RCM R1 RCM Inc

As filed with the Securities and Exchange Commission on October 1, 2024

No. 005-93697

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E)

OF THE SECURITIES ACT OF 1934

(Amendment No. 1)

R1 RCM Inc.

(Name of the Issuer)

R1 RCM Inc.

Raven Acquisition Holdings, LLC

Project Raven Merger Sub, Inc.

Raven TopCo, L.P.

Raven TopCo GP, LLC

TCP-ASC ACHI Series LLLP

TCP-ASC GP, LLC

TI IV ACHI Holdings, LP

TI IV ACHI Holdings GP, LLC

TowerBrook Investors Ltd.

Raven Intermediate Holdings, LLC

Raven Parent Holdings, LLC

Ascension Health Alliance

Neal Moszkowski

(Names of Persons Filing Statement)

Common stock, $0.01 par value per share

(Title of Class of Securities)

77634L 105

(CUSIP Number of Class of Securities)

(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)

With copies to

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☒

Check the following box if the filing is a final amendment reporting the results of the transaction: ☐

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure in this transaction statement on Schedule 13E-3. Any representation to the contrary is a criminal offense

INTRODUCTION

This Amendment No. 1 to the Transaction Statement on Schedule 13E-3 (as amended, the “Transaction Statement”) is being filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (1) R1 RCM Inc., a Delaware corporation (“R1” or the “Company”), and the issuer of the shares of Common Stock of the Company, par value $0.01 per share (the “Common Stock”), that is the subject of the Rule 13e-3 transaction; (2) Raven Acquisition Holdings, LLC, a Delaware limited liability company (“Parent”); (3) Project Raven Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Buyers”); (4) Raven TopCo, L.P., a Delaware limited partnership (“Holdings”); (5) Raven TopCo GP, LLC, a Delaware limited liability company (“Holdings GP”); (6) TCP-ASC ASCHI Series LLLP, a Delaware series limited liability limited partnership (“TA”); (7) TCP-ASC GP, LLC, a Delaware limited liability company (“TCP-ASC GP”); (8) TI IV ACHI Holdings, LP, a Delaware limited partnership (“TowerBrook Aggregator”); (9) TI IV ACHI Holdings GP, LLC (“TowerBrook Aggregator GP”); (10) TowerBrook Investors Ltd., a Cayman Islands corporation (“TowerBrook”); (11) Raven Intermediate Holdings, LLC, a Delaware limited liability company (“Intermediate Holdings”); (12) Raven Parent Holdings, LLC, a Delaware limited liability company (“Parent Holdings”); (13) Ascension Health Alliance, a Missouri not-for-profit corporation (“Ascension”); and (14) Neal Moszkowski.

This Transaction Statement relates to the Agreement and Plan of Merger, dated as of July 31, 2024 (including all exhibits and documents attached thereto, and as it may be amended from time to time, the “Merger Agreement”), by and among Parent, Merger Sub and the Company. The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger and becoming a wholly owned subsidiary of Parent (the transaction contemplated by the Merger Agreement, including the Merger, collectively, the “Transactions”).

Pursuant to the Merger Agreement, each share of Common Stock outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than Common Stock held by (1) the Company, the Buyers, Holdings, any subsidiary of Holdings that is wholly owned prior to the closing of the Merger (each, a “Holdings Subsidiary”) (including any Rollover Shares (as defined below)) or TA (each, an “Owned Company Share”), (2) any direct or indirect wholly owned subsidiary of the Company or of Parent (other than Merger Sub) (each, a “Subsidiary Owned Share”) and (3) stockholders who have properly and validly exercised their statutory rights of appraisal in respect of such shares in accordance with Section 262 of the General Corporation Law of the State of Delaware, as amended (the “DGCL”)) will be cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to $14.30, without interest thereon (the “Merger Consideration”). At the Effective Time, each Owned Company Share (including the Rollover Shares, if any) will be cancelled and extinguished without any conversion thereof or consideration paid therefor, and each Subsidiary Owned Share will be converted into such number of validly issued, fully paid and nonassessable shares of common stock of the surviving corporation of the Merger in accordance with the terms of the Merger Agreement (the “Surviving Corporation”), or fraction thereof, such that the ownership percentage of any subsidiary in the Surviving Corporation immediately following the Effective Time will equal the ownership percentage of such subsidiary in the Company immediately prior to the Effective Time. Upon the Closing, the Common Stock will no longer be listed on any stock exchange or quotation system, including the Nasdaq Global Select Market, and the Company’s stockholders (other than holders of the Rollover Shares) will cease to have any ownership interest in the Company. Pursuant to the Merger Agreement, following the date of the Merger Agreement and prior to the closing of the Merger (the “Closing”), one or more of the Company’s stockholders (each, a “Rollover Stockholder”) may enter into a rollover agreement with Holdings or a Holdings Subsidiary (a “Rollover Agreement”) on terms mutually agreeable among Parent and the parties to such agreement. Pursuant to the terms of such Rollover Agreement, among other things, each such Rollover Stockholder will, immediately prior to the Closing, transfer or contribute a number of shares of Common Stock (the “Rollover Shares”) to Holdings or such Holdings Subsidiary in exchange for equity interests of Holdings or such Holdings Subsidiary having an equivalent value, on the terms and subject to the conditions set forth in such Rollover Agreement. The Rollover Stockholders will not be entitled to receive the Merger Consideration in respect of the Rollover Shares.

In connection with entering into the Merger Agreement, on July 31, 2024, TA (in its capacity as a stockholder of the Company) executed a voting agreement in favor of the Company (the “Voting Agreement”), pursuant to which TA agreed, among other things, to (i) vote all of its shares of Common Stock in favor of the approval and adoption of the Merger Agreement and the Merger and (ii) vote all of its shares of Common Stock against any proposal made in opposition to the Merger Agreement or the Merger.

The board of directors of the Company (the “Board”) formed a special committee (the “Special Committee”) of independent and disinterested members of the Board to, among other things, review, evaluate and negotiate the Merger Agreement and the Transactions. The Special Committee evaluated the Transactions, in consultation with its own independent legal and financial advisors and considered various material factors. After careful consideration, the Special Committee, pursuant to resolutions adopted at a meeting of the Special Committee held on July 31, 2024, unanimously (i) determined that the Merger Agreement and the Transactions are advisable, fair to and in the best interests of the Company and the Company’s Unaffiliated Stockholders (as defined below), (ii) recommended to the Board that it approve the Merger Agreement and the Transactions, (iii) recommended that the Unaffiliated Stockholders adopt the Merger Agreement at a meeting of the Company’s stockholders and (iv) recommended to the Board that it approve the treatment of each company equity award in the manner described in the Merger Agreement. “Unaffiliated Stockholders” means the holders of Common Stock, excluding those shares of Common Stock held, directly or indirectly, by or on behalf of (i) Parent and the Rollover Stockholders, their respective affiliates and associates (within the meaning of Rule 12b-2 of the Exchange Act) and portfolio companies majority owned by such investment fund affiliates and (ii) any person that the Company has determined to be an “officer” of the Company within the meaning of Rule 16a-1(f) of the Exchange Act.

At a meeting with all members of the Board present, the Board, in accordance with the recommendation of the Special Committee as described above (with all directors voting in favor and no director abstaining from the vote, although it was noted that, for purposes of the approval of the transaction in accordance with the contractual provisions of the Amended and Restated Investor Rights Agreement, dated as of June 21, 2022, between the Company, TA and the other parties thereto, as amended by Amendment No. 1 to the Amended and Restated Investor Rights Agreement, dated as of February 5, 2024, directors nominated to the Board by TA were not deemed to vote), (i) determined that the Merger Agreement and the Transactions are advisable, fair to and in the best interests of the Company and the Company’s stockholders, (ii) approved the execution and delivery of the Merger Agreement, the performance by the Company of its covenants and other obligations under the Merger Agreement and the consummation of the Transactions and (iii) recommended that the Company’s stockholders adopt the Merger Agreement in accordance with the DGCL at a meeting of the Company’s stockholders.

At a special meeting of the Company’s stockholders (the “Special Meeting”), the Company’s stockholders will be asked to consider and vote upon (1) a proposal to approve and adopt the Merger Agreement and the Transactions (the “Merger Proposal”) and (2) an advisory and non-binding proposal to approve certain compensation arrangements for the Company’s named executive officers in connection with the Merger (the “Merger-Related Compensation Proposal”).

2

Approval of the Merger Proposal is required for the completion of the Merger and the Transactions. The approval of the Merger Proposal requires the affirmative vote of a majority of the voting power of the outstanding shares of Common Stock entitled to vote. An abstention will have the same effect as a vote “AGAINST” the Merger Proposal. The approval of the advisory and non-binding Merger-Related Compensation Proposal requires the affirmative vote of a majority in voting power of the votes cast by the holders of all shares of Common Stock present or represented at the meeting and voting affirmatively or negatively on such matter. With respect to the advisory and non-binding Merger-Related Compensation Proposal, abstentions are not counted for purposes of determining the minimum number of affirmative votes required for approval and, accordingly, have no effect on the outcome of voting on such proposal. The approval of the advisory and non-binding Merger-Related Compensation Proposal is not a condition to completion of the Merger.

Concurrently with the filing of this Transaction Statement, the Company is filing an Amendment No. 1 to its preliminary proxy statement (the “Proxy Statement”) under Regulation 14A of the Exchange Act with the SEC relating to the Special Meeting. The Proxy Statement is attached hereto as Exhibit (a)(1). A copy of the Merger Agreement is attached to the Proxy Statement as Annex A. Terms used but not defined in this Transaction Statement have the meanings assigned to them in the Proxy Statement.

Pursuant to General Instruction F to Schedule 13E-3, the information in the Proxy Statement, including all annexes thereto, is expressly incorporated by reference herein in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement. The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3.

While each of the Filing Persons acknowledges that the Merger is a “going private” transaction for purposes of Rule 13e-3 under the Exchange Act, the filing of this Transaction Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that the Company is “controlled” by any of the Filing Persons and/or their respective affiliates.

The information concerning the Company contained in, or incorporated by reference into, this Transaction Statement and the Proxy Statement was supplied by the Company. Similarly, all information concerning each other Filing Person contained in, or incorporated by reference into, this Transaction Statement and the Proxy Statement was supplied by such Filing Person.

Item 1. Summary Term Sheet

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Merger and the Special Meeting”

Item 2. Subject Company Information

(a) Name and address. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“The Parties to the Merger”

3

“Important Information Regarding the Company”

(b) Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—The Special Meeting”

“Questions and Answers About the Merger and the Special Meeting”

“The Special Meeting—Record Date and Quorum”

“Important Information Regarding the Company”

“Current Market Price of Common Stock”

“Security Ownership of Certain Beneficial Owners and Management”

(c) Trading market and price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Current Market Price of Common Stock”

(d) Dividends. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Current Market Price of Common Stock”

(e) Prior public offerings. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Important Information Regarding the Company—Prior Public Offerings”

(f) Prior share purchases. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Important Information Regarding the Company—Prior Public Offerings”

“Important Information Regarding the Company—Certain Transactions in the Shares of Common Stock”

Item 3. Identity and Background of Filing Person

(a) — (c) Name and Address of Each Filing Person; Business and Background of Entities; Business and Background of Natural Persons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—The Parties to the Merger”

“The Parties to the Merger”

“Important Information Regarding the Company”

4

“Important Information Regarding the Buyer Filing Parties”

Item 4. Terms of the Transaction

(a) — (1) Material terms. Tender offers. Not applicable.

(a) — (2) Mergers or Similar Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Merger and the Special Meeting”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Board”

“Special Factors—Opinion of Qatalyst Partners LP”

“Special Factors—Opinion of Barclays Capital Inc.”

“Special Factors—Reasons of the Buyers for the Merger”

“Special Factors—Position of the Buyers as to the Fairness of the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Certain Effects on the Company if the Merger Is Not Completed”

“Special Factors—Unaudited Prospective Financial Information”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“Special Factors—Accounting Treatment”

“Special Factors—U.S. Federal Income Tax Considerations of the Merger”

“Special Factors—Delisting and Deregistration of Common Stock”

“The Special Meeting—Vote Required for Approval”

“The Merger Agreement—Exchange and Payment Procedures”

“The Merger Agreement—Treatment of Equity Compensation Awards”

“The Merger Agreement—Conditions to the Merger”

Annex A — Agreement and Plan of Merger

5

(c) Different terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Merger and the Special Meeting”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Financing of the Merger”

“Special Factors—Limited Guarantee”

“Special Factors—Voting Agreement”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“The Merger Agreement—The Merger Consideration and the Conversion of Common Stock”

“The Merger Agreement—Treatment of Equity Compensation Awards”

“The Merger Agreement—Exchange and Payment Procedures”

“The Merger Agreement—Employee Compensation and Benefits”

“The Merger Agreement—Directors’ and Officers’ Indemnification and Insurance”

“Proposal 2. Merger-Related Compensation Proposal”

Annex A—Agreement and Plan of Merger

Annex B—Voting Agreement

(d) Appraisal rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Appraisal Rights”

“Questions and Answers About the Merger and the Special Meeting”

“Special Factors—Certain Effects of the Merger”

“Appraisal Rights”

(e) Provisions for unaffiliated security holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Appraisal Rights” “Questions and Answers About the Merger and the Special Meeting”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Board”

“Provisions for Unaffiliated Security Holders”

6

“Appraisal Rights”

(f) Eligibility for listing or trading. Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements

(a) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Background of the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“Special Factors—Financing of the Merger”

“Special Factors—Limited Guarantee”

“Special Factors—Voting Agreement”

“The Merger Agreement”

“Important Information Regarding the Company—Prior Public Offerings”

“Important Information Regarding the Company—Certain Transactions in the Shares of Common Stock”

“Important Information Regarding the Company—Past Contacts, Transactions, Negotiations and Agreements”

“Important Information Regarding the Buyer Filing Parties”

“Proposal 2. The Merger-Related Compensation Proposal”

Annex A—Agreement and Plan of Merger

Annex B—Voting Agreement

(b) —(c) Significant corporate events; Negotiations or contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Merger and the Special Meeting”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Board”

7

“Special Factors—Reasons of the Buyers for the Merger”

“Special Factors—Position of the Buyers as to the Fairness of the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“Special Factors—Financing of the Merger”

“Special Factors—Voting Agreement”

“Proposal 2. The Merger-Related Compensation Proposal”

“Important Information Regarding the Company—Past Contacts, Transactions, Negotiations and Agreements”

“The Merger Agreement”

Annex A—Agreement and Plan of Merger

Annex B—Voting Agreement

(e) Agreements involving the subject company’s securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Merger and the Special Meeting”

“Special Factors—Background of the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Intent of the Company’s Directors and Executive Officers to Vote in Favor of the Merger”

“Special Factors—Obligation of TA to Vote in Favor of the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“Special Factors—Financing of the Merger”

“Special Factors—Limited Guarantee”

“Special Factors—Voting Agreement”

“The Merger Agreement”

“The Special Meeting—Vote Required for Approval”

“Proposal 2. The Merger-Related Compensation Proposal”

8

“Important Information Regarding the Company — Certain Transactions in the Shares of Common Stock”

“Important Information Regarding the Company—Past Contacts, Transactions, Negotiations and Agreement”

Annex A—Agreement and Plan of Merger

Annex B—Voting Agreement

Item 6. Purposes of the Transaction, and Plans or Proposals

(b) Use of securities acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Plans for the Company After the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Certain Effects on the Company if the Merger Is Not Completed”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“Special Factors—Delisting and Deregistration of Common Stock”

“Special Factors—Financing of the Merger”

“The Merger Agreement—Treatment of Equity Compensation Awards”

“The Merger Agreement—Exchange and Payment Procedures”

Annex A—Agreement and Plan of Merger

(c) (1) — (8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Merger and the Special Meeting”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Board”

“Special Factors—Reasons of the Buyers for the Merger”

“Special Factors—Position of the Buyers as to the Fairness of the Merger”

“Special Factors—Plans for the Company After the Merger”

9

“Special Factors—Certain Effects of the Merger”

“Special Factors—Certain Effects on the Company if the Merger Is Not Completed”

“Special Factors—Intent of the Company’s Directors and Executive Officers to Vote in Favor of the Merger”

“Special Factors—Obligation of TA to Vote in Favor of the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“Special Factors—Delisting and Deregistration of Common Stock”

“Special Factors—Financing of the Merger”

“Special Factors—Limited Guarantee”

“Special Factors—Voting Agreement”

“The Merger Agreement—Treatment of Equity Compensation Awards”

“Important Information Regarding the Company”

Annex A—Agreement and Plan of Merger

Item 7. Purposes, Alternatives, Reasons and Effects

(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Merger and the Special Meeting”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Board”

“Special Factors—Reasons of the Buyers for the Merger”

“Special Factors—Position of the Buyers as to the Fairness of the Merger”

“Special Factors—Plans for the Company After the Merger”

“Special Factors—Certain Effects of the Merger”

(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

10

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Board”

“Special Factors—Reasons of the Buyers for the Merger”

“Special Factors—Position of the Buyers as to the Fairness of the Merger”

“Special Factors—Certain Effects on the Company if the Merger is Not Completed”

(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Board”

“Special Factors—Opinion of Qatalyst Partners LP”

“Special Factors—Opinion of Barclays Capital Inc.”

“Special Factors—Reasons of the Buyers for the Merger”

“Special Factors—Position of the Buyers as to the Fairness of the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Certain Effects on the Company if the Merger Is Not Completed”

“Special Factors—Unaudited Prospective Financial Information”

Annex C—Opinion of Qatalyst Partners LP

Annex D—Opinion of Barclays Capital Inc.

(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Merger and the Special Meeting”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Board”

“Special Factors—Opinion of Qatalyst Partners LP”

11

“Special Factors—Opinion of Barclays Capital Inc.”

“Special Factors—Reasons of the Buyers for the Merger”

“Special Factors—Position of the Buyers as to the Fairness of the Merger”

“Special Factors—Plans for the Company After the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Certain Effects of the Merger for the Buyer Filing Parties”

“Special Factors—Certain Effects on the Company if the Merger Is Not Completed”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“Special Factors—U.S. Federal Income Tax Considerations of the Merger”

“Special Factors—Financing of the Merger”

“Special Factors—Fees and Expenses”

“Special Factors—Delisting and Deregistration of Common Stock”

“The Merger Agreement—Treatment of Equity Compensation Awards”

“The Merger Agreement—Directors’ and Officers’ Indemnification and Insurance”

“The Merger Agreement—Employee Compensation and Benefits”

“Appraisal Rights”

“Proposal 2. The Merger-Related Compensation Proposal”

Annex A—Agreement and Plan of Merger

Annex C—Opinion of Qatalyst Partners LP

Annex D—Opinion of Barclays Capital Inc.

Item 8. Fairness of the Transaction

(a) — (b) Fairness; Factors considered in determining fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Merger and the Special Meeting”

“Special Factors—Background of the Merger”

12

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Board”

“Special Factors—Opinion of Qatalyst Partners LP”

“Special Factors—Opinion of Barclays Capital Inc.”

“Special Factors—Reasons of the Buyers for the Merger”

“Special Factors—Position of the Buyers as to the Fairness of the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

Annex C—Opinion of Qatalyst Partners LP

Annex D—Opinion of Barclays Capital Inc.

The discussion materials dated March 3, 2024, April 17, 2024, July 1, 2024, each of the discussion materials dated July 4, 2024, the discussion materials dated July 5, 2024 and July 18, 2024 and both of the discussion materials dated July 31, 2024, each prepared by Qatalyst Partners LP and/or Barclays Capital Inc., as applicable, and reviewed by the Board and/or the Special Committee, as applicable, are filed as Exhibits (c)(iii) – (c)(xii) and incorporated herein by reference.

(c) Approval of security holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Merger and the Special Meeting”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Board”

“Special Factors—Reasons of the Buyers for the Merger”

“Special Factors—Position of the Buyers as to the Fairness of the Merger”

“The Special Meeting—Record Date and Quorum”

“The Special Meeting—Vote Required for Approval”

“The Special Meeting—Voting and Proxies”

“The Special Meeting—Revocation of Proxies”

“The Merger Agreement—Conditions to the Merger”

“Proposal 1. The Merger Proposal”

Annex A—Agreement and Plan of Merger

13

(d) Unaffiliated representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Board”

“Special Factors—Reasons of the Buyers for the Merger”

“Special Factors—Position of the Buyers as to the Fairness of the Merger”

“Provisions for Unaffiliated Security Holders”

(e) Approval of directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Merger and the Special Meeting”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Board”

“Special Factors—Reasons of the Buyers for the Merger”

“Special Factors—Position of the Buyers as to the Fairness of the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“Special Factors—Intent of the Company’s Directors and Executive Officers to Vote in Favor of the Merger”

(f) Other offers. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Board”

Item 9. Reports, Opinions, Appraisals and Negotiations

(a) — (b) Report, opinion or appraisal; Preparer and summary of the report, opinion or appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

14

“Questions and Answers About the Merger and the Special Meeting”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Board”

“Special Factors—Opinion of Qatalyst Partners LP”

“Special Factors—Opinion of Barclays Capital Inc.”

“Special Factors—Certain Presentations Provided by Centerview to TA”

“Special Factors—Reasons of the Buyers for the Merger”

“Special Factors—Position of the Buyers as to the Fairness of the Merger”

“Where You Can Find More Information”

Annex C—Opinion of Qatalyst Partners LP

Annex D—Opinion of Barclays Capital Inc.

The discussion materials dated March 3, 2024, April 17, 2024, July 1, 2024, each of the discussion materials dated July 4, 2024, the discussion materials dated July 5, 2024 and July 18, 2024 and both of the discussion materials dated July 31, 2024, each prepared by Qatalyst Partners LP and/or Barclays Capital Inc., as applicable, and reviewed by the Board and/or the Special Committee, as applicable, are filed as Exhibits (c)(iii) – (c)(xii) and incorporated herein by reference.

The discussion materials dated July 3, 2024 and July 20, 2024, each prepared by Centerview Partners LLC for TA are filed as Exhibits (c)(xiii) and (c)(xiv) and are incorporated herein by reference.

(c) Availability of documents. The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested equity holder of the Company or by a representative who has been so designated in writing.

Item 10. Source and Amounts of Funds or Other Consideration

(a) — (b), (d) Source of funds; Conditions; Borrowed funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Financing of the Merger”

“Special Factors—Limited Guarantee”

“The Merger Agreement—Conditions to the Merger”

“The Merger Agreement—Conduct of the Business Pending the Merger”

“The Merger Agreement—Other Covenants”

Annex A—Agreement and Plan of Merger

15

(c) Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Merger and the Special Meeting”

“Special Factors—Special Committee Fees”

“Special Factors—Fees and Expenses”

“Special Factors—Certain Effects on the Company if the Merger Is Not Completed”

“The Special Meeting—Solicitation of Proxies”

“The Merger Agreement—Termination Fees and Expenses”

Annex A—Agreement and Plan of Merger

Item 11. Interest in Securities of the Subject Company

(a) Securities ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“Security Ownership of Certain Beneficial Owners and Management”

“Important Information Regarding the Buyer Filing Parties”

“Special Factors—Voting Agreement”

Annex B—Voting Agreement

(b) Securities transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Voting Agreement”

“Important Information Regarding the Company—Prior Public Offerings”

“Important Information Regarding the Company—Certain Transactions in the Shares of Common Stock”

“The Merger Agreement”

Annex A—Agreement and Plan of Merger

Annex B—Voting Agreement

16

Item 12. The Solicitation or Recommendation

(d) Intent to tender or vote in a going-private transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Merger and the Special Meeting”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Board”

“Special Factors—Reasons of the Buyers for the Merger”

“Special Factors—Position of the Buyers as to the Fairness of the Merger”

“Special Factors—Intent of the Company’s Directors and Executive Officers to Vote in the Merger”

“Special Factors—Obligation of TA to Vote in Favor of the Merger”

“Special Factors—Voting Agreement”

“The Special Meeting—Vote Required for Approval”

Annex A—Agreement and Plan of Merger

Annex B—Voting Agreement

(e) Recommendation of others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Merger and the Special Meeting”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Board”

“Special Factors—Reasons of the Buyers for the Merger”

“Special Factors—Position of the Buyers as to the Fairness of the Merger”

“Special Factors—Intent of the Company’s Directors and Executive Officers to Vote in the Merger”

“Proposal 1. The Merger Proposal”

17

Item 13. Financial Information

(a) Financial statements. The audited consolidated financial statements set forth in Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, the unaudited condensed consolidated financial statements set forth in Item 1 of the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2024 and June 30, 2024 are incorporated herein by reference.

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Certain Effects of the Merger”

“Special Factors—Unaudited Prospective Financial Information”

“Important Information Regarding the Company—Book Value Per Share of Common Stock”

“Where You Can Find More Information”

(b) Pro forma information. Not applicable.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used

(a) — (b) Solicitations or recommendations; Employees and corporate assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Merger and the Special Meeting”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Board”

“Special Factors—Reasons of the Buyers for the Merger”

“Special Factors—Position of the Buyers as to the Fairness of the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“Special Factors—Fees and Expenses”

“The Special Meeting—Solicitation of Proxies”

Item 15. Additional Information

(b) Golden Parachute Compensation. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

18

“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“The Merger Agreement—Treatment of Equity Compensation Awards”

“Proposal 2. The Merger-Related Compensation Proposal”

Annex A—Agreement and Plan of Merger

(c) Other material information. The information set forth in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

Item 16. Exhibits

The following exhibits are filed herewith:

(a)(i) Preliminary Proxy Statement of R1 RCM Inc. (included in the Schedule 14A filed on October  1, 2024 and incorporated herein by reference).

(a)(ii) Form of Proxy Card (included in the Proxy Statement and incorporated herein by reference).

(a)(iii) Letter to Stockholders (included in the Proxy Statement and incorporated herein by reference).

(a)(iv) Notice of Special Meeting of Stockholders (included in the Proxy Statement and incorporated herein by reference).

(a)(v) Current Report on Form 8-K, dated August 1, 2024 (included in Schedule 14A filed on August 1, 2024 and incorporated herein by reference).

(a)(vi) Press Release, dated August  1, 2024 (included in Schedule 14A filed on August  1, 2024 and incorporated herein by reference).

(a)(vii) Email to Employees, dated August 1, 2024 (included in Schedule 14A filed on August  1, 2024 and incorporated herein by reference).

(a)(viii) Employee FAQ, dated August 1, 2024 (included in Schedule 14A filed on August  1, 2024 and incorporated herein by reference).

(a)(ix) LinkedIn Post, dated August 1, 2024 (included in Schedule 14A filed on August  1, 2024 and incorporated herein by reference).

(a)(x) Current Report on Form 8-K, dated August 7, 2024 (included in Schedule 14A filed on August 7, 2024 and incorporated herein by reference).

(a)(xi) Email to Employees, dated August  8, 2024 (included in Schedule 14A filed on August 8, 2024 and incorporated herein by reference).

(b) None.

(c)(i) Opinion of Qatalyst Partners LP, dated July 31, 2024 (included as Annex C to the Proxy Statement and incorporated herein by reference).

19

(c)(ii) Opinion of Barclays Capital Inc., dated July 31, 2024 (included as Annex D to the Proxy Statement and incorporated herein by reference).

(c)(iii)+ Discussion Materials of Barclays Capital Inc. for the Board of Directors, dated March  3, 2024.

(c)(iv)+ Discussion Materials of Qatalyst Partners LP and Barclays Capital Inc. for the Special Committee, dated April  17, 2024.

(c)(v)+ Discussion Materials of Qatalyst Partners LP and Barclays Capital Inc. for the Special Committee, dated July  1, 2024.

(c)(vi)+ Discussion Materials of Barclays Capital Inc. for the Special Committee, dated July  4, 2024.

(c)(vii)+ Discussion Materials of Qatalyst Partners LP for the Special Committee, dated July  4, 2024.

(c)(viii)+ Discussion Materials of Qatalyst Partners LP for the Special Committee (Discussion of Next Steps), dated July  4, 2024.

(c)(ix)*+ Discussion Materials of Qatalyst Partners LP and Barclays Capital Inc. for the Special Committee, dated July  5, 2024.

(c)(x)+ Discussion Materials of Qatalyst Partners LP and Barclays Capital Inc. for the Non-Bidder Directors, dated July  18, 2024.

(c)(xi)+ Discussion Materials of Qatalyst Partners LP for the Special Committee, dated July  31, 2024.

(c)(xii)+ Discussion Materials of Barclays Capital Inc. for the Special Committee, dated July  31, 2024.

(c)(xiii)+ Discussion Materials of Centerview Partners LLC for TA, dated July 3, 2024.

(c)(xiv)+ Discussion Materials of Centerview Partners LLC for TA, dated July 20, 2024.

(d)(i) Agreement and Plan of Merger, dated as of July 31, 2024, by and among R1 RCM, Inc., Raven Acquisition Holdings, LLC and Project Raven Merger Sub, Inc. (included as Annex A to the Proxy Statement and incorporated herein by reference).

(d)(ii) Voting Agreement, dated as of July 31, 2024, by and between R1 RCM Inc. and TCP-ASC ACHI Series LLLP (included as Annex B to the Proxy Statement and incorporated herein by reference).

(d)(iii)+ Equity Commitment Letter, dated as of July  31, 2024 (as amended modified or supplemented (including by waiver or consent) from time to time), by and among Raven Acquisition Holdings, LLC, TowerBrook Investors VI Executive Fund, L.P., TowerBrook Investors VI (Onshore), L.P., TowerBrook Investors VI (892), L.P., TowerBrook Investors VI (OS), L.P., TCC Opportunities, L.P., TB Empire Opportunities, L.P. and Clayton, Dubilier & Rice Fund XII, L.P.

(d)(iv) Project Raven Amended and Restated Commitment Letter, dated as of August  27, 2024 (as amended, modified or supplemented (including by waiver or consent) from time to time), by and among Raven Acquisition Holdings, LLC, Deutsche Bank Securities, Inc., Deutsche Bank AG New York Branch, Royal Bank of Canada, RBC Capital Markets and the other arrangers referenced therein.

(d)(v)+ Limited Guarantee, dated as of July 31, 2024, by and between TowerBrook Investors VI Executive Fund, L.P., TowerBrook Investors VI (Onshore), L.P., TowerBrook Investors VI (892), L.P., TowerBrook Investors VI (OS), L.P., TCC Opportunities, L.P., TB Empire Opportunities, L.P., Clayton, Dubilier & Rice Fund XII, L.P. and R1 RCM Inc.

20

(d)(vi)+ Offer Letter, dated as of July 31. 2024, by and between Joseph Flanagan and Project Raven Merger Sub, Inc.

(d)(vii)+ Consulting Agreement, dated as of August 13, 2024, by and among TowerBrook Capital Partners L.P., Clayton, Dubilier & Rice, LLC and Joseph Flanagan.

(d)(viii)+ Interim Investors’ Agreement, dated as of July 31, 2024, by and among TCP-ASC ACHI Series LLLP, Clayton, Dubilier & Rice Fund XII, L.P., Raven Acquisition Holdings, LLC, Raven TopCo GP, LLC, Raven TopCo, L.P. and Project Raven Merger Sub, Inc.

(d)(ix) Amended and Restated Investor Rights Agreement, dated June  21, 2022, by and among R1 RCM Inc., R1 RCM Holdco Inc. and TCP-ASC ACHI Series LLLP (included as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on June 21, 2022 and incorporated herein by reference)

(d)(x) Amendment No. 1 to Amended and Restated Investor Rights Agreement, dated as of February 5, 2024, by and between R1 RCM Inc. and TCP-ASC ACHI Series LLLP (included as Exhibit 10.1 to the Company’s Current Report on Form  8-K filed on February  6, 2024 and incorporated herein by reference)

(d)(xi) Warrant, dated February 16, 2016, by and between R1 RCM Holdco Inc. (f/k/a R1 RCM, Inc.) and TCP-ASC ACHI Series LLLP (included as Exhibit 10.3 to the Quarterly Report of R1 RCM Holdco Inc. on Form 10-Q for the quarter ended March 31, 2016 filed on May  10, 2016 and incorporated herein by reference).

(d)(xii) Warrant Assignment and Assumption Agreement, dated June 21, 2022, by and among R1 RCM Inc., R1 RCM Holdco Inc. and TCP ASC ACHI Series LLLP. (included as Exhibit 4.6 to the Company’s Current Report filed on Form 8-K on June  21, 2022 and incorporated herein by reference)

(d)(xiii) Amended and Restated Limited Liability Limited Partnership Agreement of TCP-ASC ACHI Series LLLP, dated as of June 21, 2022, by and among TCP-ASC GP, LLC, Ascension Health Alliance and TI IV ACHI Holdings, LP. (included as Exhibit 7.3 to the TCP-ASC ACHI Series LLLP’s Schedule 13D filed on June 21, 2022 and incorporated herein by reference)

(d)(xiv) Second Amended and Restated Registration Rights Agreement, dated as of June  21, 2022, by and among R1 RCM Inc., R1 RCM Holdco Inc., TCP-ASC ACHI Series LLLP, IHC Health Services, Inc., Shared Business Services, LLC, CoyCo 1, L.P. and CoyCo 2, L.P. (included as Exhibit  4.1 to the Company’s Current Report filed on Form 8-K on June 21, 2022 and incorporated herein by reference)

21

SIGNATURES

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

[Signature Page to SC 13E-3/A]

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

[Signature Page to SC 13E-3/A]

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

[Signature Page to SC 13E-3/A]

[Signature Page to SC 13E-3/A]

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

[Signature Page to SC 13E-3/A]

Exhibit (d)(iv)

CONFIDENTIAL

August 27, 2024

Raven Acquisition Holdings, LLC

c/o TCP-ASC ACHI Series, LLLP

Park Avenue Tower

65 East 55th Street, 19th Floor

New York, NY 10022

Attention: Glenn F. Miller

and

c/o Clayton, Dubilier & Rice

375 Park Avenue, 18th Floor

New York, NY 10152

1

Attention: Michael G. Babiarz

Project Raven

Amended and Restated Commitment Letter

Ladies and Gentlemen:

Reference is made to the Commitment Letter (together with the schedules, exhibits and annexes attached thereto, the “Original Commitment Letter”), dated as of July 31, 2024 (the “Original Signing Date”), by and among Deutsche Bank Securities Inc. (“DBSI”), Deutsche Bank AG New York Branch (“DBNY” and, together with DBSI, “DB”), Royal Bank of Canada (“RBC”) and RBC Capital Markets (“RBCCM”) (RBC and RBCCM each acting through such of its affiliates or branches as it deems appropriate (it being understood RBC and RBCCM will be responsible for such affiliates or branches), collectively, “Royal Bank”; DB and Royal Bank, collectively, the “Original Commitment Parties”) and you.

You have advised each of the Original Commitment Parties, The Toronto-Dominion Bank, New York Branch (“TDB”) and TD Securities (USA) LLC (“TDS” and, together with TDB, “TD”), UBS AG, Stamford Branch (“UBSAG”) and UBS Securities LLC (“UBSS” and, together with UBSAG, “UBS”), Wells Fargo Bank, National Association (“WFB”) and Wells Fargo Securities, LLC (“WFS” and, together with WFB, “WF”), BNP Paribas (“BNPP”) and BNP Paribas Securities Corp. (“BNPS” and, together with BNPP, “BNP”), Banco Santander, S.A., New York Branch (“Santander”), Mizuho Bank, Ltd. (“Mizuho”), Natixis, New York Branch (“Natixis”), Sumitomo Mitsui Banking Corporation (“SMBC”), Citizens Bank, N.A. (“Citizens”), Apollo Capital Management, L.P., on behalf of one or more investment funds, separate accounts, and other entities owned (in whole or in part), controlled, managed, and/or advised by it or its affiliates (in such capacity “ACM”) and Apollo Global Funding, LLC (“AGF”, and together with ACM, “Apollo”), Ares Capital Management LLC (“Ares”), Golub Capital LLC (“Golub”; the Original Commitment Parties, TD, UBS, WF, BNP, Santander, Mizuho, Natixis, SMBC, Citizens, Apollo, Ares and Golub, collectively, “we,” “us” or the “Commitment Parties,” and each a “Commitment Party”) that Raven Acquisition Holdings, LLC, a Delaware limited liability company (the “Borrower” or “you”), a wholly owned direct subsidiary of Raven Intermediate Holdings, LLC, a Delaware limited liability company (“Holdings”), controlled directly or indirectly by TCP-ASC ACHI Series, LLLP (“TCP-ASC”) and Clayton, Dubilier & Rice, LLC (“CD&R”; CD&R and TCP-ASC, together with certain of their respective affiliates (including, in the case of TCP-ASC, TowerBrook Capital Partners L.P. (“Towerbrook”)) and associated funds, collectively, the “Sponsors”), together with certain other investors arranged by and/or designated by any of the Sponsors (which may include members of management of the Company (as defined below)) (collectively with the Sponsors, the “Investors”), intend to acquire (the “Acquisition”), directly or indirectly, 100.0% of the equity securities of an entity previously identified to us by you as “Raven” (the “Company”) pursuant to the Agreement and Plan of Merger, dated as of July 31, 2024, made by and among the Company, you and Project Raven Merger Sub, Inc. (“Merger Sub”) (together with all exhibits and schedules thereto, as amended, restated, supplemented or otherwise modified from time to time, collectively, the “Acquisition Agreement”). You have further advised 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, or the Summaries of Principal Terms and Conditions attached hereto as Exhibit B (the “Term Sheet”; this amended and restated commitment letter, the Transaction Description, the Term Sheet and the Summary of Additional Conditions attached hereto as Exhibit C, collectively, the “Commitment Letter”). The Original Commitment Letter is hereby amended, restated and superseded in its entirety as follows and such Original Commitment Letter shall be of no further force or effect; provided that for purposes of Sections 7 and 9 hereof, the terms “Commitment Letter” and “Fee Letter” shall be deemed to include the Original Commitment Letter and the Original Fee Letter (as defined below), as applicable and the Original Commitment Parties shall be entitled to the benefits of such provisions as if they were in effect on the Original Signing Date.

2

In connection with the Transactions, (A) each of the Commitment Parties listed on Schedule I-A hereto hereby commits, severally and not jointly to provide the applicable principal amount of the First Lien Closing Date Term Facility set forth on Schedule I-A hereto opposite its name (including, without limitation, at the Borrower’s election, any Flexed First Lien Term Loan Increase (as defined in the Fee Letter (as defined below))) (in such capacities, collectively, the “Initial First Lien Closing Date Term Lenders,” and each an “Initial First Lien Closing Date Term Lender”), (B) each of the Commitment Parties listed on Schedule I-B hereto hereby commits, severally and not jointly to provide the applicable principal amount of the First Lien Delayed Draw Term Facility set forth on Schedule I-B hereto opposite its name (in such capacities, collectively, the “Initial First Lien Delayed Draw Term Lenders,” and each an “Initial First Lien Delayed Draw Term Lender”) and (C) each of the Commitment Parties listed on Schedule I-C hereto hereby commits, severally and not jointly, to provide the applicable amount of the Revolving Facility set forth on Schedule I-C hereto opposite its name (in such capacities, collectively, the “Revolving Lenders,” and each a “Revolving Lender”, together with the Initial First Lien Closing Date Term Lenders and the Initial First Lien Delayed Draw Term Lenders, collectively the “Initial Lenders,” and each an “Initial Lender”), subject only to the satisfaction or waiver of the conditions referenced in Section 6 hereof.

It is agreed that:

(i) each of DBSI, RBCCM, TDS, UBSS, WFS, BNPS, Santander, Mizuho, Natixis, SMBC, Citizens, AGF and Golub will act as a joint lead arranger and joint bookrunner for the First Lien Facilities (the “Lead Arrangers” and each a “Lead Arranger”); and

(ii) DBNY will act as the administrative agent and collateral agent for the First Lien Facilities (in such capacities, the “First Lien Administrative Agent”).

It is further agreed that DB shall have “left side” designation and shall appear on the top left of any Information Materials (as defined below) and all other offering or marketing materials in respect of the First Lien Facilities, with Royal Bank appearing immediately to the right of DB. All other financial institutions and any other Lead Arranger will be listed in customary fashion (as mutually agreed to by you and the Lead Arrangers) on any Information Materials (as defined below) and all other offering or marketing materials in respect of the First Lien Facilities.

You agree that no other agents, co-agents, arrangers, bookrunners, managers or co-managers will be appointed, no other titles will be awarded and no compensation (other than compensation expressly contemplated by this Commitment Letter and the Fee Letter (as defined below)) will be paid to any Lender (as defined below) by you or any of your affiliates in order to obtain its commitment to participate in the First Lien Facilities unless you and we shall so reasonably agree.

Notwithstanding anything herein or in the Term Sheet to the contrary, (a) Ares shall not act as an underwriter, arranger, trustee, agent or in a similar role or otherwise perform any services hereunder or receive any fees for such services, and (b) the role of Ares hereunder and under the Term Sheet shall be limited to their commitments to provide debt financing as a principal pursuant to the terms hereof.

3

The Lead Arrangers reserve the right, prior to or after the Closing Date (as defined below), but subject to the limitations set forth herein, to syndicate all or a portion of the Initial Lenders’ commitments hereunder to a group of banks, financial institutions and other institutional lenders and investors (together with the Initial Lenders, the “Lenders”) identified by the Lead Arrangers in consultation with you and with your consent (which consent shall not be unreasonably withheld or delayed); provided that (a) the Lead Arrangers agree not to syndicate their commitments to (i) competitors of the Borrower, the Company or any of their respective subsidiaries from time to time, (ii) any persons that are engaged as principals primarily in private equity, mezzanine financing or venture capital and certain banks, financial institutions, other institutional lenders and other entities, in each case, that have been specified to the Lead Arrangers by you or the Sponsors in writing on or prior to the date hereof (and in the case of the Original Commitment Parties, prior to the Original Signing Date) (which list may be updated (x) after the date hereof, but prior to the Closing Date, with the consent of the Lead Arrangers holding a majority of the aggregate amount of outstanding financing commitments in respect of the First Lien Facilities on the date hereof (the “Majority Lead Arrangers”) (such consent not to be unreasonably withheld or delayed) and (y) on and after the Closing Date, with the First Lien Administrative Agent’s consent (such consent not to be unreasonably withheld, conditioned or delayed)) and (iii) as to any entity referenced in each case of clauses (i) and (ii) above (the “Primary Disqualified Lender”), any of such Primary Disqualified Lender’s known affiliates or affiliates identified in writing to the Lead Arrangers from time to time or otherwise readily identifiable by name, but excluding, in the case of clause (i), any bona fide diversified debt fund with respect to which the Primary Disqualified Lender does not, directly or indirectly, possess the power to direct or cause the direction of the investment policies of such entity (clauses (i), (ii) and (iii) above, collectively, the “Disqualified Lenders”) and that no Disqualified Lenders may become Lenders (provided that any additional designation permitted by the foregoing shall not apply retroactively to any prior assignment to any Lender (or prior participation in the First Lien Facilities) permitted hereunder at the time of such assignment (or prior participation in the First Lien Facilities)) and (b) notwithstanding the Lead Arrangers’ right to syndicate the First Lien Facilities and receive commitments with respect thereto, (i) no Initial Lender shall be relieved, released or novated from its obligations hereunder (including its obligation to fund the First Lien Facilities on the date of the consummation of the Acquisition with the proceeds of the initial funding under the First Lien Facilities (the date of such funding, the “Closing Date”)) in connection with any syndication, assignment or participation of the First Lien Facilities, including its commitments in respect thereof, until after the initial funding under the First Lien Facilities on the Closing Date has occurred, (ii) no assignment or novation shall become effective with respect to all or any portion of any Initial Lender’s commitments in respect of the First Lien Facilities until after the initial funding or effectiveness, as applicable, of the First Lien Facilities has occurred and (iii) unless you otherwise agree in writing, each Initial Lender shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the First Lien Facilities, including all rights with respect to consents, modifications, supplements, waivers and amendments, until the initial funding under the First Lien Facilities on the Closing Date has occurred.

Without limiting your obligations to assist with syndication efforts as set forth herein, it is understood that the Initial Lenders’ commitments hereunder are not conditioned upon the syndication of, or receipt of commitments in respect of, the First Lien Facilities and in no event shall the commencement or successful completion of syndication of the First Lien Facilities constitute a condition to the effectiveness of the Facilities Documentation (as defined below) or the availability or funding of the First Lien Facilities on the Closing Date. The Lead Arrangers may commence syndication efforts with respect to the First Lien Facilities promptly (taking into account the expected timing of the Acquisition) after your execution of this Commitment Letter and, as part of their syndication efforts, it is their intent to have Lenders commit to the First Lien Facilities prior to the Closing Date (subject to the limitations set forth in the preceding paragraph). Until the earlier to occur of (A) the date upon which a Successful Syndication

4

(as defined in the Fee Letter) is achieved and (B) 60 days after the Closing Date (such earlier date, the “Syndication Date”), you agree to assist the Lead Arrangers in attempting to complete a syndication that is reasonably satisfactory to the Lead Arrangers and you. Such assistance shall be limited to (a) your using commercially reasonable efforts to ensure that any syndication efforts benefit from your existing lending and investment banking relationships and the existing lending and investment banking relationships of the Sponsors and, to the extent practical and appropriate and not in contravention of the Acquisition Agreement, the Company’s existing lending and investment banking relationships, (b) your providing direct contact (which may be virtual to the extent circumstances so require) between appropriate members of senior management, certain representatives and certain non-legal 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 facilitate such contact between appropriate members of senior management of the Company, on the one hand, and the proposed Lenders, on the other hand, to the extent practical and appropriate and not in contravention of the Acquisition Agreement), in all such cases at times and locations mutually agreed upon, (c) your assistance (including the use of commercially reasonable efforts to cause the Company to assist to the extent practical and appropriate and not in contravention of the Acquisition Agreement) in the preparation of the Information Materials and other customary offering and marketing materials to be used in connection with the syndication, (d) using your commercially reasonable efforts, with the Lead Arrangers’ assistance, to procure prior to or concurrent with the launch of the general syndication of the First Lien Facilities, at your expense, (i) public ratings (but not specific ratings) for the First Lien Closing Date Term Facility and the First Lien Delayed Draw Term Facility from each of S&P Global Ratings (“S&P”) and Moody’s Investors Service, Inc. (“Moody’s”), and (ii) a public corporate credit rating and a public corporate family rating (but not specific ratings in either case) in respect of the Borrower after giving effect to the Transactions from each of S&P and Moody’s, respectively, (e) the hosting, with the Lead Arrangers, of one meeting of prospective Lenders at a time and location (which may be virtual to the extent circumstances so require) to be mutually agreed upon (and your using commercially reasonable efforts to cause certain senior officers of the Company to be available for each such meeting to the extent practical and appropriate and not in contravention of the Acquisition Agreement), and (f) prior to the Syndication Date, there being no competing issues, offerings or placements of debt securities or commercial bank or other credit facilities by or on behalf of you or any of your subsidiaries (and your using commercially reasonable efforts to ensure there are no competing issues, offerings or placements of debt securities or commercial bank or other credit facilities by or on behalf of the Company and its subsidiaries, to the extent practical and appropriate and not in contravention of the Acquisition Agreement) being offered, placed or arranged (other than (1) the First Lien Facilities, (2) borrowings under the Company’s existing credit facilities and/or extensions and renewals of existing indebtedness or any other indebtedness of the Company and its subsidiaries or affiliates permitted to be incurred pursuant to the Acquisition Agreement and (3) Senior Secured Notes (as defined in the Fee Letter)) without the consent of the Lead Arrangers, if such issuance, offering, placement or arrangement would reasonably be expected to materially impair the primary syndication of the First Lien Facilities (it being understood that the Company’s and its subsidiaries’ ordinary course debt, working capital facilities and ordinary course capital leases, overdraft facilities (if any), purchase money and equipment financings will not materially impair the syndication of the First Lien Facilities). Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter (as defined below) or any other letter agreement or undertaking concerning the financing of the Transactions to the contrary, neither the obtaining of the ratings referenced above nor the compliance with any of the provisions set forth in this Commitment Letter (other than as expressly set forth in Section 6 hereof or on Exhibit C) shall constitute a condition to the commitments hereunder or the funding of the First Lien Facilities on the Closing Date. The Lead Arrangers acknowledge that the Company and its subsidiaries are not restricted from incurring debt or liens prior to the Closing Date, except as specifically set forth in the Acquisition Agreement, and that prior to the Closing Date, the Company is obligated to assist you with respect to the First Lien Facilities only to the extent set forth in the Acquisition Agreement. Your obligations under this Commitment Letter and the Fee Letter to use commercially

5

reasonable efforts to cause the Company or its management to take (or to refrain from taking) any action will not require you to (a) take any legal action against the Company, its management or any other party under the Acquisition Agreement, (b) take any other action that is in contravention of the terms of the Acquisition Agreement or (c) terminate the Acquisition Agreement.

The Lead Arrangers, in their capacities as such, will manage, in consultation with you, all aspects of any syndication of the First Lien 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 , the allocation of the commitments among the Lenders and the amount and distribution of fees among the Lenders (subject, in each case, to your consent rights set forth in the second preceding paragraph (including, for the avoidance of doubt, with respect to the allocation levels) and excluding Disqualified Lenders). To assist the Lead Arrangers in their syndication efforts, you agree to promptly prepare and provide (and to use commercially reasonable efforts to cause the Sponsors and, to the extent practical and appropriate and not in contravention of the Acquisition Agreement, to cause the Company to provide) to the Lead Arrangers all customary and reasonably available information with respect to you, the Company and each of your and its respective subsidiaries and the Transactions, including customary financial information and projections prepared by the Borrower and reasonably available to you (such projections, including financial estimates, forecasts, other forward-looking information and pro forma information, the “Projections”), as the Lead Arrangers may reasonably request in connection with the structuring, arrangement and syndication of the First Lien Facilities. For the avoidance of doubt, you will not be required to provide (i) any financial information (other than the financial statements referenced in numbered paragraphs 5 and 6 of Exhibit C hereto) concerning the Company that the Company does not maintain in the ordinary course of business, (ii) any other information with respect to the Company not reasonably available to the Company under its current reporting systems or (iii) trade secrets or competitively sensitive information to the extent that the provision thereof would violate any law, rule or regulation, binding agreement, fiduciary duty, or any obligation of confidentiality binding upon, or waive any privilege that may be asserted by, you, the Company or any of your or the Company’s respective affiliates; provided that (a) in the event you do not provide information pursuant to clause (iii) above in reliance on this sentence that the Lead Arrangers have specifically identified and requested, you shall provide notice to the Lead Arrangers that such information is being withheld (and solely to the extent you are able to do so without violating the applicable obligation or waiving privilege and you shall exercise commercially reasonable efforts to communicate the applicable information in a manner that would not violate the applicable obligation or risk waiver of such privilege) and (b) none of the foregoing shall be construed to limit any of your, the Company’s or the Borrower’s representations and warranties set forth in Section 4 hereof (and any corresponding representation in the Information Memorandum (as defined below) or the Facilities Documentation, as applicable). Notwithstanding anything herein to the contrary, the only financial statements that shall be required to be provided to the Commitment Parties in connection with the syndication of the First Lien Facilities or as a condition to the commitment hereunder or funding of the First Lien Facilities on the Closing Date shall be those required to be delivered pursuant to paragraphs 5 and 6 of Exhibit C hereto (as and when required pursuant to the terms hereof) and the provision of other information contemplated by this paragraph shall not constitute a condition to the commitments hereunder or the funding of the First Lien Facilities on the Closing Date.

You hereby acknowledge that (a) the Lead Arrangers will make available Information (as defined below), the Projections and other customary offering and marketing material and presentations, including confidential information memoranda to be used in connection with the syndication of the First Lien Facilities (the “Information Memorandum”) (such Information, Projections, other customary offering and marketing material and the Information Memorandum (all of which, when taken as a whole, shall be in form and substance consistent with confidential information memoranda and other marketing materials for recent transactions involving existing borrowers of affiliates of (at your election) any Sponsor, as

6

modified to take into account the Transactions), collectively, with the Term Sheet, the “Information Materials”) on a confidential basis to the proposed syndicate of Lenders by posting the Information Materials on Intralinks, Debt X, SyndTrak Online or by similar electronic means (an “Electronic Platform”) and (b) certain of the Lenders may be “public side” Lenders (i.e., Lenders who may be engaged in investment and other market-related activities with respect to you or the Company or your or the Company’s respective securities that do not wish to receive material information with respect to you, the Company, or your or their securities that is not publicly available or has not been made available to investors in connection with a Rule 144A or public offering of the Borrower’s or the Company’s securities (“MNPI”) (such Lenders each, a “Public Sider” and each Lender that is not a Public Sider, a “Private Sider”)).

At the reasonable request of the Lead Arrangers, you agree to assist (and to use commercially reasonable efforts to cause the Sponsors and, to the extent practical and appropriate and not in contravention of the Acquisition Agreement, the Company to assist) the Lead Arrangers in preparing an additional version of the Information Materials to be used in connection with the syndication of the First Lien Facilities that does not include MNPI (all such information and documentation being “Public Information”) to be used by Public Siders. It is understood that in connection with your assistance described above, you shall use commercially reasonable efforts to cause the Company to provide the Lead Arrangers with authorization letters customary for affiliates of (at your election) any Sponsor for inclusion in any Information Materials that authorize the distribution thereof to prospective Lenders and shall represent that the additional version of the Information Materials does not include any information that would be MNPI (other than information about the Transactions or the First Lien Facilities) and the Information Materials shall exculpate you, the Sponsor, the affiliates of the Sponsor, the Company, the affiliates of the Company and the Lead Arrangers and their respective affiliates with respect to any liability related to the use or misuse of the contents of the Information Materials or related offering and marketing materials by the recipients thereof; provided in the event that the Company shall fail to provide such authorization letters after your use of commercially reasonable efforts, such authorization letters shall be provided by the Borrower. Before distribution of any Information Materials, you agree to, at the Lead Arrangers’ reasonable request, use commercially reasonable efforts to identify that portion of the Information Materials that may be distributed to the Public Siders as containing solely “Public Information,” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof. By marking Information Materials as “PUBLIC,” you shall be deemed to have authorized the Commitment Parties and the proposed Lenders to treat such Information Materials as not containing any MNPI (it being understood that you shall not be under any obligation to mark any particular Information Materials “PUBLIC”). You agree that, unless expressly identified as “PUBLIC” or “Public Information,” each document to be disseminated by the Lead Arrangers (or any other agent) to any Lender in connection with the First Lien Facilities will, except as provided in the following paragraph, be deemed to contain MNPI and the Lead Arrangers will not make any such materials available to Public Siders.

You acknowledge and agree that, subject to the confidentiality and other provisions of this Commitment Letter, the following documents may be distributed to both Private Siders and Public Siders (provided that such materials have been provided to you and your counsel for review a reasonable period of time prior thereto), unless you advise the Lead Arrangers in writing (including by email) within a reasonable time prior to their intended distribution that such materials should only be distributed to Private Siders: (a) administrative materials prepared by the Lead Arrangers for prospective Lenders (such as a lender meeting invitation, bank allocation, if any, and funding and closing memoranda), (b) term sheets setting forth, and notification of changes in, the First Lien Facilities’ terms and conditions and (c) drafts and final versions of the First Lien Facilities Documentation (such final versions, the “Facilities Documentation”). If you so advise the Lead Arrangers in writing (including by email) that any of the foregoing should be distributed only to Private Siders, then Public Siders will not receive such materials from the Lead Arrangers without your consent. You will be solely responsible for the contents of the Information Memorandum and each of the Commitment Parties shall be entitled to use and rely upon the information contained therein without responsibility for independent verification thereof.

7

You hereby represent and warrant that (as to the Company and its subsidiaries and businesses, to the best of your knowledge), (a) all written information and written data (other than the Projections and other than information of a general economic or industry specific nature, the “Information”) that has been or will be made available to any Commitment Party by you or by any of your representatives on your behalf in connection with the Transactions contemplated hereby, when taken as a whole after giving effect to all supplements and updates provided thereto, is or will be, when furnished, correct in all material respects and 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, when taken as a whole, not materially misleading in light of the circumstances under which such statements are made and (b) the Projections that have been or will be made available to any Commitment Party by you or by any of your representatives on your behalf in connection with the Transactions contemplated hereby, when taken as a whole, have been, or will be, prepared in good faith based upon assumptions that are believed by you to be reasonable at the time prepared and at the time the related Projections are so furnished; 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 and the Sponsors’ 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. You agree that, if at any time prior to the Closing 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 and the Projections were being furnished, and such representations were being made, at such time, then you will (and with respect to the Company and its subsidiaries, will use commercially reasonable efforts to) promptly supplement the Information and the Projections such that (with respect to the Information and Projections relating to the Company and its subsidiaries, to the best of your knowledge) such representations and warranties are correct 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. Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter, none of the making of the foregoing representations, any supplements thereto, or the accuracy of any such representations and warranties, whether or not cured, shall constitute a condition precedent to the availability of the commitments and obligations of the Initial Lenders hereunder or the funding of the First Lien Facilities on the Closing Date. In arranging and syndicating the First Lien Facilities, each of the Commitment Parties (i) will be entitled to use and rely primarily on the Information and the Projections without responsibility for independent verification thereof and (ii) does not assume responsibility for the accuracy or completeness of the Information or the Projections.

As consideration for the commitments of the Initial Lenders hereunder and for the agreement of the Lead Arrangers to perform the services described herein, you agree to pay (or cause to be paid) the fees set forth in the Term Sheet and in that certain amended and restated fee letter dated the date hereof (the “Fee Letter”, which amends and restates the Fee Letter, dated as of July 31, 2024, by and among the Original Commitment Parties and you (the “Original Fee Letter”)) among you, us and certain of our affiliates and delivered herewith with respect to the First Lien Facilities, if and to the extent payable. Once paid, such fees shall not be refundable under any circumstances except as otherwise expressly agreed in writing.

8

The commitments of the Initial Lenders hereunder to fund the First Lien Facilities on the Closing Date and the agreements of the Lead Arrangers to perform the services described herein, in each case, are subject solely to the satisfaction (or waiver by the Commitment Parties) of (a) the conditions expressly set forth in the immediately following paragraph, (b) the conditions set forth in the paragraph entitled “Conditions to Initial Borrowing under the First Lien Facilities” in Exhibit B hereto, and (c) the applicable conditions set forth in Exhibit C hereto, in each case limited on the Closing Date as indicated therein, and, upon satisfaction (or waiver by the requisite Commitment Parties) of such conditions, the initial funding or effectiveness, as applicable, of the First Lien Facilities shall occur. There are no conditions (implied or otherwise) to the commitments hereunder, and there will be no conditions (implied or otherwise) under the Facilities Documentation to the initial funding or effectiveness, as applicable, of the First Lien Facilities on the Closing Date, including compliance with the terms (but not the conditions) of this Commitment Letter, the Fee Letter and the Facilities Documentation, other than those that are expressly referred to in the immediately preceding sentence.

Subject to the Conditionality Provisions (as defined below), in addition, the commitments of the Initial Lenders hereunder are subject to (a) the execution and delivery by the Borrower and the Guarantors (as defined in Exhibit B hereto) (after giving effect to the Acquisition), as applicable, of, solely in the case of the First Lien Facilities, the First Lien Facilities Documentation consistent with the Sponsor Precedent (as defined below), as modified in a manner consistent with this Commitment Letter, the Term Sheet and the Fee Letter subject to the Conditionality Provisions (as defined below) and (b) receipt of customary legal opinions, customary secretary’s certificates (certifying solely as to incumbency, authorizing resolutions, good standing and organizational documents and the Specified Representations (as defined below)), customary evidence of authorization and a solvency certificate of a senior financial officer or an officer serving the equivalent function of Holdings or the Borrower in substantially the form of Annex I to Exhibit C hereto.

For purposes of this Commitment Letter, the Term Sheet and the Fee Letter, “Sponsor Precedent” shall mean collectively the definitive documentation for the senior secured bank facilities incurred by Fortress Intermediate 3, Inc. on June 27, 2024, with JPMorgan Chase Bank, N.A., as administrative agent (the credit agreement documenting such facilities, the “Fortress Credit Agreement Precedent”), reflecting the terms set forth in this Commitment Letter and the Fee Letter with (a) modifications to permit the Transactions and the other transactions contemplated by the Acquisition Agreement, (b) modifications to reflect changes in law or accounting standards since the date of such precedent, (c) modifications to reflect the operational and strategic requirements of the Borrower and its subsidiaries in light of the size, operations, total assets, financial accounting, geographic location, industry, business and business practices of the Borrower and its subsidiaries, (d) matters disclosed in the Acquisition Agreement and the proposed business plan (including the Sponsors’ investment thesis), (e) modifications to reflect the sponsor model delivered to the applicable Lead Arrangers on July 30, 2024 (the “Sponsor Model”) and the quality of earnings report delivered to the applicable Lead Arrangers on June 27, 2024 (the “QofE Report”), (f) with respect to basket amounts and leverage-based thresholds and subject to clause (a), modifications to reflect the Closing Date leverage and consolidated EBITDA of the Company and its subsidiaries relative to the respective amounts, thresholds and consolidated EBITDA for the Borrower and its subsidiaries in the Fortress Credit Agreement Precedent, including without limitation, in no event less than the amounts, or more restrictive than the ratios, set forth in Annex II to Exhibit B hereto, and (g) modifications to reflect reasonable administrative and operational requirements of the First Lien Administrative Agent as agreed to by the Borrower. Without limiting the conditions precedent to funding provided herein, you and the Commitment Parties will cooperate with each other in coordinating the timing and procedures for the funding of the First Lien Facilities in a manner consistent with the Acquisition Agreement.

9

Notwithstanding anything in this Commitment Letter (including each of the exhibits attached hereto), 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 that will be made and the making of which shall be a condition to the availability of the First Lien Facilities on the Closing Date shall be (A) such of the representations and warranties made by the Company, in each case, with respect to the Company and its subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders in their capacity as such, but only to the extent that you (or your affiliates party thereto) have the right (taking into account any applicable grace periods or cure provisions) to terminate your (and/or their respective) obligations under the Acquisition Agreement, or the right to decline to consummate the Acquisition (in each case, in accordance with the terms thereof and without resulting in the payment of any fees, liquidated damages or other amounts under the Acquisition Agreement), as a result of a failure of a condition resulting from a breach of such representations and warranties in the Acquisition Agreement (to such extent, the “Specified Acquisition Agreement Representations”) and (B) the Specified Representations (as defined below) in the Facilities Documentation and (ii) the terms of the Facilities Documentation shall be in a form such that they do not impair the availability of the First Lien Facilities on the Closing Date if the conditions expressly set forth in the second paragraph of this Section 6 and, solely in the case of the First Lien Facilities, in the paragraph entitled “Conditions to Initial Borrowing under the First Lien Facilities” in Exhibit B hereto and in Exhibit C hereto are satisfied or waived (it being understood that, to the extent any guarantee, lien search, insurance certificate or endorsement or security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge and perfection of the security interests in equity securities of the Borrower (to the extent required under the terms of Exhibit B hereto) and assets with respect to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code; provided that stock certificates for the entities comprising the Company and its subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Company and necessary for perfection) after your use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such guarantee, lien search, insurance certificate or endorsement or the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the First Lien Facilities on the Closing Date, but instead shall be required to be provided and/or delivered after the Closing Date pursuant to arrangements and timing to be mutually agreed by the First Lien Administrative Agent and the Borrower acting reasonably, but in any event not later than 90 days after the Closing Date (or any such longer period as the First Lien Administrative Agent may determine in its reasonable discretion)). For purposes hereof, “Specified Representations” means the representations and warranties of the Borrower and the other Guarantors (after giving effect to the Acquisition) set forth in the Facilities Documentation relating (i) to corporate or other organizational existence, power and authority, due authorization, execution and delivery (in each case, related to the entering into and performance of the Facilities Documentation by the Borrower and the other Guarantors), (ii) Federal Reserve margin regulations (solely as they relate to the use of proceeds on the Closing Date), (iii) the Investment Company Act of 1940, (iv) use of proceeds not violating the PATRIOT Act (as defined below) to the extent applicable to the Borrower and the Guarantors and their respective restricted subsidiaries, (v) enforceability and no violation of, or conflict with organizational documents of the Borrower and the other Guarantors, in each case, related to the entering into and performance of the Facilities Documentation, (vi) solvency as of the Closing Date (after giving effect to the Transactions) of the Borrower and its subsidiaries on a consolidated basis (with solvency to be defined in a manner consistent with the solvency certificate to be delivered in the form set forth in Annex I attached to Exhibit C hereto), and (vii) subject to the provisions of this Section 6, creation, validity and perfection of security interests in the Collateral (subject to permitted liens as set forth in the Facilities Documentation). For the avoidance of doubt, in no event shall the Company or any of its subsidiaries be required to execute any Facilities Documentation or any other document or instruments (other than customary authorization letters and management representation letters) prior to, or that become effective prior to, the consummation of the acquisition and the funding of the First Lien Closing Date Term Facility. This paragraph, and the provisions herein, shall be referred to as the “Conditionality Provisions.”

10

You agree that (i) in no event shall any Commitment Party, and their respective affiliates and their respective officers, directors, employees, advisors, and agents (other than Excluded Affiliates (as defined below) in their capacities as such) (each, and including, without limitation, the Commitment Parties, an “Arranger-Related Person”) have any Liabilities, on any theory of liability, for any special, indirect, consequential or punitive damages incurred by you, your affiliates or your respective equity holders arising out of, in connection with, or as a result of, this Commitment Letter or the Fee Letter, or any other agreement or instrument contemplated hereby or thereby and (ii) no Arranger-Related Person shall have any Liabilities arising from, or be responsible for, the use by others of Information or other materials (including, without limitation, any personal data) obtained through electronic, telecommunications or other information transmission systems, including an Electronic Platform or otherwise via the internet; provided that the foregoing limitation in subclause (ii) will not apply to Liabilities to the extent that they have resulted from the fraud, willful misconduct, bad faith or gross negligence of, or material breach of its obligations under this Commitment Letter, the Fee Letter or any other agreement or instrument contemplated hereby or thereby by, any Arranger-Related Person (as determined by a court of competent jurisdiction in a final and non-appealable decision), provided, further, that, nothing in this clause (a) shall relieve you of any obligation you may have to indemnify an Indemnified Person, as provided in clause (b) below, against any special, indirect, consequential or punitive damages asserted against such Indemnified Person by a third party. You agree, to the extent permitted by applicable law, to not assert any claims against any Arranger-Related Person with respect to any of the foregoing. As used herein, the term “Liabilities” shall mean any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.

To induce the Commitment Parties to enter into this Commitment Letter and the Fee Letter and to proceed with the documentation of the First Lien Facilities, you agree (a) to indemnify and hold harmless each Commitment Party, its respective affiliates and the respective officers, members, partners, directors, employees, agents and controlling persons and other representatives of each of the foregoing, but excluding (x) any of the foregoing in its capacity, if applicable, as financial advisor to the Company or any of its direct or indirect equity holders or affiliates in connection with the Transactions (each, a “Sell-Side Advisor”), such Sell-Side Advisor’s affiliates and such Sell-Side Advisor’s and its affiliates’ respective officers, members, partners, directors, employees, agents and controlling persons and other representatives 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 such Private Equity Affiliate’s affiliates and such Private Equity Affiliate’s and its affiliates’ respective officers, members, partners, directors, employees, agents and controlling persons and other representatives in such capacity and (z) any Investor in its capacity as such and such Investor’s affiliates and such Investor’s and its affiliates’ respective officers, members, partners, directors, employees, agents and controlling persons and other representatives in such capacity (each, other than such excluded parties, an “Indemnified Person”), from and against any and all losses, claims, damages and liabilities of any kind or nature actually incurred and reasonable and documented and invoiced out-of-pocket fees and expenses, joint or several, to which any such Indemnified Person may become subject to the extent arising out of, resulting from or in connection with any claim, litigation, investigation or proceeding resulting from this Commitment Letter (including the Term Sheet), the Fee Letter, the Acquisition Agreement, the Transactions, the First Lien

11

Facilities or any use of the proceeds thereof (any of the foregoing, a “Proceeding”), regardless of whether any such Indemnified Person is a party thereto, whether or not such Proceedings are brought by or against you, your equity holders, affiliates, creditors, the Company or any other third person, and to reimburse each such Indemnified Person within 30 days after receipt of a written request together with reasonably detailed backup documentation for any reasonable and documented and invoiced out-of-pocket legal expenses of one firm of counsel for all such Indemnified Persons, taken as a whole and, if applicable, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of all such Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict retains its own counsel and informs you, of another firm of counsel for such affected Indemnified Person in each applicable jurisdiction) (or otherwise as agreed by the Borrower) and other reasonable and documented and invoiced out-of-pocket fees and 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 related expenses to the extent that they have resulted from (i) the fraud, willful misconduct, bad faith or gross negligence of such Indemnified Person or any of such Indemnified Person’s controlled affiliates or any of its or their respective officers, directors, employees, agents, advisors or other representatives (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach of the obligations of such Indemnified Person or any of such Indemnified Person’s controlled affiliates or any of its or their respective officers, directors, employees, agents, advisors or other representatives under this Commitment Letter, the Term Sheet or the Fee Letter or any other agreement or instrument contemplated hereby or thereby (as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) any Proceeding that does not involve an act or omission by you or any of your controlled affiliates and that is brought by an Indemnified Person against any other Indemnified Person (other than any claims against a Commitment Party in its capacity or in fulfilling its role as the First Lien Administrative Agent, an arranger or any similar role in respect of the First Lien Facilities to the extent none of the exceptions in clauses (i) and (ii) of this proviso would apply) and (b) to the extent that the Closing Date occurs, to reimburse each Commitment Party from time to time, upon presentation of a summary statement, for all reasonable and documented and invoiced out-of-pocket expenses, syndication expenses and reasonable documented and invoiced fees, disbursements and other charges of counsel to the First Lien Administrative Agent identified in the Term Sheet (and, for the avoidance of doubt, not of counsel to any Commitment Party or Lead Arranger individually) and of a single local counsel to the First Lien Administrative Agent in each appropriate jurisdiction (except allocated costs of in-house counsel) (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict retains its own counsel and informs you, of another firm of counsel for such affected Indemnified Person), in each case incurred in connection with the First Lien Facilities and the preparation, negotiation and enforcement of this Commitment Letter, the Fee Letter, the Facilities Documentation and any security arrangements in connection therewith and, in the case of any other advisors or consultants, shall be limited to those Persons approved by you.

You shall not, without the prior written consent of any Indemnified Person (which consent shall not be unreasonably withheld, delayed or conditioned), effect any settlement of any pending or threatened proceedings in respect of which indemnity could have been sought hereunder by such Indemnified Person unless such settlement (i) includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability or claims that are the subject matter of such proceedings and (ii) does not include any statement as to or any admission of fault, culpability, wrongdoing or a failure to act by or on behalf of any Indemnified Person. Each Indemnified Person shall be severally obligated to refund or return any and all amounts paid by you under this Section 7 to the extent such Indemnified Person is not entitled to payment of such amounts in accordance with the terms hereof (as determined by a court of competent jurisdiction in a final nonappealable decision).

12

You shall not be liable for any settlement of any Proceeding (or expenses solely in respect of such settlement) effected without your consent (which consent shall not be unreasonably withheld, delayed or conditioned), but if settled with your written consent or if there is a judgment against an Indemnified Person by a court of competent jurisdiction in any such Proceeding, you agree to indemnify and hold harmless each Indemnified Person from and against any and all losses, claims, damages, liabilities and expenses actually incurred by reason of such settlement or judgment in accordance with and to the extent provided in the other provisions of this Section 7.

In case any Proceeding is instituted involving any Indemnified Person for which indemnification is to be sought hereunder by such Indemnified Person, then such Indemnified Person will promptly notify you of the commencement of any Proceeding after such Indemnified Person has actual knowledge of the same; provided, however, that the failure so to notify you will not relieve you from any liability that you may have to such indemnified person pursuant to this Section 7.

It is further agreed that the Initial Lenders shall be severally liable in respect of their respective commitments to the First Lien Facilities on a several, and not joint, basis with any other Initial Lender, and no Initial Lender shall be responsible for the commitment of any other Initial Lender.

You acknowledge that the Commitment Parties and their respective affiliates may be providing debt financing or equity capital or other services (including, without limitation, financial advisory services) to other persons in respect of which you, the Company and your and its respective affiliates may have conflicting interests regarding the transactions described herein and otherwise. The Commitment Parties and their respective affiliates will not use confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter or their other relationships with you in connection with the performance by them or their respective affiliates of services for other persons, and none of the Commitment Parties or their respective affiliates will furnish any such information to other persons, except to the extent permitted below. You also acknowledge that none of the Commitment Parties or their respective affiliates has 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 each of DBSI (or one of its affiliates) and RBC (or one of its affiliates) has 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 hand.

As you know, certain of the Commitment Parties, together with respective affiliates, may be full service securities firms engaged, either directly or through their respective affiliates, in various activities, including securities trading, commodities trading, investment management, financing, hedging and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, certain of the Commitment Parties or 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 the Company and

13

other companies which 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. The Commitment Parties or their respective 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 Company or other companies which may be the subject of the arrangements contemplated by this Commitment Letter or engage in commodities trading with any thereof.

The Commitment Parties and their respective affiliates may have economic interests that conflict with those of the Company and your economic interests. You agree that the Commitment Parties will each act under this letter as an independent contractor and that nothing in this Commitment Letter or the Fee Letter will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other similar duty between the Commitment Parties and you and the Company, your and their respective equity holders or your and their respective affiliates. 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 Commitment Parties and their respective affiliates, on the one hand, and you, on the other hand, (ii) in connection therewith and with the process leading to such transaction, the Commitment Parties and their respective affiliates are acting solely as a principal and not as agents or fiduciaries of you, the Company, your and their management, equity holders, creditors, affiliates or any other person, (iii) the Commitment Parties and their respective affiliates have not assumed an advisory or fiduciary responsibility in favor of you or your affiliates with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Commitment Parties or any of their respective affiliates have advised or are currently advising you or the Company 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 neither we nor any of our affiliates are advising you as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction and you are responsible for making your own independent judgment with respect to the transactions contemplated hereby and the process leading thereto. You agree that you will not claim that the Commitment Parties or their respective affiliates, as the case may be, have rendered advisory services in connection with the services provided pursuant to this Commitment Letter, or owe a fiduciary or similar duty to you or your affiliates, in connection with such transaction or the process leading thereto. You waive, to the fullest extent permitted by law, any claims you may have against us or our affiliates (in our capacities as Commitment Parties hereunder) for breach of fiduciary duty or alleged breach of fiduciary duty arising out of this Commitment Letter and agree that we and our affiliates shall have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, including your equity holders, employees or creditors.

You agree that you will not disclose the Fee Letter or the contents thereof or this Commitment Letter, the Term Sheet, the other exhibits and attachments hereto or the contents of each thereof to any person or entity without prior written approval of the Commitment Parties (such approval not to be unreasonably withheld, conditioned or delayed), except (a) to the Investors (or potential Investors) and to your and any of the Investors’ (or potential Investors’) officers, directors, agents, employees, attorneys, accountants, advisors, controlling persons or equity holders and to actual and potential co-investors who are informed of the confidential nature hereof and thereof (and, in each case, each of their attorneys) on a confidential and need-to-know basis, (b) if the Commitment Parties consent in writing (which may be via e-mail) to such proposed disclosure or (c) pursuant to the order of any court or administrative agency in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law or

14

legal process or to the extent requested or required by governmental and/or regulatory authorities, in each case based on the reasonable advice of your legal counsel (in which case you agree, to the extent practicable and not prohibited by applicable law, rule or regulation to inform us promptly thereof prior to disclosure); provided that you may disclose (i) this Commitment Letter, the Fee Letter, and the contents hereof and thereof, in each case, to the Company, the Company’s subsidiaries and their respective officers, directors, agents, employees, attorneys, accountants, advisors, controlling persons or equity holders (and each of their attorneys), on a confidential and need-to-know basis, (ii) this Commitment Letter and its contents (but not the Fee Letter or its contents) in any syndication or other marketing materials in connection with the First Lien Facilities or in connection with any public release or filing relating to the Transactions, (iii) this Commitment Letter, the Term Sheet and the other exhibits and annexes to this Commitment Letter, and the contents thereof, in each case, to potential Lenders, and their respective officers, directors, agents, employees, attorneys, accountants or advisors (but not the Fee Letter or its contents) and to rating agencies in connection with obtaining ratings for the Borrower and the First Lien Facilities, (iv) the aggregate fee amounts contained in the Fee Letter as part of the Projections, pro forma information or a generic disclosure of aggregate sources and uses related to fee amounts related to the Transactions to the extent customary or required in offering and marketing materials for the First Lien Facilities or Senior Secured Notes or in any public release or filing relating to the Transactions or the Senior Secured Notes, (v) this Commitment Letter and its contents (but not the Fee Letter or its contents) to the extent that such information becomes publicly available other than by reason of improper disclosure by you in violation of any confidentiality obligations hereunder and (vi) this Commitment Letter and the Fee Letter in connection with the enforcement of your rights hereunder. The foregoing restrictions shall cease to apply in respect of the existence and contents of this Commitment Letter (but not in respect of the Fee Letter and its contents) on the earlier of the Closing Date and the second anniversary of the date hereof.

Each Commitment Party and its respective affiliates will use all information provided to them or such affiliates by or on behalf of you hereunder or in connection with the Acquisition and the related Transactions solely for the purpose of providing the services which are the subject of this Commitment Letter and shall treat confidentially all such information and shall not publish, disclose to any person or entity or otherwise divulge such information; provided that nothing herein shall prevent any Commitment Party and its respective affiliates from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law, rule or regulation or compulsory legal process based on the reasonable advice of counsel (in which case such Commitment Party agrees (except with respect to any routine or ordinary course audit or examination conducted by bank accountants or any governmental bank regulatory authority or self-regulatory authority exercising examination or regulatory authority), to the extent practicable and not prohibited by applicable law, rule or regulation to inform you promptly thereof prior to disclosure), (b) upon the request or demand of any regulatory authority or self-regulatory authority having jurisdiction over such Commitment Party or any of its respective affiliates (in which case such Commitment Party agrees, to the extent practicable and not prohibited by applicable law, to inform you promptly thereof prior to disclosure (except with respect to any routine or ordinary course audit or examination conducted by bank accountants, or any governmental bank regulatory authority or self-regulatory authority exercising examination or regulatory authority)), (c) to the extent that such information becomes publicly available other than by reason of improper disclosure by such Commitment Party or any of its respective affiliates (other than Excluded Affiliates) or any of their respective members, partners, officers, directors, employees, legal counsel, independent auditors, professionals and other experts or agents, advisors, controlling persons and other representatives (the “Related Parties”) thereto in violation of any confidentiality obligations owing to you, the Investors, the Company or any of your or their respective affiliates (including those set forth in this paragraph), (d) to the extent that such information is or was received by such Commitment Party or its Related Parties from a third party that is not, to such Commitment Party’s knowledge, subject to contractual or fiduciary confidentiality

15

obligations owing to you, the Investors, the Company or any of your or their respective affiliates or Related Parties, (e) to the extent that such information is independently developed by such Commitment Party or its Related Parties without the use of any confidential information, (f) to the Commitment Parties’ respective affiliates (other than Excluded Affiliates) and to its and their respective officers, directors, employees, legal counsel, independent auditors, professionals and other experts or agents (collectively, the “Representatives”) who need to know such information in connection with the Transactions and who are subject to customary confidentiality obligations and who have been informed of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential (provided that such Commitment Party shall be responsible for the compliance of its affiliates and Representatives with the provisions of this Section 9), (g) to potential or prospective Lenders, participants or assignees and to any direct or indirect contractual counterparty to any swap transaction, derivative transaction or other similar transactions relating to the Borrower or any of its subsidiaries, subject to the proviso below, (h) to ratings agencies, in connection with obtaining the ratings described in Section 3 hereof, in consultation and coordination with you, (i) for purposes of establishing a due diligence defense in any legal proceedings, (j) as is necessary or advisable in protecting and enforcing the Commitment Parties’ rights with respect to this Commitment Letter or Fee Letter or (k) to the extent you shall have consented to such disclosure in writing; provided that (x) the disclosure of any such information to any Lenders or prospective Lenders or participants or prospective participants or contractual counterparties referred to above pursuant to clause (g) shall be made subject to the acknowledgment and acceptance by such Lender or prospective Lender or participant or prospective participant or contractual counterparty that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and each Commitment Party, including, without limitation, as agreed in any Information Materials or other marketing materials) in accordance with the standard syndication processes of such Commitment Party or customary market standards for dissemination of such type of information, which shall in any event require “click through” or other affirmative actions on the part of the recipient to access such information and (y) no such disclosure pursuant to clause (g) shall be made by such Commitment Party to any Disqualified Lender; provided further that, no such disclosure shall be made by the Committed Parties 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 Party’s internal policies and procedures to act in a supervisory capacity and the applicable Committed Party’s internal legal, compliance, risk management, credit or investment committee members, the “Excluded Affiliates”). In addition, each Commitment Party may disclose the existence of this Commitment Letter, the name of the Borrower and the type and principal amount of the First Lien Facilities to market data collectors and similar service providers to the lending industry and to service providers to the Commitment Parties in connection with the administration and management of the First Lien Facilities. The Commitment Parties’ and their respective affiliates’, if any, obligations under this paragraph shall terminate automatically and be superseded by the confidentiality provisions in the applicable Facilities Documentation upon the initial funding thereunder. Notwithstanding anything to the contrary, this paragraph shall automatically terminate on the second anniversary of the date of this Commitment Letter.

16

This Commitment Letter and the commitments hereunder shall not be assignable by any party hereto (other than by you to another newly formed shell entity organized and existing under the laws of a state of the United States, which is an affiliate of and will be controlled by the Sponsors that consummates or intends to consummate the Acquisition and, after giving effect to the Transactions, shall directly, or through a wholly owned subsidiary, wholly own the Company), in each case, without the prior written consent of each other party hereto (and any attempted assignment without such consent shall be null and void); provided that, notwithstanding anything in the Commitment Letter or the Fee Letter to the contrary, Apollo may assign its rights and obligations under the Commitment Letter and the Fee Letter to any funds, accounts and clients managed, advised or sub-advised by it or its affiliates, as Apollo shall determine to be appropriate to provide the services contemplated herein (provided, however, that (a) for the avoidance of doubt, such assignment shall not relieve Apollo of its commitments and obligations under the Commitment Letter or the Fee Letter until such time the applicable person becomes a party to the Commitment Letter and the Fee Letter and assumes the applicable the commitments and obligations of Apollo hereunder and thereunder, (b) each of the parties hereto agrees that any amendment to the Commitment Letter or the Fee Letter providing solely for the joinder of such person as a party hereto and thereto shall become effective if executed by you, Apollo and such person and shall not require the consent of any other Commitment Party and (c) you agree not to unreasonably withhold, delay or otherwise condition your consent to any such assignment between Apollo and such persons). This Commitment Letter and the commitments hereunder are, and are intended to be, solely for the benefit of the parties hereto (and Indemnified Persons and Arranger-Related Persons to the extent expressly set forth herein) and do not, and are not intended to, confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and Indemnified Persons and Arranger-Related Persons to the extent expressly set forth herein). Subject to the limitations set forth in Section 3 hereof, the Commitment Parties reserve the right to employ the services of their respective affiliates or branches in providing services contemplated hereby and to allocate, in whole or in part, to their respective affiliates or branches certain fees payable to the Commitment Parties in such manner as the Commitment Parties and their respective affiliates or branches (other than Excluded Affiliates) may agree in their sole discretion and, to the extent so employed, such affiliates and branches shall be entitled to the benefits and protections afforded to, and subject to the provisions governing the conduct of the Commitment Parties hereunder; provided that such Commitment Party will be responsible for the actions or inactions of any such person whose services are so employed.

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 Commitment Parties and you. This Commitment Letter may be executed in any number of counterparts, each of which shall be deemed 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, scan, photograph or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof. Any signature to this Commitment Letter may be delivered by facsimile, electronic mail (including pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law. This Commitment Letter (including the exhibits hereto), together with the Fee Letter, (i) are the only agreements that have been entered into among the parties hereto with respect to the commitments relating to the First Lien Facilities and (ii) supersede all prior understandings, whether written or oral, among us with respect to the First Lien Facilities and set forth the entire understanding of the parties hereto with respect thereto. THIS COMMITMENT LETTER AND ANY CLAIM, CONTROVERSY OR DISPUTE (WHETHER IN CONTRACT, TORT OR OTHERWISE AND IN EQUITY OR AT LAW) ARISING UNDER OR RELATED TO THIS COMMITMENT LETTER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY; provided, however, that it is understood and agreed that (a) the interpretation of the definition of Company Material Adverse Effect (as

17

defined in the Acquisition Agreement) (and whether or not a Company Material Adverse Effect (as defined in the Acquisition Agreement) has occurred and is continuing), (b) the determination of the accuracy of any Specified Acquisition Agreement Representation and whether as a result of any breach thereof you or your applicable affiliate has the right (taking into account any applicable grace periods or cure provisions) to terminate your or its obligations under the Acquisition Agreement or decline to consummate the Acquisition (in each case, in accordance with the terms thereof and without resulting in the payment of any fees, liquidated damages or other amounts under the Acquisition Agreement) as a result of a failure of a condition resulting from a breach of such representations and warranties in the Acquisition Agreement and (c) the determination of whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement, in each case shall be governed by, and construed, interpreted and enforced in accordance with, the laws of the State of Delaware, including its statutes of limitations, without giving effect to any conflict-of-laws or other rules that would result in the application of the Laws (as defined in the Acquisition Agreement) or statutes of limitations of a different jurisdiction.

Each Commitment Party represents and warrants that this Commitment Letter and the Fee Letter constitute its legally valid and binding obligation (except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or other similar laws relating to or affecting the rights of creditors generally), including (i) to provide services set forth herein, in the case of the Lead Arrangers, and to fund its commitment under the First Lien Facilities, in the case of the Initial Lenders, and (ii) to negotiate in good faith the Facilities Documentation in a manner consistent with this Commitment Letter for purposes of executing and delivering the Facilities Documentation substantially concurrently with the consummation of the Acquisition, in each case, enforceable at law and in equity in accordance with their terms and subject only to the conditions precedent as expressly provided herein in Section 6 hereof, subject to the Conditionality Provisions. You represent and warrant that this Commitment Letter and the Fee Letter constitute your legally valid and binding obligations (except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or other similar laws relating to or affecting the rights of creditors generally), enforceable at law and in equity against you in accordance with their terms; provided that nothing contained in this Commitment Letter or the Fee Letter obligates you or any of your affiliates to consummate the Transactions or to draw upon all or any portion of the First Lien Facilities.

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM (WHETHER IN CONTRACT, TORT OR OTHERWISE AND IN EQUITY OR AT LAW) OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS COMMITMENT LETTER OR THE FEE LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER OR THEREUNDER.

Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of any Federal court of the United States of America sitting in the Borough of Manhattan in the City of New York (or, if such Federal court does not have jurisdiction, any New York State court sitting in the Borough of Manhattan in the City of New York), and any appellate court from any thereof, in any action or proceeding (whether in contract, tort or otherwise and in equity or at law) arising out of or relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court, (b) waives, to the fullest extent it may legally and effectively do so, any objection which 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 or thereby in any such New York State court or in any such Federal

18

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 that service of process, summons, notice or document by registered mail addressed to you or us at the addresses set forth above shall be effective service of process for any suit, action or proceeding brought in any such court.

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”) and the requirements of 31 C.F.R. §1010.230 (as amended, the “Beneficial Ownership Regulation”), each of us and each of the Lenders may be required to obtain, verify and record information that identifies the Borrower and the Guarantors, which information may include their names, addresses, tax identification numbers and other information that will allow each of us and the Lenders to identify the Borrower and the Guarantors in accordance with the PATRIOT Act or the Beneficial Ownership Regulation. This notice is given in accordance with the requirements of the PATRIOT Act and is effective for each of us and the Lenders.

The survival, indemnification, limitation on liability, fee payment and compensation (if applicable), reimbursement (if applicable), syndication, jurisdiction, governing law, venue, waiver of jury trial, absence of fiduciary relationships, survival and confidentiality 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 or expiration of this Commitment Letter or the Initial Lenders’ commitments hereunder; provided that your obligations under this Commitment Letter (other than your obligations with respect to confidentiality of the Fee Letter and the contents thereof) shall automatically terminate and be superseded by the provisions of the Facilities Documentation upon the initial funding thereunder, and you shall automatically be released from all liability in connection therewith at such time. You may terminate this Commitment Letter and the Initial Lenders’ commitments with respect to all or any portion of the First Lien Facilities hereunder (on a pro rata basis across the First Lien Facilities (other than in respect of termination of commitments with respect to the First Lien Closing Date Term Facility in an amount not to exceed $500,000,000 which may be terminated without a ratable reduction of the other First Lien Facilities) and on a pro rata basis among the Commitment Parties) at any time subject to the provisions of the preceding sentence. In addition, for any reason, you may terminate and/or reduce the Initial Lenders’ commitments with respect to the First Lien Facilities (on a pro rata basis amongst the Initial Lenders) in a manner consistent with the allocation of purchase price reduction described under paragraph 2 of Exhibit C to this Commitment Letter; provided that, if any such Initial Lender at any time would qualify as a “Defaulting Lender” under such definition in the Fortress Credit Agreement Precedent, you may terminate such Initial Lender’s commitments with respect to the First Lien Facilities on a non-pro rata basis and/or replace the commitments of such Initial Lender pursuant to customary joinder documentation or an amendment to this Commitment Letter and the Fee Letter.

Section headings used herein are for convenience of reference only and are not to affect the construction of, or to be taken into consideration in interpreting, this Commitment Letter.

This Commitment Letter and the Fee Letter shall become effective upon execution hereof and thereof by the parties hereto or thereto. If you do so execute and deliver to the Commitment Parties party to this Commitment Letter and the Fee Letter, we agree to hold our commitment available for you until the earliest of (such earliest date being the “Outside Date”) (i) 11:59 p.m. New York city time on the date that is five Business Days (as defined in the Acquisition Agreement as in effect on the Original Signing Date) after the Termination Date (as defined in the Acquisition Agreement as in effect on the Original Signing Date), (ii) the initial funding under the First Lien Facilities, (iii) the termination (in accordance with the Acquisition Agreement) of the Acquisition Agreement by you or with your written consent

19

without the funding of the First Lien Facilities and (iv) the consummation of the Acquisition with or without the use or funding of the First Lien Facilities (but after giving effect to any funding of the First Lien Facilities in connection with the consummation of the Acquisition); provided that the termination of any commitment pursuant to this sentence shall not prejudice your rights and remedies in respect of any breach of this Commitment Letter. Upon the occurrence of the Outside Date, this Commitment Letter and the commitments of each of the Commitment Parties hereunder and the agreement of the Lead Arrangers to provide the services described herein shall automatically terminate unless each of the Commitment Parties (as to itself) shall, in its discretion, agree to an extension in writing of its commitment.

[Signature Pages Follow]

20

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

21

22

23

24

25

26

27

28

29

30

31

32

33

34

Accepted and agreed to as of

the date first above written:

35

Schedule I

Schedule I-A

First Lien Closing Date Term Facility

Schedule I-B

First Lien Delayed Draw Term Facility

Schedule I-C

Revolving Facility

Project Raven

Transaction Description

Capitalized terms used but not defined in this Exhibit A shall have the meanings set forth in the Commitment Letter. In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit A shall be determined by reference to the context in which it is used.

The Investors intend to consummate the Acquisition pursuant to the Acquisition Agreement.

In connection with the foregoing, it is intended that:

(a) The Borrower (as such term is defined in Exhibit B to the Commitment Letter) will obtain $4,987,500,000 in senior secured first lien loan facilities (the “First Lien Facilities”) consisting of a $687,500,000 revolving credit facility, a $4,100,000,000 closing date term loan facility and a $200,000,000 delayed draw term loan facility, in each case, described and defined in Exhibit B to the Commitment Letter (and, with respect to the First Lien Closing Date Term Facility, subject to increase pursuant to any Flexed First Lien Term Loan Increase at the Borrower’s election).

(b) Pursuant to the Acquisition Agreement, Project Raven Merger Sub, Inc., a wholly owned direct subsidiary of the Borrower, will merge with and into the Company with the Company surviving such merger.

(c) The Investors will, directly or indirectly, make (or be deemed to make) cash or non-cash rollover equity investments (and/or purchased equity interests) in the Borrower in the form of common equity or preferred equity (such preferred equity on terms reasonably satisfactory to the Commitment Parties) (the “Equity Contribution”), in an aggregate amount, when taken together with the aggregate amount of all equity rolled over, issued directly or indirectly to, or otherwise directly or indirectly acquired, by any existing shareholders, board members and/or management of the Company (which shall be valued based on the purchase price (per share) of Holdings (or any direct or indirect parent thereof)) (such rollover equity, the “Other Equity”), that is not less than 40.0% of the sum of (i) the aggregate principal amount of the First Lien Facilities funded on the Closing Date excluding letters of credit, revolving borrowings to fund working capital or “flex” OID and other debt incurred to fund OID implemented as a result of the “flex” provisions minus the amount of cash on hand at the Company and its subsidiaries (if any) on the Closing Date, and (ii) the Equity Contribution and the Other Equity; provided that the Sponsors shall directly or indirectly own at least 50.1% of the voting equity securities of the Company immediately following the consummation of the Transactions; provided, further, that, to the extent any stockholder or other equity holder of the Company has exercised appraisal rights in connection with the Transactions, then on the Closing Date the Investors may elect to issue one or more equity commitment letters in an aggregate amount not less than the amount of consideration that would otherwise be paid under the Acquisition Agreement in respect of the shares or other equity interests subject to such appraisal rights (the “Appraisal Shares”) and, for purposes of the Commitment Letter, an aggregate amount of such equity commitment letters up to, but not in excess of, the amount of consideration that would otherwise be paid under the Acquisition Agreement in respect of the Appraisal Shares shall be included in the amount and percentage of the Equity Contribution from and after the Closing Date as if such amount was funded in cash (with it being understood that, on or prior to the date of the final resolution of all such appraisal rights, the lesser of (x) the amount necessary to satisfy such appraisal rights in full and (y) the full amount committed under such equity commitment letters shall be drawn and funded, directly or indirectly, in cash to Company in the form of common equity or preferred equity (such preferred equity on terms reasonably satisfactory to the Commitment Parties).

A-1

(d) The aggregate principal amount of and all accrued and unpaid interest and any other outstanding amounts under that certain Second Amended and Restated Credit Agreement, dated as of June 21, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing Credit Agreement”), by and between the Company, Bank of America, N.A., as agent, and the other parties thereto, as amended, will be repaid substantially concurrently with the initial funding of the First Lien Facilities (the “Refinancing”). In connection with the Acquisition, the Borrower may directly or indirectly distribute, contribute or lend funds to the borrowers or issuers under such facilities in order to consummate the Refinancing, which loans may be forgiven, contributed or distributed at the Borrower’s discretion.

(e) The proceeds of the Equity Contribution and the First Lien Facilities funded on the Closing Date and cash on hand at the Company and its subsidiaries (if any) will be used to (i) fund any OID or upfront fees pursuant to the Flex Provisions in the Fee Letter and (ii) finance all or a portion of the Transactions, including (v) to fund the consideration and other amounts owing in connection with the Acquisition under the Acquisition Agreement (including purchase price adjustments, working capital adjustments and/or to pay for acquired cash), (w) the Refinancing, (x) to pay certain of the fees, costs and expenses incurred in connection with the Transactions (the “Acquisition Costs”), (y) to replace, backstop or cash collateralize letters of credit, bank guarantees, surety bonds or similar instruments outstanding on the Closing Date and (z) for working capital and general corporate purposes.

The transactions described above (including the payment of Acquisition Costs) are collectively referred to herein as the “Transactions”.

A-2

Project Raven

First Lien Facilities

Summary of Principal Terms and Conditions¹

B-1

B-2

B-3

B-4

B-5

B-6

B-7

B-8

B-9

B-10

B-11

B-12

B-13

B-14

B-15

B-16

B-17

B-18

B-19

B-20

B-21

B-22

B-23

B-24

B-25

B-26

B-27

B-28

B-29

B-30

B-31

B-32

B-33

Annex I to B-1

Annex I to B-2

Annex I to B-3

Annex I to B-4

Annex II to B-1

Annex II to B-2

Annex II to B-3

Annex II to B-4

Annex II to B-5

Annex II to B-6

Annex II to B-7

Project Raven

Summary of Additional Conditions

Capitalized terms used but not defined in this Exhibit C shall have the meanings set forth in the Commitment Letter. In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit C shall be determined by reference to the context in which it is used. Solely for the purposes of this Exhibit C, each reference to “Lead Arranger” in this Exhibit C (including for the purposes of determining “Majority Lead Arrangers” wherever referenced in this Exhibit C) shall be deemed to include reference to Ares as a “Lead Arranger” even though it is acknowledged that Ares is not acting as an arranger under this Commitment Letter.

Subject in all respects to the Conditionality Provisions and the First Lien Documentation Principles in all respects, the availability and initial borrowings under the First Lien Facilities on the Closing Date shall be subject solely to the satisfaction (or (i) in the case of each of paragraphs (1), (2), (3), (4), (5), (6), (7) and (8), waiver by the Majority Lead Arrangers or (ii) in the case of each of paragraphs (9) and (10), waiver by the Lead Arrangers) of the following conditions precedent:

1. No Company Material Adverse Effect (as defined in the Acquisition Agreement as in effect on the date hereof) shall have occurred after the date of the Acquisition Agreement.

2. The Acquisition shall be consummated, in all material respects in accordance with the terms of the Acquisition Agreement, without giving effect to any modifications or amendments to the provisions thereof, or consents or waivers thereto, in each case by you, that in the aggregate are material and adverse to the Initial Lenders (in their capacities as such) without the prior consent of the Majority Lead Arrangers (which consent shall not be unreasonably withheld, delayed or conditioned). For purposes of the foregoing condition, it is hereby understood and agreed that (a) any adverse change or waiver of, or modification to, the definition of Company Material Adverse Effect contained in the Acquisition Agreement shall be deemed to be material and adverse to the Initial Lenders, (b)(i) any reduction of the purchase price (or amendment to the Acquisition Agreement related thereto) shall not be deemed to be material and adverse to the interests of the Initial Lenders so long as such reduction is allocated (A) first, to reduce the Equity Contribution to the level set forth in Exhibit A and (B) second, (I) 60.0%, to reduce any amounts to be funded under the First Lien Term Facility and (II) 40.0%, to reduce the Equity Contribution and (ii) any increase in purchase price (or amendment to the Acquisition Agreement related thereto which directly results in an increase in purchase price) shall not be deemed to be materially adverse to the Initial Lenders if such increase is (at the Borrower’s option) (x) funded with amounts permitted to be drawn under the Revolving Facility on the Closing Date or (y) funded with common stock of Holdings, the Borrower or any of its subsidiaries or additional cash on hand at the Company and its subsidiaries on the Closing Date (excluding, for the avoidance of doubt, any purchase price adjustments in accordance with the terms of the Acquisition Agreement, with respect to which there shall be no limitation on source of funding) and (c) each Lead Arranger shall be deemed to have consented to any such modification, amendment, consent or waiver unless they shall object thereto in writing (including via email) within two business days of receipt of written notice of such modification, amendment, consent or waiver.

3. Subject to the Conditionality Provisions, (i) the Specified Acquisition Agreement Representations, and (ii) the Specified Representations shall be true and correct in all material respects on, or as of, the Closing Date (except in the case of any Specified Representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be).

C-1

4. Substantially concurrently with (or promptly following) the initial funding of the applicable First Lien Facilities, the Equity Contribution shall be made in at least the amount set forth in Exhibit A to the Commitment Letter (or such lesser amount as may be permitted by the immediately preceding paragraph 2).

5. The Lead Arrangers shall have received (a) the audited consolidated balance sheet of the Company, and the related consolidated statements of operations and comprehensive income (loss), stockholder’s equity and cash flows for (i) the fiscal years ended December 31, 2021, December 31, 2022 and December 31, 2023 and (ii) each subsequent fiscal year ended at least 90 days prior to the Closing Date, (b) the unaudited consolidated balance sheet of the Company as of March 31, 2024 and the related consolidated statements of operations and comprehensive income (loss), stockholder’s equity and cash flows and (c) the unaudited consolidated balance sheet of the Company and the related consolidated statements of operations and comprehensive income (loss), stockholder’s equity and cash flows for each of the fiscal quarters that is not a fiscal year-end after the date of the financial statements delivered pursuant to the foregoing clause (b) and ended at least 45 days prior to the Closing Date. The Lead Arrangers hereby acknowledge that they have received the financial statements described in clause (a)(i) and (b) above.

6. The Lead Arrangers shall have received pro forma consolidated financial statements of the Borrower and its subsidiaries as of and for the most recently completed four-fiscal quarter period for which historical financial statements of the Company are provided pursuant to paragraph 5 above, prepared so as to give effect to the Transactions as if the Transactions had occurred and as of such date with respect to the balance sheet, which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting.

7. The Refinancing shall have been consummated, or shall be consummated substantially simultaneously with the initial borrowing under the First Lien Facilities on the Closing Date.

8. Subject in all respects to the Conditionality Provisions, all documents and instruments required to create and perfect the First Lien Administrative Agent’s security interests in the Collateral in accordance with the requirements set forth in Exhibit B shall have been executed by the Borrower and the other Guarantors, as applicable, and delivered to the First Lien Administrative Agent and, if applicable, shall be in proper form for filing.

9. The Lead Arrangers shall have received, at least three Business Days (as defined in the Acquisition Agreement) prior to the Closing Date, (a) all documentation and other information about the Borrower and the Guarantors that is (x) required by applicable regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act and 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”) (which CDD Rule requirements shall be satisfied by delivering the LSTA form beneficial ownership certification) (such rules and regulations, the “KYC Rules”) and (y) set forth on the list of “KYC Requirements” delivered to you on or prior to the Original Signing Date (or, in the case of Apollo, Ares, Santander, BNP, Citizens, Golub, Mizuho, Natixis, SMBC, TD, UBS and WF, on or prior to the date hereof) and (b) all other documentation and other information about the Borrower and the Guarantors that is (x) requested in writing at least ten Business Days (as defined in the Acquisition Agreement) prior to the Closing Date by the applicable Administrative Agent or the Lead Arrangers and (y) (i) required by applicable regulatory authorities under the KYC Rules as a result of a change to the KYC Rules occurring after the Original Signing Date (or, in the case of Apollo, Ares, Santander, BNP, Citizens, Golub, Mizuho, Natixis, SMBC, TD, UBS and WF, after the date hereof), (ii) required as a result of the

C-2

occurrence of any change in the applicable Lead Arranger’s circumstances, which change results in additional information being required under the KYC Rules, (iii) after the Lead Arranger’s review of any information delivered pursuant to this paragraph 9, reasonably determined to be required under the KYC Rules or (iv) readily available and customarily delivered by portfolio company affiliates of (at your election) any of the Sponsors in the United States in connection with bank financings.

10. All fees required to be paid to the Lead Arrangers, the Administrative Agent or the Lenders on the Closing Date pursuant to the Term Sheet and the Fee Letter to the extent invoiced at least three business days prior to the Closing Date (or such later date as the Borrower may reasonably agree) shall, upon the initial borrowing under the First Lien Facilities, have been paid or shall be paid substantially concurrently with funding (which amounts may be offset against the proceeds of the First Lien Facilities) to the extent such fees are due.

C-3

SOLVENCY CERTIFICATE

To the Administrative Agent and each of the Lenders party to the Agreement referred to below:

I, the undersigned [chief financial officer][interim chief financial officer][vice president of finance][other senior officer with similar title] of ___, _____________________ (the “Borrower”), in that capacity only and not in my individual capacity (and without personal liability), do hereby certify as of the date hereof, and based upon facts and circumstances as they exist as of the date hereof (and disclaiming any responsibility for changes in such facts and circumstances after the date hereof), that:

1. This certificate is furnished to the Administrative Agent and the Lenders pursuant to Section  of the______________________ _____________________, dated as of ________________________, among _____________________ (the “Agreement”). Unless otherwise defined herein, capitalized terms used in this certificate shall have the meanings set forth in the Agreement.

2. For purposes of this certificate, the terms below shall have the following definitions:

(a) “Fair Value”

The amount at which the assets (both tangible and intangible), in their entirety, of the Borrower and its subsidiaries taken as a whole would change hands between a willing buyer and a willing seller, within a commercially reasonable period of time, each having reasonable knowledge of the relevant facts, with neither being under any compulsion to act.

(b) “Present Fair Salable Value”

The amount that could be obtained by an independent willing seller from an independent willing buyer if the assets of the Borrower and its subsidiaries taken as a whole are sold with reasonable promptness in an arm’s-length transaction under present conditions for the sale of comparable business enterprises insofar as such conditions can be reasonably evaluated.

(c) “Liabilities”

The recorded liabilities (including contingent liabilities that would be recorded in accordance with GAAP) of the Borrower and its subsidiaries taken as a whole, as of the date hereof after giving effect to the consummation of the transactions to occur on the date hereof, determined in accordance with GAAP consistently applied.

(d) “Will be able to pay their Liabilities as they mature”

For the period from the date hereof through the Maturity Date, the Borrower and its subsidiaries taken as a whole will have sufficient assets and cash flow to pay their Liabilities as those liabilities mature or (in the case of contingent Liabilities) otherwise become payable, in light of business conducted or anticipated to be conducted by the Borrower and its subsidiaries as reflected in the projected financial statements and in light of the anticipated credit capacity.

(e) “Do not have Unreasonably Small Capital”

The Borrower and its subsidiaries taken as a whole after consummation of the transactions to occur on the date hereof is a going concern and has sufficient capital to reasonably ensure that it will continue to be a going concern for the period from the date hereof through the Maturity Date. I understand that “unreasonably small capital” depends upon the nature of the particular business or businesses conducted or to be conducted, and I have reached my conclusion based on the needs and anticipated needs for capital of the business conducted or anticipated to be conducted by the Borrower and its subsidiaries as reflected in the projected financial statements and in light of the anticipated credit capacity.

3. For purposes of this certificate, I, or officers of the Borrower under my direction and supervision, have performed the following procedures as of and for the periods set forth below.

(a) I have reviewed the financial statements (including the pro forma financial statements) referred to in Section ___ of the Agreement.

(b) I have knowledge of and have reviewed to my satisfaction the Agreement.

(c) As [chief financial officer][interim chief financial officer][vice president of finance][other senior officer with similar title] of the Borrower, I am familiar with the financial condition of the Borrower and its subsidiaries.

4. Based on and subject to the foregoing, I hereby certify on behalf of the Borrower that after giving effect to the consummation of the transactions to occur on the date hereof, it is my opinion that (i) the Fair Value of the assets of the Borrower and its subsidiaries taken as a whole exceeds their Liabilities, (ii) the Present Fair Salable Value of the assets of the Borrower and its subsidiaries taken as a whole exceeds their Liabilities; (iii) the Borrower and its subsidiaries taken as a whole do not have Unreasonably Small Capital; and (iv) the Borrower and its subsidiaries taken as a whole will be able to pay their Liabilities as they mature.

IN WITNESS WHEREOF, the Borrower has caused this certificate to be executed on its behalf by its [chief financial officer][interim chief financial officer][vice president of finance][other senior officer with similar title] as of the date first written above.