Covetrus SC 13E3 Going private transaction | CVET 30 Jun 22

Exhibit (b)(1)

Execution Version


DEUTSCHE BANK AG NEW YORK BRANCH DEUTSCHE BANK SECURITIES INC. 1 Columbus Circle New York, New York 10019		UBS AG, STAMFORD BRANCH 600 Washington Boulevard Stamford, Connecticut 06901 UBS SECURITIES LLC 1285 Avenue of the Americas New York, New York 10019

BANK OF MONTREAL BMO CAPITAL MARKETS CORP. 151 West 42nd Street New York, New York 10036		MIZUHO BANK, LTD. 1271 Avenue of the Americas New York, New York 10020

CONFIDENTIAL

May 24, 2022

Corgi BidCo, Inc.

c/o Clayton, Dubilier & Rice

375 Park Avenue, 18th Floor

New York, New York 10152

Attention: Michael G. Babiarz

and

c/o TPG Capital, L.P.

345 California Street

San Francisco, California 94104

Attention: Spencer Stenmark

Project Corgi

Commitment Letter

Ladies and Gentlemen:

You have advised us that Corgi BidCo, Inc., a newly formed Delaware corporation (“AcquisitionCo” or “you”), formed at the direction of Clayton, Dubilier & Rice, LLC (“CD&R”) and TPG Capital, L.P. (“TPG” and, together with their respective affiliates, the “Sponsors”), intends to acquire (the “Acquisition”), directly or indirectly, all of the issued and outstanding equity interests of the entity previously identified to us by you as “Corgi” (the “Target”) pursuant to the Acquisition Agreement (as defined in Exhibit A hereto). You have further advised Deutsche Bank Securities Inc. (“DBSI”), Deutsche Bank AG New York Branch (“DBNY” and, together with DBSI, “DB”), UBS AG, Stamford Branch (“UBS AG”), UBS Securities LLC (“UBS Securities” and, together with UBS AG, “UBS”), Bank of Montreal (“BMO”), BMO Capital Markets Corp. (“BMOCM” and together with BMO, “BofM”) and Mizuho Bank Ltd. (“Mizuho”

and, together with DB, UBS, BofM and any Additional Committing Lenders (as defined below), the “Committed Bank Lenders”; the Committed Bank Lenders together with any Sponsor Relationship Lender (as defined in the Fee Letter (as defined below)), the “Committed Lenders”, “we” or “us”) that, in connection with the foregoing, you intend to consummate the other Transactions described in the Transaction Description attached hereto as Exhibit A (the “Transaction Description”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Transaction Description, the Summaries of Principal Terms and Conditions attached hereto as Exhibit B (the “First Lien Facilities Term Sheet”) and Exhibit C (the “Second Lien Facility Term Sheet”; together with the First Lien Facilities Term Sheet, the “Term Sheets”) and the Summary of Additional Conditions attached hereto as Exhibit D (the “Summary of Additional Conditions”; together with this commitment letter, the Transaction Description and the Term Sheets, collectively, the “Commitment Letter”).

You have further advised each of the Committed Lenders that, in connection therewith, it is intended that the financing for the Transactions will include (a) the first lien secured credit facilities (the “First Lien Facilities”) described in the First Lien Facilities Term Sheet, in an aggregate principal amount of up to $1,825.0 million (plus, at AcquisitionCo’s option pursuant to the terms of the Fee Letter, the amount of any First Lien Term Loan Flex Increase (as defined in the Fee Letter)), consisting of (x) a $1,525.0 million (plus, at AcquisitionCo’s option pursuant to the terms of the Fee Letter, the amount of any First Lien Term Loan Flex Increase) first lien secured term loan facility (the “First Lien Term Loan Facility”) and (y) a $300.0 million first lien secured cash flow-based revolving credit facility (the “First Lien Revolving Facility”), and (b) a $425.0 million (plus, at AcquisitionCo’s option pursuant to the terms of the Fee Letter, the amount of any Second Lien Flex Increase (as defined in the Fee Letter)) second lien secured term loan facility (the “Second Lien Facility”) described in the Second Lien Facility Term Sheet. The First Lien Facilities and the Second Lien Facility are each individually referred to herein as a “Facility” and collectively referred to herein as the “Facilities”. As used herein, the term “Closing Date” shall mean the date of the initial funding under the Facilities to finance the Transactions.

In connection with the foregoing, each of DBNY, UBS AG, BMO and Mizuho is pleased to advise you of its several, but not joint, commitment to provide, and each hereby commits to provide, 25% of the First Lien Facilities (including without limitation, any First Lien Term Loan Flex Increase) and each of UBS AG, DBNY, BMO and Mizuho is pleased to advise you of its several, but not joint, commitment to provide, and each hereby commits to provide, 25% of the Second Lien Facility (including without limitation, any Second Lien Flex Increase), in each case, subject only to the conditions expressly set forth in the second sentence of the Funding Conditions Provision (as defined below), in the Summary of Additional Conditions and, as applicable, (solely in the case of the First Lien Facilities) under the heading “Conditions Precedent to Initial Extensions of Credit” in the First Lien Facilities Term Sheet, and (solely in the case of the Second Lien Facility) under the heading “Conditions Precedent to Initial Extension of Credit” in the Second Lien Facility Term Sheet.

It is agreed that:

(i) DBSI, UBS Securities, BMOCM and Mizuho will act as joint lead arrangers and joint bookrunners for the First Lien Facilities (in such capacity, the “Lead First Lien Facilities Arrangers”), and

(ii) UBS Securities, DBSI, BMOCM and Mizuho will act as joint lead arrangers and joint bookrunners for the Second Lien Facility (in such capacity, the “Lead Second Lien Facility Arrangers”; together with the Lead First Lien Facilities Arrangers, the “Lead Arrangers”);

provided, however, that (i) DBSI shall have “left” placement in any and all marketing materials or other documentation used in connection with the First Lien Facilities and shall hold the leading role, rights and responsibilities conventionally associated with such “left” placement, including maintaining sole “physical books” in respect of the First Lien Facilities and (ii) UBS Securities shall have “left” placement in any and all marketing materials or other documentation used in connection with the Second Lien Facility and shall hold the leading role, rights and responsibilities conventionally associated with such “left” placement, including maintaining sole “physical books” in respect of the Second Lien Facility.

You may, on or prior to the date that is 15 business days after the date of this Commitment Letter, appoint additional agents, co-agents, lead arrangers, bookrunners, managers or arrangers (any such agent, co-agent, lead arranger, bookrunner, manager or arranger, an “Additional Committing Lender”) or confer other titles in respect of any Facility in a manner and with economics determined by you in consultation with the Lead Arrangers party hereto as of the date hereof (it being understood that, to the extent you appoint Additional Committing Lenders or confer other titles in respect of any Facility, (x) except in the case of the Second Lien Facility, if commitments with respect to an Alternate Second Lien Facility (as defined below) shall have been, or shall substantially concurrently be, entered into among you and one or more financial institutions, each such Additional Committing Lender will assume a portion of the commitments of each Facility (other than, with respect to the Second Lien Facility, Sponsor Relationship Lender commitments pursuant to the Preferential Allocation (as defined in the Fee Letter)) on a pro rata basis (and the commitments of the Committed Lenders party hereto as of the date hereof with respect to such portion will be reduced ratably) and (y) the economics allocated to the Committed Lenders party hereto as of the date hereof in respect of the relevant Facilities will be reduced ratably by the amount of the economics allocated to such appointed entities upon the execution by such financial institution of customary joinder documentation and, thereafter, each such financial institution shall constitute a “Committed Lender” hereunder and under the Fee Letter); provided that (i) fees will be allocated to each such appointed entity on a pro rata basis in respect of the commitments it is assuming or on such other basis as you and the Lead Arrangers party hereto as of the date hereof may agree and (ii) except in the case of the Second Lien Facility, if commitments with respect to an Alternate Second Lien Facility shall have been, or shall substantially concurrently be, entered into among you and one or more financial

institutions, in no event shall the Lead Arrangers party hereto as of the date hereof be entitled to less than 60% of the economics of the relevant Facility (excluding, with respect to the Second Lien Facility, any economics allocated to Sponsor Relationship Lenders pursuant to the Preferential Allocation). No compensation (other than that expressly contemplated by this Commitment Letter and the Fee Letter and other than in connection with any additional appointments referred to above and other than in connection with Sponsor Relationship Lender commitments) will be paid to any Lender in connection with the Facilities unless you and the “lead left” Lead Arranger in respect of the applicable Facility so agree; provided that such additional compensation may not be paid to such “lead left” Lead Arranger or any of its affiliates without the consent of the other Committed Bank Lenders.

Notwithstanding anything to the contrary contained herein, (x) you may, on or prior to the date that is 20 business days after the date of this Commitment Letter, arrange to have one or more financial institutions or investors commit to provide financing (whether secured on a pari passu lien basis with the Second Lien Facility, a junior basis or unsecured) in lieu of all or a portion of the Second Lien Facility (notwithstanding a willingness on the part of a Committed Lender to provide the Second Lien Facility or such financing in lieu of the Second Lien Facility) (such in lieu facility, the “Alternate Second Lien Facility” and your right to arrange to have one or more other financial institutions commit to provide the Alternate Second Lien Facility in lieu of the Second Lien Facility, the “Alternate Second Lien Facility Option”) and (y) if you exercise the Alternate Second Lien Facility Option in part, following a reduction pursuant to the final sentence of this paragraph, the remaining commitments of the Committed Lenders in respect of the Second Lien Facility shall not be less than $150.0 million; provided that (w) any such Alternate Second Lien Facility shall have a final maturity date not earlier than 91 days after the First Lien Term Loan Maturity Date (as defined in Exhibit B hereto), (x) no Alternate Second Lien Facility shall have any scheduled amortization until all amounts outstanding under the First Lien Term Loan Facility have been paid in full, (y) (i) such Alternate Second Lien Facility shall be secured by a lien on a junior basis to the First Lien Facilities pursuant to an intercreditor agreement with terms consistent with the Intercreditor Agreement and (ii) in the case that the Alternate Second Lien Facility is exercised in respect of a portion of the Second Lien Facility, such Alternate Second Lien Facility shall be secured by a lien on a pari passu basis with the Second Lien Facility pursuant to an intercreditor agreement with terms consistent with the Intercreditor Agreement and (z) if any such Alternate Second Lien Facility contains a financial maintenance covenant, such financial maintenance covenant is also included in the First Lien Facilities Documentation (as defined in Exhibit B hereto) for the benefit of the First Lien Lenders (as defined in Exhibit B hereto). You shall promptly notify the “lead left” Lead Second Lien Facility Arrangers, on behalf of the Committed Lenders, upon entering into commitments with respect to any Alternate Second Lien Facility. Upon providing the notice referred to in the immediately preceding sentence, you shall have no further obligations hereunder or under the Fee Letter with respect to the amount of the Second Lien Facility equal to the amount of commitments obtained in respect of the Alternate Second Lien Facility (including with respect to the payment of the Second Lien Underwriting Fee (as defined in the Fee Letter) (other than the Initial Second Lien

Underwriting Fee (as defined in the Fee Letter)) or the Second Lien Upfront Fee (as defined in the Fee Letter)) and the Committed Lenders commitments with respect to the Second Lien Facility in an amount equal to the aggregate amount of commitments obtained with respect to such Alternate Second Lien Facility shall immediately and irrevocably terminate.

The Committed Bank Lenders reserve the right, prior to or after the execution of definitive documentation for the Facilities (which we agree will be initially drafted by your counsel), to syndicate all or a portion of the Committed Bank Lenders’ commitments hereunder to a group of financial institutions (together with the Committed Bank Lenders, the “Lenders”) identified by the Committed Bank Lenders in consultation with you and reasonably acceptable to them and you (in the case of the First Lien Term Loan Facility and the Second Lien Facility, such consent not to be unreasonably withheld, and in the case of the First Lien Revolving Facility, such consent not to be unreasonably withheld for an assignment to a Commercial Bank (as defined in Exhibit B hereto)), it being understood that the Committed Bank Lenders will not syndicate to those persons identified by you or either Sponsor in writing to the Committed Bank Lenders (or to their affiliates so designated in writing) on or prior to the date hereof or to any competitors of the Target or its subsidiaries or to any affiliates of such competitors, or to any person whose principal investment strategy is investing in distressed debt or the pursuance of loan-to-own strategies and that is identified from time to time in writing by either Borrower (as defined in Exhibit B hereto) or either Sponsor to the applicable Administrative Agent (such persons, collectively, the “Disqualified Institutions”) (provided that, on or after the Closing Date, either Borrower may designate additional entities with the consent of the applicable Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed)); provided that, notwithstanding each Committed Bank Lender’s right to syndicate the Facilities and receive commitments with respect thereto, it is agreed that any syndication, assignment or receipt of commitments in respect of all or any portion of a Committed Bank Lender’s commitments hereunder prior to the initial funding under the Facilities shall not be a condition to such Committed Bank Lender’s commitments nor reduce such Committed Bank Lender’s commitments hereunder with respect to any of the Facilities (provided, however, that, notwithstanding the foregoing, assignments of a Committed Bank Lender’s commitments, which are effective simultaneously with the funding of such commitments by the assignee, shall be permitted) and, unless you otherwise agree in writing, each Committed Bank Lender shall retain exclusive control over all rights and obligations with respect to its commitments, including all rights with respect to consents, modifications, waivers and amendments, until the Closing Date has occurred. Without limiting your obligations to assist with syndication efforts as set forth below, it is understood that the Committed Bank Lenders’ commitments hereunder are not subject to or conditioned on the syndication of the Facilities. The Committed Bank Lenders intend to commence syndication efforts promptly upon the execution of this Commitment Letter and as part of their syndication efforts, it is their intent to have Lenders commit to the Facilities prior to the Closing Date (subject to the limitations set forth in the second preceding sentence). You agree actively to assist the Committed Bank Lenders (and to use your commercially reasonable efforts to cause the Sponsors and, to the extent practicable, appropriate and not in contravention

of the terms of the Acquisition Agreement, the Target to actively assist the Committed Bank Lenders) in completing a timely syndication that is reasonably satisfactory to them and you. Such assistance shall be limited to, until the earlier to occur of (i) a Successful Syndication (as defined in the Fee Letter) and (ii) 30 days after the Closing Date, your using commercially reasonable efforts to (a) ensure that any syndication efforts benefit from the existing lending and investment banking relationships of you, the Sponsors and, to the extent practicable, appropriate and not in contravention of the terms of the Acquisition Agreement, the Target, (b) facilitate direct contact between appropriate members of senior management, representatives and advisors of you and the Sponsors, on the one hand, and the proposed Lenders, on the other hand (and your using commercially reasonable efforts, to the extent practicable, appropriate and not in contravention of the terms of the Acquisition Agreement, to provide contact between senior management, representatives and advisors of the Target, on the one hand, and the proposed Lenders, on the other hand), in all such cases at times mutually agreed upon, (c) assist, and your using commercially reasonable efforts, to the extent practicable, appropriate and not in contravention of the terms of the Acquisition Agreement, to cause the Target to assist, in the preparation of a customary confidential information memorandum for the Facilities (the “Confidential Information Memorandum”) and other customary and reasonably available marketing materials to be used in connection with the syndications (all of which shall be in form substantially similar to confidential information memoranda and marketing materials prepared by companies sponsored by the Sponsors) and your using commercially reasonable efforts to provide such Confidential Information Memorandum (other than the portions thereof customarily provided by financing arrangers, and limited, in the case of information relating to the Target and its subsidiaries, to Required Information (as defined in the Acquisition Agreement)) to us no less than 10 consecutive business days prior to the Closing Date (or such shorter period reasonably acceptable to the Lead Arrangers) (provided that (i) if such 10 consecutive business day period shall not have ended on or prior to August 19, 2022, then such 10 consecutive business day period shall not commence prior to September 6, 2022 and (ii) if such 10 consecutive business day period shall not have ended on or prior to December 22, 2022, then such 10 consecutive business day period shall not commence prior to January 3, 2023), (d) prior to the launch of syndication, procure a public corporate credit rating and a public corporate family rating (but in each case, no specific rating) in respect of the Borrowers from Standard & Poor’s Ratings Services (“S&P”) and Moody’s Investors Service, Inc. (“Moody’s”), respectively, and procure public ratings (but no specific ratings) for each of the First Lien Term Loan Facility and the Second Lien Facility from each of S&P and Moody’s, (e) host, with the Committed Bank Lenders, no more than one meeting to be mutually agreed upon of prospective Lenders at a time and location to be mutually agreed upon (it being understood that any such meeting may take place via videoconference or web conference) and (f) to the extent practicable, appropriate and not in contravention of the terms of the Acquisition Agreement, ensure that there shall be no competing issues of debt securities or syndicated credit facilities of Holdings (as defined in Exhibit A hereto), the Company, AcquisitionCo, the Target or any of their respective subsidiaries being offered, placed or arranged (other than (x) prior to the Closing Date, any Alternate Second Lien Facility, any replacements, extensions and renewals of existing indebtedness that matures prior to the date that is 60 days following the Expiration Date (as defined

below), short-term working capital facilities, capital leases, purchase money indebtedness and equipment financings, in each case, entered into in the ordinary course of business, other indebtedness to be mutually agreed and any other indebtedness of the Target or its subsidiaries permitted to be incurred pursuant to the Acquisition Agreement and (y) following the Closing Date, any indebtedness permitted to be incurred under the Facilities Documentation (as defined below) (other than any Incremental First Lien Facilities (as defined in Exhibit B hereto) and any Incremental Second Lien Facility (as defined in Exhibit C hereto), including any in-lieu indebtedness in respect thereof and any other indebtedness incurred pursuant to a ratio incurrence test) if the offering, placement or arrangement of such debt securities or syndicated credit facilities would have, in the reasonable judgment of Lead Arrangers holding at least a majority of the commitments hereunder, a detrimental effect upon the primary syndication of the Facilities. For the avoidance of doubt, you will not be required to provide any information (x) to the extent that the provision thereof could reasonably be expected to violate any attorney-client privilege, law, rule or regulation or any fiduciary duty or obligation of confidentiality (not created in contemplation hereof) binding upon, or waive any privilege that may be asserted by, you, the Sponsors, the Target or your or their respective affiliates (provided that in the case of any confidentiality obligation binding on you or your affiliates, you shall use commercially reasonable efforts to notify us, to the extent feasible, if any such information that we have specifically identified and requested is being withheld as a result of any such obligation of confidentiality and shall use commercially reasonable efforts to disclose such information in a manner that does not breach such confidentiality obligations or such attorney-client privilege) or (y) that consists of trade secrets, customer-specific data or competitively sensitive information of the Target or its subsidiaries that is not required to be provided pursuant to the Acquisition Agreement. Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter, but without limiting your obligations to assist with syndication efforts as set forth herein, it is understood that none of the foregoing obligations set forth in this paragraph, including, without limitation, the commencement or completion of the syndication of the Facilities or the obtaining of ratings or your compliance with your obligations to assist with syndication efforts as set forth herein shall constitute a condition to the availability of the Facilities on the Closing Date or at any time thereafter.

The Lead Arrangers will, in consultation with you, manage all aspects of any syndication of the Facilities, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate (which institutions shall be reasonably acceptable to you), the allocation of the commitments among the Lenders and the amount and distribution of fees among the Lenders. To assist the Lead Arrangers in their syndication efforts, you agree promptly to provide (and to use commercially reasonable efforts to cause the Sponsors and, to the extent practicable, appropriate and not in contravention of the terms of the Acquisition Agreement, the Target to provide) to the Committed Bank Lenders all customary and reasonably available information with respect to you, the Sponsors, the Target and its subsidiaries and the Transactions, including all financial information and projections (such projections, together with any financial estimates,

budgets, forecasts and other forward-looking information, the “Projections”), as the Committed Bank Lenders may reasonably request in connection with the structuring, arrangement and syndication of the Facilities. You hereby represent and warrant that (with respect to information relating to the Target and its subsidiaries and their respective businesses to your knowledge), (a) all written information and written data of the Target and its subsidiaries and their respective businesses other than the Projections and information of a general economic or general industry nature (the “Information”) that has been or will be made available to the Committed Bank Lenders by or on behalf of you or any of your representatives, taken as a whole, does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements thereto) and (b) the Projections in the Confidential Information Memorandum have been or will be prepared in good faith based upon assumptions that you believe to be reasonable at the time delivered by you based on information provided by you, the Sponsors, the Target and your and their respective representatives; it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are subject to significant uncertainties and contingencies, many of which are beyond your control, that no assurance can be given that any particular Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material and are not a guarantee of performance. You agree that if, at any time prior to the Closing Date and, thereafter, until the earlier to occur of (i) a Successful Syndication and (ii) 30 days after the Closing Date, you become aware that any of the representations in the preceding sentence would be incorrect (to your knowledge with respect to information relating to the Target and its subsidiaries and their respective businesses) in any material respect if the Information and Projections were being furnished, and such representations were being made, at such time, then you will use commercially reasonable efforts to promptly supplement the Information and the Projections so that such representations will be correct (to your knowledge with respect to information relating to the Target and its subsidiaries and their respective businesses) in all material respects under those circumstances, it being understood in each case that such supplementation shall cure any breach of such representations and warranties. In arranging and syndicating the Facilities, the Committed Bank Lenders will be entitled to use and rely primarily on the Information and the Projections without responsibility for independent verification thereof. Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter, none of the making of any representation or warranty under this paragraph, any supplement thereto, or the accuracy of any such representation or warranty shall constitute a condition precedent to the availability and initial funding of the Facilities on the Closing Date.

Notwithstanding anything herein to the contrary, the only financial statements that shall be required to be provided to the Committed Lenders or the Lead Arrangers in connection with the syndication of the Facilities shall be those required to be delivered pursuant to paragraph 5 of the Summary of Additional Conditions.

You hereby acknowledge that (a) the Committed Bank Lenders will make available on a confidential basis Information and Projections to the proposed syndicate of Lenders by posting such Information and Projections on IntraLinks, SyndTrak Online, Debtdomain or similar electronic means to be used in connection with the syndication of each Facility and (b) certain of the Lenders (each, a “Public Lender”) may wish to receive only information and documentation that (i) is publicly available (or could be derived from publicly available information), (ii) is not material with respect to you, the Target or your or its respective subsidiaries or securities for purposes of United States federal and state securities laws or (iii) constitutes information of a type that would be publicly available if you or the Target were a public reporting company (in each case, as determined by you in good faith, which determination shall be conclusive) (collectively, the “Public Side Information”). If reasonably requested by the Committed Bank Lenders, you will use commercially reasonable efforts to assist the Committed Bank Lenders, and will use commercially reasonable efforts, to the extent practicable, appropriate and not in contravention of the terms of the Acquisition Agreement, to cause the Target to assist us, in preparing a customary additional version of the Confidential Information Memorandum to be used by Public Lenders. The information to be included in the additional version of the Confidential Information Memorandum will contain only Public Side Information. It is understood that in connection with your assistance described above, an authorization letter, in form substantially similar to authorization letters delivered by companies sponsored by the Sponsors, will be included in any Confidential Information Memorandum, which letter authorizes the distribution of the Confidential Information Memorandum to prospective Lenders, containing a representation to the Lead Arrangers that the public-side version contains only Public Side Information (and, in each case, a “10b-5” representation to the Lead Arrangers customary for companies sponsored by the Sponsors), which Confidential Information Memorandum shall exculpate you, the Sponsors, the Target and your and their respective affiliates and us and our affiliates with respect to any liability related to the use of the Confidential Information Memorandum or any related marketing material by the recipients thereof. You agree to use commercially reasonable efforts to identify that portion of the Information that may be distributed to the Public Lenders as “PUBLIC”, which, at the minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof. You agree that by your marking such materials “PUBLIC”, you shall be deemed to have authorized the Lead Arrangers (subject to the confidentiality and other provisions of this Commitment Letter) to treat such materials as information that is Public Side Information (it being understood that you shall not be under any obligation to mark any particular portion of the Information as “PUBLIC”). You agree that, subject to the confidentiality and other provisions of this Commitment Letter, the Lead Arrangers on your behalf may distribute the following documents to all prospective lenders in the form provided to you and to your counsel a reasonable time prior to their distribution, unless you or your counsel advise the Lead Arrangers in writing (including by email) within a reasonable time prior to their intended distribution that such material should only be distributed to prospective lenders that are not Public Lenders (each, a “Private Lender”): (a) the Term Sheets; (b) drafts and final definitive documentation with respect to the Facilities (excluding, if applicable, any specifically identified schedules thereof); (c) administrative materials prepared by the Committed Bank Lenders for prospective

Lenders (such as a lender meeting invitation, allocations and funding and closing memoranda); and (d) notification of changes in the terms of the Facilities. If you advise the Committed Bank Lenders that any of the foregoing items should be distributed only to Private Lenders, then none of the Lead Arrangers and the Committed Bank Lenders will distribute such materials to Public Lenders without your consent.

As consideration for the commitments of the Committed Lenders hereunder and their agreement to perform the services described herein, you agree to pay (or cause to be paid) the fees set forth in the Term Sheets and in the Fee Letter dated as of the date hereof and delivered herewith with respect to the Facilities (the “Fee Letter”). Once paid, such fees shall not be refundable under any circumstances.

The commitments of the Committed Lenders hereunder and their agreement to perform the services described herein and the initial funding under the Facilities on the Closing Date are subject solely to the conditions expressly set forth in the next sentence of this paragraph, in the Summary of Additional Conditions and, as applicable, (solely in the case of the First Lien Facilities) under the heading “Conditions Precedent to Initial Extensions of Credit” in the First Lien Facilities Term Sheet and (solely in the case of the Second Lien Facility) under the heading “Conditions Precedent to Initial Extension of Credit” in the Second Lien Facility Term Sheet. In addition to the immediately preceding sentence, the commitments of the Committed Lenders hereunder and the initial funding under the Facilities on the Closing Date are subject solely to the execution (as applicable) and delivery by the Borrowers, the Guarantors (as defined in the relevant Term Sheets) and the officers thereof, as the case may be, of definitive First Lien Facilities Documentation and Second Lien Facility Documentation (as defined in Exhibit C hereto), as applicable (collectively, the “Facilities Documentation”), customary closing certificates (including customary evidences of authority, charter documents and customary officers’ incumbency certificates), customary lien searches reasonably requested by the First Lien Administrative Agent (as defined in Exhibit B hereto) at least 30 days prior to the Closing Date and customary legal opinions with respect to the Facilities, in each case consistent with this Commitment Letter and the Fee Letter; provided that, notwithstanding anything in this Commitment Letter, the Fee Letter, the Facilities Documentation or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) the only representations and warranties the making of which shall be a condition to the availability of the Facilities on the Closing Date shall be (A) the Specified Representations (as defined below) and (B) the representations and warranties relating to the Target and its subsidiaries made by the Target in the Acquisition Agreement as are material to the interests of the Lenders (in their capacities as such), but only to the extent that you (and any of your affiliates that is a party to the Acquisition Agreement) have the right to terminate your (and their) obligations under the Acquisition Agreement (or otherwise decline to consummate the Acquisition), in each case, without liability to any of you, the Sponsors or any of your or their respective affiliates as a result of a breach of such representations and warranties in such agreement (the “Company Representations”), (ii) the terms of the Facilities Documentation shall be in a form such that they do not impair the availability of the Facilities on the Closing Date if the conditions expressly set forth in this sentence, in the

Summary of Additional Conditions and, as applicable, (solely in the case of the First Lien Facilities) under the heading “Conditions Precedent to Initial Extensions of Credit” in the First Lien Facilities Term Sheet and (solely in the case of the Second Lien Facility) under the heading “Conditions to Initial Extensions of Credit” in the Second Lien Facility Term Sheet are satisfied or waived, and (iii) to the extent any lien search, insurance certificate and/or Collateral (as defined in Exhibit B hereto) or any security interest therein (other than (x) the pledge and perfection of security interests in the pledged certificated stock of wholly-owned U.S.-organized entities (including the delivery of such share certificates (if any)) to the extent required under the First Lien Facilities Term Sheet; provided that stock certificates, if any, of the Target and its subsidiaries will only be required to be delivered on the Closing Date to the extent received by you from the Target, so long as you have used commercially reasonable and safe efforts to obtain them on the Closing Date and (y) other assets pursuant to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code) is not provided on the Closing Date after your use of commercially reasonable efforts to do so, the delivery of such lien search, insurance certificate and/or Collateral (and perfection of security interests therein) shall not constitute a condition precedent to the availability of the Facilities on the Closing Date but shall be required to be delivered and perfected after the Closing Date (and in any event, in the case of the pledge and perfection of Collateral not otherwise required on the Closing Date, within 90 days after the Closing Date plus any extensions granted by the First Lien Administrative Agent in its sole discretion (which shall automatically also be deemed an extension by the Second Lien Administrative Agent)) pursuant to arrangements to be mutually agreed. For purposes hereof, “Specified Representations” means the representations and warranties made by the Borrowers in the Facilities Documentation and set forth in the Term Sheets relating to: corporate or other organizational existence; power and authority related to entry into and performance of the Facilities Documentation; the due authorization, execution, delivery and enforceability of the Facilities Documentation; the incurrence of the loans, the provision of guarantees and the granting of security interests, as applicable, contemplated herein not violating the constitutional documents of the Borrowers and, to the extent applicable, the Guarantors; solvency of the Company and its subsidiaries on a consolidated basis on the Closing Date after giving effect to the Transactions (solvency to be defined in a manner consistent with the solvency definition set forth in Annex I to Exhibit D hereto); creation, validity and perfection of security interests in the collateral to be perfected on the Closing Date (subject to the foregoing provisions of this paragraph relating to Collateral); U.S. Federal Reserve margin regulations; the use of loan proceeds not violating the PATRIOT Act; and the U.S. Investment Company Act. There shall be no conditions (implied or otherwise) to the commitments of the Committed Lenders hereunder, including compliance with the terms of this Commitment Letter, the Fee Letter or the Facilities Documentation, other than those expressly stated to be conditions to the initial funding under the Facilities on the Closing Date in the second sentence of this paragraph, in the Summary of Additional Conditions and, as applicable, (solely in the case of the First Lien Facilities) under the heading “Conditions Precedent to Initial Extensions of Credit” in the First Lien Facilities Term Sheet and (solely in the case of the Second Lien Facility) under the heading “Conditions Precedent to Initial Extension of Credit” in the Second Lien Facility Term Sheet. Without limiting the conditions precedent provided herein to

funding the consummation of the Acquisition with the proceeds of the Facilities, the Lead Arrangers will cooperate with you as reasonably requested in coordinating the timing and procedures for the funding of the Facilities in a manner consistent with the Acquisition Agreement. This paragraph is referred to as the “Funding Conditions Provision”.

You agree (a) to indemnify and hold harmless the First Lien Administrative Agent, the Second Lien Administrative Agent (as defined in Exhibit C hereto; together with the First Lien Administrative Agent, the “Administrative Agents”), the Lead Arrangers, each of the Committed Lenders and their respective affiliates and controlling persons and the respective officers, directors, employees, agents, members and successors of each of the foregoing, but excluding (x) any of the foregoing in its capacity, if applicable, as financial advisor to the Target or any of its direct or indirect equity holders or affiliates in connection with the Transactions (each, a “Sell-Side Advisor”) and any Related Person (as defined below) of such Sell-Side Advisor in such capacity, (y) any of the foregoing in its capacity, if applicable, as a Private Equity Affiliate (as defined below) in connection with the Transactions and any Related Person of such Private Equity Affiliate in such capacity and (z) any Investor (as defined in Exhibit A hereto) in its capacity as such and any Related Person of such Investor in such capacity (each, other than such excluded parties, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and expenses, joint or several, of any kind or nature whatsoever to which such Indemnified Person may become subject arising out of or in connection with this Commitment Letter, the Fee Letter, the Transactions, the Facilities or any related transaction or any claim, litigation, investigation or proceeding, actual or threatened, relating to any of the foregoing (any of the foregoing, a “Proceeding”), regardless of whether such Indemnified Person is a party thereto and whether or not such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse such Indemnified Person within 30 days after receipt of a written request together with reasonably detailed backup documentation for any reasonable, documented and invoiced out-of-pocket legal expenses of one firm of counsel for all Indemnified Persons and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for all Indemnified Persons (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs you of such conflict and thereafter, after receipt of your consent (which shall not be unreasonably withheld), retains its own counsel, of another firm of counsel for such affected Indemnified Person) and other reasonable, documented and invoiced out-of-pocket expenses incurred in connection with investigating or defending any of the foregoing; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or expenses (i) to the extent they have resulted from the willful misconduct, bad faith or gross negligence of such Indemnified Person or any Related Person of such Indemnified Person (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) to the extent arising from a material breach of the obligations of such Indemnified Person or any Related Person of such Indemnified Person under this Commitment Letter or the Facilities Documentation (as determined by a court of competent jurisdiction in a final non-appealable decision), (iii) arising out of, or in connection with, any Proceeding that does not arise from an act or omission by you or any of your affiliates and that is brought by an Indemnified Person

against any other Indemnified Person other than any Proceeding against the relevant Indemnified Person in its capacity or in fulfilling its role as an agent, arranger or similar role under any of the Facilities or (iv) to the extent they have resulted from any agreement governing any settlement that is effected without your prior written consent (which consent shall not be unreasonably withheld) and (b) to reimburse the Committed Lenders from time to time, upon presentation of a summary statement, for all reasonable, documented and invoiced out-of-pocket expenses (including, but not limited to, expenses of the Committed Lenders’ due diligence investigation (and with respect to third-party diligence expenses, to the extent any such expenses have been previously approved by you, such approval not to be unreasonably withheld), syndication expenses and reasonable, documented and invoiced fees, disbursements and other charges of counsel to each Administrative Agent identified in the Term Sheets and, for the avoidance of doubt, not of counsel to any Committed Lender or Lead Arranger individually and of a single local counsel to the Administrative Agents in each relevant material jurisdiction, except allocated costs of in-house counsel), in each case incurred by the Committed Lenders in connection with the Facilities and the preparation of this Commitment Letter, the Fee Letter and the Facilities Documentation (collectively, the “Expenses”); provided that, except as set forth in the Fee Letter, you shall not be required to reimburse any of the Expenses in the event the Closing Date does not occur. Notwithstanding any other provision of this Commitment Letter, (i) no Indemnified Person or any other party hereto (or their respective affiliates and representatives) shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems (including IntraLinks, SyndTrak Online or Debtdomain), except to the extent such damages have resulted from the willful misconduct, bad faith or gross negligence of such Indemnified Person or any Related Person of such Indemnified Person or such other party, affiliate or representative (as determined by a court of competent jurisdiction in a final and non-appealable decision), and (ii) none of you, the Sponsors, any Investor, the Target or any Indemnified Person shall be liable for any indirect, special, punitive or consequential damages in connection with your or their activities related to the Facilities or this Commitment Letter; provided that nothing contained in this clause (ii) shall limit your indemnity or reimbursement obligations to the extent such indirect, special, punitive or consequential damages are included in any third-party claim in connection with which such Indemnified Person is entitled to indemnification hereunder. For purposes hereof, a “Related Person” of an Indemnified Person (or any Sell-Side Advisor, Private Equity Affiliate or Investor) means, if such Indemnified Person (or such Sell-Side Advisor, Private Equity Affiliate or Investor) is an Administrative Agent, a Lead Arranger or a Committed Lender or any of its affiliates and controlling persons, or any of its or their respective officers, directors, employees, agents, members and successors, any of such Administrative Agent, Lead Arranger or Committed Lender and its affiliates and controlling persons, or any of its or their respective officers, directors, employees, agents, members and successors.

Your indemnity and reimbursement obligations hereunder will be in addition to any liability which you may otherwise have and will be binding upon and inure to the benefit of any of your successors and assigns and the Indemnified Persons (and not of any other person).

You acknowledge that the Committed Lenders and their affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other persons in respect of which you, the Sponsors, the Target and your and their respective affiliates may have conflicting interests regarding the transactions described herein and otherwise. Neither the Committed Lenders nor any of their affiliates will use confidential information obtained from or on behalf of you, the Sponsors or the Target by virtue of the transactions contemplated by this Commitment Letter or their other relationships with you in connection with the performance by them of services for other persons, and neither the Committed Lenders nor any of their affiliates will furnish any such information to other persons. You also acknowledge that neither the Committed Lenders nor any of their affiliates have any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained by them from other persons.

Each of the parties hereto acknowledges that DB (or an affiliate thereof), UBS and Mizuho (or one of its affiliates) have been retained by you (or one of your affiliates) as financial advisors (in such capacity, the “Buy-Side Financial Advisors”) in connection with the Acquisition. Each of the parties hereto agrees to such retention, and further agrees not to assert any claim it might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from the engagement of the Buy-Side Financial Advisors, on the one hand, and our and our affiliates’ relationships with you as described and referred to herein, on the other.

As you know, each Committed Bank Lender, together with its affiliates, is a full service securities firm engaged, either directly or through its affiliates, in various activities, including securities trading, commodities trading, investment management, research, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, the Committed Bank Lenders and their respective affiliates may actively engage in commodities trading or trade the debt and equity securities (or related derivative securities) and financial instruments (including bank loans and other obligations) of you, the Sponsors, the Target and other companies that may be the subject of the arrangements contemplated by this Commitment Letter for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities. Each Committed Bank Lender and its affiliates may also co-invest with, make direct investments in and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of you, the Sponsors, the Target or other companies that may be the subject of the arrangements contemplated by this Commitment Letter or engage in commodities trading with any thereof.

The Committed Lenders and their respective affiliates may have economic interests that conflict with those of the Target and you. You agree that the Committed Lenders will act under this Commitment Letter as independent contractors and that nothing in this Commitment Letter or the Fee Letter or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty

between the Committed Lenders or any of their respective affiliates and you, the Sponsors and the Target, your and their respective equity holders or your and their respective affiliates with respect to the transactions contemplated by this Commitment Letter and the Fee Letter. You acknowledge and agree that (i) the transactions contemplated by this Commitment Letter and the Fee Letter are arm’s-length commercial transactions between the Committed Lenders and their respective affiliates, on the one hand, and you and the Sponsors, on the other, (ii) in connection therewith and with the process leading to such transactions, each Committed Lender and its applicable affiliates (as the case may be) is acting solely as a principal and not as agents or fiduciaries of you, the Sponsors, your and their respective management, equity holders, creditors or any other person, (iii) the Committed Lenders and their applicable affiliates (as the case may be) have not assumed an advisory or fiduciary responsibility or any other obligation in favor of you with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Committed Lenders or any of their respective affiliates have advised or are currently advising you, the Sponsors or the Target on other matters), except the obligations expressly set forth in this Commitment Letter and the Fee Letter and (iv) you have consulted your own legal and financial advisors to the extent you deemed appropriate. You further acknowledge and agree that you are responsible for making your own independent judgment with respect to such transactions and the process leading thereto. Please note that the Committed Lenders and their affiliates do not provide tax, accounting or legal advice. You hereby waive and release any claims that you may have against the Committed Lenders (in their capacity as such) and their applicable affiliates (as the case may be) with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transactions contemplated by this Commitment Letter. It is understood that this paragraph shall not apply to or modify or otherwise affect any arrangement with any Sell-Side Advisor, or any financial advisor separately retained by you, the Sponsors, the Target or any of your or their respective affiliates in connection with the Transactions, in its capacity as such.

This Commitment Letter and the commitments hereunder shall not be assignable by you (other than to a Borrower, or to one or more other entities established in connection with the Transactions organized in the United States, any state thereof or the District of Columbia and controlled by the Sponsors, with all obligations and liabilities of AcquisitionCo hereunder being assumed by such Borrower or such other entity or entities upon the effectiveness of such assignment) without the prior written consent (which may be through electronic means) of the Committed Lenders, not to be unreasonably withheld (and any attempted assignment without such consent shall be null and void), are intended to be solely for the benefit of the parties hereto (and the Sponsors and the Indemnified Persons), are not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and the Sponsors and the Indemnified Persons) and are not intended to create a fiduciary relationship among the parties hereto. Any provision of this Commitment Letter that provides for, requires or otherwise contemplates any consent, approval, agreement, determination or consultation by you (or any Borrower referred to in any Term Sheet) on or prior to the Closing Date, shall also be construed as providing for, requiring or otherwise contemplating consent, approval, agreement, determination or consultation by the Sponsors (unless the Sponsors otherwise

notify the parties hereto). This Commitment Letter and the commitments hereunder shall not be assignable by any Committed Lender without the prior written consent of AcquisitionCo, except in accordance with the 5^th or 7^th paragraph of this Commitment Letter or pursuant to the next sentence. Any and all obligations of, and services to be provided by, the Committed Lenders hereunder (including, without limitation, their commitments) may be performed and any and all rights of the Committed Lenders hereunder may be exercised by or through any of their affiliates or branches; provided that with respect to the commitments, any assignments thereof to an affiliate will not relieve the Committed Lenders from any of their obligations hereunder unless and until such affiliate shall have funded the portion of the commitment so assigned. This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by each of the Committed Lenders and you. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission, e-mail or other electronic transmission (e.g., a “pdf”, “tiff” or DocuSign) shall be effective as delivery of a manually executed counterpart hereof. For purposes hereof, the words “execution,” “execute,” “executed,” “signed,” “signature” and words of like import shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formulations on electronic platforms, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transaction Act. This Commitment Letter and the Fee Letter (i) are the only agreements that have been entered into among the parties hereto with respect to the Facilities and (ii) supersede all prior understandings, whether written or oral, among us with respect to the Facilities and set forth the entire understanding of the parties hereto with respect thereto.

Each of the parties hereto agrees that (i) this Commitment Letter is a binding and enforceable agreement (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law)) with respect to the subject matter contained herein, including an agreement to negotiate in good faith the Facilities Documentation by the parties hereto in a manner consistent with this Commitment Letter for the purpose of executing and delivering the Facilities Documentation substantially simultaneously with the closing of the Acquisition, it being acknowledged and agreed that the funding of the Facilities is subject to the applicable conditions precedent set forth in the second sentence of the Funding Conditions Provision and in Exhibit D of the Commitment Letter and (ii) the Fee Letter is a binding and enforceable agreement (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law)) of the parties thereto with respect to the subject matter set forth therein.

THIS COMMITMENT LETTER AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION; PROVIDED THAT, NOTWITHSTANDING THE FOREGOING TO THE CONTRARY, IT IS UNDERSTOOD AND AGREED THAT ANY DETERMINATIONS AS TO (A) WHETHER ANY REPRESENTATIONS AND WARRANTIES MADE BY OR ON BEHALF OF, OR WITH RESPECT TO, THE TARGET OR ANY OF ITS SUBSIDIARIES IN THE ACQUISITION AGREEMENT HAVE BEEN BREACHED, (B) WHETHER YOU (AND ANY OF YOUR AFFILIATES THAT IS A PARTY TO THE ACQUISITION AGREEMENT) CAN TERMINATE YOUR (AND THEIR) OBLIGATIONS UNDER THE ACQUISITION AGREEMENT (OR OTHERWISE DECLINE TO CONSUMMATE THE ACQUISITION), IN EACH CASE, WITHOUT LIABILITY TO ANY OF YOU, THE SPONSORS OR ANY OF YOUR OR THEIR RESPECTIVE AFFILIATES, (C) WHETHER A COMPANY MATERIAL ADVERSE EFFECT (AS DEFINED IN THE ACQUISITION AGREEMENT) HAS OCCURRED, AND (D) WHETHER THE ACQUISITION HAS BEEN CONSUMMATED IN ACCORDANCE WITH THE TERMS OF THE ACQUISITION AGREEMENT, SHALL, IN EACH CASE, BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW (AS DEFINED IN THE ACQUISITION AGREEMENT) OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OR CHOICE OF LAW PRINCIPLES THEREOF.

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS COMMITMENT LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER.

Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Commitment Letter and the Fee Letter, or the transactions contemplated hereby, and agrees that, to the extent permitted by law, all claims in respect of any such action or proceeding shall be heard and determined in such New York State court or in such Federal court, (b) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or

proceeding arising out of or relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby, in any such New York State court or in any such Federal court, (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto agrees to commence any such action, suit, proceeding or claim either in the United States District Court for the Southern District of New York or in the Supreme Court of the State of New York, New York County, in each case, located in the Borough of Manhattan.

This Commitment Letter is delivered to you on the understanding that none of the Fee Letter and its terms or substance, or this Commitment Letter and its terms or substance, shall be disclosed, directly or indirectly, to any other person or entity (including other lenders, underwriters, placement agents, advisors or any similar persons) except (a) to the Sponsors, the Investors (including any potential co-investors) and to your and their respective officers, directors, employees, attorneys, accountants and advisors on a confidential and need-to-know basis, (b) if the Committed Lenders consent to such proposed disclosure (such consent not to be unreasonably withheld, conditioned or delayed), (c) pursuant to the order of any court or administrative agency in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process or, to the extent requested or required by governmental and/or regulatory authorities (in which case, you agree, to the extent practicable and not prohibited by law, to notify us of the proposed disclosure in advance of such disclosure and if you are unable to notify us in advance of such disclosure, such notice shall be delivered to us promptly thereafter to the extent permitted by law) or (d) to the extent necessary in connection with the exercise of any remedy or enforcement of any rights hereunder or under the Fee Letter; provided that (i) you may disclose this Commitment Letter and the contents hereof to the Target and its officers, directors, employees, attorneys, accountants and advisors on a confidential and need-to-know basis, (ii) you may disclose this Commitment Letter and the contents hereof (x) in any proxy or other public filing relating to the Transactions, and (y) in the Confidential Information Memorandum in a manner to be mutually agreed upon, (iii) you may disclose this Commitment Letter and the contents hereof to potential lenders and other debt holders (including any prospective Additional Committing Lender, any Sponsor Relationship Lender and any prospective lenders in respect of any Alternate Second Lien Facility), and potential equity investors and their respective officers, directors, employees, attorneys, accountants, advisors and other representatives on a confidential and need-to-know basis and to rating agencies in connection with obtaining ratings for the Borrowers and the Facilities, (iv) you may disclose the fees contained in the Fee Letter as part of a generic disclosure of aggregate sources and uses related to fee amounts to the extent customary or required in marketing materials, any proxy or other public filing, and in the Confidential Information Memorandum, (v) to the extent portions thereof have been redacted in a customary manner (including, without limitation, redaction of fee amounts), you may disclose the Fee Letter and the contents thereof to the Target and its officers, directors, employees, attorneys, accountants and advisors on a confidential and need-to-know basis

and (vi) you may disclose the Fee Letter and the contents thereof to any prospective Additional Committing Lender, prospective Sponsor Relationship Lender or prospective equity investor and their respective officers, directors, employees, attorneys, accountants, advisors and other representatives on a confidential and need-to-know basis. The obligations under this paragraph with respect to this Commitment Letter shall terminate automatically after the Facilities Documentation for the Facilities shall have been executed and delivered by the parties thereto. To the extent not earlier terminated, the provisions of this paragraph with respect to this Commitment Letter shall automatically terminate on the second anniversary hereof.

You agree that you will permit us to review and approve (such approval not to be unreasonably withheld, conditioned or delayed) any reference to us or any of our affiliates in connection with the Facilities or the transactions contemplated hereby contained in any press release or similar written public disclosure prior to public release; provided that no such prior review and approval shall be required if such reference is limited to customarily identifying us or any of our applicable affiliates as a financing source for the Transactions.

The Committed Lenders and their affiliates will use all information provided to them or such affiliates by or on behalf of you hereunder or in connection herewith solely for the purpose of providing the services that are the subject of this Commitment Letter and shall treat confidentially all such information; provided that nothing herein shall prevent any Committed Lender from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case such Committed Lender, to the extent not prohibited by applicable law, agrees (except with respect to any routine or ordinary course audit or examination conducted by bank examiners or any governmental bank regulatory authority or self-regulatory authority exercising examination or regulatory authority) to inform you promptly thereof), (b) upon the request or demand of any regulatory authority or self-regulatory authority having jurisdiction over such Committed Lender or any of its affiliates (in which case such Committed Lender, to the extent practicable and not prohibited by law, agrees (except with respect to any routine or ordinary course audit or examination conducted by bank examiners or any governmental bank regulatory authority or self-regulatory authority exercising examination or regulatory authority) to inform you promptly thereof), (c) to the extent that such information is or becomes publicly available other than by reason of disclosure by any of the Committed Lenders or any of their affiliates or any of the Committed Lenders’ and such affiliates’ respective officers, directors, employees, attorneys, accountants, advisors and other representatives in violation of any confidentiality obligations owing to you, the Sponsors, any Investor, the Target or any of your or their respective subsidiaries (including those obligations set forth in this paragraph), (d) to the extent that such information is received by such Committed Lender or its affiliates (other than Excluded Affiliates (as defined below)) from a third party that is not, to such Committed Lender’s or its affiliates’ knowledge, subject to confidentiality obligations owing to you, the Sponsors, any Investor, the Target or any of your or their respective subsidiaries, (e) to the extent that such information was

already in such Committed Lender’s or its affiliates’ (other than Excluded Affiliates) possession on a non-confidential basis without a duty of confidentiality owing to you, the Sponsors, any Investor, the Target or any of your or their respective affiliates being violated, or is independently developed by such Committed Lender or its affiliates (other than Excluded Affiliates), (f) to such Committed Lender’s affiliates (other than Excluded Affiliates) and such Committed Lender’s and such affiliates’ respective trustees, officers, directors, employees, attorneys, accountants, advisors and other representatives (collectively, the “Representatives”) who need to know such information in connection with the Transactions and are informed of the confidential nature of such information and who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph) (provided, that such Committed Lender shall be responsible for its Representatives, its affiliates and its affiliates’ Representatives), (g) to potential or prospective Lenders, participants or assignees and any direct or indirect contractual counterparties to any swap or derivative transaction relating to the Borrowers and their obligations under any Facility (in each case, other than a Disqualified Institution), in each case who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph), (h) subject to your prior approval of the information to be disclosed (such approval not to be unreasonably withheld), to rating agencies in connection with obtaining ratings for the Borrowers, the First Lien Term Loan Facility and the Second Lien Facility, (i) for purposes of establishing a “due diligence defense”, (j) to the extent necessary in connection with the exercise of any remedy or enforcement of any rights hereunder or under the Fee Letter, (k) unless such person has been notified to hold such information in confidence from the other parties hereto, to any other party hereto or (l) to the extent you consent to such proposed disclosure; provided, however, that, no such disclosure shall be made by the Committed Lenders to (i) any of their affiliates that is engaged as a principal primarily in private equity, mezzanine financing or venture capital or any of such affiliate’s respective officers, directors, employees, attorneys, accountants, advisors and other representatives (a “Private Equity Affiliate”) or (ii) any of their affiliates or any of such affiliate’s respective officers, directors, employees, attorneys, accountants, advisors and other representatives that is a Sell-Side Advisor (together with the Private Equity Affiliates, in each case, other than a limited number of senior employees who are required, in accordance with industry regulations or the applicable Committed Lender’s internal policies and procedures to act in a supervisory capacity and the applicable Committed Lender’s internal legal, compliance, risk management, credit or investment committee members, the “Excluded Affiliates”). Each Committed Lender shall be principally liable to the extent any confidentiality restrictions set forth herein are violated by one or more of its affiliates or any of its or its affiliates’ Representatives to whom such Committed Lender has disclosed information pursuant to clause (f) in the proviso in the first sentence of this paragraph. The Committed Lenders’ obligations under this paragraph shall automatically terminate and be superseded by the confidentiality provisions in the definitive documentation relating to the Facilities upon the initial funding of the applicable Facility thereunder, if and to the extent the Committed Lenders are party thereto, and shall in any event terminate upon the second anniversary of the date hereof.

The syndication, “market flex”, reimbursement and compensation provisions (if applicable in accordance with the terms hereof and the Fee Letter), indemnification, waiver of indirect, special, punitive or consequential damages, confidentiality (except to the extent set forth herein), jurisdiction, governing law, venue, absence of fiduciary relationship and waiver of jury trial provisions contained herein and in the Fee Letter shall remain in full force and effect regardless of whether the Facilities Documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or the Committed Lenders’ commitments hereunder; provided that your obligations under this Commitment Letter, other than those relating to the confidentiality of the Fee Letter, syndication of the Facilities and provision of information, shall automatically terminate and be superseded by the Facilities Documentation upon the initial funding thereunder and the payment of all amounts owing at such time hereunder and under the Fee Letter, and you shall be automatically released from all liability in connection therewith at such time.

We hereby notify you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub.L.107-56 (signed into law October 26, 2001, as amended from time to time, the “PATRIOT Act”) and the Customer Due Diligence Requirements for Financial Institutions issued by the U.S. Department of Treasury Financial Crimes Enforcement Network under the Bank Secrecy Act (such rule published May 11, 2016 and effective May 11, 2018, as amended from time to time, the “CDD Rule”), each of the Committed Lenders and each other Lender is required to obtain, verify and record information that identifies each Borrower and each Guarantor, which information includes the name, address, tax identification number and other information regarding each Borrower and each Guarantor that will allow any of the Committed Lenders or such Lender to identify such Borrower and such Guarantor in accordance with the PATRIOT Act and the CDD Rule. This notice is given in accordance with the requirements of the PATRIOT Act and the CDD Rule and is effective as to the Committed Lenders and each Lender.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to the First Lien Administrative Agent, on behalf of the Committed Lenders, executed counterparts hereof and of the Fee Letter not later than 11:59 p.m., New York City time, on May 25, 2022. The Committed Lenders’ commitments hereunder and agreements contained herein will expire at such time in the event that the First Lien Administrative Agent has not received such executed counterparts in accordance with the immediately preceding sentence. This Commitment Letter and the commitments and undertakings of each of the Committed Lenders hereunder shall automatically terminate upon the first to occur of (i) the date the Acquisition Agreement is terminated by you or otherwise validly terminated in accordance with its terms prior to the consummation of the Transactions, (ii) December 2, 2022 (the “Expiration Date”) (provided, if the Termination Date under and as defined in the Acquisition Agreement is automatically extended under Section 8.2(a) of the Acquisition Agreement to February 24, 2023, then the Expiration Date shall

automatically be extended to March 3, 2023¹), unless each of the Committed Lenders shall, in their discretion, agree to an extension and (iii) the consummation of the Transactions with or without the funding of the Facilities. You shall have the right to terminate this Commitment Letter and the commitments of the Committed Lenders hereunder with respect to the Facilities (or a portion thereof (x) pro rata among the Committed Lenders under any given Facility or (y) on a non-pro rata basis if any Committed Lender at any time would qualify as a Defaulting Lender (as defined in the Precedent Facility (as defined in the First Lien Facilities Term Sheet)) at any time upon written notice to the Committed Lenders from you, subject to your surviving obligations as set forth in the third to last paragraph of this Commitment Letter and in the Fee Letter.

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¹	Reflects the fifth Business Day following the nine-month anniversary of the date of this Commitment Letter.

The Committed Lenders are pleased to have been given the opportunity to assist you in connection with the financing for the Transactions.

Very truly yours,

[signature pages follow]


DEUTSCHE BANK AG NEW YORK BRANCH

By:		/s/ William C. Frauen
		Name: William C. Frauen
		Title: Managing Director


By:		/s/ Celine Catherin
		Name: Celine Catherin
		Title: Managing Director

DEUTSCHE BANK SECURITIES INC.


By:		/s/ William C. Frauen
		Name: William C. Frauen
		Title: Managing Director

By:		/s/ Celine Catherin
		Name: Celine Catherin
		Title: Managing Director