documents Post-Closing Covenants Existing Indebtedness Existing Liens Permitted Jurisdictions Existing Investments Asset Dispositions Transactions with Affiliates Addresses for Notices EXHIBITS: Exhibit A Exhibit B Exhibit C Exhibit D-1 Exhibit D-2 Exhibit E-1 Exhibit E-2 Exhibit F-1 Exhibit F-2 Exhibit F-3 Exhibit G Exhibit H Exhibit I Exhibit J Exhibit K Exhibit L-1 Exhibit L-2 Form of Borrowing Request Form of Interest Election Request Form of Solvency Certificate Form of UK Collateral Agreement Form of US Collateral Agreement Form of Parent Companies Guaranty Form of Subsidiary Guaranty Form of Tranche B Term Note Form of Tranche C Term Note Form of Revolving Note Form of Assignment and Assumption Agreement Form of Affiliated Lender Assignment and Assumption Agreement Form of Swingline Loan Notice Form of US Mortgage Form of Compliance Certificate Terms of Intercreditor Agreement (Pari Passu) Terms of Intercreditor Agreement (Junior Liens) v

7 CREDIT AGREEMENT dated as of [ ], 2014 (this Agreement ), among MICRO FOCUS INTERNATIONAL PLC, a company organized under the laws of England and Wales (the Parent ), MICRO FOCUS GROUP LIMITED, a company organized under the laws of England and Wales ( Holdco ), MA FINANCECO., LLC, a Delaware limited liability company (the Borrower ), the LENDERS party hereto and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent. WHEREAS, capitalized terms used in these recitals shall have the respective meanings set forth for such terms in Article I; WHEREAS, the Parent, pursuant to an Agreement and Plan of Merger Agreement, dated as of September 15, 2014 (together with all exhibits, annexes and schedules thereto, as amended, restated, supplemented or otherwise modified from time to time, the Merger Agreement ), by and among, the Parent, Minerva Merger Sub, Inc., a newly formed Delaware corporation and wholly-owned, direct or indirect subsidiary of the Parent ( Merger Sub ), Wizard Parent, LLC, and The Attachmate Group Inc., a Delaware corporation (the Company ), intends to acquire (the Closing Date Acquisition ) 100% of the outstanding Equity Interests of the Company and its subsidiaries; WHEREAS, to effect the Closing Date Acquisition, the parties to the Merger Agreement will consummate the transactions contemplated by the Merger Agreement and pursuant to the Merger Agreement, Merger Sub will merge with and into the Company (the Merger ), with the Company continuing as the surviving entity; WHEREAS, immediately prior to the consummation of the Closing Date Acquisition and Merger, the Borrower has requested the Lenders and the Issuing Banks to extend credit to the Borrower in the form of (a) Tranche B Term Loans denominated in Dollars in an aggregate principal amount not in excess of $1,275,000,000, (b) Tranche C Term Loans denominated in Dollars in an aggregate principal amount not in excess of $500,000,000 and (c) Revolving Loans, Letters of Credit and Swingline Loans, in an aggregate principal amount not in excess of the Dollar Equivalent of $225,000,000, in each case the proceeds of which shall be utilized as set forth below and in Section 5.10; WHEREAS, proceeds received by the Borrower, together with cash on hand, will be used to fund (a) a loan by the Borrower to Holdco (the Borrower Intercompany Loan ), a portion of which (i) may be used by Holdco, directly or indirectly, to make payment in connection with the Return of Value (as defined in the Merger Agreement) of approximately $140,000,000 (the Return of Value Payment ) on or within 30 days after the Closing Date, or to the extent such Return of Value Payment has been paid prior to the Closing Date, to refinance any Indebtedness incurred in connection therewith and (ii) in turn will be used, contributed or distributed by Holdco, directly or indirectly, to (x) the Parent for the payment in full of all funded Indebtedness for borrowed money of the Parent and its Subsidiaries and (y) the Company for the payment in full of all funded Indebtedness for borrowed money of the Company and its subsidiaries, in each case, except as otherwise permitted under this Agreement, (the Refinancing ), (b) to finance the Transaction Costs and (iii) for working capital and general corporate purposes.

8 NOW THEREFORE, in consideration of the premises, provisions, covenants and mutual agreements contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Lenders and Issuing Banks are willing to extend such credit to the Borrower on the terms and express conditions set forth herein, and accordingly the parties hereto agree as follows. ARTICLE I Definitions Section 1.01 Defined Terms. As used in this Agreement, the following terms have the meanings specified below: ABR when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate. Accounting Change has the meaning assigned to such term in Section Acquisition means any acquisition by the Parent or any Restricted Subsidiary, whether by purchase, merger, consolidation, contribution or otherwise, of (w) at least a majority of the assets or property and/or liabilities (or any other substantial part for which financial statements or other financial information is available), or a business line, product line, unit or division of, any other Person, (x) Equity Interests of any other Person such that such other Person becomes a Restricted Subsidiary and (y) additional Equity Interests of any Restricted Subsidiary not then held by the Parent or any Restricted Subsidiary. Additional Debt means subordinated or senior debt (including, as applicable, Registered Equivalent Notes), which may be unsecured, have the same lien priority as the Obligations or be secured by a Lien ranking junior to the Lien securing the Obligations, in each case issued or incurred by the Parent or any of its Restricted Subsidiaries after the Closing Date that (i) has a final maturity date that is on or after the Latest Maturity Date with respect to the Term Loans and has a Weighted Average Life to Maturity equal to or longer than the remaining Weighted Average Life to Maturity of the Term Loans (without giving effect to amortization for periods where amortization has been eliminated as a result of a prepayment of the applicable Term Loans), (ii) to the extent subordinated in right of payment to the Initial Term Loans, does not require any scheduled payment of principal (including pursuant to a sinking fund obligation) or mandatory redemption or redemption at the option of the holders thereof (except for customary redemptions in respect of asset sales, changes in control or similar events and AHYDO Catch-Up Payments) prior to the date that is 91 days after the Latest Maturity Date in respect of the Initial Term Loans in effect as of the time such Additional Debt is incurred and (iii) if a Loan Party is a borrower or a guarantor with respect to such Indebtedness, the obligations in respect thereof shall not be secured by Liens on the assets of such Loan Party other than assets constituting Collateral. Additional Lender has the meaning assigned to such term in Section 2.20(d)Section 2.20(c). Additional Mortgaged Property has the meaning set forth in Section 5.12(d). 2

9 Section Additional Refinancing Lender has the meaning assigned to such term in Additional Term Notes means first priority senior secured notes and/or junior Lien secured notes and/or unsecured notes, in each case issued pursuant to an indenture, note purchase agreement or other agreement and in lieu of the incurrence of a portion of the Incremental Term Facility; provided that (a) such Additional Term Notes rank pari passu or junior in right of payment and (if secured) of security with the Initial Term Loans hereunder, (b) the Additional Term Notes have a final maturity date that is on or after the then existing Latest Maturity Date with respect to the Initial Term Loans and have a Weighted Average Life to Maturity equal to or longer than the remaining Weighted Average Life to Maturity of the then existing Initial Term Loans (without giving effect to amortization for periods where amortization has been eliminated as a result of a prepayment of the applicable Term Loans), (c) the covenants and events of default and other terms of which (other than maturity, fees, discounts, interest rate, redemption terms and redemption premiums, which shall be determined in good faith by the Borrower) shall be on market terms at the time of issuance (as determined in good faith by the Borrower) of the Additional Term Notes; provided that the Additional Term Notes shall not have the benefit of any financial maintenance covenant unless (x) the Initial Term Loans have the benefit of such financial maintenance covenant on the same terms or (y) the Initial Term Loans have in the future been provided with the benefit of a financial maintenance covenant, in which case such Additional Term Notes issued after such future date may be provided with the benefit of the same financial maintenance covenant on the same or less favorable terms, (d) the obligations in respect thereof shall not be secured by Liens on the assets of the Parent and its Restricted Subsidiaries, other than assets constituting Collateral, (e) no Restricted Subsidiary is a borrower or a guarantor with respect to such Indebtedness unless such Restricted Subsidiary is a Loan Party which shall have previously or substantially concurrently guaranteed or borrowed, as applicable, the Obligations, (f) if such Additional Term Notes are secured, the representative for such Additional Term Notes shall enter into a customary intercreditor agreement with the Administrative Agent s and/or Collateral Agent s substantially consistent with the terms set forth on Exhibit L-1 or L-2 annexed hereto together with (A) any immaterial changes and (B) material changes thereto in light of prevailing market conditions, which material changes shall be posted to the Lenders not less than five Business Days before execution thereof and, if the Required Lenders shall not have objected to such changes within five Business Days after posting, then the Required Lenders shall be deemed to have agreed that the Administrative Agent s and/or Collateral 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 and/or Collateral Agent s execution thereof, in each case in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may be secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations) and (g) immediately after giving effect to the incurrence of such Additional Term Notes (or, at the option of the Borrower, (i) in the case of any commitment in respect of Additional Term Notes established and not issued or purchased at such time, at the time of issuance and purchase of such Additional Term Notes and not at the time of the commitment and/or (ii) at the time of consummation of any acquisition or investment contemplated pursuant to an agreement in connection therewith) (assuming, solely for purposes of this definition at the time of incurrence and not for any other provision 3

10 hereunder, that (I) all Additional Term Notes and all Incremental Facilities, in each case established on or prior to such time are secured on a first Lien basis, whether or not so secured and (II) the proceeds of such Additional Term Notes are not included as unrestricted cash and Cash Equivalents in clause (i) of the definition of First Lien Leverage Ratio ; provided that, to the extent the proceeds of such Additional Term Notes are to be used to prepay Indebtedness, the use of such proceeds for the prepayment of such Indebtedness may be given pro forma effect), on a Pro Forma Basis after giving effect to any acquisition or investment consummated or contemplated pursuant to an agreement in connection herewith, the First Lien Leverage Ratio shall not be greater than 3.00:1.00 as of the Applicable Date of Determination (but without giving effect to any Unrestricted Incremental First Lien Indebtedness or Unrestricted Additional Term Notes established and/or incurred at such time, it being understood and agreed that amounts incurred concurrently with the incurrence of Unrestricted Incremental First Lien Indebtedness or Unrestricted Additional Term Notes shall be permitted to exceed 3.00:1.00). Adjusted Eurocurrency Rate means for any Interest Period with respect to a Eurocurrency Borrowing or an ABR Borrowing determined pursuant to clause (c) of the definition of Alternate Base Rate, a rate per annum determined by the Administrative Agent pursuant to the following formula: Adjusted Eurocurrency Rate = Eurocurrency Rate 1.00 Eurocurrency Reserve Percentage provided that, notwithstanding the foregoing, as applied solely to (x) the Initial Tranche B Term Loans, the Adjusted Eurocurrency Rate shall at no time be less than 1.00% per annum and (y) the Initial Tranche C Term Loans, the Adjusted Eurocurrency Rate shall at no time be less than 0.75% per annum. Administrative Agent means Bank of America, in its capacity as administrative agent for the Lenders hereunder, and its successors in such capacity as provided in Article VIII. Administrative Agent s Office means the Administrative Agent s address and, as appropriate, account as set forth on Schedule 9.01, 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 means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. Affiliated Institutional Lender means a Lender that is an Affiliate of any Sponsor that is engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course and whose managers have fiduciary duties to the investors in such fund or investment vehicle independent of or in addition to their duties to any entity which has an equity investment in the Parent. 4

11 Affiliated Lender means a Lender that is (i) any Sponsor or an Affiliate of any Sponsor and (ii) an Affiliate of the Parent at the time such Person becomes a Lender or at the time of the proposed assignment, but in any event shall exclude all Affiliated Institutional Lenders. Affiliated Lender Assignment and Assumption Agreement means an assignment and assumption entered into by a Lender with an Affiliated Lender, and accepted by the Administrative Agent pursuant to the terms hereof, in the form of Exhibit H or any other form or changes thereto approved by the Administrative Agent and the Borrower. Agent means any of the Administrative Agent or the Collateral Agent. Agreed Security Principles means the agreed security principles set out in Schedule 1.01(a). Agreement. Agreement has the meaning assigned to such term in the preamble to this Agreement Currency has the meaning assigned to such term in Section AHYDO Catch-Up Payment means any payment with respect to any obligations of the Borrower or any Restricted Subsidiary, including subordinated debt obligations, in each case to avoid the application of Code Section 163(e)(5) thereto. ALTA means the American Land Title Association. Alternate Base Rate means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1%; provided that, notwithstanding the foregoing, as applied solely to the Initial Tranche B Term Loans, the Alternate Base Rate shall at no time be less than 2.00% per annum and, as applied solely the Initial Tranche C Term Loans, the Alternate Base Rate shall at no time be less than 1.75% per annum. If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate respectively. Alternative Currency means (a) with respect to Letters of Credit, Euros, Sterling and any other currency that may be agreed with the relevant Issuing Bank for issuing Letters of Credit in Alternative Currencies, (b) with respect to any Revolving Loans, Euros, Sterling and any other currency other than Dollars that may be agreed with all of the Revolving Lenders and the Administrative Agent and (c) with respect to any Incremental Term Loans and Incremental Revolving Commitments (and Incremental Revolving Loans made pursuant thereto), 5

12 any currency that may be agreed among the Borrower and all of the applicable Lenders providing such Incremental Term Loans and/or Incremental Revolving Commitments. Applicable Date of Determination means the last day of the most recently ended fiscal quarter for which financial statements are available pursuant to Section 5.01(a) or (b), as applicable, or, if such date occurs prior to the date on which financial statements are available pursuant to Section 5.01(a) or (b), as applicable, the last day of the most recently ended fiscal quarter for which financial statements were delivered under Section respect to: Applicable Margin means for any day a percentage per annum equal to (I) with (a) any Initial Tranche B Term Loan that is (i) a Eurocurrency Loan, 4.25% and (ii) an ABR Loan, 3.25%; (b) any Initial Tranche C Term Loan that is (i) a Eurocurrency Loan, 3.75% and (ii) an ABR Loan, 2.75%; (c) ABR Loan, 2.50%; (d) any Revolving Loan that is (i) a Eurocurrency Loan, 3.50% and (ii) an any Swingline Loan, 2.50%; and (II) with respect to Incremental Facilities, Other Term Loans, Other Revolving Loans, Other Revolving Commitments, Extended Term Loans, Extended Revolving Loans, Extended Revolving Commitments or Replacement Term Loans, the rate per annum specified in the amendment establishing such Incremental Facilities, Other Term Loans, Other Revolving Loans, Other Revolving Commitments, Extended Term Loans, Extended Revolving Loans, Extended Revolving Commitments or Replacement Term Loans. Applicable Percentage means, at any time with respect to any Revolving Lender with a Revolving Commitment of any Class, the percentage of the aggregate Revolving Commitments of such Class outstanding at such time represented by such Lender s Revolving Commitment with respect to such Class at such time. If the Revolving Commitments of such Class have terminated or expired, the Applicable Percentage shall be determined based upon the Revolving Commitments of such Class most recently in effect, giving effect to any assignments of such Class of Revolving Loans, LC Exposures and Swingline Exposures that occur after such termination or expiration. Applicable Time means, with respect to any payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the applicable Issuing Bank to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment. Approved Fund has the meaning assigned to such term in Section 9.04(b). Assignment and Assumption means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 6

13 9.04), and accepted by the Administrative Agent pursuant to the terms hereof, substantially in the form of Exhibit G or any other form or changes thereto approved by the Administrative Agent and the Borrower. Attachmate Historical Financial Statements means (i) the audited consolidated balance sheet of the Company and its subsidiaries as at March 31, 2013 and March 31, 2014 and the related audited consolidated statements of income and cash flows of the Company and its subsidiaries for the years ended March 31, 2013 and March 31, 2014, and (ii) the unaudited consolidated balance sheet of the Company and its subsidiaries for the fiscal quarter of the Company ended June 30, 2014, and, the related consolidated statement of income for the three month period then ended of the Company and its subsidiaries. Applicable Discount has the meaning assigned to such term in the definition of Dutch Auction. Applicable Discount Notice has the meaning assigned to such term in the definition of Dutch Auction. Auction. Auction has the meaning assigned to such term in the definition of Dutch Auction Amount has the meaning assigned to such term in the definition Dutch Auction. Auction Expiration Time has the meaning assigned to such term in the definition Dutch Auction. Auction. Auction Notice has the meaning assigned to such term in the definition Dutch Auction Party or Auction Parties has the meaning assigned to such term in the definition of Dutch Auction or as specified in Section 2.11(i), as the context may require. Auto-Renewal Letter of Credit has the meaning specified in Section 2.05(c). Available Amount means, on any date of determination (the Reference Date ), an amount determined on a cumulative basis equal to the sum of (without duplication): (a) $25,000,000; plus (b) an amount (which shall not be less than zero) equal to (A) the cumulative amount of Excess Cash Flow (to the extent positive in any fiscal year and not to be reduced by any negative Excess Cash Flow) of the Parent and its Restricted Subsidiaries for all completed fiscal years ending on or after April 30, 2016 and prior to the Reference Date, minus (B) an amount equal to the portion of such Excess Cash Flow that has been (or is required to have been) applied after the Closing Date and prior to the Reference Date to the prepayment of Term Loans in accordance with Section 2.11(d); plus 7

14 (c) the cumulative amount of (A) any capital contributions made in cash by any Person other than a Restricted Subsidiary to the Parent after the Closing Date (other than any Cure Amount) and (B) any Net Proceeds of any issuance of Qualified Equity Interests of the Parent (other than any Cure Amount) to any Person other than a Restricted Subsidiary after the Closing Date; plus (d) 100% of the aggregate net cash proceeds (other than any Cure Amount) and the fair market value (as determined in good faith by the Borrower) of marketable securities or other property contributed to the Qualified Equity Interests of the Parent after the Closing Date by any Person other than a Restricted Subsidiary; plus (e) to the extent not otherwise included in clause (b) above, (i) the aggregate amount received by the Parent or any Restricted Subsidiary after the Closing Date from cash (or Cash Equivalents) dividends and distributions made by any Unrestricted Subsidiary or any Joint Venture, and returns of principal, cash repayments and similar payments made by any Unrestricted Subsidiary or Joint Venture in respect of Investments made by the Parent or any Restricted Subsidiary to any Unrestricted Subsidiary or Joint Venture pursuant to Section 6.04(z), and (ii) the Net Proceeds in connection with the sale, transfer or other disposition of assets or the Equity Interests of any Unrestricted Subsidiary or Joint Venture of the Parent to any Person other than the Parent or a Restricted Subsidiary after the Closing Date, in each case, to the extent not already reflected as a Return with respect to such Investment credited to any basket amount under Section 6.04; plus (f) in the event that the Parent redesignates any Unrestricted Subsidiary as a Restricted Subsidiary after the Closing Date (which, for purposes hereof, shall be deemed to also include (A) the merger, consolidation, liquidation or similar amalgamation of any Unrestricted Subsidiary into the Parent or any Restricted Subsidiary, so long as the Parent or such Restricted Subsidiary is the surviving Person, and (B) the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the Parent or any Restricted Subsidiary), the fair market value (as determined in good faith by the Parent) of the Investment in such Unrestricted Subsidiary at the time of such redesignation; plus (g) the aggregate amount of Retained Declined Proceeds and Retained Asset Sale Proceeds retained by the Parent or any of its Restricted Subsidiaries; plus (h) the fair market value of all Qualified Equity Interests of the Parent issued upon conversion or exchange of Indebtedness or Disqualified Equity Interests of the Parent or any of its Restricted Subsidiaries after the Closing Date; plus (i) to the extent not otherwise included, the aggregate amount of cash Returns (or proceeds of sales) to the Parent or any Restricted Subsidiary in respect of Investments made pursuant to Section 6.04(z); minus (j) the aggregate amount of (i) Restricted Payments made using the Available Amount pursuant to Section 6.08(a)(xx), (ii) Investments made using the Available Amount pursuant to Section 6.04(z) and (iii) prepayments, redemptions, acquisitions, retirements, cancellations, terminations and repurchases of Indebtedness made using the 8

15 Available Amount pursuant to Section 6.08(b)(vi)(B), in each case during the period from and including the Business Day immediately following the Closing Date through and including the Reference Date (without taking account of the intended usage of the Available Amount on such Reference Date). Bank of America means Bank of America, N.A. Bankruptcy Code means Title 11 of the United States Code entitled Bankruptcy, as now and hereafter in effect, or any successor statute. Beneficial Owner means, in the case of a Lender that is classified as a partnership for U.S. federal income tax purposes, the direct or indirect partner or owner of such Lender that is treated, for U.S. federal income tax purposes, as the beneficial owner of a payment by any Loan Party under any Loan Document. Board means the Board of Governors of the Federal Reserve System of the United States of America. Agreement. Borrower has the meaning assigned to such term in the preamble to this Borrower Intercompany Loan has the meaning assigned to such term in the recitals to this Agreement. Borrower Materials has the meaning assigned to such term in Section Borrowing means (a) Loans of the same Class, Type and currency made, converted or continued on the same date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect or (b) a Swingline Loan. Borrowing Request means a request by the Borrower for a Borrowing in accordance with Section 2.03 substantially in the form of Exhibit A hereto or such other form as may be approved by the Administrative Agent and the Borrower, 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. Business Day means (a) for all purposes other than as covered by clauses (b), (c) and (d) below, any day that is not a Saturday, Sunday or other day on which commercial banks in New York City or London are authorized or required by law to remain closed, (b) if such day relates to any fundings, disbursements, settlements or payments in connection with a Loan or Letter of Credit denominated in Dollars, any day described in clause (a) that is also a day for trading by and between banks in Dollar deposits in the London interbank currency markets and not a legal holiday in the principal financial markets or a day in which banking institutions are required to be closed in the home country of any relevant Alternative Currency (other than Sterling and Euros), (c) if such day relates to any fundings, disbursements, settlements or payments in connection with a Loan or Letter of Credit denominated in Euros, any day described in clauses (a) and (b) that is also a day on which the Trans-European Automated Real Time Gross Settlement Express Transfer (TARGET) payment system is open for the 9

16 settlement of payment in Euros, and (d) if such day relates to any fundings, disbursements, settlements or payments in connection with a Loan or Letter of Credit denominated in a currency other than Dollars or Euros, means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency. Capital Expenditures means, for any period, the additions to property, plant and equipment of the Parent and its Restricted Subsidiaries that are (or should be) set forth in a consolidated statement of cash flows of the Parent and its Restricted Subsidiaries for such period prepared in accordance with IFRS, but excluding in each case any such expenditure (i) made to restore, replace, rebuild, develop, maintain, improve or upgrade property, to the extent such expenditure is made with, or subsequently reimbursed out of, insurance proceeds, indemnity payments, condemnation or similar awards (or payments in lieu thereof) or damage recovery proceeds or other settlements relating to any damage, loss, destruction or condemnation of such property, (ii) constituting reinvestment of the Net Proceeds of any event described in clause (a) or (b) of the definition of the term Prepayment Event, (iii) made by the Parent or any Restricted Subsidiary as payment of the consideration for any Acquisition (including any property, plant and equipment obtained as a part thereof), (iv) made by the Parent or any Restricted Subsidiary to effect leasehold improvements to any property leased by the Parent or such Restricted Subsidiary as lessee, to the extent that such expenses have been reimbursed by the landlord, (v) actually paid for by a third party (excluding the Parent or any Restricted Subsidiary) and for which none of the Parent or any Restricted Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or monetary obligation to such third party or any other Person (whether before, during or after such period), (vi) constituting Capitalized Software Expenditures or research and development expenditures that are treated as additions to property, plant and equipment or other capital expenditures in accordance with IFRS, (vii) made with the Net Proceeds from any issuance of Qualified Equity Interests of the Parent, and (viii) the purchase price of equipment that is purchased simultaneously with the trade in or sale of existing equipment. Capital Lease Obligations of any Person means, subject to Section 1.04, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital or finance leases on a statement of financial position of such Person under IFRS and the amount of such obligations shall be the capitalized amount thereof determined in accordance with IFRS. 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 IFRS, are or are required to be reflected as capitalized costs on the consolidated statement of financial position of a Person and its Restricted Subsidiaries. Captive Insurance Subsidiaries means, collectively or individually as of any date of determination, those regulated Subsidiaries of the Parent primarily engaged in the business of providing insurance and insurance related services to the Parent, its other Subsidiaries and certain other Persons. 10

17 Cash Collateralize means to deposit, or designate funds previously deposited, in a deposit account subject to control of the Administrative Agent or Collateral Agent, solely for the benefit of the Issuing Bank or Lenders, as collateral for Letters of Credit or obligations of Lenders to fund participations in respect of Letters of Credit, cash or deposit account balances in an aggregate amount equal to 100% (or, in the case where the obligation to Cash Collateralize arises from a voluntary termination of Revolving Commitments, 103%) of the maximum amount available to be drawn under such Letters of Credit or, if the Issuing Bank shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Issuing Bank. Cash Collateral shall have a meaning correlative to the foregoing. Cash Equivalents means: (a) (i) Dollars, Euro, Sterling, or any national currency of any member state of the European Union; or (ii) any other foreign currency held by the Parent or any of its Restricted Subsidiaries in the ordinary course of business; (b) securities issued or directly and fully Guaranteed or insured by the United States or Canada or any entity comprising the United Kingdom governments, a member state of the European Union or, in each case, any agency or instrumentality of thereof (provided that the full faith and credit of such country or such member state is pledged in support thereof), having maturities of not more than two years from the date of acquisition; (c) certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers acceptances having maturities of not more than one year from the date of acquisition thereof issued by (x) any Lender or affiliate thereof or (y) by any bank or trust company (i) whose commercial paper is rated at least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody s (or if at the time neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) or (ii) (in the event that the bank or trust company does not have commercial paper which is rated) having combined capital and surplus in excess of $100 million; (d) repurchase obligations for underlying securities of the types described in clauses (b) and (c) entered into with any Person referenced in clause (c) above; (e) securities with maturities of one year or less from the date of acquisition backed by standby letters of credit issued by any Person referenced in clause (c); (f) commercial paper rated at the time of acquisition thereof at least A-2 or the equivalent thereof by S&P or P-2 or the equivalent thereof by Moody s or carrying an equivalent rating by a Nationally Recognized Statistical Rating Organization, if both of the two named rating agencies cease publishing ratings of investments or, if no rating is available in respect of the commercial paper, the issuer of which has an equivalent rating in respect of its long-term debt, and in any case maturing within one year after the date of acquisition thereof; (g) readily marketable direct obligations issued by any state, commonwealth or territory of the United States of America, any province or territory of Canada, any entity comprising the United Kingdom, any member of the European Union, any other foreign 11

18 government or any political subdivision or taxing authority thereof, in each case, having one of the two highest rating categories obtainable from either Moody s or S&P (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) with maturities of not more than two years from the date of acquisition; (h) Indebtedness or preferred stock issued by Persons with a rating of BBB- or higher from S&P or Baa3 or higher from Moody s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) with maturities of 12 months or less from the date of acquisition; (i) bills of exchange issued in the United States, Canada, any entity comprising the United Kingdom, a member state of the European Union or Japan eligible for rediscount at the relevant central bank and accepted by a bank (or any dematerialized equivalent); (j) interests in any investment company, money market or enhanced high yield fund which invests at least 90% of its assets in instruments of the type specified in clauses (a) through (i) above; (k) instruments and investments of the type and maturity described in clause (a) through (j) denominated in any foreign currency or of foreign obligors, which investments or obligors are, in the reasonable judgment of the Borrower, comparable in investment quality to those referred to above; (l) the marketable securities portfolio owned by the Parent and its Subsidiaries on the Closing Date; and (m) solely with respect to any Restricted Subsidiary that is a Foreign Subsidiary, investments of comparable tenor and credit quality to those described in the foregoing clauses (b) through (l) customarily utilized in countries in which such Foreign Subsidiary operates for short term cash management purposes. Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than set forth in clause (a) above; provided that such amounts are converted into currencies listed in clause (a) within ten Business Days following the receipt of such amounts. Cash Management Agreement means any agreement to provide Cash Management Services. Cash Management Obligations means, as to any Person, any and all obligations of such Person, whether absolute or contingent and however and whenever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under any Cash Management Agreement. Cash Management Services means any one or more of the following types of services or facilities, including without limitation (a) Automated Clearing House (ACH) 12

19 transactions, (b) cash management services, including controlled disbursement services, treasury, depository, overdraft, credit or debit card, stored value card, electronic funds transfer services, and (c) foreign exchange facilities or other cash management arrangements in the ordinary course of business. For the avoidance of doubt, Cash Management Services do not include Swap Agreements. CFC means a controlled foreign corporation within the meaning of Section 957 of the Code. CFC Holding Company means any Domestic Subsidiary of any Domestic Subsidiary that is a Loan Party that owns no material assets other than cash and cash equivalents and equity interests in and/or debt of one or more (a) Foreign Subsidiaries that are CFCs or (b) other Domestic Subsidiaries that own no material assets other than cash and cash equivalents and equity interests in and/or debt of one or more Foreign Subsidiaries that are CFCs. Change in Control means the occurrence of any of the following events after the Closing Date: (a) any person or group (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), but excluding the Permitted Holders and their respective Affiliates, any employee benefit plan of such Person and any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any employee benefit plan of such person, shall become the beneficial owner (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of more than 50% of the outstanding voting securities having ordinary voting power for the election of directors of the Parent; (b) the Parent shall cease to own, directly or indirectly through wholly owned Subsidiaries, of record and beneficially, 100% of each class of outstanding Equity Interests of the Borrower; or (c) the board of directors of the Parent shall cease to consist of a majority of Continuing Directors. Change in Law means (a) the adoption of any law, rule, treaty or regulation after the Closing Date, (b) any change in any law, rule, treaty or regulation or in the interpretation or application thereof by any Governmental Authority after the Closing Date or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender s or the Issuing Bank s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Closing Date; 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 or foreign 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. Charges has the meaning assigned to such term in Section Class, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Tranche B Term Loans, Tranche C Term Loans, Incremental Term Loans, Incremental Revolving Loans, Other Term 13

20 Loans, Other Revolving Loans, Extended Term Loans, Extended Revolving Loans, Replacement Term Loans or Swingline Loans; when used in reference to any Commitment, refers to whether such Commitment is a Tranche B Term Commitment, Tranche C Term Commitment, Revolving Commitment, Incremental Term Commitment, Incremental Revolving Commitment, Extended Revolving Commitments, Other Term Commitment and Other Revolving Commitment; and when used in reference to any Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular Class. Incremental Term Loans, Extended Term Loans, Other Term Loans and Replacement Term Loans (together with the respective Commitments in respect thereof) shall, at the election of the Borrower, be construed to be in different Classes. Incremental Revolving Loans, Extended Revolving Loans and Other Revolving Loans (together with the respective Commitments in respect thereof) shall, at the election of the Borrower, be construed to be in different Classes. CLO has the meaning assigned to such term in Section 9.04(b). Closing Date means the date on which the conditions precedent set forth in Section 4.01 shall have been satisfied or waived, which date is [ ], Closing Date Acquisition has the meaning assigned to such term in the recitals to this Agreement. Code means the Internal Revenue Code of 1986, as amended. Collateral means any and all Collateral or Secured Assets (or any other term of similar meaning), as defined in any applicable Security Document, and any and all property of whatever kind or nature subject to or purported to be subject to a Lien under any Security Document, but shall in all events exclude all Excluded Property. Collateral Agent means Bank of America, in its capacity as collateral agent (including, if applicable, in the case of any Foreign Security Documents, as trustee of the Liens constituted thereby) for the Secured Parties, and its successors in such capacity as provided in Article VIII. Commitment means (a) with respect to any Person, such Person s Tranche B Term Commitment, Tranche C Term Commitment, Revolving Commitment, Incremental Term Commitment, Incremental Revolving Commitment, Other Term Commitment, Extended Revolving Commitment or Other Revolving Commitment or any combination thereof (as the context requires) and (b) with respect to the Swingline Lender, its Swingline Commitment. 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. Communications has the meaning assigned to such term in Section Agreement. Company has the meaning assigned to such term in the preamble to this 14