EX-99.11

EX-99.11 20 d581986dex9911.htm EX-99.11 EX-99.11

Exhibit 99.11


GOLDMAN SACHS BANK USA 200 WEST STREET NEW YORK, NY 10282-2198	UBS SECURITIES LLC 1285 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10019 UBS AG, STAMFORD BRANCH 600 WASHINGTON BOULEVARD STAMFORD, CONNECTICUT 06901	CITIGROUP GLOBAL MARKETS INC. 390 GREENWICH STREET NEW YORK, NEW YORK 10013

WELLS FARGO SECURITIES, LLC WELLS FARGO BANK, NATIONAL ASSOCIATION 550 S TRYON ST. CHARLOTTE, NC 28202	HSBC SECURITIES (USA) INC. HSBC BANK USA, NATIONAL ASSOCIATION 452 FIFTH AVENUE NEW YORK, NEW YORK 10018	MUFG 1221 AVENUE OF THE AMERICAS, 6^TH FLOOR NEW YORK, NY 10020-1001

BANK OF MONTREAL BMO CAPITAL MARKETS CORP. 3 TIMES SQUARE, 28^TH FLOOR NEW YORK, NEW YORK 10036	CITIZENS BANK, N.A 28 STATE STREET BOSTON, MASSACHUSETTS 02109	ROYAL BANK OF CANADA RBC CAPITAL MARKETS 200 VESEY STREET NEW YORK, NY 10281

	THE TORONTO–DOMINION BANK, NEW YORK BRANCH TD SECURITIES (USA) LLC 31 WEST 52ND STREET NEW YORK, NEW YORK 10019

March 28, 2018

Stevens Holding Company, Inc.

c/o Fortive Corporation

6920 Seaway Blvd.

Everett, WA 98203

Attention: Rajesh Yadava, Vice President and Treasurer

Project Celtics

Amended and Restated Commitment Letter

Ladies and Gentlemen:

Stevens Holding Company, Inc., a Delaware corporation (“you” or “Spinco”), has advised Goldman Sachs Bank USA (“GS”), UBS Securities LLC (“UBSS”), UBS AG, Stamford Branch (“UBS”), Citigroup Global Markets Inc. (“CGMI”, on behalf of Citi (as defined below)), Wells Fargo Securities, LLC (“WFS”), Wells Fargo Bank, National Association (“Wells”), HSBC Securities (USA)

Inc. (“HSI”), HSBC Bank USA, National Association (“HSBC Bank”), MUFG (as defined below), Bank of Montreal (“Bank of Montreal”), BMO Capital Markets Corp. (“BMOCM” and together with Bank of Montreal, “BMO”), Citizens Bank, N.A. (“Citizens”), Royal Bank of Canada (acting through such of its affiliates or branches as it deems appropriate, “Royal Bank”), RBC Capital Markets¹ (“RBCCM”), The Toronto-Dominion Bank, New York Branch (“TDNY”) and TD Securities (USA) LLC (“TD Securities” and, together with GS, UBSS, UBS, Citi, WFS, Wells, HSI, HSBC Bank, MUFG, BMO, Citizens, Royal Bank, RBCCM and TDNY, the “Commitment Parties”, “we” or “us”) that Spinco and Altra Industrial Motion Corp. (“Ainge” or the “Parent Guarantor”) desire to consummate the Transactions (as defined in Exhibit A hereto (such exhibit, the “Transactions Description”)). This Amended and Restated Commitment Letter amends, restates and supersedes in its entirety that certain commitment letter, dated as of March 7, 2018, between GS and you (the “Original Commitment Letter”), and from and after the effectiveness of this A&R Commitment Letter such Original Commitment Letter shall be of no further force or effect. Capitalized terms used in this letter agreement but not defined herein shall have the meanings given to them in the Exhibits (as defined below) hereto.

For purposes of this A&R Commitment Letter (as defined below), “Citi” shall mean CGMI, Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates as any of them shall determine to be appropriate to provide the services contemplated herein. It is understood and agreed that CGMI is entering into this letter for and on behalf of Citi. In addition, for purposes hereof, “MUFG” means MUFG Union Bank, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., MUFG Securities Americas Inc. and/or any of their affiliates as MUFG shall determine to be appropriate to provide the services contemplated herein.

Upon the terms and subject only to the conditions described in this letter agreement and the attached Exhibit A, Exhibit B and Exhibit C (collectively, the “Exhibits” and, together with this letter agreement, this “A&R Commitment Letter”), GS is pleased to inform you of its several, but not joint, commitment to provide an amount equal to $120,000,000 of the Senior Unsecured Bridge Facility; UBS is pleased to inform you of its several, but not joint, commitment to provide an amount equal to $80,000,000 of the Senior Unsecured Bridge Facility; Citi is pleased to inform you of its several, but not joint, commitment to provide an amount equal to $44,000,000 of the Senior Unsecured Bridge Facility; Wells is pleased to inform you of its several, but not joint, commitment to provide an amount equal to $44,000,000 of the Senior Unsecured Bridge Facility; HSBC Bank is pleased to inform you of its several, but not joint, commitment to provide an amount equal to $30,000,000 of the Senior Unsecured Bridge Facility; MUFG is pleased to inform you of its several, but not joint, commitment to provide an amount equal to $30,000,000 of the Senior Unsecured Bridge Facility; Bank of Montreal is pleased to inform you of its several, but not joint, commitment to provide an amount equal to $13,000,000 of the Senior Unsecured Bridge Facility; Citizens is pleased to inform you of its several, but not joint, commitment to provide an amount equal to $13,000,000 of the Senior Unsecured Bridge Facility; Royal Bank is pleased to inform you of its several, but not joint, commitment to provide an amount equal to $13,000,000 of the Senior Unsecured Bridge Facility and TDNY is pleased to inform you of its several, but not joint, commitment to provide an amount equal to $13,000,000 of the Senior Unsecured Bridge Facility (each of GS, UBS, Citi, Wells, HSBC Bank, MUFG, Bank of Montreal, Citizens, Royal Bank and TDNY, an “Initial Lender” and, collectively in such capacities, the “Initial Lenders”).

¹	RBC Capital Markets is a brand name for the capital markets business of Royal Bank of Canada and its affiliates.

Section 1. Title and Roles.

You hereby appoint (i)(a) each of GS, UBSS and Citi to act, and each of GS, UBSS and Citi hereby agrees to act, as a joint bookrunner and a joint lead arranger with respect to the Senior Unsecured Bridge Facility and (b) each of WFS, HSI, MUFG, BMOCM, Citizens, RBCCM and TD Securities to act, and each of WFS, HSI, MUFG, BMOCM, Citizens, RBCCM and TD Securities hereby agrees to act, as a co-manager with respect to the Senior Unsecured Bridge Facility (each of the entities referenced in clause (i)(a) and (b) in such capacity, an “Arranger” and, collectively in such capacities, the “Arrangers”) and (ii) GS to act, and GS hereby agrees to act, as sole administrative agent with respect to the Senior Unsecured Bridge Facility, in each case upon the terms and subject to the conditions described in this A&R Commitment Letter. You agree that no additional agents, co-agents, bookrunners, lead arrangers or co-managers will be appointed, or other titles conferred, and no compensation (other than that expressly contemplated by this A&R Commitment Letter and the A&R Fee Letter referred to below) will be paid to any other person in order to obtain commitments to the Senior Unsecured Bridge Facility unless you and the Commitment Parties as of the date hereof shall so agree. GS will have primary authority for managing the syndication of the Senior Unsecured Bridge Facility and GS shall have “left side” placement in any and all marketing materials or other documentation used in connection with the Senior Unsecured Bridge Facility and shall hold the leading role and responsibilities conventionally associated with such “left” placement. The other Arrangers shall have “right side” placement (consistent with the ordering of such Arrangers in this A&R Commitment Letter) in any and all marketing materials or other documentation used in connection with the Senior Unsecured Bridge Facility and shall hold the roles and responsibilities conventionally associated with such “right” placement.

Section 2. Syndication.

The Commitment Parties reserve the right, prior to and/or after the execution of the definitive documentation (including any ancillary agreements, certificates or other documents delivered in connection therewith) with respect to the Senior Unsecured Bridge Facility (collectively, the “Operative Documents”), to syndicate all or a portion of their commitments under the Senior Unsecured Bridge Facility to one or more other banks, financial institutions, investors and other lenders identified by us in consultation with you and subject to your consent (such consent not to be unreasonably withheld, conditioned or delayed) (the lenders providing the Senior Unsecured Bridge Facility, together with the Initial Lenders, are collectively referred to herein as the “Lenders”). Subject to the foregoing and the last sentence of Section 1, GS will manage all aspects of the syndication of the Senior Unsecured Bridge Facility in consultation with Spinco, including the timing of the commencement of syndication efforts, the timing of all offers to potential Lenders, the determination of all amounts offered to potential Lenders, the selection of Lenders and the allocation of commitments among the Lenders.

Without limiting your obligations to assist with syndication efforts as set forth herein, it is understood that our commitments hereunder are not conditioned upon the syndication of, or receipt of commitments in respect of, the Senior Unsecured Bridge Facility and in no event shall the commencement or successful completion of syndication of the Senior Unsecured Bridge Facility, nor the obligation to assist with syndication efforts as set forth herein, constitute a condition to the commitment hereunder or the funding of the Senior Unsecured Bridge Facility on the Closing Date (as defined below). The Arrangers may commence syndication efforts promptly upon the execution of this A&R Commitment Letter and as part of their syndication efforts it is the Arrangers’ intent to have Lenders commit to the Senior Unsecured Bridge Facility prior to the Closing Date. Until the earlier of (i) the 60^th day following the date of the consummation of the Acquisition and the initial funding under the Senior Unsecured Bridge Facility and/or the issuance of the Senior Unsecured Notes (the date of such consummation and funding and/or issuance, the “Closing Date”) and (ii) the date upon which the Senior Unsecured Bridge Facility is successfully syndicated (such earlier date, the “Syndication Date”), Spinco hereby agrees to use its commercially reasonable efforts to assist, and use its commercially reasonable efforts to cause the Spinco Parent and its subsidiaries and the Parent Guarantor to assist, us in achieving a syndication that is reasonably satisfactory to us. Spinco’s assistance in achieving such syndication shall include but not be limited to: (i) making appropriate members of the senior management, representatives

and advisors of Spinco (and using your commercially reasonable efforts to make appropriate members of the senior management, representatives and advisors of the Spinco Parent, the Parent Guarantor and their respective subsidiaries) available to participate in informational meetings with potential Lenders and/or ratings agencies at such reasonable times and reasonable places as the Arrangers may reasonably request and upon reasonable notice; (ii) using your commercially reasonable efforts to ensure that the syndication efforts benefit from the existing lending relationships of Spinco (and, to the extent practical and appropriate, of the Spinco Parent and its subsidiaries); (iii) assisting (including, using your commercially reasonable efforts to cause your affiliates and advisors, the Spinco Parent, the Parent Guarantor and their respective affiliates and advisors, to assist) in the preparation (and/or providing to us) of a customary confidential information memorandum for the Senior Unsecured Bridge Facility, other customary marketing materials and any other information reasonably requested by the Arrangers with respect to Spinco and its subsidiaries, the Parent Guarantor and their respective subsidiaries or the Transactions in connection with the syndication (collectively, the “Company Materials”) and using your commercially reasonable efforts to ensure that the Arrangers shall have received no later than 20 business days prior to the Closing Date all necessary information to complete the confidential information memorandum (including executed customary authorization letters in respect thereof that include a customary “10b-5” representation); (iv) the hosting, with the Arrangers, of a reasonable number of meetings or conference calls of prospective Lenders (and your using commercially reasonable efforts to cause certain officers of the Spinco Parent, the Parent Guarantor and their respective subsidiaries to be available for such meetings) at such reasonable times and reasonable places as the Arrangers may reasonably request and upon reasonable notice and (v) using your commercially reasonable efforts (A) to procure a rating of the Senior Unsecured Bridge Facility and the Senior Unsecured Notes by Moody’s Investors Service, Inc. (“Moody’s”) and S&P Global Ratings, a division of S&P Global, Inc. (“S&P”), no later than 20 business days prior to the Closing Date (but no specific rating) and (B) to cause Ainge to maintain a corporate family rating or corporate rating, as applicable, from each of Moody’s and S&P (but no specific rating). Notwithstanding the foregoing or anything else to the contrary (but without limiting the Exclusive Funding Conditions), it is understood and agreed that you have no obligation hereunder to make available to us any documentation or information (i) subject to confidentiality obligations binding upon you, the Spinco Parent or Ainge (in each case, not entered into in contemplation hereof) or (ii) subject to applicable attorney-client privilege; provided, you will use commercially reasonable efforts to notify us if any material documentation and information is being so withheld and provide a general description of such withheld documentation or information, in each case, to the extent permitted under the applicable obligation of confidentiality or privilege. Without limiting any of the Exclusive Funding Conditions and without limiting your obligations to assist with syndication efforts as set forth herein, (i) none of the foregoing shall constitute a condition to the commitments hereunder or the funding of the Senior Unsecured Bridge Facility on the Closing Date, (ii) neither the commencement nor the completion of the syndication of the Senior Unsecured Bridge Facility shall constitute a condition to the commitments hereunder or the funding of the Senior Unsecured Bridge Facility on the Closing Date and (iii) unless you otherwise agree in writing, each Commitment Party shall retain exclusive control over all rights and obligations with respect to its commitments under the Senior Unsecured Bridge Facility, including all rights with respect to consents, modifications, waivers and amendments, until the Closing Date has occurred. You hereby authorize the Arrangers to download copies of your trademark logos from your websites and post copies thereof on the Platform (as defined below) established by the Arrangers to syndicate the Senior Unsecured Bridge Facility and use the logos on any confidential information memoranda, presentations and other marketing materials prepared in connection with the syndication of the Senior Unsecured Bridge Facility or in any advertisements to which you consent (such consent not to be unreasonably withheld) that any Arranger may place after the Closing Date in financial and other newspapers and journals, or otherwise, at its own expense describing its services to Spinco hereunder.

You acknowledge that (i) the Arrangers may make available the Company Materials on a confidential basis to potential Lenders by posting the Company Materials on Intralinks, SyndTrak Online, Debtdomain, the internet, email and/or similar electronic transmission systems (the “Platform”) and (ii) certain of the potential Lenders may be public side Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to you, your subsidiaries, the Spinco Parent, the Parent Guarantor or their respective subsidiaries or any securities of any thereof) (each, a “Public Lender”). You agree that (A) at the request of any Arranger, you will assist us in preparing a version of the information package and presentation to be provided to potential Lenders that does not contain any material non-public information concerning you, your subsidiaries, the Spinco Parent, the Parent Guarantor or their respective subsidiaries of any thereof for purposes of United States federal and state securities laws (any such information, “MNPI”, and any information package or presentation that contains MNPI is referred to as “Private-Side Materials”); (B) all Company Materials that are Private-Side Materials will be clearly and conspicuously marked “Private, contains Material Non-Public Information” which, at a minimum, will mean that “Private, contains Material Non-Public Information” will appear prominently on the first page thereof; (C) if any Company Materials are not so marked, you will be deemed to have authorized the Arrangers and the proposed Lenders to treat such Company Materials as not containing any MNPI; (D) all Company Materials not marked “Private, contains Material Non-Public Information” are permitted to be made available through a portion of the Platform designated “Public Lender” and (E) you shall provide us with customary authorization letters for inclusion in the Company Materials that represent that any Company Materials with respect to Spinco not marked “Private, contains Material Non-Public Information” do not include MNPI with respect to Spinco and exculpate you, us and our respective affiliates with respect to any liability related to the use or misuse of the contents of the Company Materials by the recipients thereof and Parent Guarantor shall provide us with customary authorization letters for inclusion in the Company Materials that represent that any Company Materials with respect to the Parent Guarantor not marked “Private, contains Material Non-Public Information” do not include MNPI with respect to the Parent Guarantor and exculpate you, us and our respective affiliates with respect to any liability related to the use or misuse of the contents of the Company Materials by the recipients thereof . The Arrangers agree to treat any Company Materials that are marked “Private, contains Material Non-Public Information” as being suitable only for posting on a portion of the Platform not designated “Public Lender”. To ensure an orderly and effective syndication of the Senior Unsecured Bridge Facility, Spinco agrees that, until the Syndication Date, Spinco will not, and will not permit any of its subsidiaries to (and Spinco will use commercially reasonable efforts to not permit the Parent Guarantor or any of its subsidiaries to), syndicate, issue, place, arrange or attempt to syndicate, issue, place or arrange, or announce or authorize the announcement of the syndication, issuance, placement or arrangement of, any debt facility or debt security (including, without limitation, the renewal of any thereof, but excluding the Facilities and the Senior Unsecured Notes) without the prior written consent of the Arrangers if such syndication, issuance, placement or arrangement could reasonably be expected to impair the primary syndication of the Facilities.

Section 3. Conditions.

The commitments of each Commitment Party hereunder to fund its respective portion of the Senior Unsecured Bridge Facility on the Closing Date and the agreements of each of the Arrangers to perform the services described herein are subject solely to the satisfaction (or waiver by each of the Commitment Parties) of the following conditions precedent: (a) since the date of the Acquisition Agreement, there shall not have occurred any Newco Material Adverse Effect (as defined below), and no event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, would reasonably be expected to have or result in a Newco Material Adverse Effect, (b) subject to the Limited Conditionality Provisions (as defined below), the execution and delivery of the Operative Documents on the terms set forth in this A&R Commitment Letter(it being understood and agreed that each party hereto will negotiate such additional terms in good faith to finalize the Operative Documents) and (c) the satisfaction (or waiver by each of the Commitment Parties) of the other conditions set forth in Exhibit C hereto (clauses (a), (b) and (c) collectively, the “Exclusive Funding

Conditions”); it being understood that there are no conditions (implied or otherwise) to the commitments hereunder other than the Exclusive Funding Conditions (and upon satisfaction or waiver of the Exclusive Funding Conditions, the initial funding under the Senior Unsecured Bridge Facility shall occur). For purposes of this A&R Commitment Letter, “Newco Material Adverse Effect” shall have the meaning assigned to “Newco Material Adverse Effect” in the Acquisition Agreement.

Notwithstanding anything set forth in this A&R Commitment Letter, the A&R Fee Letter or the Operative Documents, or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) the only representations and warranties, the accuracy of which shall be a condition to availability of the Senior Unsecured Bridge Facility on the Closing Date, shall be (x) such of the representations and warranties made by or on behalf of Spinco or the Spinco Parent in the Acquisition Agreement as are material to the interests of the Lenders or the Arrangers (in their capacities as such), but only to the extent that the Parent Guarantor (or any of its affiliates) has the right to terminate its obligations (or to refuse to consummate the Acquisition) under the Acquisition Agreement as a result of a breach of any of such representations and warranties (to such extent, the “Acquisition Agreement Representations”) and (y) the Specified Representations (as defined below) made by Spinco and the Guarantors in the Operative Documents and (ii) the terms of the Operative Documents shall be in a form such that they do not impair the availability of the Senior Unsecured Bridge Facility on the Closing Date if the Exclusive Funding Conditions are satisfied. For purposes hereof, “Specified Representations” means the representations and warranties set forth in the Operative Documents (with respect to Spinco and its direct and indirect subsidiaries) relating to the legal existence of Spinco and the Guarantors; power and authority, due authorization, execution, delivery and validity, in each case, related to the entering into, borrowing under, guaranteeing under and performance of, the Operative Documents; the enforceability of the Operative Documents against Spinco and each Guarantor; the execution and performance of the Operative Documents by Spinco and each Guarantor not conflicting with or violating Spinco’s or any Guarantor’s organizational documents; Federal Reserve margin regulations; the Investment Company Act of 1940, as amended; solvency of Spinco and its subsidiaries on a consolidated basis as of the Closing Date (after giving effect to the Distribution (as defined in the Separation Agreement) and the Spinco Special Cash Payment, but prior to the Merger); solvency of the Parent Guarantor and its subsidiaries on a consolidated basis as of the Closing Date (after giving effect to the Transactions); USA PATRIOT Act; and use of the proceeds of the Senior Unsecured Bridge Facility not violating laws applicable to sanctioned persons and laws and regulations promulgated by OFAC, anti-money laundering laws or the Foreign Corrupt Practices Act. The provisions of this paragraph are referred to as the “Limited Conditionality Provisions”. Without limiting the conditions precedent provided herein for availability of the Senior Unsecured Bridge Facility on the Closing Date, the Arrangers will cooperate with you as reasonably requested in coordinating the timing and procedures for the funding of the Senior Unsecured Bridge Facility in a manner consistent with the Acquisition Agreement.

Section 4. Commitment Termination.

Each Commitment Party’s commitment hereunder and the other obligations set forth in this A&R Commitment Letter will terminate on the earliest of: (a) the consummation of the Acquisition with or without the funding of any of the Senior Unsecured Bridge Facility; (b) the End Date (as defined in, and as it may be extended pursuant to, Section 8.1(b) of the Acquisition Agreement (as such Section 8.1(b) is in effect on the date hereof)); and (c) the date the Acquisition Agreement is terminated (such earliest date, the “Commitment Termination Date”).

Section 5. Fees.

As consideration for our commitments and other obligations hereunder and our agreement to perform the services described herein, you agree to pay (or to cause to be paid) to us the fees set forth in this A&R Commitment Letter and in the Amended and Restated Fee Letter dated the date hereof among the parties hereto (such fee letter, as further amended, amended and restated, supplemented or otherwise modified, the “A&R Fee Letter”). The terms of the A&R Fee Letter are an integral part of our commitments and other obligations hereunder and our agreement to perform the services described herein and constitute part of this A&R Commitment Letter for all purposes hereof. Each of the fees described in this A&R Commitment Letter and the A&R Fee Letter shall be nonrefundable when paid except as expressly agreed.

Section 6. Indemnification.

Spinco shall indemnify and hold harmless each Commitment Party, its affiliates, and each Commitment Party’s and such affiliates’ respective directors, officers, employees, agents, trustees, representatives, attorneys and advisors and their respective successors and permitted assigns (each, an “Indemnified Person”) from and against any and all claims (including, without limitation, shareholder actions), damages, losses, liabilities and expenses (including, without limitation, reasonable and documented out-of-pocket fees and disbursements of one primary counsel for the Indemnified Persons, one additional counsel to each group of similarly situated Indemnified Persons as required due to actual or reasonably perceived conflicts of interest and local counsel in each material jurisdiction, as necessary), that may be incurred by or asserted or awarded against any Indemnified Person (including, without limitation, in connection with or relating to any investigation, litigation or proceeding or the preparation of a defense in connection therewith), in each case arising out of or in connection with or by reason of this A&R Commitment Letter, the A&R Fee Letter, the Original Commitment Letter, the Original Fee Letter (as defined in the A&R Fee Letter) or the Operative Documents, the Transactions or the transactions contemplated hereby or thereby or any use of the proceeds thereof (any of the foregoing, a “Proceeding”), except to the extent such claim, damage, loss, liability or expense is (i) found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Person’s (or such Indemnified Person’s directors’, officers’, employees’, agents’, trustees’, representatives’, attorneys’, consultants’ or advisors’) bad faith, gross negligence or willful misconduct or material breach of this A&R Commitment Letter or (ii) the result of any Proceeding that is not the result of an act or omission by you or any of your affiliates (or Ainge or any of its affiliates) and that is brought by an Indemnified Person against any other Indemnified Person (other than any claims against any Commitment Party in its capacity or in fulfilling its role as Arranger, administrative agent or any similar role under any of the Senior Unsecured Bridge Facility). In the case of an investigation, litigation or other proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by Spinco, any of its affiliates, security holders or creditors, an Indemnified Person or any other person, or an Indemnified Person is otherwise a party thereto and whether or not the Transactions are consummated.

In no event shall any party hereto be liable on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings); provided that nothing contained in this paragraph shall limit your indemnity and reimbursement obligations for such damages awarded to third parties to the extent set forth in the immediately preceding paragraph. The commitments and obligations of the Commitment Parties hereunder and under the A&R Fee Letter are several and not joint, and no Commitment Party shall be liable on any theory of liability to you or any other person for the actions or omissions of any other Commitment Party.

You agree that, without our prior written consent, neither you nor any of your subsidiaries will settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification could be sought under the indemnification provision of this A&R Commitment Letter (whether or not we or any other Indemnified Person is an actual or potential party to such claim, action or proceeding), unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action or proceeding and does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnified Person.

Spinco acknowledges that information and other materials relative to the Operative Documents and the Transactions may be transmitted through the Platform. No Indemnified Person will be liable to Spinco or any of its affiliates or any of its security holders or creditors for any damages arising from the use by unauthorized persons of information or other materials sent through the Platform that are intercepted by such persons, except to the extent such liability is determined by a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Person’s bad faith, gross negligence or willful misconduct.

Section 7. Costs and Expenses.

Spinco shall pay, or reimburse the Commitment Parties on demand for, all reasonable and documented out-of-pocket costs and expenses incurred by the Commitment Parties in connection with the Senior Unsecured Bridge Facility, the Transactions and the preparation, negotiation, execution and delivery of this A&R Commitment Letter, the A&R Fee Letter, the Original Commitment Letter, the Original Fee Letter (as defined in the A&R Fee Letter) and the Operative Documents, including, without limitation, the reasonable fees, disbursements and other charges of one primary counsel, one additional counsel to each group of similarly situated persons as required due to actual or reasonably perceived conflicts of interest and local counsel in each material jurisdiction, as necessary, regardless of whether any of the transactions contemplated hereby is consummated. Spinco shall also pay all reasonable and documented out-of-pocket costs and expenses of the Commitment Parties (including, without limitation, the reasonable fees, disbursements and other charges of one primary counsel, one additional counsel to each group of similarly situated persons as required due to actual or reasonably perceived conflicts of interest and local counsel in each material jurisdiction, as necessary) incurred by the Commitment Parties in connection with the enforcement of any of their rights and remedies hereunder.

Section 8. Confidentiality.

Spinco agrees that this A&R Commitment Letter, the Original Commitment Letter, the A&R Fee Letter and the Original Fee Letter (as defined in the A&R Fee Letter) are for its confidential use only and that neither their existence nor the terms hereof or thereof will be disclosed by it to any person other than its subsidiaries and the officers, directors, employees, managers, members, partners, accountants, attorneys and other advisors of Spinco and its subsidiaries (the “Borrower Representatives”), and then only on a confidential and “need to know” basis in connection with the transactions contemplated hereby; provided, however, that Spinco may disclose this A&R Commitment Letter and the Original Commitment Letter and the contents hereof and thereof: (a)(i) as may be compelled or requested in a judicial or administrative proceeding, action or process or pursuant to the order or request of any court or administrative agency or upon the request or demand of any regulatory authority, (ii) as otherwise required by applicable law, regulation or governmental request or (iii) in any required (as reasonably determined by Spinco) filings with the Securities and Exchange Commission and to the extent required by applicable regulatory authorities or stock exchanges (but, in the case of this clause (iii), not the A&R Fee Letter or the Original Fee Letter or the contents thereof, except as part of generic disclosure of aggregate sources and uses with respect to the Transactions); (b) to Moody’s or S&P in connection with obtaining a rating of the Senior Unsecured Bridge Facility or the Senior Unsecured Notes (but not the A&R Fee Letter or the Original Fee Letter or the contents thereof, except as part of generic disclosure of aggregate sources and uses with respect to the Transactions); (c) to the Parent Guarantor, Spinco Parent and their respective subsidiaries and controlling persons and the officers,

directors, employees, managers, members, partners, accountants, attorneys and other advisors of any of the foregoing who are directly involved in the consideration of this matter (together with an unredacted copy of the A&R Fee Letter), in each case on a confidential and “need to know” basis in connection with the transactions contemplated hereby; (d) in syndication or other marketing materials relating to the Senior Unsecured Bridge Facility (but not the A&R Fee Letter or the Original Fee Letter or the contents thereof, except as part of generic disclosure of aggregate sources and uses with respect to the Transactions); (e) [reserved]; (f) to Spinco and its affiliates’ accountants for customary audit or accounting purposes, (g) in connection with the exercise of any rights or remedies or (h) with our prior written consent. Spinco further agrees that, to the extent the Ainge A&R Commitment Letter, the Ainge A&R Fee Letter, the Commitment Letter dated as of March 7, 2018, between GS and Ainge (the “Ainge Original Commitment Letter”) or the Fee Letter dated as of March 7, 2018, between GS and Ainge (the “Ainge Original Fee Letter”) are disclosed to it or any Borrower Representatives, neither Spinco nor any Borrower Representative will further disclose the Ainge A&R Commitment Letter, the Ainge A&R Fee Letter, the Ainge Original Commitment Letter or the Ainge Original Fee Letter or any of the terms thereof, except and only to the extent Spinco is permitted to disclose the applicable document (or the terms thereof) under the proviso to the preceding sentence (determined by substituting each reference in said proviso to (i) ‘A&R Commitment Letter’ with ‘Ainge A&R Commitment Letter’ or ‘Ainge Original Commitment Letter’, as applicable and (ii) ‘A&R Fee Letter’ with ‘Ainge A&R Fee Letter’ or ‘Ainge Original Fee Letter’, as applicable). Your obligations under this paragraph shall automatically terminate on the earlier of (x) the date occurring 24 months after the date hereof and (y) the date that is 12 months after the termination of this A&R Commitment Letter in accordance with its terms.

Each Commitment Party, on behalf of itself and its affiliates, agrees that it will use all confidential information provided to it or its affiliates by or on behalf of you hereunder or under the Original Commitment Letter solely for the purpose of providing the services which are the subject of this A&R Commitment Letter and the Ainge A&R Commitment Letter and shall treat confidentially all such information; provided that nothing herein shall prevent any Commitment Party from disclosing any such information (a) pursuant to the order of any court or administrative agency or otherwise as required by applicable law or regulation or as requested by a governmental authority (in which case such Commitment Party, to the extent permitted by law and except with respect to any audit or examination conducted by bank accountants or any governmental bank authority exercising examination or regulatory authority, agrees to inform you promptly thereof), (b) upon the request or demand of any regulatory authority having jurisdiction over such Commitment Party or any of its affiliates, (c) to the extent that such information becomes publicly available other than by reason of disclosure by any Commitment Party in violation of this paragraph, (d) to the extent that such information is received by any Commitment Party from a third party that is not, in each case to such Commitment Party’s knowledge, (i) in such third party’s possession illegally or as a result of a violation of this paragraph or (ii) subject to confidentiality obligations to you, your subsidiaries, the Spinco Parent or the Parent Guarantor or any of their respective subsidiaries, (e) to the extent that such information is independently developed by any Commitment Party, (f) to any of the Commitment Parties’ affiliates and any of their respective employees, legal counsel, independent auditors and other experts or agents who need to know such information in connection with the Facilities and are informed of the confidential nature of such information, (g) to prospective Lenders, participants or assignees of obligations under the Facilities, in each case who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph), (h) to Moody’s or S&P in connection with obtaining a rating of the Facilities in consultation and coordination with you, (i) for the purposes of establishing any appropriate defense or in connection with the exercise of any rights or remedies or (j) to service providers to the Arrangers and the Lenders in connection with the administration and management of the Senior Unsecured Bridge Facility and, after the Closing Date, to market data collectors and similar services providers to the lending industry; provided that such information is limited to the existence of this A&R Commitment Letter and the Senior Unsecured Bridge Facility and the terms of the Senior Unsecured Bridge Facility customarily provided to such service

providers. The Commitment Parties’ obligations under this paragraph shall automatically terminate and be superseded by the confidentiality provisions in the Operative Documents upon the execution and delivery thereof and, in the event the Operative Documents have not been executed and delivered, shall expire on the date occurring 24 months after the date hereof.

You acknowledge that neither any of the Commitment Parties nor any of their affiliates provide accounting, tax or legal advice. You further acknowledge that the Commitment Parties and their affiliates may be providing debt financing, equity capital or other services (including, without limitation, financial advisory services) to other persons in respect of which you, the Spinco Parent, the Parent Guarantor and your and their respective affiliates may have conflicting interests regarding the transactions described herein and otherwise. You also acknowledge that none of the Commitment Parties or their affiliates has any obligation to use in connection with the transactions contemplated by this A&R Commitment Letter, or to furnish to you, confidential information obtained by them from other persons. As you know, the Commitment Parties are full service securities firms engaged, either directly or through their affiliates, in various activities, including securities trading, commodities trading, investment management, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, the Commitment Parties and their respective affiliates 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 the Parent Guarantor, the Spinco Parent, Spinco and other companies which may be the subject of the arrangements contemplated by this A&R 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. The Commitment Parties or their affiliates 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 Spinco Parent, the Parent Guarantor and their respective subsidiaries or other companies which may be the subject of the arrangements contemplated by this A&R Commitment Letter or engage in commodities trading with any thereof.

In addition, the parties hereto acknowledge that Ainge has retained GS (or certain affiliates of GS) and the Spinco Parent has retained UBSS (or certain affiliates of UBSS), in each case as financial advisor (in such capacity, each a “Financial Advisor”) in connection with the Acquisition. The parties hereto agree not to assert any claim that could be alleged based on any actual or potential conflicts of interest that might be asserted to arise or result from, on the one hand, the engagement of the Financial Advisors and, on the other hand, the relationship of each Financial Advisor and its affiliates with you as described and referred to herein.

Section 9. Representations and Warranties.

Spinco represents and warrants (which representation and warranty, in the case of any information relating to the Parent Guarantor and its subsidiaries prior to the Acquisition, is to the best of Spinco’s knowledge) that all written information, other than Projections (as defined below), other forward-looking information and information of a general economic or industry-specific nature, that has been or will hereafter be made available to any of the Commitment Parties, any Lender or any potential Lender by or on behalf of Spinco or any of its representatives (the “Information”) is and will be, when furnished, true and correct in all material respects and does not and will not, taken as a whole, 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 were or are made (after giving effect to all supplements and updates thereto provided prior to the earlier of the Closing Date and the Syndication Date) and all financial projections, if any, that have been or will be prepared by or on behalf of Spinco or any of its representatives and made available to any

of the Commitment Parties, any Lender or any potential Lender (the “Projections”) have been or will be prepared in good faith based upon assumptions that are believed by you to be reasonable at the time made available (it being understood that such Projections are as to future events and are not to be viewed as facts, that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and that such differences may be material, that such Projections are subject to significant uncertainties and contingencies many of which are beyond your control, and that no assurance can be given that the projected results will be realized). If, at any time from the date hereof until the later of the Closing Date and the Syndication Date, you become aware that any of the representations and warranties in the preceding sentence would be incorrect in any material respect if the Information or Projections were being furnished, and such representations and warranties were being made, at such time, then you agree to (or, prior to the Closing Date, with respect to Information and Projections relating to the Parent Guarantor and its subsidiaries, use your commercially reasonable efforts to) promptly supplement the Information and/or Projections so that the representations and warranties contained in this paragraph remain true and correct in all material respects under those circumstances. For the avoidance of doubt, the accuracy of the representations and warranties in this Section 9, in and of itself, shall not be a condition to the obligations of the Commitment Parties hereunder or the funding of the Senior Unsecured Bridge Facility.

In arranging and syndicating the Senior Unsecured Bridge Facility, the Commitment Parties will be entitled to use, and to rely on the representations and warranties in the preceding paragraph relating to, any information furnished to us by or on behalf of Spinco and its affiliates without responsibility for independent verification thereof.

Section 10. Assignments.

Spinco may not assign or delegate any of its rights or obligations under this A&R Commitment Letter or the A&R Fee Letter without our prior written consent, and any attempted assignment without such consent shall be null and void. No Commitment Party may assign or delegate any of its rights or obligations under this A&R Commitment Letter or its commitment hereunder (except to one or more of its affiliates, including, for the avoidance of doubt, any such assignment by GS to Goldman Sachs Lending Partners LLC) other than as expressly permitted hereunder without Spinco’s prior written consent.

Section 11. Amendments.

Neither this A&R Commitment Letter nor the A&R Fee Letter may be amended or any provision hereof waived or modified except by an instrument in writing signed by the Parent Guarantor and each party hereto or thereto, as applicable.

Section 12. Governing Law, Etc.

This A&R Commitment Letter (and any claim, controversy or dispute arising under or related to any of the foregoing, whether based on contract, tort or otherwise) shall be governed by, and construed in accordance with, the law of the State of New York, without giving effect to any conflicts of law principles which would result in the application of the laws of another state; provided, however, that (i) the interpretation of the definition of Newco Material Adverse Effect (and whether a Newco Material Adverse Effect has occurred) for purposes of the condition in clause (a) of the first sentence of Section 3 above relating to the occurrence of a Newco Material Adverse Effect and (ii) the determination of the accuracy of any Acquisition Agreement Representations and whether as a result of any inaccuracy thereof the Parent Guarantor (or any of its affiliates) have the right to terminate its obligations (or to refuse to consummate the Acquisition) under the Acquisition Agreement, as applicable, in each case shall be governed by, and construed in accordance with, the laws of the State of Delaware.

Each party hereto irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this A&R Commitment Letter, the A&R Fee Letter, the Operative Documents, the transactions contemplated hereby or thereby or the actions of the parties hereto or any of their affiliates in the negotiation, performance or enforcement of this A&R Commitment Letter, the A&R Fee Letter or the Operative Documents.

Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of any state or federal court sitting in The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this A&R Commitment Letter, the A&R Fee Letter, the Operative Documents, the transactions contemplated hereby or thereby or the actions of the parties hereto or thereto or any of their affiliates in the negotiation, performance or enforcement of this A&R Commitment Letter, the A&R Fee Letter or the Operative Documents, and agrees that all claims in respect of any such action or proceeding shall be brought, heard and determined only in such New York State court or, to the extent permitted by law, in such federal court. Service of any process, summons, notice or document by registered mail addressed to any such party shall be effective service of process against such person for any suit, action or proceeding brought in any such court. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. A final judgment in any such suit, action or proceeding brought in any such court may be enforced in any other courts to whose jurisdiction such party is or may be subject by suit upon judgment.

Each of the parties hereto agrees that, (i) this A&R Commitment Letter is a binding and enforceable agreement with respect to the subject matter contained herein, including an agreement to negotiate in good faith the Operative Documents by the parties hereto in a manner consistent with this A&R Commitment Letter, it being acknowledged and agreed that the funding of the Senior Unsecured Bridge Facility is subject to the Exclusive Funding Conditions and (ii) the A&R Fee Letter is a binding and enforceable agreement of the parties thereto with respect to the subject matter set forth therein.

Section 13. Payments.

All payments under this A&R Commitment Letter and the A&R Fee Letter will, except as otherwise provided herein, be made in U.S. Dollars in New York, New York.

To the fullest extent permitted by law, Spinco will make all payments under this A&R Commitment Letter and the A&R Fee Letter regardless of any defense or counterclaim, including, without limitation, any defense or counterclaim based on any law, rule or policy which is now or hereafter promulgated by any governmental authority or regulatory body and which may adversely affect Spinco’s obligation to make, or the right of the Commitment Parties to receive, such payments.

Section 14. Miscellaneous.

This A&R Commitment Letter and the A&R Fee Letter contain the entire agreement between the parties relating to the subject matter hereof and supersede all oral statements and prior writings with respect thereto. Section headings herein are for convenience only and are not a part of this A&R Commitment Letter. This A&R Commitment Letter and the A&R Fee Letter are solely for the benefit of the parties hereto and thereto (and (i) Indemnified Persons, to the extent set forth in Section 6

and (ii) the Parent Guarantor), and no other person shall acquire or have any rights under or by virtue of this A&R Commitment Letter or the A&R Fee Letter. The Parent Guarantor is an intended third-party beneficiary of this A&R Commitment Letter and the A&R Fee Letter. This A&R Commitment Letter is not intended to create a fiduciary relationship among the parties hereto, and Spinco waives, to the fullest extent permitted by law, any claims it may have against any of the Commitment Parties or any of their affiliates for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the transactions contemplated by this A&R Commitment Letter and agrees that none of the Commitment Parties or any of their affiliates shall have any liability (whether direct or indirect) to Spinco or any of its affiliates in respect of such a fiduciary duty claim or to any person asserting such a fiduciary duty claim on behalf of or in right of Spinco or any of its affiliates. Any and all services to be provided by any of the Commitment Parties hereunder may be performed, and any and all rights of any of the Commitment Parties hereunder may be exercised, by or through any of such Commitment Party’s affiliates and branches, and, in connection with the provision of such services, each Commitment Party may exchange with such affiliates and branches information concerning Spinco or any of its affiliates and the other companies that may be the subject of the transactions contemplated by this A&R Commitment Letter and, to the extent so employed, such affiliates and branches shall be entitled to the benefits afforded to the Commitment Parties hereunder, subject to the confidentiality provisions herein.

The indemnification, compensation (if applicable), reimbursement, sharing of information, absence of fiduciary relationships, jurisdiction, governing law, venue, service of process, waiver of jury trial, syndication and confidentiality provisions (except to the extent expressly set forth herein) contained herein and in the A&R Fee Letter shall remain in full force and effect regardless of whether the Operative Documents shall be executed and delivered and notwithstanding the termination or expiration of this A&R Commitment Letter or the Commitment Parties’ commitments hereunder; provided that your obligations under this A&R Commitment Letter (other than your obligations with respect to (a) assistance to be provided in connection with the syndication thereof (including supplementing and/or correcting Information and Projections) prior to the Syndication Date and (b) confidentiality) shall automatically terminate and be superseded by the provisions of the Operative Documents upon the initial funding thereunder, in each case solely to the extent covered thereby with retroactive application to the date hereof. You shall have the right to terminate this A&R Commitment Letter and the commitments of the Initial Lenders hereunder (or any portion thereof pro rata among the Initial Lenders) at any time upon written notice to the Initial Lenders from you, other than with respect to your surviving obligations as set forth above.

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) (the “Patriot Act”), we and the other Lenders may be required to obtain, verify and record information that identifies each borrower and each guarantor under the Operative Documents, which information includes the name, address and tax identification number and other customary information regarding any such borrower or guarantor that will allow us and the other Lenders to identify any such borrower or guarantor in accordance with the Patriot Act. We and the other Lenders may also request corporate formation documents, or other forms of identification, to verify the information provided. This notice is given in accordance with the requirements of the Patriot Act and is effective as to each Lender. You hereby acknowledge and agree that the Commitment Parties shall be permitted to share any or all such information with the Lenders.

If any term, provision, covenant or restriction contained in this A&R Commitment Letter is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The parties hereto shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, void or unenforceable provisions.

This A&R Commitment Letter may be executed in counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this A&R Commitment Letter by facsimile or electronic (e.g. pdf) transmission shall be as effective as delivery of a manually executed counterpart hereof.

If the foregoing correctly sets forth our agreement with you, please indicate your acceptance of the terms of this A&R Commitment Letter and of the A&R Fee Letter by returning executed counterparts to this A&R Commitment Letter and the A&R Fee Letter to GS at or before 11:59 p.m. (New York City time) on March 28, 2018. If you do not return such executed counterparts prior to the date and time provided above, the commitment and other obligations of the Commitment Parties set forth in this A&R Commitment Letter will automatically terminate.

[Signature Pages Follow]


Very truly yours,

GOLDMAN SACHS BANK USA

By:		/s/ Robert Ehudin
		Name: Robert Ehudin
		Title: Authorized Signatory