Covista Inc 8-K, filed Sep 16, 2020

Covista Inc. (CVSA)

8-K 2020-09-16 For: 2020-09-11

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Added on April 10, 2026

About this 8-K

Covista Inc filed this 8-K on September 16, 2020, reporting on events of September 11, 2020.

Items reported

Item 1.01: Entered into a material agreement
Item 7.01: Regulation FD disclosure
Item 9.01: Financial statements and exhibits

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Delaware	001-13988	36-3150143
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

500 West Monroe
Chicago, Illinois		60661
(Address of principal executive offices)		(Zip Code)

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock $0.01 Par Value		ATGE		New York Stock Exchange, NYSE Chicago

2.1	Membership Interest Purchase Agreement by and between Adtalem Global Education Inc. and Laureate Education, Inc., dated as of September 11, 2020.

10.1	Commitment Letter, dated as of September 11, 2020, by and among Adtalem Global Education Inc. as borrower, and Morgan Stanley Senior Funding, Inc., Barclays Bank PLC, Credit Suisse AG, Cayman Islands Branch, Credit Suisse Loan Funding LLC and MUFG Bank, Ltd., as lead arrangers.

99.1	Press Release of Adtalem Global Education Inc., dated September 11, 2020.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

	ADTALEM GLOBAL EDUCATION INC.

	By:	/s/ Michael O. Randolfi
		Michael O. Randolfi
		Senior Vice President and Chief Financial Officer
		(Principal Financial Officer)

ARTICLE I DEFINITIONS		1
Section 1.01.	Definitions	1

ARTICLE II PURCHASE AND SALE		20
Section 2.01.	Purchase and Sale	21
Section 2.02.	The Closing	21
Section 2.03.	Estimated Purchase Price	24
Section 2.04.	Post-Closing Adjustment	25

ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER		27
Section 3.01.	Organization	27
Section 3.02.	Subsidiaries	28
Section 3.03.	Capitalization	28
Section 3.04.	Title to Interests	29
Section 3.05.	Authority; Execution and Delivery; Enforceability	29
Section 3.06.	Non-Contravention and Approvals	29
Section 3.07.	Financial Statements	30
Section 3.08.	No Undisclosed Liabilities	31
Section 3.09.	Absence of Changes	32
Section 3.10.	Real Property	32
Section 3.11.	Sufficiency of Assets	33
Section 3.12.	Intellectual Property	33
Section 3.13.	Cyber Security and IT	36
Section 3.14.	Material Contracts	37
Section 3.15.	Taxes	40
Section 3.16.	Litigation	42
Section 3.17.	Employees; Benefit Plans	43
Section 3.18.	Compliance with Laws	45
Section 3.19.	Education Compliance and Approvals	46
Section 3.20.	Environmental Matters	50
Section 3.21.	Anti-Bribery; Trade Controls	51
Section 3.22.	Insurance	52
Section 3.23.	Vendors	52
Section 3.24.	Related Party Transactions	52
Section 3.25.	No Brokers	52
Section 3.26.	Information Statement	53

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER		53
Section 4.01.	Organization	53
Section 4.02.	Authority; Execution and Delivery; Enforceability	53
Section 4.03.	Non-Contravention and Approvals	54
Section 4.04.	Litigation	54
Section 4.05.	Availability of Funds	54
Section 4.06.	Solvency	55
Section 4.07.	Educational Regulatory Representations	55
Section 4.08.	Investigation; Acquisition of Interests for Investment	57

Covista Inc 8-K, filed Sep 16, 2020

About this 8-K

Items reported

Adtalem to Acquire Walden University From Laureate Education, Creating a National Leader in Healthcare Education

Contacts

Section 4.09.	No Brokers	57
Section 4.10.	Information Statement	57

ARTICLE V COVENANTS		58
Section 5.01.	Conduct of the Business	58
Section 5.02.	Access to Information	62
Section 5.03.	Confidentiality	63
Section 5.04.	Regulatory Filings; Efforts	65
Section 5.05.	Educational Approvals	66
Section 5.06.	Intercompany Accounts	67
Section 5.07.	Pre-Closing IP Transfer	67
Section 5.08.	Seller Marks	69
Section 5.09.	Publicity	69
Section 5.10.	Further Action	70
Section 5.11.	Employee Matters	70
Section 5.12.	Release	73
Section 5.13.	Exclusivity	74
Section 5.14.	Notice of Certain Events	76
Section 5.15.	Non-Competition; Non-Solicitation	76
Section 5.16.	Financing	79
Section 5.17.	R&W Insurance	84
Section 5.18.	Data Room	84
Section 5.19.	Litigation Support	85
Section 5.20.	Records of the Company Group	85
Section 5.21.	Payments	85
Section 5.22.	Resignations	86
Section 5.23.	Lease Matters	86
Section 5.24.	Cash Sweep	86
Section 5.25.	Certain Proprietary Information of Seller and its Affiliates	86
Section 5.26.	Replacement of Guarantees	87
Section 5.27.	Insurance	89
Section 5.28.	Shared Contracts	90
Section 5.29.	Director and Officer Liability	90
Section 5.30.	Transition Support Services Agreement Schedules	91
Section 5.31.	Information Statement Filing	91
Section 5.32.	Seller 365 Day Certificate	92
Section 5.33.	Transfer and Release of Collateral	92

ARTICLE VI CONDITIONS TO THE CLOSING		93
Section 6.01.	Conditions to Purchaser and Seller’s Obligation	93
Section 6.02.	Conditions to Obligation of Purchaser	94
Section 6.03.	Conditions to Obligation of Seller	95

ARTICLE VII TERMINATION		96
Section 7.01.	Termination	96
Section 7.02.	Effect of Termination	98
Section 7.03.	Termination Fee	98

ARTICLE VIII INDEMNIFICATION		100
Section 8.01.	Survival	100
Section 8.02.	Indemnification	101
Section 8.03.	Indemnification Procedures	102
Section 8.04.	Limitations on Indemnification	105
Section 8.05.	Calculation of Indemnity Payments	105
Section 8.06.	Exclusivity	106
Section 8.07.	Tax Treatment of Indemnification	107
Section 8.08.	Claims Unaffected by Investigation or Waiver	107
Section 8.09.	R&W Insurance Policy	107
Section 8.10.	Manner of Payment	107
Section 8.11.	Release of Escrow Funds	107
Section 8.12.	Insurance	108

ARTICLE IX TAX MATTERS		108
Section 9.01.	Transfer Taxes	108
Section 9.02.	Tax Filings and Tax Payments	108
Section 9.03.	Tax Withholding	109
Section 9.04.	Purchase Price Allocation	109
Section 9.05.	Tax Sharing Agreements	110
Section 9.06.	Purchaser Tax Acts	110
Section 9.07.	Refund	110

ARTICLE X MISCELLANEOUS		110
Section 10.01.	Assignment	110
Section 10.02.	Access Conditions	111
Section 10.03.	No Third-Party Beneficiaries	112
Section 10.04.	Expenses	113
Section 10.05.	Notices	113
Section 10.06.	Interpretation	114
Section 10.07.	Severability	115
Section 10.08.	Governing Law	115
Section 10.09.	Jurisdiction	115
Section 10.10.	Service of Process	116
Section 10.11.	Waiver of Jury Trial	116
Section 10.12.	Amendments and Waivers	116
Section 10.13.	Specific Performance	116
Section 10.14.	Debt Financing Sources	117
Section 10.15.	Joint Drafting	118
Section 10.16.	Fulfillment of Obligations	118
Section 10.17.	Counterparts	119
Section 10.18.	Entire Agreement	119
Section 10.19.	No Other Representations or Warranties	119
Section 10.20.	Non-Recourse	120
Section 10.21.	Seller Representative Privilege	121

A	Accounting Principles; Sample Calculation of Closing Working Capital
B	Sample Calculation of Purchase Price
C	Form of R&W Insurance Policy
D	Form of Transition Support Services Agreement
E	Form of IP Assignment and License
F	Form of Purchaser Closing Certificate
G	Form of Seller Closing Certificate
H	Form of Seller 365 Day Certificate

Defined Term	Page	Defined Term	Page

5.19 Matter	85	Columbia Property	5
7065 Property	5	Company	1
7070 Property	5	Company AI Property	5
7080 Property	5	Company Benefit Plan	5
Accounting Principles	1	Company Group	5
Accrediting Body	1	Company IP Agreements	39
Acquired Business	83	Company IT Systems	6
Affiliate	2	Company Privacy Policies	6
After-Acquired Business	77	Company Software	6
Agreement	1	Company Subsidiary	1
AI Technologies	2	Company Training Data	6
Allocation	109	Competing Transaction	75
Alternative Financing Sources	79	Competitive Activities	76
Ancillary Documents	2	Compliance Review	6
Anti-Corruption Laws	51	Compliant Documents	22
Antitrust Law	2	Confidential Information	64
Assigned IP	2	Confidentiality Agreement	6
Attorney-Client Privilege	121	Confidentiality Period	64
Audited Annual Carve-out Financials	83	Consent	6
Balance Sheet Time	3	Consolidated Tax Group	6
Bank Marketing Period	22	Continuing Employee	71
Base Consideration	3	Contract	6
Benefit Plan	3	Contractor	39
Borrower Defense Claim	3	Co-Ownership Agreement	5
Burdensome Condition	3	Current Assets	4
Business	3	Current Liabilities	4
Business Confidential Information	34	Curricular Know-How	6
Business Data	3	Curricular Materials	6
Business Day	4	Customs & International Trade Laws	52
CARES Act	42	Data Room	84
Cash and Cash Equivalents	4	Debt Commitment Letter	54
Chosen Courts	115	Debt Financing	54
Claim	73	Debt Financing Sources	7
Claim Notice	104	Default	7
Closing	21	Definitive Debt Financing Agreements	79
Closing Date	21	DGCL	1
Closing Indebtedness	4	Direct Claim	104
Closing Statement	25	DOD	7
Closing Tax Amount	4	DOE	7
Closing Working Capital	4	DOE Preacquisition Application	7
Code	5	DOE Preacquisition Response	7
Columbia Leases	5	DOE Restricted Cash	4


Sincerely,

MORGAN STANLEY SENIOR FUNDING, INC.

By:	/s/	Joanne Braidi
	Name:	Joanne Braidi
	Title:	Authorized Signatory

BARCLAYS BANK PLC

By:	/s/	Jeremy Hazan
	Name:	Jeremy Hazan
	Title:	Managing Director

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH

By:	/s/	William O'Daly
	Name:	William O'Daly
	Title:	Authorized Signatory

By:	/s/	Andrew Griffin
	Name:	Andrew Griffin
	Title:	Authorized Signatory

CREDIT SUISSE LOAN FUNDING LLC

By:	/s/	Rob Kobre
	Name:	Rob Kobre

ADTALEM GLOBAL EDUCATION INC.

By:	/s/	Michael Randolfi
	Name:	Michael Randolfi
	Title:	Senior Vice President, Chief Financial Officer

Borrower:	Adtalem Global Education Inc., a Delaware corporation (the “Borrower”).

Administrative Agent:	MSSF will act as sole and exclusive administrative agent and collateral agent (in such capacity, the “Administrative Agent”) for a syndicate of banks, financial institutions and institutional lenders reasonably acceptable to the Borrower (excluding any Disqualified Lenders) (together with the Initial Lender, the “Lenders”), and will perform the duties customarily associated with such role.

Joint Bookrunners and Lead Arrangers:	MSSF, Barclays, CSLF and MUFG will act as joint lead arrangers (in such capacities, each a “Lead Arranger”) for the Term/Revolver Facilities and as joint bookrunners for the Facilities, and will perform the duties customarily associated with such roles.

Type and Amount:	A 7-year senior secured term loan facility in an aggregate principal amount of $1,000,000,000 (the “Term Facility”; the loans thereunder, the “Term Loans” and the Lenders in respect thereof, the “Term Facility Lenders”).

Final Maturity and Amortization:	The Term Facility will mature on the date that is seven (7) years after the Closing Date.

	The Term Facility will be repayable in equal quarterly installments, beginning on the last day of the second full fiscal quarter ending after the Closing Date, in annual amounts equal to 1.00% of the original principal amount of the Term Loans, with the unpaid balance being payable on the final maturity date; provided that the Term/Revolver Documentation shall provide the right for the Borrower to extend commitments and/or loans outstanding pursuant to one or more tranches with only the consent of the respective extending Term Facility Lenders and without the consent of any other Lender, it being understood that each Term Facility Lender under the applicable tranche of the Term Facility shall be offered the opportunity to participate in such extension on the same terms and conditions as each other Term Facility Lender under such tranche of the Term Facility (each, a “Term Extension Facility”).

MUFG BANK, LTD.

By:	/s/	Grant Moyer
	Name:	Grant Moyer

Letters of Credit:	Subject to customary defaulting lender provisions, letters of credit under the Revolving Facility in an aggregate amount of $400,000,000 will be issued by the Revolving Facility Lenders (each, an “Issuing Bank”) in U.S. Dollars, Euros, Sterling, Canadian Dollars, Australian Dollars and such other currencies as may be approved by the Administrative Agent and the Issuing Banks (it being understood that the applicable Issuing Bank only shall be required to issue standby letters of credit unless such Issuing Bank agrees otherwise); provided that each Lead Arranger shall be required to issue letters of credit in an amount up to its pro rata share of the letter of credit subfacility limit. Each letter of credit shall expire not later than the earlier of (a) twelve (12) months after its date of issuance and (b) unless cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Issuing Bank have been entered into, the fifth (5^th) Business Day prior to the Revolving Termination Date; provided that any letter of credit may provide for renewal thereof for additional periods of up to twelve (12) months (which shall in no event extend beyond the date referred to in clause (b) above, except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the applicable Issuing Bank). The outstanding amount of any outstanding letter of credit (and, without duplication, any unpaid drawing in respect thereof) will reduce availability under the Revolving Facility on a dollar-for-dollar basis.

	Drawings under any letter of credit shall be reimbursed by the Borrower (whether with its own funds or with the proceeds of Revolving Loans) no later than one (1) Business Day after notice of drawing is delivered. To the extent that the Borrower does not reimburse the applicable Issuing Bank within one (1) Business Day following delivery of such notice, the Revolving Facility Lenders shall be irrevocably obligated to acquire and fund participations in the applicable letter of credit or reimburse the applicable Issuing Bank, pro rata based on their respective Revolving Commitments.

Swingline Loans:	Subject to customary defaulting lender provisions, in connection with the Revolving Facility, the Administrative Agent (or an affiliate thereof) and/or other Revolving Facility Lenders that are reasonably acceptable to the Borrower and the Administrative Agent that agree in writing with the Borrower and the Administrative Agent to provide Swingline Loans on same day notice (each in such capacity, a “Swingline Lender”) will make available to the Borrower a swingline facility under which the Borrower may make short-term borrowings up to an aggregate principal amount of $50,000,000 in U.S. Dollars and Canadian Dollars. Any such swingline borrowings will reduce availability under the Revolving Facility (other than for purposes of calculating the Revolving Facility Commitment Fee) on a dollar-for-dollar basis. Each Revolving Facility Lender shall, promptly upon request by the Swingline Lender, fund to the Swingline Lender its pro rata share of any swingline borrowings.

Use of Proceeds:	The proceeds of the Revolving Loans may be used (a) on the Closing Date (x)(i) to fund any original issue discount or upfront fees imposed in connection with the “market flex” provisions in the Fee Letter, (ii) for purchase price adjustments or equivalent adjustments, (iii) to fund the Acquisition and the Refinancing and to pay fees, costs and expenses related to the Transactions and (iv) to fund working capital needs, provided that amounts in respect of clauses (ii), (iii) and (iv) shall not exceed $100,000,000 and (y) to replace, backstop or cash collateralize existing letters of credit of the Borrower and the Acquired Company, as needed (including by “grandfathering” such existing letters of credit in the Revolving Facility to the extent possible) and (b) after the Closing Date, for general corporate purposes and for any other purpose not prohibited by the Term/Revolver Documentation.

	The Term/Revolver Documentation will permit the Borrower to add one or more incremental term loan facilities to the Term Facility (each, an “Incremental Term Facility”) and/or increase commitments under the Revolving Facility, and/or the Term Facility (any such increase, an “Incremental Increase”) and/or add one or more incremental revolving credit facility tranches (each, an “Incremental Revolving Facility”; the Incremental Term Facilities, the Incremental Increases and the Incremental Revolving Facilities are collectively referred to as “Incremental Facilities”); provided that:

	(i)	the maximum aggregate principal amount of all Incremental Facilities will be no greater than (a) the greater of $465,000,000 and 100% of Consolidated EBITDA (the “Incremental Starter Amount”), plus (b) the aggregate principal amount of all voluntary prepayments, debt buybacks (which shall be credited to the extent of the actual purchase price paid in cash for such loans purchased or retired in connection with such buyback), and payments utilizing the yank-a-bank provisions of the Term Facility, any Incremental Facility and any Incremental Equivalent Debt (as defined below) secured on a pari passu basis with the Term/Revolver Facilities (except to the extent, in each case, in this clause (b), funded with proceeds of incurrences of long-term indebtedness (other than revolving credit facilities)) (together with clause (a), the “Fixed Incremental Amount”, which shall be reduced by any usage under the Incremental Facilities of the Fixed Incremental Amount), plus (c) an additional amount, so long as, in the case of this clause (c) only, the First Lien Net Leverage Ratio (as defined below) as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements have been delivered, on a pro forma basis giving effect to such Incremental Facility (and any related acquisitions or investments or other appropriate pro forma events) (calculated as if all commitments under such Incremental Facilities are fully drawn but excluding the cash proceeds thereof for purposes of calculating such ratio), does not exceed 0.25x above the First Lien Net Leverage Ratio as of the Closing Date on a pro forma basis (the “Ratio Incremental Amount”) (the applicable amount under clause (a), (b) and (c), after taking into account the incurrence of any Incremental Equivalent Debt, the “Incremental Amount”); it being understood that, if the applicable incurrence test is satisfied on a pro forma basis after giving effect to any Incremental Facility, unless the Borrower elects otherwise, in its sole discretion, such Incremental Facility shall be deemed to be incurred under clause (c) regardless of whether there is capacity under clause (a) or (b),

	(ii)	no default or event of default would exist under the Term/Revolver Facilities after giving effect thereto (or, in the case of an incurrence to finance a permitted investment (including permitted acquisitions), no default or event of default shall have occurred and be continuing as of the LCT Test Date or, at the election of the Borrower, the closing of such Incremental Facilities; provided that there shall be no bankruptcy or payment event of default at the time of funding thereof),

	(iii)	the Incremental Facilities (x) will rank pari passu in right of payment and security with the other Term/Revolver Facilities, (y) may not be secured by any assets other than the Collateral (as defined below) and, if guaranteed, may not be guaranteed by any person which is not a Loan Party (as defined below) and (z) will have a final maturity no earlier than the then latest final maturity of the outstanding Term Facility in the case of an Incremental Term Facility or the then latest applicable Revolving Termination Date in the case of an Incremental Revolving Facility; provided that, the Borrower shall be permitted to incur Incremental Increases in an aggregate principal amount not to exceed the greater of $465,000,000 and 100% of Consolidated EBITDA having a maturity date prior to the then latest final maturity of the outstanding Term Facility or then latest applicable Revolving Termination Date, as applicable (such basket, the “Inside Maturity Date Basket”),

	(iv)	subject to the proviso in clause (iii) above, the weighted average life to maturity of any Incremental Term Facility shall be no shorter than the then longest remaining weighted average life of the then outstanding Term Facility as of the date of the determination and any Incremental Revolving Facility will provide for no amortization or mandatory commitment reduction,

	(v)	in the case of an Incremental Increase, such Incremental Increase shall be on the same terms (other than OID and upfront fees) and pursuant to the same documentation applicable to the Term Facility or the Revolving Facility, as applicable,

	(vi)	in the case of any Incremental Term Facility or Incremental Revolving Facility, such Incremental Term Facility or Incremental Revolving Facility shall be on terms and pursuant to documentation to be determined by the Borrower and the lenders providing such Incremental Facilities; provided that, to the extent such terms and documentation are not substantially consistent with, in the case of an Incremental Term Facility, the Term Facility (except to the extent permitted by clause (iii) or (iv) above or clause (vii), (viii) or (xi) below), and in the case of an Incremental Revolving Facility, the Revolving Facility (except to the extent permitted by clause (viii), (x) or (xi) below), they shall be reasonably satisfactory to the Administrative Agent (it being understood that 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/Revolver Facility),

Availability:	The Term Facility will be available to the Borrower in U.S. Dollars in a single drawon the Closing Date. Amounts borrowed under the Term Facility that are repaid or prepaid may not be re-borrowed.

Use of Proceeds:	The proceeds of the Term Facility will be used on the Closing Date, together with any amount drawn under the Revolving Facility (to the extent permitted hereunder), to fund the Acquisition and the Refinancing and to pay fees, costs and expenses related to the Transactions (including accrued and unpaid interest and applicable premiums).

Type and Amount:	A 5-year senior secured revolving credit facility (the “Revolving Facility”; the commitments thereunder, the “Revolving Commitments”; the Lenders in respect thereof, the “Revolving Facility Lenders”) in an aggregate principal amount of $400,000,000. The loans under the Revolving Facility are referred to as the “Revolving Loans” and, together with the Term Loans, the “Loans.”

Availability:	The Revolving Facility shall be available, subject to customary notice periods to be agreed, to the Borrower for borrowings in U.S. Dollars, Euros, Sterling, Canadian Dollars, Australian Dollars and such other currencies as may be approved by the Administrative Agent and the Revolving Facility Lenders on a revolving basis during the period commencing on the Closing Date and ending on the date that is five (5) years after the Closing Date (the “Revolving Termination Date”).

	Loans under the Revolving Facility will be available at any time prior to the final maturity of the Revolving Facility, in minimum principal amounts consistent with the Term/Revolver Documentation Principles (as defined below). Amounts repaid under the Revolving Facility may be reborrowed.

Maturity:	The Revolving Termination Date; provided that the Term/Revolver Documentation shall provide the right for the Borrower to extend commitments and/or loans outstanding pursuant to one or more tranches with only the consent of the respective extending Revolving Facility Lenders and without the consent of any other Lender, it being understood that each Revolving Facility Lender shall be offered the opportunity to participate in such extension on the same terms and conditions as each other Revolving Facility Lender (each, a “Revolving Extension” and, together with any Term Extension Facility, each, an “Extension Facility”).

	(vii)	subject to clauses (iii) and (iv) above, the amortization schedule applicable to any Incremental Term Facility shall be determined by the Borrower and the lenders thereunder,

	(viii)	the all-in yield applicable to any Incremental Term Facility or any Incremental Revolving Facility will be determined by the Borrower and the lenders providing such Incremental Facility; provided, that, for the twelve (12) months following the Closing Date, if the applicable all-in-yield relating to an Incremental Term Loan Facility exceeds the applicable all-in-yield relating to the initial Term Loans by more than 0.50%, the applicable interest rate relating to the initial Term Loans shall be increased by an amount equal to the difference between the all-in-yield with respect to such Incremental Term Loan Facility and the corresponding all-in-yield on the initial Term Loans, minus 0.50% (the “MFN Provision”); provided further that the MFN Provision shall not be in effect following the date that is twelve (12) months after the Closing Date (the “MFN Sunset”),

	(ix)	the representations and warranties in the Term/Revolver Documentation shall be true and correct in all material respects, provided that any representation and warranty that is qualified as to materiality shall be true and correct in all respects (after giving effect to such qualification therein) (provided that, in the case of an Incremental Facility used to finance an investment (including permitted acquisitions), only “specified representations” (conformed as necessary for such investment) shall be required to be true and correct in all material respects, provided that any representation and warranty that is qualified as to materiality shall be true and correct in all respects (after giving effect to such qualification therein)),

	(x)	(A) any Incremental Revolving Facility may provide for the ability to permanently repay and terminate incremental revolving commitments on a pro rata basis or less than a pro rata basis (but not greater than pro rata basis) with other outstanding revolving facilities and (B) any Incremental Term Facility may provide for the ability to participate on a pro rata basis or less than a pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of the term loans under other outstanding Term Facilities, and

	(xi)	any Incremental Facility shall permit Loans to be drawn in U.S. Dollars or in any other currency reasonably acceptable to the Administrative Agent and the lenders thereunder.

	“First Lien Net Leverage Ratio” means the ratio of (i) Total Indebtedness of the Borrower and its restricted subsidiaries on a consolidated basis, which is secured by a lien on any asset of the Borrower or Guarantor and that is not subordinated to the liens on the Collateral securing the Term/Revolver Facilities, minus unrestricted cash and cash equivalents of the Borrower and its restricted subsidiaries as so reflected in accordance with U.S. generally accepted accounting principles (“GAAP”) to (ii) Consolidated EBITDA. In the event that any additional OID or upfront fees are implemented pursuant to the “market flex” provisions of the Fee Letter, any First Lien Net Leverage Ratio tests set forth in the Term Sheet shall be adjusted to account for the additional interest expense or additional indebtedness and to maintain the agreed cushion taking into account such additional interest expense or additional indebtedness.

	The Borrower may in its sole discretion seek commitments in respect of the Incremental Facilities from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and additional banks, financial institutions and other institutional lenders who will become Lenders in connection therewith (in the case of such additional banks, financial institutions and other institutional lenders, subject to the consent of the Administrative Agent, solely to the extent that such consent would be required for an assignment to such Lender, and, in the case of an Incremental Revolving Facility or any Incremental Increase to the Revolving Facility, each Issuing Bank and Swingline Lender, solely to the extent such consent would be required for an assignment to any such Lender under the Revolving Facility (in each case, such consent not to be unreasonably conditioned, withheld or delayed)).

	In addition, the Borrower may, in lieu of adding Incremental Facilities, utilize any part of the available Incremental Amount by issuing or incurring Incremental Equivalent Debt, subject to customary conditions consistent with the Term/Revolver Documentation Principles including, without limitation, to the extent applicable, being subject to an Acceptable Intercreditor Agreement (as defined below); provided that (i) in the case of Incremental Equivalent Debt secured on a junior basis to the Term/Revolver Facilities, in lieu of complying with the maximum First Lien Net Leverage Ratio test set forth in clause (c) of paragraph (i) above, the Borrower shall be required to comply with a pro forma maximum Secured Net Leverage Ratio (as defined below) equal to 0.50x above the Secured Net Leverage Ratio as of the Closing Date and (ii) in the case of unsecured Incremental Equivalent Debt, in lieu of complying with the maximum First Lien Net Leverage Ratio test set forth in clause (c) of paragraph (i) above, the Borrower shall be required to comply with a pro forma maximum Total Net Leverage Ratio equal to 0.50x above the Total Net Leverage Ratio as of the Closing Date.

	If the Borrower incurs indebtedness under an Incremental Facility or Incremental Equivalent Debt using the Fixed Incremental Amount on the same date that it incurs indebtedness using the Ratio Incremental Amount, the First Lien Net Leverage Ratio or other applicable ratio will be calculated without regard to any incurrence of indebtedness under the Fixed Incremental Amount.

	“Incremental Equivalent Debt” means indebtedness in an amount not to exceed the then available Incremental Amount consisting of the issuance of senior secured first lien notes, junior lien loans or notes, subordinated unsecured loans or notes or senior unsecured loans or notes, in each case, issued in a public offering, Rule 144A or other private placement or customary bridge in lieu of the foregoing, or junior lien secured or unsecured “mezzanine” debt; provided that such Incremental Equivalent Debt shall reflect market terms and conditions at the time of incurrence or issuance thereof, in each case, as determined in good faith by the Borrower and shall be subject to the requirements set forth in the first paragraph of this “Incremental Facilities” section, as applicable, except clauses (iii)(x), (v), (vi) and (ix) thereof; provided further, that clauses (iii)(z) and (iv) thereof shall not apply to any bridge facility on customary terms if the long-term indebtedness that such bridge facility is to be converted into satisfies the maturity and amortization restrictions in such clauses and clause (vii) shall only apply to Incremental Equivalent Debt secured by the Collateral on a pari passu basis with the Term/Revolver Facilities.

	“Secured Net Leverage Ratio” means the ratio of (i) Total Indebtedness of the Borrower and its restricted subsidiaries on a consolidated basis, which is secured by a lien on any asset of the Borrower or Guarantor, minus unrestricted cash and cash equivalents of the Borrower and its restricted subsidiaries as so reflected in accordance with GAAP to (ii) Consolidated EBITDA. In the event that any additional OID or upfront fees are implemented pursuant to the “market flex” provisions of the Fee Letter, any Secured Net Leverage Ratio tests set forth in the Term Sheet shall be adjusted to account for the additional interest expense or additional indebtedness and to maintain the agreed cushion taking into account such additional interest expense or additional indebtedness.

	“Total Net Leverage Ratio” means the ratio of (i) Total Indebtedness of the Borrower and its restricted subsidiaries on a consolidated basis, minus unrestricted cash and cash equivalents of the Borrower and its restricted subsidiaries as so reflected in accordance with GAAP to (ii) Consolidated EBITDA. In the event that any additional OID or upfront fees are implemented pursuant to the “market flex” provisions of the Fee Letter, any Total Net Leverage Ratio tests set forth in the Term Sheet shall be adjusted to account for the additional interest expense or additional indebtedness and to maintain the agreed cushion taking into account such additional interest expense or additional indebtedness.

	“Total Indebtedness” means (a) the outstanding principal amount of indebtedness for borrowed money (including any obligations in respect of drawn letters of credit that have not been reimbursed), purchase money indebtedness, capital lease obligations and surety bonds to the extent such surety bonds exceed $85 million in the aggregate and (b) all guarantees with respect to outstanding indebtedness of the types specified in clause (a) of persons other than the Borrower or any subsidiary.

Guarantees:	All present and future obligations and liabilities of the Borrower under (i) the Term/Revolver Facilities, (ii) any interest rate protection, currency exchange or other hedging arrangements entered into with the Administrative Agent, a Lender or any affiliate of the Administrative Agent or a Lender and (iii) any cash management arrangements entered into with the Administrative Agent, a Lender or any affiliate of the Administrative Agent or a Lender, in the case of clauses (ii) and (iii), at the time of the entering into of such arrangements (collectively, the “Borrower Obligations”) will be unconditionally guaranteed jointly and severally (the “Guarantees”) by each of the Borrower’s direct or indirect existing or subsequently organized or acquired wholly-owned restricted subsidiaries that are U.S. Subsidiaries (as defined below) (collectively, the “Guarantors”; the Guarantors, together with the Borrower, the “Loan Parties”), in each case, other than (collectively, the “Excluded Subsidiaries”):

	(a)	any subsidiary (x) that would be prohibited or restricted by applicable law or contract (including any requirement to obtain the consent, approval, license or authorization of any governmental authority or third party, unless such consent, approval, license or authorization has been received, but excluding any restriction in any organizational documents of such subsidiary) so long as (i) in the case of subsidiaries of the Borrower existing on the Closing Date, such contractual obligation is in existence on the Closing Date and not entered into in contemplation thereof and (ii) in the case of subsidiaries of the Borrower acquired after the Closing Date, such contractual obligation is in existence at the time of such acquisition and not entered into in contemplation thereof, or (y) would result in material adverse tax consequences as reasonably determined by the Borrower,

	(b)	any direct or indirect U.S. Subsidiary substantially all of the assets of which consist (directly or indirectly through entities that are treated as a disregarded entities for U.S. federal income tax purposes) of capital stock and/or indebtedness of one or more Non-U.S. Subsidiaries that are “controlled foreign corporations” within the meaning of Section 957 of the Internal Revenue Code of 1986, as amended (a “CFC Holdco”),

	(c)	any U.S. Subsidiary that is a direct or indirect subsidiary of (i) a Non-U.S. Subsidiary or (ii) a CFC Holdco,

	(d)	captive insurance subsidiaries, not-for-profit subsidiaries, special purpose entities (to be defined in a manner consistent with the Term/Revolver Documentation Principles) and immaterial subsidiaries (to be defined in a manner consistent with the Term/Revolver Documentation Principles),

	(e)	any restricted subsidiary acquired with pre-existing indebtedness permitted to remain outstanding under the Term/Revolver Documentation (to the extent such Guarantee would be prohibited by or require consent pursuant to the terms of such indebtedness), and

	(f)	any subsidiary to the extent that the burden or cost of providing a Guarantee outweighs the benefit afforded thereby as reasonably determined by the Borrower and the Administrative Agent;

	provided that subsidiaries that are not “eligible contract participants” shall not guarantee swap obligations to the extent not permitted by the Commodity Exchange Act, or any regulation thereunder, by virtue of such subsidiary failing to constitute an “eligible contract participant.” For the avoidance of doubt, entities with respect to which the Borrower, directly or indirectly, owns 50% or less of the voting equity interests will not be subsidiaries of the Borrower.

	For purposes of the Term/Revolver Documentation, (a) “U.S. Subsidiary” means any direct or indirect subsidiary of the Borrower organized under the laws of the United States, any state thereof or the District of Columbia and (b) “Non-U.S. Subsidiary” means any direct or indirect subsidiary of the Borrower that is not a U.S. Subsidiary.

Security:	Subject in all respects to the Limited Conditionality Provision, the Borrower Obligations and the obligations of each Guarantor under the Guarantees will be secured by, subject to certain permitted liens, a first priority perfected security interest in substantially all of the present and after-acquired assets of the Borrower and each Guarantor (collectively, the “Collateral”), including but not limited to: (a) a perfected pledge of all of the capital stock of the Borrower and each Guarantor, (b) a perfected pledge of all the capital stock directly held by the Borrower or any Guarantor in any wholly-owned restricted subsidiary (which pledge, in the case of the capital stock of any Non-U.S. Subsidiary or CFC Holdco shall be limited to 65% of the capital stock of such subsidiary or CFC Holdco, as the case may be) and (c) perfected security interests (subject to certain permitted liens and customary exceptions and any other liens permitted to remain outstanding pursuant to the terms of the Acquisition Agreement) in, and mortgages on, substantially all other tangible and intangible assets of the Borrower and each Guarantor (including without limitation accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property, fee owned real property, material intercompany notes and proceeds of the foregoing).

	Notwithstanding the foregoing,

(a)	the Collateral shall not include the following (collectively, “Excluded Assets”):

	(i)	any fee owned real property with a fair market value, individually, not in excess of $50,000,000, any real property leasehold rights and interests (it being understood there shall be no requirement to obtain any landlord or other third party waivers, estoppels or collateral access letters) or any fixtures affixed to any real property to the extent (A) such real property does not constitute Collateral and (B) a security interest in such fixtures may not be perfected by a UCC-1 financing statement in the jurisdiction of organization of the applicable Borrower or Guarantor,

	(ii)	motor vehicles, aircraft and other assets subject to certificates of title and immaterial commercial tort claims,

		(iii)	letter of credit rights (other than to the extent consisting of supporting obligations that can be perfected solely by the filing of a Uniform Commercial Code financing statement (it being understood that no actions shall be required to perfect a security interest in letter of credit rights other than filing of a Uniform Commercial Code financing statement)),

		(iv)	any governmental licenses or state or local franchises, charters and authorizations, to the extent a security interest in any such license, franchise, charter or authorization is prohibited or restricted thereby (excluding any prohibition or restriction that is ineffective under the Uniform Commercial Code),

		(v)	pledges and security interests prohibited or restricted by applicable law, rule or regulation (including any requirement to obtain the consent of any governmental authority, regulatory authority or third party unless such consent has been obtained),

		(vi)	(A) margin stock and (B) equity interests in joint ventures and non-wholly-owned subsidiaries (except to the extent not prohibited by contract or organizational documents),

		(vii)	any lease, license or agreement, or any property subject to a purchase money security interest, capital lease obligation or similar arrangement, in each case, to the extent that a grant of a security interest therein to secure the Term/Revolver Facilities would violate or invalidate such lease, license or agreement or purchase money or similar arrangement or create a right of termination in favor of any other party thereto (other than the Borrower or a restricted subsidiary) after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code notwithstanding such prohibition,

		(viii)	any assets to the extent a security interest in such assets would result in material adverse tax consequences as reasonably determined by the Borrower in consultation with the Administrative Agent,

		(ix)	any intent-to-use application trademark application prior to the filing, and acceptance by the U.S. Patent and Trademark Office, of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law,

		(x)	assets where the cost of obtaining a security interest therein is excessive in relation to the practical benefit to the lenders afforded thereby as reasonably determined between the Borrower and the Administrative Agent,

		(xi)	any acquired property (including property acquired through acquisition or merger of another entity) if at the time of such acquisition the granting of a security interest therein or the pledge thereof is prohibited by any contract or other agreement (in each case, not created in contemplation thereof) to the extent and for so long as such contract or other agreement prohibits such security interest or pledge,

		(xii)	the capital stock of (A) captive insurance subsidiaries, (B) not-for-profit subsidiaries, (C) special purpose entities, (D) unrestricted subsidiaries and (E) immaterial subsidiaries, and

		(xiii)	other exceptions to be mutually agreed upon;

	(b)	no actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction shall be required in order to create any security interests in any Collateral or to perfect any security interest in such Collateral, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction, including with respect to foreign intellectual property);

	(c)	other than in respect of certain debt owing to the Loan Parties (if applicable) and certificated equity interests of any Guarantor and wholly-owned restricted subsidiaries otherwise required to be pledged, perfection through control agreements or perfection by “control” shall not be required with respect to any Collateral (including deposit accounts and other bank or securities accounts, etc.); and

	(d)	perfection by possession of immaterial notes and other evidence of immaterial indebtedness shall not be required with respect to any Collateral.

Mandatory Prepayments:	Term Loans shall be prepaid with the following:

	(a)	50% of Excess Cash Flow (to be defined in a manner consistent with the Term/Revolver Documentation Principles) for each fiscal year of the Borrower (commencing with the first full fiscal year ending after the Closing Date) (“Excess Cash Flow Sweep”), with step-downs to 25% and 0% based upon achievement of First Lien Net Leverage Ratio levels of 0.50x less than the First Lien Net Leverage Ratio as of the Closing Date and 1.00x less than the First Lien Net Leverage Ratio as of the Closing Date, respectively (the “Excess Cash Flow Step-downs”); provided that any such Excess Cash Flow prepayments shall be required only to the extent by which the amount of the prepayment exceeds $75,000,000 (the “Excess Cash Flow Sweep Threshold”);

	(b)	100% (with step-downs to 50% and 0% based upon achievement of First Lien Net Leverage Ratio levels of 0.50x less than the First Lien Net Leverage Ratio as of the Closing Date and 1.00x less than the First Lien Net Leverage Ratio as of the Closing Date, respectively (the “Asset Sale Sweep Step-downs”)) of the net cash proceeds of all non-ordinary course asset sales or other dispositions of property by the Borrower and its restricted subsidiaries (including casualty insurance and condemnation proceeds), but with exceptions for sales of inventory, ordinary course dispositions, dispositions of obsolete or worn-out property, property no longer used or useful in the business and other exceptions to be set forth in the Term/Revolver Documentation in excess of $75,000,000 (with only the amount in excess of such limit required to be offered to prepay) (the “Asset Sale Prepayment Amount”) and subject to the right of the Borrower to reinvest or commit to reinvest such proceeds within 24 months (or, if a binding commitment has been made, 30 months) (the “Reinvestment Period”); and

	(c)	100% of the net cash proceeds of issuances or incurrences of debt obligations of the Borrower, any Guarantor or any restricted subsidiary of the Borrower or any Guarantor (except the net cash proceeds of any permitted debt or Refinancing Debt).

	Mandatory prepayments of the Term Loans shall be applied to the scheduled installments of principal as directed by the Borrower or, in the absence of any direction, in direct order of maturity of remaining amortization payments. Mandatory prepayments shall be applied pro rata among classes of term loans to the extent secured by the Collateral on a pari passu basis, except that (i) the Borrower may direct that any proceeds of Refinancing Debt shall be applied to the class or classes of term loans to be refinanced as selected by the Borrower and (ii) any Incremental Term Facility and any Refinancing Facility may participate in mandatory prepayments on a pro rata or less than pro rata basis. Mandatory prepayments under clauses (a) and (b) above may be applied ratably to prepay or offer to purchase any first lien secured indebtedness if required under the terms of the applicable documentation governing such first lien secured indebtedness.

	All prepayments referred to in clauses (a) and (b) above are subject to there being no materially adverse tax consequences as reasonably determined by the Borrower (which, for the avoidance of doubt, includes, but is not limited to, any prepayment whereby doing so the Borrower and its restricted subsidiaries would incur a material tax liability (taking into account any foreign tax credit or benefit that would be realized in connection with such repatriation), including a tax dividend, deemed dividend pursuant to Section 956 of the Internal Revenue Code or a withholding tax) and to permissibility under (i) local law (e.g., financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant subsidiaries) and (ii) material constituent document restrictions (including as a result of minority ownership by third parties) and other material agreements (so long as any prohibition is not created in contemplation of such prepayment), with excess cash flow being allocated among subsidiaries in various jurisdictions in a manner to be agreed in the Term/Revolver Documentation; provided that U.S. Subsidiaries of the Borrower shall be entitled to reduce excess cash flow pursuant to this sentence by the foreign subsidiaries’ portion of excess cash flow in any fiscal year. The non-application of any prepayment amounts as a consequence of the foregoing provisions will not, for the avoidance of doubt, constitute a default or an event of default, and such amounts shall be available for working capital purposes of the Borrower and its restricted subsidiaries as long as not required to be prepaid in accordance with the following provisions. The Borrower and its restricted subsidiaries will undertake to use commercially reasonable efforts for one year to overcome or eliminate any such restrictions (subject to the considerations above and as determined in the Borrower’s reasonable business judgment) to make the relevant prepayment. Notwithstanding the foregoing, any prepayments required after application of the above provision shall be net of any costs, expenses or taxes incurred by the Borrower or any of its affiliates and arising as a result of compliance with the preceding sentence.

	Any Term Facility Lender may elect not to accept any mandatory prepayment (except with respect to Term Loans being refinanced with Refinancing Debt) (each such Lender, a “Declining Lender”). Any prepayment amount declined by the Lenders (each, a “Declined Amount”) may be retained by the Borrower and shall increase the Available Amount Basket (as defined below).

	The loans under the Revolving Facility shall be prepaid and letters of credit cash collateralized to the extent such extensions of credit exceed the amount of the commitments under the Revolving Facility.

Voluntary Prepayments:	Voluntary prepayments of borrowings under the Term/Revolver Facilities will be permitted at any time (subject to customary notice requirements and the section labeled “Prepayment Premium” below), in minimum principal amounts consistent with the Term/Revolver Documentation Principles and without premium or penalty, subject to reimbursement of the Lenders’ actual redeployment costs in the case of a prepayment of Adjusted LIBOR borrowings prior to the last day of the relevant interest period. All voluntary prepayments will be applied to the remaining amortization payments or to any class or classes of loans (including as between the initial Term Loans and classes of extended loans under any Term Extension Facility or classes of loans under any Incremental Facilities or Refinancing Facilities) as directed by the Borrower (and absent such direction, pro rata among classes in direct order of maturity thereof).

Prepayment Premium:	The Borrower shall pay a “prepayment premium” in connection with any Repricing Event (as defined below) with respect to all or any portion of Term Loans that occurs within six (6) months of the Closing Date, in an amount equal to 1.0% of the principal amount of Term Loans subject to such Repricing Event. The term “Repricing Event” shall mean (i) any prepayment or repayment of Term Loans substantially concurrently with the proceeds of, or any conversion of Term Loans into, any new or replacement tranche of term loans the primary purpose of which is to lower the “effective” interest rate applicable to Term Loans so prepaid (whether in the form of interest rate margins, OID, upfront fees or coupon) and (ii) any amendment to the Term Loan Facility the primary purpose of which is to reduce the “effective” interest rate (whether in the form of interest rate margins, OID, upfront fees or coupon) applicable to Term Loans (in each case, with original issue discount and upfront fees, which shall be deemed to constitute like amounts of original issue discount, being equated to interest margins in a manner consistent with generally accepted financial practice based on an assumed four-year life to maturity), including any mandatory assignment in connection therewith with respect to each Lender that refuses to consent to such amendment; provided that a Repricing Event shall not include any amendment, prepayment, repayment or repricing made in connection with a change of control, initial public offering or a Transformative Acquisition. For purposes of the foregoing, “Transformative Acquisition” shall mean any acquisition or investment by the Borrower or any restricted subsidiary that is either (a) not permitted by the terms of the Term/Revolver Documentation immediately prior to the consummation of such acquisition or investment or (b) if permitted by the terms of the Term/Revolver Documentation immediately prior to the consummation of such acquisition or investment, would not provide the Borrower and its restricted subsidiaries with adequate flexibility under the Term/Revolver Documentation for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower acting in good faith.

Term/Revolver Documentation:	The definitive documentation for the Term/Revolver Facilities (the “Term/Revolver Documentation”) shall initially be prepared by counsel to the Borrower and shall be consistent with this Term Sheet and shall contain only those amortization payments, conditions to borrowing, mandatory prepayments, representations, warranties, financial, affirmative and negative covenants and events of default expressly set forth in this Term Sheet (subject only to the exercise of any “market flex” expressly provided in the Fee Letter) applicable to the Borrower, the Guarantors and the restricted subsidiaries of the Borrower or the Guarantors and shall: (i) reflect the operational and strategic requirements of the Borrower, the Guarantors and the respective subsidiaries of the Borrower and the Guarantors in light of their size, industries and practices, matters disclosed in the Acquisition Agreement (including the schedules thereto), cash flow, leverage and proposed business plan, (ii) be negotiated in good faith to finalize the Term/Revolver Documentation giving effect to the Limited Conditionality Provision, (iii) be no less favorable (except as expressly set forth in this Annex B) to the Borrower, the Guarantors and their respective subsidiaries than a precedent to be mutually agreed between the Borrower and the Administrative Agent (the “Identified Precedent”), with customary modifications reflecting changes in law and the administrative, operational and agency requirements of the Administrative Agent and modifications to reflect the industry of the Borrower and its subsidiaries (including Title IV and other regulatory and legal matters), and (iv) unless otherwise described herein, include standards, qualifications, thresholds, exceptions, “baskets” and grace and cure periods consistent with the foregoing (together, the “Term/Revolver Documentation Principles”). Notwithstanding the foregoing, all leases of the Borrower, the Guarantors and the respective restricted subsidiaries of the Borrower or each Guarantor that are or would be treated as operating leases for purposes of GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update shall be accounted for as operating leases for purposes of the defined financial terms, including “Capital Lease Obligations” under the Term/Revolver Documentation regardless of any change to GAAP following such date which would otherwise require such leases to be treated as capital leases; provided that financial reporting shall not be affected thereby.

	For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including any leverage ratio or the amount of Consolidated EBITDA), such financial ratio or test shall be calculated at the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be, and no default or event of default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be.

	With respect to any amount incurred or transaction entered into (or consummated) in reliance on a provision of the Term/Revolver Documentation that does not require compliance with a financial ratio or test (any such amount, a “Fixed Amount”) substantially concurrently with any amount incurred or transaction entered into (or consummated) in reliance on a provision of the Term/Revolver Documentation that requires compliance with a financial ratio or test (including any leverage ratio or the amount of Consolidated EBITDA) (any such amount, an “Incurrence-Based Amount”), it is understood and agreed that any Fixed Amount shall be disregarded in the calculation of the financial ratio or test applicable to any substantially concurrent utilization of the Incurrence-Based Amount.

	In addition, the Term/Revolver Documentation will authorize and require the Administrative Agent to enter into (a) if applicable, any intercreditor agreement in the form attached as an exhibit to the Term/Revolver Documentation with such modifications thereto as may be reasonably acceptable to the Administrative Agent, (b) any intercreditor agreement the terms of which are consistent with market terms governing security arrangements for the sharing of liens or arrangements relating to the distribution of payments, as applicable, at the time the intercreditor agreement is proposed to be established in light of the type of indebtedness subject thereto or (c) another intercreditor agreement the terms of which are reasonably satisfactory to the Administrative Agent (any such intercreditor agreement, an “Acceptable Intercreditor Agreement”).

Representations and Warranties:	Limited to the following (to be applicable to the Borrower, the Guarantors and the restricted subsidiaries of the Borrower and each Guarantor): organization; existence, qualification and power; execution, enforceability and delivery of the Term/Revolver Documentation; compliance with laws; authorization; no violation of or conflict with applicable law, organizational documents or material agreements; governmental authorization and other material third party consents; binding effect; financial statements and projections; no Material Adverse Effect (as defined below); litigation; labor matters; ownership of property; environmental matters; taxes; ERISA compliance; subsidiaries; margin regulations; Investment Company Act; accuracy of disclosure as of the Closing Date (to be consistent with the “10b-5” representation set forth in the Commitment Letter); intellectual property; solvency at closing; creation, validity, perfection and priority of security interests in the Collateral (subject to customary permitted liens and the Limited Conditionality Provision); status of senior debt (if applicable); no default; insurance; affected financial institutions; FCPA; OFAC; and Patriot Act, subject, in the case of each of the foregoing representations and warranties, to qualifications and limitations for materiality consistent with the Term/Revolver Documentation Principles and in all respects limited on the Closing Date to the Specified Acquisition Agreement Representations and the Specified Representations.

	“Material Adverse Effect” means (1) on the Closing Date, an Acquisition Agreement Material Adverse Effect (as defined in the Conditions Annex) and (2) after the Closing Date (a) a material adverse effect on the business, assets, financial condition or results of operations of the Borrower, the Guarantors and their respective restricted subsidiaries, taken as a whole, (b) a material adverse effect on the rights and remedies of the Lenders, the Swingline Lender, the Issuing Lenders and the Administrative Agent, taken as a whole, under any Term/Revolver Documentation or (c) a material adverse effect on the ability of the Loan Parties (taken as a whole) to perform their payment obligations under the Term/Revolver Documentation.

Conditions Precedent to Initial Borrowing:	The availability of the Facilities on the Closing Date will be subject solely to those conditions precedent set forth in Section 3 of the Commitment Letter and in the Conditions Annex.

On-Going Revolving Facility Conditions Precedent:	The making of each Loan or the issuance of a letter of credit after the Closing Date under the Revolving Facility, except as set forth above for Incremental Facilities, shall be conditioned solely upon (a) the accuracy in all material respects of all representations and warranties in the Term/Revolver Documentation; provided that any representation and warranty that is qualified as to materiality shall be true and correct in all respects (after giving effect to such qualification therein), (b) there being no default or event of default in existence at the time of, or after giving effect to the making of, such extension of credit, and (c) delivery of a customary borrowing notice.

Affirmative Covenants:	Limited to the following (except as provided in the following sentence, to be applicable to the Borrower and its restricted subsidiaries): delivery of quarterly and annual consolidated financial statements of the Borrower (accompanied, in the case of annual financial statements, by an audit opinion from a nationally recognized accounting firm that is not subject to qualification as to the scope of such audit, but that may contain a “going concern” statement that is solely due to the impending maturity of any Incremental Equivalent Debt or the Facilities (including, for the avoidance of doubt, any Incremental Facility, Refinancing Debt and Extension Facility) scheduled to occur within one year, or any prospective or actual default of any financial covenant); annual budgets; lender calls; customary MD&A; use of commercially reasonable efforts to obtain and maintain public ratings; certificates; notices; payment of taxes; preservation of existence; maintenance of properties; maintenance of insurance; compliance with laws (including OFAC, FCPA and other anti-terrorism/anti-corruption laws and sanctions); books and records; inspection rights; covenant to guarantee obligations and give security; designation of subsidiaries; further assurances as to security; and use of proceeds, subject, in the case of each of the foregoing covenants, to exceptions and qualifications consistent with the Term/Revolver Documentation Principles.

Negative Covenants:	Consistent with the Term/Revolver Documentation Principles and limited to the following (to be applicable to the Borrower and the restricted subsidiaries of the Borrower): incurrence based limitations on the incurrence of debt; liens, restricted payments, fundamental changes, asset sales, investments (including acquisitions), lines of business, burdensome agreements, prepayment of junior lien indebtedness or unsecured debt that is contractually subordinated to the Facilities in right of payment (such indebtedness, “Junior Indebtedness”) or amendments to debt documents governing such Junior Indebtedness or organizational documents, in each case, to the extent such amendments are materially adverse to the applicable Lenders, transactions with affiliates above an agreed-upon threshold, further negative pledges with respect to the Collateral securing the Facilities, limitations on distributions by subsidiaries, limitations on dividends or distributions on, or redemptions of, the Borrower’s capital stock and changes in fiscal year; in the case of each of the foregoing covenants subject to the exceptions set forth below and other exceptions, qualifications and, as appropriate, baskets to be agreed upon consistent with the Term/Revolver Documentation Principles.

	The negative covenants will be subject, in the case of each of the foregoing covenants to exceptions, qualifications and “baskets” to be set forth in the Term/Revolver Documentation, including (x) baskets to be based on the greater of an amount to be mutually agreed and a corresponding percentage of Consolidated EBITDA (with certain exceptions) and (y) an “Available Amount Basket”, that will be built by, among other things, (a) an amount equal to the greater of $125,000,000 and 26% of Consolidated EBITDA (the “Available Amount Starter Basket”), plus (b), if positive, 50% of cumulative consolidated net income (taken as a single period), plus (c) the cash proceeds of new public or private equity issuances of the Borrower (other than disqualified stock), plus (d) capital contributions to the Borrower made in cash, cash equivalents or property (at the fair market value thereof) (other than disqualified stock), plus (e) the net cash proceeds of debt and disqualified equity of the Borrower and its restricted subsidiaries, in each case, issued after the Closing Date, which have been exchanged or converted into qualified equity of the Borrower, plus (f) the net cash proceeds to the Borrower and its restricted subsidiaries of sales of investments made using the Available Amount Basket, plus (g) returns, profits, distributions and similar amounts received in cash or cash equivalents by the Borrower and its restricted subsidiaries made using the Available Amount Basket on investments, plus (h) the investments of the Borrower and its restricted subsidiaries made using the Available Amount Basket in any unrestricted subsidiary that has been re-designated as a restricted subsidiary or that has been merged or consolidated with or into the Borrower or any of its restricted subsidiaries (up to the fair market value of the investments of the Borrower and its restricted subsidiaries in such unrestricted subsidiary at the time of such re-designation or merger or consolidation), plus (i) Declined Amounts, plus (j) net proceeds of non-ordinary course asset sales to the extent such asset sale proceeds are excepted from the related mandatory prepayment provision as a result of the leverage-based stepdowns (the “Retained Asset Sale Proceeds”). The Available Amount Basket may be used for investments, restricted payments and the prepayment, repurchase or redemption of Junior Indebtedness; provided that the use of the Available Amount Basket for restricted payments, investments or the prepayment, repurchase or redemption of Junior Indebtedness shall be subject to the absence of any continuing event of default and subject to the requirement that the Borrower can incur $1 of unsecured Ratio Debt.

	The Term/Revolver Documentation will contain exceptions to the covenants consistent with the Term/Revolver Documentation Principles and will include, without limitation:

	Asset sales (a) on an unlimited basis permitted subject to (i) at least 75% of the proceeds in excess of $40,000,000 per transaction and $60,000,000 per fiscal year to consist of cash or cash equivalents (subject to customary exceptions to the cash consideration requirement to be set forth in the Term/Revolver Documentation, including the ability to dispose of assets in exchange for similar assets or assets beneficial to the business of the Borrower, the Guarantors and their respective subsidiaries), (b) a basket for non-cash consideration in an amount up to the greater of $100,000,000 and 21% of Consolidated EBITDA (that may be designated as cash consideration), (ii) receiving fair market value (as determined by the Borrower in good faith), and (iii) a requirement that the net cash proceeds of asset sales be applied in accordance with “Mandatory Prepayments” above (without limiting the reinvestment rights applicable thereto) and (c) a general basket in an aggregate amount per fiscal year not to exceed the greater of $106,000,000 and 22% of Consolidated EBITDA (the “General Asset Sale Basket”).

	Sale/Leaseback transactions in an amount not to exceed the greater of $100,000,000 and 21% of Consolidated EBITDA.

	Acquisitions permitted (“Permitted Acquisitions”) so long as (i) there is no event of default and the Borrower shall be in pro forma compliance with the Financial Covenant as of the LCT Test Date or, at the election of the Borrower, the closing of such acquisition (subject to customary “Sungard” conditionality), (ii) the acquired entity or assets are in the same or generally related, complementary or ancillary lines of business as the Borrower, the Guarantors and their respective restricted subsidiaries and (iii) the acquired entity and its subsidiaries (subject to limitations in “Guarantees” and “Security” above) will become Guarantors and pledge their Collateral to the Administrative Agent, and subject to a limit to be agreed on acquisitions of entities that will not become Guarantors or assets that will not constitute Collateral in an amount not to exceed $150,000,000 (as reduced by any amount of investments in restricted subsidiaries that are not Guarantors pursuant to clause (iii) of the second following paragraph, the “Non-Guarantor Investment Cap”).

	Dividends/distributions exceptions to include (i) a basket for dividends/distributions funded with qualified equity proceeds that do not increase the Available Amount Basket (to the extent not otherwise applied for Junior Indebtedness prepayments), (ii) unlimited restricted payments so long as the pro forma Total Net Leverage Ratio does not exceed 0.50x less than the Total Net Leverage Ratio as of the Closing Date, subject to the absence of any continuing event of default (the “Incurrence-Based Restricted Payment Basket”), (iii) a shared general basket in an amount of the greater of $150,000,000 and 32% of Consolidated EBITDA, which amounts may be used for prepayments of Junior Indebtedness, subject to the absence of any continuing event of default (the “Shared Restricted Payments Basket”) and (iv) to the extent constituting a restricted payment, the consummation of the Transactions.

	Investment exceptions to include (i) a general basket for investments in an outstanding amount not to exceed the greater of $200,000,000 and 43% of Consolidated EBITDA, subject to the absence of any continuing event of default (the “General Investments Basket”), (ii) investments in joint ventures in an outstanding amount not to exceed the greater of $100,000,000 and 21% of Consolidated EBITDA, subject to the absence of any continuing event of default, (iii) unlimited intercompany investments among the Borrower, the Guarantors and their respective restricted subsidiaries (including intercompany loans), reorganizations and other similar activities (with a shared cap on such investments in restricted subsidiaries that are not Guarantors not to exceed the Non-Guarantor Investment Cap), (iv) investments in unrestricted subsidiaries in an outstanding amount not to exceed the greater of $100,000,000 and 21% of Consolidated EBITDA, (v) a carve out for loans and advances to officers and directors, members of management and consultants made in connection with such person’s purchase of the equity interests of the Borrower, (vi) an exception for unlimited investments, so long as the pro forma Total Net Leverage Ratio is equal to or less than 0.25x less than the Total Net Leverage Ratio as of the Closing Date and the absence of any continuing event of default (the “Incurrence-Based Investments Basket”) and (vi) a basket for investments funded with qualified equity proceeds or consideration paid in equity that does not build the Available Amount Basket.

	Lien exceptions to include (i) liens securing the Incremental Facilities, Incremental Equivalent Debt and Refinancing Debt, (ii) liens securing permitted purchase money indebtedness and capital leases, (iii) liens securing Ratio Debt and other indebtedness or obligations of the Borrower and Guarantors (“Ratio Liens”) subject to (x) with respect to indebtedness that is secured by liens on the Collateral that are pari passu in right of security with the Term/Revolver Facilities or by liens on assets that do not constitute Collateral, pro forma compliance with a maximum First Lien Net Leverage Ratio equal to 0.25x above than the First Lien Net Leverage Ratio as of the Closing Date and (y) with respect to indebtedness that is secured by liens on the Collateral that are junior in right of security with the Term/Revolver Facilities, pro forma compliance with a maximum Secured Net Leverage Ratio equal to 0.50x above the Secured Net Leverage Ratio as of the Closing Date, in each case, subject to an Acceptable Intercreditor Agreement, (iv) a general basket of at least the greater of $465,000,000 and 100% of Consolidated EBITDA, which cannot be secured on a pari passu basis with the Term/Revolver Facilities (the “General Lien Basket”), (v) an additional basket not to exceed $35,000,000, which can be secured on a pari passu basis with the Term/Revolver Facilities and (vi) liens securing pension obligations that arise in the ordinary course of business.