EWT Holdings I Corp. (Form: S-1/A, Received: 10/11/2017 06:03:25)

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Meets stringent process and wastewater requirements in both research and development and manufacturing as defined by FDA standards

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Provides equipment and support for utility water, boiler feed water, cooling water and steam condensate

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Enables next generation of wafer size/geometry with ultra-pure input water and treatment of contaminated wastewater

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Manages water intake screens, boiler feedwater systems (including polishing using continuous electrodeionization) and condensate polishing

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Ensures process / product water complies with regulations for food and beverage production

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Provides full service process water and wastewater treatment services supported by a mobile fleet guaranteeing maximum up-time

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Provides reliably clean drinking water to the largest cities in the world through integrated membrane systems and disinfection products

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Provides solutions and services to the industry for marine growth prevention, biological fouling protection and ballast water treatment

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Develops efficient and reliable waste treatment systems to handle specific geographic needs

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Offers comprehensive and customizable odor and corrosion control solutions and services

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Meets the rigorous treatment demands across aquatic applications for leisure facilities, fountains, water features and theme parks

As filed with the Securities and Exchange Commission on October 10, 2017

Registration No. 333-220785

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Amendment No. 1
to

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

EWT Holdings I Corp.*
(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		3999 (Primary Standard Industrial Classification Code Number)		46-4132761 (I.R.S. Employer Identification No.)

210 Sixth Avenue
Pittsburgh, Pennsylvania 15222
(724) 772-0044
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Ronald C. Keating**
Chief Executive Officer
210 Sixth Avenue
Pittsburgh, Pennsylvania 15222
(724) 772-0044
(Name, address, including zip code, and telephone number including area code, of agent for service)


Copies of all communications, including communications sent to agent for service, should be sent to:
Andrew B. Barkan, Esq. Meredith L. Mackey, Esq. Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, New York 10004 (212) 859-8000	Vincent Grieco** General Counsel EWT Holdings I Corp.* 210 Sixth Avenue Pittsburgh, Pennsylvania 15222 (724) 772-0044	Marc D. Jaffe, Esq. Ian D. Schuman, Esq. Latham & Watkins LLP 885 Third Avenue New York, New York 10022 (212) 906-1200

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check One):


Large accelerated filer o		Accelerated filer o		Non-accelerated filer ý (Do not check if a smaller reporting company)		Smaller reporting company o Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee(3)




Common Stock, par value $0.01 per share	$100,000,000	$12,450

(1): Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933.
(2): Includes the offering price of Common Stock that may be purchased by the underwriters upon the exercise of their option to purchase additional shares.
(3): Previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

*: EWT Holdings I Corp. is the registrant filing this Registration Statement with the Securities and Exchange Commission. Prior to the date of effectiveness of the Registration Statement, EWT Holdings I Corp. will be renamed "Evoqua Water Technologies Corp."
**: Description of positions held is with respect to our operating subsidiary, Evoqua Water Technologies LLC. Prior to the date of effectiveness of this Registration Statement, these positions will be held with respect to the registrant.

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The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling stockholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell, and it is not soliciting an offer to buy, these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion, dated October 10, 2017

PRELIMINARY PROSPECTUS

Shares

Evoqua Water Technologies Corp.

Common Stock

This is an initial public offering of shares of common stock of Evoqua Water Technologies Corp. We are selling shares of common stock, and the selling stockholders named herein are selling shares of common stock. We will not receive any of the proceeds from the shares of common stock sold by the selling stockholders.

Prior to this offering, there has been no public market for our common stock. The initial public offering price is expected to be between $ and $ per share. We will apply to list our common stock on the New York Stock Exchange (the "NYSE") under the symbol "AQUA."

The underwriters have an option for a period of 30 days to purchase up to a maximum of additional shares of our common stock from the selling stockholders.

After the completion of this offering, we expect to be a "controlled company" within the meaning of the corporate governance standards of the NYSE.

Investing in our common stock involves risk. See "Risk Factors" beginning on page 24 to read about factors you should consider before buying shares of our common stock.

	Price to Public	Underwriting Discounts and Commissions(1)	Proceeds, Before Expenses, to Us	Proceeds, Before Expenses, to the Selling Stockholders




Per Share	$	$	$	$

Total	$	$	$	$

(1): See "Underwriting" for additional information regarding underwriting compensation.

Delivery of the shares of common stock will be made on or about , 2017.

Neither the Securities and Exchange Commission ("SEC") nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


Credit Suisse		J.P. Morgan		RBC Capital Markets

The date of this prospectus is , 2017.

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MARKET AND INDUSTRY DATA			ii
CERTAIN TRADEMARKS, TRADE NAMES AND SERVICE MARKS			ii
BASIS OF PRESENTATION			ii
USE OF NON-GAAP FINANCIAL MEASURES			v
PROSPECTUS SUMMARY			1
RISK FACTORS			24
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			56
USE OF PROCEEDS			58
DIVIDEND POLICY			59
CAPITALIZATION			60
DILUTION			62
UNAUDITED PRO FORMA FINANCIAL INFORMATION			64
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA			78
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			80
BUSINESS			125
MANAGEMENT			147
COMPENSATION DISCUSSION AND ANALYSIS			155
PRINCIPAL AND SELLING STOCKHOLDERS			180
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			182
DESCRIPTION OF CAPITAL STOCK			186
DESCRIPTION OF CERTAIN INDEBTEDNESS			191
SHARES ELIGIBLE FOR FUTURE SALE			194
MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF OUR COMMON STOCK			196
UNDERWRITING			201
LEGAL MATTERS			208
EXPERTS			208
WHERE YOU CAN FIND MORE INFORMATION			208
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS			F-1

You should rely only on the information contained in this prospectus and any free writing prospectus prepared by or on behalf of us that we have referred to you. Neither we, the selling stockholders nor the underwriters have authorized anyone to provide you with additional information or information different from that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us that we have referred to you. If anyone provides you with additional, different, or inconsistent information, you should not rely on it. Offers to sell, and solicitations of offers to buy, shares of our common stock are being made only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, financial condition, results of operations or prospects may have changed since such date.

No action is being taken in any jurisdiction outside the United States to permit a public offering of our common stock or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restriction as to this offering and the distribution of this prospectus applicable to those jurisdictions.

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MARKET AND INDUSTRY DATA

This prospectus includes estimates regarding market and industry data that we prepared based on our management's knowledge and experience in the markets in which we operate, together with information obtained from various sources, including publicly available information, industry reports and publications, surveys, our customers, distributors, suppliers, trade and business organizations and other contacts in the markets in which we operate. In addition, certain market and industry data has been derived from market research prepared for us by Amane Advisors.

In presenting this information, we have made certain assumptions that we believe to be reasonable based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets for our products. Market share data is subject to change and may be limited by the availability of raw data, the voluntary nature of the data gathering process and other limitations inherent in any statistical survey of market share data. In addition, customer preferences are subject to change. Accordingly, you are cautioned not to place undue reliance on such market share data or any other such estimates. While we believe such information is reliable, neither we nor the underwriters can guarantee the accuracy or completeness of this information, and neither we nor the underwriters have independently verified any third-party information and data from our internal research has not been verified by any independent source. While we believe the estimated market and industry data included in this prospectus are generally reliable, such information, which is derived in part from management's estimates and beliefs, is inherently uncertain and imprecise.

Projections, assumptions and estimates of our future performance and the future performance of the markets in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements." These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

CERTAIN TRADEMARKS, TRADE NAMES AND SERVICE MARKS

This prospectus includes trademarks and service marks owned by us, including "EVOQUA," "BIOMAG," "CAPAC," "CHLOROPAC," "COMAG," "DAVCO," "DEFENDER," "DELTA UV," "ENVIREX," "IONPURE," "JWI," "MEMCOR," "MEMPULSE," "NEXED," "OSEC," "SEACURE," "TRANSFORMING WATER. ENRICHING LIFE.," "WALLACE & TIERNAN," "WATER ONE," "VANOX" and "VORTISAND." This prospectus also contains trademarks, trade names and service marks of other companies, which are the property of their respective owners. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the ®, ™ or ^SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names and service marks. We do not intend our use or display of other parties' trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, endorsement of or sponsorship of us by, these other parties.

BASIS OF PRESENTATION

On January 15, 2014, EWT Holdings I Corp. (which will be renamed Evoqua Water Technologies Corp. prior to the date of effectiveness of the registration statement of which this prospectus is a part), or the "Successor," acquired, through its wholly-owned entities, EWT Holdings II Corp. and EWT Holdings III Corp., all of the outstanding shares of Siemens Water Technologies (the "Predecessor"), a group of legal entity businesses formerly owned by Siemens Aktiengesellschaft ("Siemens"). This acquisition, which we refer to as the "AEA Acquisition," closed on January 15, 2014 and was effective January 16, 2014. The stock purchase price, net of cash received, was approximately $730.6 million. The

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Successor is majority-owned by certain affiliates of AEA Investors LP (collectively, "AEA" or our "Sponsor").

As a result of the AEA Acquisition and resulting change in control and changes due to the impact of purchase accounting, we are required to present separately the operating results for the Predecessor and Successor. We refer to the period from October 1, 2013 through January 15, 2014 as "Predecessor Period 2014," and the consolidated financial statements for that period include the accounts of the Predecessor. We refer to the period from January 16, 2014 through September 30, 2014 as "Successor Period 2014," and the consolidated financial statements for that period include the accounts of the Successor. The Successor was incorporated on October 7, 2013. From October 7, 2013 to January 15, 2014, the Successor had no activities other than the incurrence of transaction costs related to the AEA Acquisition, which are included in the Successor Period 2014.

Consequently, Successor Period 2014, fiscal 2015 and fiscal 2016 may not be comparable to Predecessor Period 2014. Unless otherwise indicated or the context otherwise requires, all references to "the Company," "Evoqua," "Evoqua Water Technologies Corp.," "EWT Holdings I Corp.," "we," "us," "our" and similar terms mean (1) the Predecessor for periods ending on or prior to January 15, 2014 and (2) the Successor for periods beginning on or after January 16, 2014, in each case together with its consolidated subsidiaries.

Our fiscal year ends on September 30 of each year. References in this prospectus to a fiscal year mean the year in which that fiscal year ends. References in this prospectus to: "fiscal 2012" or "FY 2012" relate to the fiscal year ended September 30, 2012, "fiscal 2013" or "FY 2013" relate to the fiscal year ended September 30, 2013, "fiscal 2014" or "FY 2014" relate to the fiscal year ended September 30, 2014, "fiscal 2015" or "FY 2015" relate to the fiscal year ended September 30, 2015, "fiscal 2016" or "FY 2016" relate to the fiscal year ended September 30, 2016 and "fiscal 2017" or "FY 2017" relate to the fiscal year ending September 30, 2017.

Numerical figures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them. In addition, we round certain percentages presented in this prospectus to the nearest whole number. As a result, figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

As used in this prospectus, unless the context otherwise requires, any reference to:

•: "ADI" means ADI Systems North America Inc., Geomembrane Technologies Inc. and Lange Containment Systems, Inc., collectively;
•: "August 2017 Refinancing" means our entry into the fourth amendment, dated as of August 8, 2017, to the First Lien Credit Agreement (the "August 2017 Amendment") providing for the incurrence of (i) approximately $182.7 million in term loans, the net proceeds of which were used to refinance in their entirety the NB Incremental Loans and (ii) $80.0 million of incremental term loans, the net proceeds of which were used to repay $60.0 million of revolving credit loans then outstanding under the Revolving Credit Facility and to pay fees and expenses in connection with the transactions thereunder and for other general corporate purposes;
•: "BOO" means build own-operate;
•: "EPC" means engineering, procurement and construction;
•: "ePro" means Evoqua Procurement;
•: "ETS" means Environmental Treatment Systems Inc.;
•: "FDA" means the U.S. Food and Drug Administration;

iii

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•: "First Lien Credit Agreement" means the first lien credit agreement, dated as of January 15, 2014, by and among our subsidiary, EWT Holdings II Corp., as a parent guarantor, EWT Holdings III Corp., as the borrower, the lenders party thereto and Credit Suisse AG, as administrative agent and collateral agent;
•: "First Lien Facilities" means the Term Loan Facility, together with the Revolving Credit Facility;
•: "Magneto" means Magneto Special Anodes B.V.;
•: "NB Incremental Loans" means the $185.0 million of incremental term loans incurred pursuant to the incremental amendment, dated as of April 15, 2016, to the First Lien Credit Agreement. The net proceeds of the NB Incremental Loans were used to finance the Neptune-Benson Acquisition, the refinancing of certain then-existing indebtedness of Neptune-Benson and the payment of fees and expenses in connection with such transactions;
•: "Neptune-Benson" means Neptune-Benson Holding Corp. and certain of its affiliates, which we acquired in connection with the Neptune-Benson Acquisition;
•: "Neptune-Benson Acquisition" means our acquisition of Neptune-Benson on April 15, 2016. In connection with the Neptune-Benson Acquisition, we created our Aquatics and Disinfection division, which we subsequently merged into our Products Segment;
•: "Noble" means Noble Water Technologies, Inc.;
•: "O&M" means operations and maintenance;
•: "October 2016 Refinancing" means our entry into a second amendment to the First Lien Credit Agreement, on October 28, 2016, to (i) borrow the October 2016 Incremental Term Loans to fund our repayment in full of the Second Lien Facility and revolving credit loans then outstanding under the Revolving Credit Facility and (ii) increase commitments under the Revolving Credit Facility by $20.0 million to a total of $95.0 million;
•: "October 2016 Incremental Term Loans" means the $150.0 million of additional incremental term loans we borrowed under the Term Loan Facility on October 28, 2016, in connection with our entry into the October 2016 Refinancing;
•: "OEM" means original equipment manufacturer;
•: "Olson" means Olson Irrigation Systems;
•: "Revolving Credit Facility" means the senior secured revolving credit facility we entered into on January 15, 2014;
•: "Second Lien Credit Agreement" means the second lien credit agreement by and among our subsidiary, EWT Holdings II Corp., as a parent guarantor, EWT Holdings III Corp., as the borrower, the lenders party thereto and Credit Suisse AG, as administrative agent and collateral agent, dated January 15, 2014;
•: "Second Lien Facility" means the senior secured second lien term loan facility we entered into on January 15, 2014;
•: "Second Lien Repayment" means our repayment of all amounts then-outstanding under the Second Lien Credit Agreement in connection with the October 2016 Refinancing;
•: "Senior Secured Credit Facilities" means the First Lien Facilities and, until the Second Lien Repayment, the Second Lien Facility;
•: "Stock Option Plan" means the EWT Holdings I Corp. Stock Option Plan, which was effective as of March 6, 2014;

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•: "Term Loan Facility" means the senior secured first lien term loan facility we entered into on January 15, 2014;
•: "Transactions" means (i) the Neptune-Benson Acquisition; (ii) our entry into the NB Incremental Term Loans to finance the Neptune-Benson Acquisition; (iii) the October 2016 Refinancing and the August 2017 Refinancing and (iv) the sale of shares of common stock by us in this offering at the initial public offering price of $ per share (the midpoint of the price range set forth on the cover of this prospectus) and the application of the net proceeds therefrom as set forth under "Use of Proceeds";
•: "TWO" means Treated Water Outsourcing, a joint venture between us and Nalco Water, an Ecolab company, to sell water management equipment and services to industrial customers located throughout the United States; and
•: "VAF" means Valve and Filtration Systems, Ltd.

USE OF NON-GAAP FINANCIAL MEASURES

This prospectus contains "non-GAAP financial measures," which are financial measures that are not calculated and presented in accordance with generally accepted accounting principles in the United States, or "GAAP."

The SEC has adopted rules to regulate the use in filings with the SEC and in other public disclosures of non-GAAP financial measures. These rules govern the manner in which non-GAAP financial measures are publicly presented and require, among other things:

•: a presentation with equal or greater prominence of the most comparable financial measure or measures calculated and presented in accordance with GAAP; and
•: a statement disclosing the purposes for which the registrant's management uses the non-GAAP financial measure.

Specifically, we make use of the non-GAAP financial measure "Adjusted EBITDA" in evaluating our past performance and future prospects. Throughout this prospectus, as noted, we make adjustments to Adjusted EBITDA, with respect to the pro forma periods presented herein, to give further effect to contributions from insignificant completed acquisitions for the applicable periods. For the definition of Adjusted EBITDA (including as further adjusted as described above) and a reconciliation to net income (loss), its most directly comparable financial measure presented in accordance with GAAP, see footnotes 2 and 3 to the table under the heading "Prospectus Summary—Summary Consolidated Financial and Operating Data."

Adjusted EBITDA is one of the primary metrics used by management to evaluate the financial performance of our business. We present Adjusted EBITDA, which is not a recognized financial measure under GAAP, because we believe it is frequently used by analysts, investors and other interested parties to evaluate companies in our industry. Further, we believe it is helpful in highlighting trends in our operating results, because it excludes, among other things, certain results of decisions that are outside the control of management, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate and capital investments. Management uses Adjusted EBITDA to supplement GAAP measures of performance as follows:

•: to assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance;

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•: in our management incentive compensation which is based in part on components of Adjusted EBITDA;
•: in certain calculations under our Senior Secured Credit Facilities, which use components of Adjusted EBITDA;
•: to evaluate the effectiveness of our business strategies;
•: to make budgeting decisions; and
•: to compare our performance against that of other peer companies using similar measures.

In addition to the above, our chief operating decision maker uses EBITDA of each reportable segment to evaluate the operating performance of such segments. For the definition of EBITDA on a segment basis and a reconciliation to our segment operating profit presented in accordance with GAAP, see our segment results discussed under "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Adjusted EBITDA has limitations as an analytical tool, and you should not consider it either in isolation or as a substitute for analyzing our results as reported under GAAP. Some of these limitations include the following:

•: Adjusted EBITDA does not reflect every expenditure, future requirements for capital expenditures or contractual commitments;
•: Adjusted EBITDA does not reflect changes in our working capital needs;
•: Adjusted EBITDA does not reflect the significant interest expense, or the amounts necessary to service interest or principal payments on our Senior Secured Credit Facilities;
•: Adjusted EBITDA does not reflect income tax expense (benefit), and because the payment of taxes is part of our operations, tax expense is a necessary element of our costs and ability to operate;
•: although depreciation and amortization are eliminated in the calculation of Adjusted EBITDA, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any costs of such replacements;
•: Adjusted EBITDA does not reflect the noncash component of employee compensation;
•: Adjusted EBITDA does not reflect the impact of earnings or charges resulting from matters we consider not to be reflective, on a recurring basis, of our ongoing operations;
•: other companies in our industry may calculate Adjusted EBITDA or similarly titled measures differently than we do, limiting its usefulness as a comparative measure; and
•: Adjusted EBITDA (pro forma as adjusted for contributions from insignificant completed acquisitions) does not necessarily reflect the results of operations of such acquired businesses as if they had been acquired at the beginning of each such period presented.

We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only as supplemental information.

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PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including our consolidated financial statements and related notes thereto included elsewhere in this prospectus and the information in "Risk Factors," "Cautionary Note Regarding Forward-Looking Statements" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Company Overview

We are a leading provider of mission critical water treatment solutions, offering services, systems and technologies to support our customers' full water lifecycle needs. With over 200,000 installations worldwide, we hold leading positions in the industrial, commercial and municipal water treatment markets in North America. We offer a comprehensive portfolio of differentiated, proprietary technology solutions sold under a number of market-leading and well-established brands. We deliver and maintain these mission critical solutions through the largest service network in North America, assuring our customers continuous uptime with 86 branches which are located no further than a two-hour drive from more than 90% of our customers' sites. We believe that the customer intimacy created through our service network is a significant competitive advantage.

Our solutions are designed to provide "worry-free water" by ensuring that our customers have access to an uninterrupted quantity and level of quality of water that meets their unique product, process and recycle or reuse specifications. We enable our customers to achieve lower costs through greater uptime, throughput and efficiency in their operations and support their regulatory compliance and environmental sustainability. We have worked to protect water, the environment and our employees for over 100 years. As a result, we have earned a reputation for quality, safety and reliability and are sought out by our customers to solve the full range of their water treatment needs, and maintaining our reputation is critical to the success of our business.

Our vision "to be the world's first choice in water solutions" and our values of "integrity, customers and performance" foster a corporate culture that is focused on employee enablement, empowerment and accountability, which creates a highly entrepreneurial and dynamic work environment. Our purpose is "Transforming water. Enriching life." We draw from a long legacy of water treatment innovations and industry firsts, supported by more than 1,250 granted or pending patents, which in aggregate are important to our business and solution set. Our core technologies are primarily focused on removing impurities from water, rather than neutralizing them through the addition of chemicals, and we are able to achieve purification levels which are 1,000 times greater than typical drinking water.

We provide solutions across the entire water cycle. The water cycle begins with "influent" water, which is sourced from oceans, rivers, lakes, as well as other sources. We treat the influent water so that it can be used for a wide variety of industrial, commercial and municipal applications. In industrial applications, influent water, after it is treated, is used as process water for applications, such as microelectronic production, as an ingredient in the production of food and beverage and other goods and in utility applications including boiler feed water, cooling water and steam condensate. Commercial applications for influent water include laboratory testing and aquatic activities, while municipal applications for influent water include treatment to produce safe drinking water and wastewater that is compliant with applicable regulations. After the water is used it is considered "effluent water," and we enable its treatment through the removal of impurities so that it can be discharged safely back into the environment or reused for industrial, commercial or municipal applications. As our solutions span the entire water cycle, we believe we have the most comprehensive and innovative range of solutions in the entire water treatment industry. Our future growth is dependent upon our ability to accretively develop

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and acquire products, services and solutions, adapt our businesses to meet the demands of our customers, comply with changes to government regulations and achieve market acceptance.

We have developed a broad set of well-established, unique relationships across a highly diverse customer base. These relationships produce a visible flow of reoccurring business, with approximately 58% of our revenue for fiscal 2016 derived from service, consumables and aftermarket parts that come from our repeat business and backlog. Additionally, approximately 24% of our revenue for fiscal 2016 consisted of capital orders already in backlog at the beginning of fiscal 2016, resulting in significant visibility into over 82% of our overall annual sales for fiscal 2016. In the industrial market we serve over 25,000 customers, including a substantial majority of the industrial companies within the Fortune 500. We partner with our industrial customers through our direct sales and service team, which is organized geographically and by specific end market. In the municipal market we serve over 7,800 U.S. wastewater sites and over 1,800 global drinking water treatment sites, providing solutions that help treat over 40% of the U.S. municipal wastewater sites as of June 30, 2017. Our deep institutional relationships with independent sales representatives across North America, who serve as the primary channel for new municipal water treatment projects, and upon whom we depend to successfully market and sell our products, services and solutions, provide us significant access to new projects up for bid and for servicing our installed base.

For the fiscal year ended September 30, 2016, we generated 86% of our revenues in North America with a strong and growing international presence and we currently employ approximately 4,000 individuals across eight countries. For the fiscal year ended September 30, 2016, we generated revenue, net income and Adjusted EBITDA of $1.1 billion, $13.0 million and $160.1 million, respectively. For the fiscal year ended September 30, 2016, we generated pro forma revenue, pro forma net income and Adjusted EBITDA (pro forma as adjusted for contributions from insignificant completed acquisitions) of $1.2 billion, $13.1 million and $182.4 million, respectively. For more information on Adjusted EBITDA, including a reconciliation to the most directly comparable GAAP financial measure, see "—Summary Consolidated Financial and Operating Data."

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We serve our customers through three segments: Industrial, Municipal and Products. These segments all draw from the same reservoir of leading technologies, shared manufacturing infrastructure, common business processes and corporate philosophies. Our Industrial Segment provides fully-integrated systems and service solutions that selectively utilize our comprehensive portfolio of water treatment technologies to satisfy our customers' unique water needs. Our Municipal Segment provides engineered water treatment equipment and solutions based on our proprietary technology and odor and corrosion control services. Our Products Segment sells equipment, based on our broad technology portfolio, that is used as components in integrated solutions specified by water treatment designers and offered by OEMs, engineering firms, integrators and our own Industrial and Municipal Segments.

	Industrial	Municipal	Products

Overview	• Tailored solutions in collaboration with our customers backed by life-cycle services including on-demand water, BOO, recycle / reuse and emergency response service alternatives to improve operational reliability, performance and environmental compliance	• Delivers solutions, equipment and services to engineering firms, OEMs and municipalities to treat wastewater and purify drinking water	• Highly differentiated and scalable range of products and technologies specified by global water treatment designers, OEMs, engineering firms and integrators
Channel	• Direct sales with market vertical focus	• Independent representative network supported by technical sales team • Direct sales and aftermarket channels	• Direct and indirect sales and aftermarket channels
Key offerings	• Full lifecycle service and solutions for influent, effluent and process water, including on-demand water, BOO, recycle / reuse and emergency response services • Equipment systems for industrial needs: influent water, boiler feed water, ultrahigh purity, process water, wastewater treatment and recycle / reuse • Full-scale outsourcing of operations and maintenance	• Wide range of wastewater solutions: — Ultrafiltration membrane bioreactors — Advanced biological treatment — Clarifiers, aerators, screens and dewatering — Ballasted clarification — Odor and corrosion control equipment and services • Ultrafiltration for drinking water • Retrofit, rehabilitation and aftermarket	• Filtration — Regenerative media and microsand — Self-cleaning filters and intake screens • Disinfection — Low and medium pressure ultraviolet ("UV") — Electrochlorination and gas chlorination • Anode technology • Electrodeionization • Analyzers and controllers
Percentage of FY 2016 revenue	53%	24%	23%

As depicted in the table below, we target attractive global end-markets that utilize water as a critical part of their operations or production processes including pharmaceuticals and health sciences, microelectronics, food and beverage, hydrocarbon and chemical processing, power, general manufacturing, municipal drinking water and wastewater, marine and aquatics end markets. While a decline in general global and economic conditions could adversely affect us, our business is highly

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diversified across our key attractive and growing end markets presented below, and we believe that no single end market drives the overall results of our business.

Industrial. Our Industrial Segment provides application-specific solutions and full lifecycle services for critical water applications. We focus on treating industrial process water, utility water and wastewater. Industrial process water requires specific purity standards, which are used in making goods in industries such as microelectronics, pharmaceuticals and health sciences and food and beverage, including ingredient water. Industrial utility water is used for critical industrial applications including boiler feed and cooling water. Industrial wastewater is effluent water discharged from plants or facilities which is treated before it is returned to the environment or recycled or reused within the water cycle. Our operations across the water cycle are complex and, if conducted improperly, may result in potential costs and liabilities, including as a result of environmental damage. Our comprehensive solutions are comprised of capital systems and related recurring aftermarket services, parts and consumables, along with long-term and short-term service contracts and emergency services. Our comprehensive capabilities range from discrete offerings to the provision of highly complex, fully integrated solutions. We are able to leverage our broad range of products and technologies to deliver a tailored solution that best addresses a specific customer's needs, including a growing portfolio of smart water technologies encompassed in our Water One platform. Key capital and related aftermarket service and product offerings include filtration, reverse osmosis, ion exchange and continuous deionization. As a result of

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our speed, capabilities and experience, we are a trusted partner to 25,000 industrial customers, including a substantial majority of Fortune 500 industrial companies. As water is a critical component in many industrial production processes, unavailability of proper water purity, specification or quality can lead to significant constraints, downtime and increased operating costs.

The cost of an installation can range from a few thousand dollars to a few million dollars and often presents an ongoing service and aftermarket revenue opportunity that can reach or exceed the original project cost. The service and aftermarket sales component is supported by our broad application and process expertise and the largest integrated industrial service network in North America, based on management's estimate. Our network is comprised of certified technicians and the largest fleet of mobile reverse osmosis and deionization water treatment systems in North America based on management's estimate, and enables us to provide a complete range of services spanning from regular maintenance and emergency support to our unique Water One platform. Water One provides remote monitoring capabilities which enable us to optimize our routine service calls through predictive analytics and provide customers a more predictable, cost-efficient water solution. We offer services which include water on-demand, mobile solutions and smart water systems that leverage our extensive branch network, technical personnel and technology portfolio.

We market our Industrial offerings through our direct sales force, which is organized by market vertical and is complemented by an inside sales force, field sales engineers and a growing e-commerce platform.

Municipal. Our Municipal Segment provides engineered solutions and equipment for the treatment of wastewater, purification of drinking water and odor and corrosion control for municipalities. Our portfolio of solutions includes ultrafiltration systems, advanced biological treatment, clarifiers, aerators, odor and corrosion control services, equipment for new municipal plant builds and retrofit, rehabilitation and aftermarket parts and services for our extensive installed base. We have provided solutions across a large municipal installed base with capacities ranging from 25,000 gallons per day to over 100 million gallons per day. Our operations are focused within the U.S. market, with a presence in the United Kingdom, Australia, Canada and Singapore.

We maintain a comprehensive municipal representative network that broadly covers the United States, providing us with a differentiated ability to influence specifications and the basis of design for new treatment facilities. We also maintain relationships with engineering firms, operators and other key influencers through our direct technical sales force to drive adoption of our offerings.

Products. Our Products Segment sells differentiated technologies to a diverse set of water treatment system specifiers, integrators and end users globally. Our offerings are highlighted by our filtration and disinfection, electrodeionization and electrochlorination technologies, separation technologies and anodes offerings. Our filtration and disinfection offerings include our Defender line of products, which is a regenerative media filtration leader in the commercial aquatics market. Our IONPURE electrodeionization solutions allow customers to achieve ultrahigh purity water without the use of chemicals in the treatment process. Our electrochlorination products provide extensive water treatment solutions for the maritime, oil and gas and power markets. We also have extensive capabilities in anode technologies, cathodic protection, solid and liquid separation technologies and various aftermarket parts, consumables and accessories. All of our offerings are highly scalable and designed to meet current and future water treatment needs, with a focus on generating repeat business from our customers. We generally service the equipment we provide our customers; however, their failure to properly use, safeguard or maintain their equipment or product defects or unanticipated use of our products could result in liability to us.

Our portfolio of technologies and products are sold either as discrete offerings or as components of broader Evoqua solutions through our Industrial and Municipal Segments. Our Products Segment also sells externally to a customer base comprised of globally located OEMs, integrators, regional distributors, customers, regional engineering firms and various other end users that we reach through multiple established sales and aftermarket channels.

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Our Industry

We estimate the global water and wastewater market to represent more than $600 billion in total revenue and include both capital and operating expenditures for the treatment and transportation of water by industrial, municipal, commercial and residential end users. Within the global water and wastewater market, we estimate our addressable market, comprised of equipment, consumables, aftermarket parts and operations-related and maintenance-related services for the treatment of water for industrial, commercial and municipal end users, to represent over $85 billion in total revenue. Our addressable market is further refined to include our served market, which is currently focused on the North American region, and totals approximately $10 billion in total revenue according to Amane Advisors. As compared to our larger addressable market, our served market excludes sectors that would require meaningful growth investment on our part to capture new customers or market opportunities. The following diagram illustrates the breakdown of total revenue in our total market and our addressable global market:

Source: Management estimates, Amane Advisors; data is as of 2016.

(1): Evoqua does not provide EPC services, but does sell products and solutions to EPC firms.

While a decline in general global economic and business conditions may adversely affect demand for our products, services and solutions, we believe the global water market will continue to experience growth, supported by a variety of anticipated secular trends that will drive demand for water across a multitude of industrial, commercial and municipal applications. These secular trends include global population growth, urbanization, industrialization and overall economic growth. In addition, the supply of clean water could be adversely impacted by factors including an aging water infrastructure within North America and increased levels of water stress from seasonal rainfall, inadequate water storage options or treatment technologies. More specific to our business, water is a critical component and

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byproduct of many processes, including in manufacturing and product development. As such, as global consumption patterns evolve and water shortages persist, demand for equipment and services will continue to increase. We estimate the global water market is expected to grow in total revenue by approximately 3% annually from 2017 to 2020, although such growth may not be concentrated in the markets that we serve or may be otherwise affected by global or regional economic conditions.

We hold the number one position, with approximately 11% market share, in the highly fragmented North American water treatment market we serve, based on fiscal 2016 revenue, according to Amane Advisors. Our approximately 11% market share is over 1.5 times that of our nearest competitor across the combined industrial, commercial and municipal market verticals, according to Amane Advisors. As a result of the complex route to market and diverse set of customers, most market participants are niche-offering focused, with a majority of the broader market served by a large number of small, regional providers. More specifically, according to Amane Advisors, the top five market participants comprised approximately 30% of the North American market share in 2016 with a significant tail of smaller, regionally focused competitors. Our leading positions in our market verticals have been cultivated by our suite of differentiated solutions and our comprehensive service network, which had over four times as many locations as our closest competitor at June 30, 2017. Despite our leading positions in the individual market verticals where we participate, our market share did not exceed 25% in any single market vertical in which we participated during fiscal 2016. We must continue to maintain and improve our competitive position, which requires focus on product performance, application expertise and compliance with environmental and regulatory requirements.

We serve three primary market verticals: (i) industrial, (ii) commercial and (iii) municipal. Industrial and commercial customers vary in size, scope and the complexity of their water treatment needs and include small manufacturing clients with a single facility, large commercial waterparks and multinational corporations with a significant global footprint. The municipal market consists of potable water and wastewater treatment solutions that are sold to municipalities and private companies operating under a concession agreement to own and operate treatment facilities on behalf of municipalities. We serve each market with a full range of solutions, services, technologies and aftermarket offerings.

Industrial and commercial markets. The served North America industrial and commercial markets represent an approximately $6 billion revenue opportunity, according to Amane Advisors. Our served North America industrial and commercial water markets consist of industrial process water, industrial utility and wastewater and commercial aquatics. Industrial process water includes the treatment of an influent water source prior to its direct use within a specific industrial application such as an ingredient in the development of a product. Industrial customers rely on specific purity standards for process water with purity needs that range from a small volume of water requiring minimal treatment to ultrapure water that support advanced manufacturing processes and are derived from highly advanced water treatment systems. Industrial utility water treatment includes solutions to remove contaminants before water is utilized to support an industrial process such as boiler feed water. Wastewater is then treated before it is either discharged to a municipal wastewater system or discharged directly to the environment or reused within the facility. Commercial aquatics include the filtration and disinfection of water within large commercial applications including pools and water parks.

The industrial market is comprised of direct end market distribution channels. The commercial market includes a variety of routes to market including direct and third-party channel relationships.

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also increased due to heightened safety standards, stricter environmental regulation and aging infrastructure. The municipal market is comprised of a wide range of drinking and wastewater treatment facilities. Key market participants include engineering firms and EPC companies that drive plant design and specifications, along with local municipal sales representatives.

Our Strengths

Number one market position in North America offering comprehensive, mission-critical lifecycle water treatment solutions. According to Amane Advisors, we are the leader in the highly fragmented approximately $10 billion North American served water treatment market across industrial, commercial and municipal process and wastewater treatment, based on our fiscal 2016 revenue. We have a global installed base that exceeds 200,000 installations and supports the full breadth of our water lifecycle solutions including application specific treatment equipment, aftermarket parts, consumables and routine or emergency service. Our approximately 11% market share in the North American water treatment market is nearly 1.5 times that of our closest competitor according to Amane Advisors, and yet we still enjoy room for growth given the highly fragmented nature of the market made up predominately of smaller, local companies. According to Amane Advisors, we operate in a highly competitive but fragmented industry, with the top five companies in our industry representing approximately 30% of the market. Our growth is supported by our global manufacturing capabilities, differentiated channels to market and deep technology reservoir.

We believe our market position is derived from our ability to provide holistic water solutions as compared to our competitors who lack both the breadth of our product and technology portfolio and our extensive North American service network. We have a vast array of products and systems with the expertise to adapt core technologies to meet specific customer needs, particularly within the industrial space. Additionally, we are able to offer our clients a full outsourced water experience with guaranteed water quality and quantity through a full suite of mobile technologies, including our national fleet of over 600 mobile treatment assets as of June 30, 2017.

Positioned to capitalize on favorable industry growth dynamics and benefit from diverse end-market exposure . While a decline in general global economic and business conditions may adversely affect demand for our products, services and solutions, water treatment is an essential, non-discretionary market that is growing in importance as access to clean water has become an international priority. A number of global, long-term secular trends underpin anticipated industry growth dynamics and have resulted in increasingly stringent effluent regulations along with a growing demand for cleaner and sustainable waste streams for reuse. These trends include the growing global population, increasing levels of urbanization and continued global economic growth. We have seen these trends manifest themselves within our various end markets creating multiple avenues of growth, but we are unable to predict the impact of potential countervailing considerations. For example, within the industrial market, water is an integral component in the production of a wide range of goods spanning from consumer electronics to automobiles. Additionally, recent events such as the crisis in Flint, Michigan have renewed focus on clean drinking water in the United States, which, combined with a historical increases in infrastructure investment, translates to growing demand for our solutions and services in the municipal market. Furthermore, our long-standing reputation among engineering firms and independent sales representatives positions us to benefit from increased municipal demand, particularly as water treatment plants are upgraded and expanded.

Given the wide use and importance of water, we enjoy low concentration within our end markets, with no single market vertical comprising over 19% of our revenue and no single customer comprising over 1% of our revenue for the fiscal year ended September 30, 2016. As a result, we believe our business is diversified and insulated from dislocations in specific market verticals. We estimate our end markets are growing at a weighted average of approximately 3% per annum. Further, we believe many

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of our end markets represents significant market opportunities because they are highly fragmented and not yet fully penetrated.

Unparalleled channels to market and service network to support our diversified, blue-chip customer base. With nearly four times as many branches as our next largest competitor based on management's estimates and analysis, our 86 service branches are located within a two-hour drive of more than 90% of our more than 25,000 industrial customer sites in North America. Across our global service branches, we have nearly 600 sales and support personnel and 800 field technicians. We believe our direct sales force is important to our customers. Most of our sales personnel are assigned to specific end markets and possess extensive application-specific knowledge, allowing us to provide customized and fully integrated solutions leading to a unique level of intimacy with our end users. Our continued success depends on our ability to retain or attract skilled technical, engineering, sales and other key personnel, for whom competition is intense, both in retaining our existing employees and in replacing or finding additional employees. We complement our sales approach with our Global Corporate Accounts Management team, which we use to drive greater penetration across our extensive portfolio of large blue-chip customers and engineering firms. The efforts of our sales force are further enhanced by the ongoing dialogue and interactions our field technicians have with customers, which provides us real-time feedback and serve as a source of leads on new sales opportunities. We also have a growing global product network that provides us access to commercial opportunities beyond our installed base and core geographic regions. Overall, we believe that our channels to market play a key role in our success in our core market while also allowing us to rapidly commercialize new technologies as well as scale tuck-in acquisitions. Further, our customer base consists of over 38,000 customers including a substantial majority of the industrial companies within the Fortune 500 and spans a wide array of end-markets. We face low customer concentration, with no single customer accounting for over 1% of our revenue for the fiscal year ended September 30, 2016.

Iconic brands supported by leading proprietary and differentiated technologies. We believe our brands are known across the water treatment marketplace for innovation, quality, customer service, safety and reliability. Our customers' familiarity with our brands enhances our sales capabilities and allows us to more effectively engage existing and new customers. Our reputation depends on our ability to provide our industry-leading water treatment solution offering, and we have a number of patent-protected cornerstone technologies that support our business. Leveraging these technologies allows us to offer solutions across the entire spectrum of the water treatment lifecycle. Our innovation process is supported through six global research, development and engineering ("RD&E") facilities, along with partnerships spanning leading universities research centers and other outside agencies. Our internal RD&E framework, the Evoqua Innovation Process, is fully deployed and uses a stage-gate approach to identifying, prioritizing and implementing innovation projects across the organization.

Our innovation platform has generated an extensive portfolio of intellectual property with more than 1,250 granted or pending patents. In the fiscal year ended September 30, 2016, excluding parts and service, approximately 47% of our revenue was directly or indirectly covered by our granted or pending patents. Our core and established technologies include electrodeionization and advanced oxidation, which allow for chemical free ultra-high purity water solutions; Water One, which leverages advanced sensing and analytics to provide water on demand, remote condition monitoring and predictive maintenance; and mobile treatment services, which provide expedited services in emergency situations. Our newly developed and acquired technologies include our recently acquired Defender line of regenerative media filtration, which is a leader in commercial aquatics filtration; BioMag and CoMag, which address the need for capital-light solutions to increase throughput within municipal treatment facilities; and SeaCURE, which treats ballast water in order to actively remove, kill or inactivate organisms before discharge. We must continue to develop and acquire new products, services and solutions to meet the demands of our customers and compete in our markets. Our current pipeline of technologies in development includes biological wastewater diffused aeration, on-site electrolytic

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chlorination and electrochemical desalination, which are designed to help lower customer costs and expand our market reach.

Stable, recurring flow of business with a large installed base drives superior topline visibility. We had high visibility into over 82% of our overall revenue at the beginning of fiscal 2016. Approximately 58% of our revenue for fiscal 2016 was related to service, consumables and aftermarket parts that come from our repeat business and backlog. A portion of this revenue is covered by annual and multi-year industrial contracts that had a 98% and 99% renewal rate in fiscal 2015 and 2016, respectively. We generate service and aftermarket revenue from a wide range of activities, including the regular delivery and installation of consumable ion-exchange replacement bottles across 25,000 industrial customer sites and the regular replacement of approximately 400,000 ultra-filtration membranes installed across 1,800 locations on 4-6 year cycles as of June 30, 2017. In particular, more than 80% of Industrial customers who purchased capital equipment during the two fiscal years ended September 30, 2015 and 2016 have also purchased services and/or aftermarket products over the past three years. Approximately 24% of our revenue for fiscal 2016 consisted of capital orders already contracted in backlog. The remaining approximately 18% of revenue for the fiscal year ended September 30, 2016 represented book-to-bill projects, which we typically win and convert to revenue within the same fiscal year. For our capital related sales, we selectively focus on projects that we believe have the potential to produce continuing service, aftermarket and consumables sales. We believe the visibility and predictability we experience with our revenue enhances our ability to consistently drive profitability.

Well invested manufacturing and service footprint provides operating leverage and supports our growth. We believe our manufacturing, service and sales functions are capable of supporting our long-term growth targets. Our manufacturing base is currently operating at approximately 40% of its maximum capacity levels at June 30, 2017, creating an opportunity for volume and margin expansion without significant new capital investments. This dynamic also enhances our ability to absorb new acquisitions into our existing operations, though we may not be able to successfully identify, integrate or compete for acquisition targets. We have also identified and are pursuing several operational improvement campaigns including ePro and LEAN, our supply chain excellence initiative that centralizes and standardizes purchasing across the organization. These initiatives, combined with low levels of maintenance capital expenditures and efficient working capital management, create flexibility to deploy cash flow for accretive investments.

Experienced management team with proven operational capabilities that has made Evoqua an employer of choice. We are highly dependent on our leadership team, which consists of industry veterans with a track record of executing effective strategies and achieving profitable growth. Ron Keating, our CEO, is a highly experienced executive with a strategic, commercial and operational background developed in senior roles, where he reshaped organizations and corporate portfolios for growth. Ben Stas, our CFO, has held a variety of senior financial and business roles in the capital goods sector. Our leadership developed and deployed standard operating processes under the Evoqua Growth System that repositioned the business and improved margins through operational programs and standards such as LEAN operating systems, service growth and ePro, among others. These programs, combined with our newly implemented sales methodology, Evoqua EDGE, have improved our free cash flow profile and growth prospects. Our management team has also expanded our operations to new target markets and geographies and has demonstrated successful acquisition and integration capabilities. Our success depends to a significant extent on our ability to retain or attract employees in senior management, skilled technical, engineering, sales and other key personnel.

After the AEA Acquisition, we began a transformation of our business into a global organization with an independent, professional management team. We believe our transformation has made us into a premier partner and employer in our industry, resulting in differentiated capabilities and talent within our organization. We have instilled an entrepreneurial environment where employees believe in the

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mission and leverage the collective intellect and expertise of service technicians and engineers. To develop a safety focused culture, we have invested heavily in our environmental, health and safety ("EH&S") program, which is committed to providing employees with a safe and healthy workplace while protecting our shared environment. Following the completion of this offering, AEA will continue to control a majority of the voting power of our outstanding common stock. As a result, we expect to be a "controlled company" within the meaning of the corporate governance standards of the NYSE. See "Risk Factors—Risks Relating to our Common Stock and this Offering—We are a 'controlled company' within the meaning of the corporate governance standards of the NYSE and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements."

Our Growth Strategy

The key elements of our strategy include:

Grow and further penetrate our existing customer base. We believe our strong brands, leading position in highly fragmented markets, scalable and global offerings, leading installed base and unique ability to provide complete treatment solutions will enable us to capture a larger share of our existing customers' water treatment spend while expanding with existing and new customers into adjacent end-markets and underpenetrated regions, including by investing in our sales force and cross-selling to existing customers. Despite having the leading market share in the North American water treatment market, our share does not exceed 25% in any single market vertical according to Amane Advisors. Furthermore, our share of any given customer's water treatment related spend is often limited to select regions, thereby creating a significant opportunity to further penetrate existing customer accounts by offering additional solutions and serving more sites, both in current and new geographic regions. Our growth initiatives include both expanding our presence in our core North American market as well as replicating our leading position and strategies into underpenetrated global regions. For example, through innovative technologies such as IONPURE continuous electrodeionization and Defender aquatic regenerative media filtration systems, we have expanded our positions in markets such as Asia and the Middle East.

In order to maintain and enhance our customer relationships, we intend to continue to invest in our sales force. Since fiscal 2014 we have increased the proportion of customer facing employees by over 25%, developed a best-in-class training program, restructured our customer relationship management system and realigned our compensation packages. Sales of our products, services and solutions to some of our customers are also accomplished, in part, through the efforts of third-party sales representatives. Through direct sales efforts, outreach and education, we plan to continue to enhance our relationships and enable further adoption of our products, technologies and solutions by end customers and key influencers, including municipal representatives, engineering firms, designers and other system specifiers. Our performance depends, in part, on our ability to attract, incentivize and retain third-party sales representatives that will be able to market and support our products effectively, and competition for sales personnel with established customer relationships is intense.

Continued transition of our customers to a higher value-add service-based business model. Our goal is to provide "worry-free water" by combining our products and technologies with extensive service and distribution capabilities. We selectively target high value projects with opportunities for recurring business through service, parts and other aftermarket opportunities over the lifecycle of the process or capital equipment. In particular, we have developed a pipeline of smart, internet-connected monitoring technologies through the deployment of our Water One smart water platform that provides us with an increasing ability to handle our customers' complete water needs through on-demand water management, predictive maintenance and service response planning. Water One also enables us to transition our customers to more accurate pricing models based on usage, which otherwise would not have been possible without technological advancement. We estimate that approximately 1.6% of our industrial customers utilized our Water One technology in fiscal 2016. Our technology solutions provide

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customers with increased stability and predictability in water-related costs, while enabling us to optimize our service route network and on demand offerings through predictive analytics, which we believe will result in market share gains, improved service levels, increased barriers to entry and reduced costs. Our future growth depends, in part, on our ability to develop or acquire new products, services and solutions, identify emerging technological trends in our target end markets and maintain the integrity of our information technology systems.

Drive margin expansion and cash flow improvements through continued focus on operational excellence and execution. Since fiscal 2014, we have realigned our organizational structure, achieved significant cost savings through operational efficiencies and revitalized our culture, which has energized our workforce and reduced employee turnover. This organizational realignment transformed our business into a streamlined organization focused on improved accountability, responsiveness and resulted in an overall lower cost structure. We have identified and are pursuing a number of discrete initiatives which, if successful, we expect could result in additional cost savings over the next three years. These initiatives include our ePro and supply chain improvement program to consolidate and manage global spending, our improved logistics and transportation management program, further optimizing our engineering cost structure, capturing benefits of our Water One remote system monitoring and data analytics offerings. Furthermore, as a result of significant investments we have made in our footprint and facilities, we believe have capacity to support our planned growth without commensurate increases in fixed costs.

Commercialize and drive adoption of nascent and newly acquired technologies by leveraging our sales channels and application expertise. We offer a full range of services, systems and technologies that we must continually develop to meet our customers' evolving water lifecycle needs. We develop our technologies through in-house research, development and engineering and targeted tuck-in, technology-enhancing and geography-expanding acquisitions and have a reservoir of recently launched technologies and a pipeline of new offerings designed to provide customers with innovative, value-enhancing solutions. Furthermore, we have successfully completed eight technology-enhancing and geography-expanding acquisitions since April 2016 to add new capabilities and cross-selling opportunities in areas such as electrochemical and electrochlorination cells, regenerative media filtration, anodes, UV disinfection and aerobic and anaerobic biological treatment technologies. We must continue to develop and acquire new products, services and solutions to successfully compete in our markets.

We believe a key differentiator for our technology development program is our strong record of incorporating new technologies into the comprehensive solutions we provide to our customers across our platform. We are able to rapidly scale new technologies using our leading direct and third-party sales channels and our relationships with key influencers, including municipal representatives, engineering firms, designers and other system specifiers. Through our service network, we have a direct view of our customers' water needs which allows us to focus on developing and acquiring the most relevant and sought-after solutions.

We believe our continued investment in driving penetration of our recently launched technologies, robust pipeline of new capabilities and best-in-class channels to market will allow us to continue to address our customer needs across the water lifecycle.

Continue to evaluate and pursue accretive tuck-in acquisitions to add new technologies, attractive geographic regions and end-markets. As a complement to our organic growth initiatives, we view tuck-in acquisitions as a key element of our overall growth strategy which will enable us to accelerate our growth in our current addressable market, new geographies and new end market verticals. Our existing customer relationships, channels to market and ability to rapidly commercialize technologies provide a strong platform to drive growth in the businesses we acquire. To capitalize on these opportunities we have built an experienced team dedicated to mergers and acquisitions that has successfully completed

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eight technology-enhancing and geography-expanding acquisitions since April 2016, including the addition of capabilities in the attractive aquatics market, which we have typically financed through borrowings under our revolving credit facility and cash on hand. Although we may not continue to identify suitable acquisition targets and implement our growth strategy, we currently have a pipeline which includes more than 60 potential targets, which has been developed proactively by our team as well as informed by our customer base.

Our Sponsor

AEA is one of the most experienced global private investment firms. Founded in 1968, AEA currently manages approximately $10 billion of capital for an investor group that includes former and current chief executive officers of major multinational corporations, family groups and institutional investors from around the world. With a staff of approximately 60 investment professionals and offices in New York, Stamford, London, Munich and Shanghai, AEA focuses on investing in companies in the consumer products/retail, industrial, specialty chemicals and related services sectors.

In addition to Evoqua, representative current and former value-added industrial products portfolio companies include B.I. Incorporated, BOA Group, CPG International, Dematic, GMS, Henry Company, Houghton International, LoneStar Group, Mettler-Toledo International, NES Global Talent, Noveon International, Pregis Corporation, Pro Mach Group, Reladyne, Sparrows Group, SRS Distribution, Symrise, TricorBraun Holdings, Unifrax Corporation, VC GB Holdings and Waters Corporation.

After completion of this offering, we expect that AEA will continue to control a majority of the voting power of our outstanding common stock. As a result, we expect to be a "controlled company" within the meaning of the corporate governance standards of the NYSE. See "Risk Factors—Risks Relating to Our Common Stock and this Offering—We are a 'controlled company' within the meaning of the corporate governance standards of the NYSE and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements."

Risks Associated with Our Business

We are subject to a number of risks, including risks that may prevent us from achieving our business objectives or that may adversely affect our business, financial condition, results of operations or prospects. You should carefully consider the risks discussed in the section entitled "Risk Factors," including the following risks, before investing in our common stock:

•: general global economic and business conditions may adversely affect demand for our products, services and solutions;
•: failure to compete successfully in our markets could adversely affect our business, financial condition, results of operations or prospects;
•: our future growth is dependent upon our ability to continue to develop and acquire our products, services and solutions and adapt our businesses to meet the demands of our customers, comply with changes to government regulations and achieve market acceptance with acceptable margins;
•: our growth strategy includes acquisitions, and we may not be able to identify suitable acquisition targets or otherwise successfully implement our growth strategy;
•: we may have difficulty in operating or integrating any acquired businesses, assets or product lines profitably or in otherwise successfully implementing our growth strategy;

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•: delays in enactment or repeals of environmental laws and regulations may make our products, services and solutions less economically beneficial to our customers, thereby affecting demand for our products, services and solutions;
•: if we become subject to claims relating to handling, storage, release or disposal of hazardous materials, we could incur significant cost and time to comply;
•: product defects and unanticipated or improper use of our products could adversely affect our business, reputation and financial statements;
•: we may incur liabilities to customers as a result of warranty claims or failure to meet performance guarantees, which could reduce our profitability;
•: our inability to meet our customers' safety standards or adverse publicity affecting our reputation as a result of incidents such as workplace accidents, mechanical failures, spills, uncontrolled discharges, damage to customer or third-party property or the transmission of contaminants or diseases could have a material adverse effect on our sales and profitability;
•: our products, services and solutions, or our participation in large-scale projects, could expose us to litigation, regulatory or enforcement actions and reputational risk;
•: seasonality of sales and weather conditions may adversely affect, or cause volatility in, our financial results;
•: government customers involve unique policy-, contract- and performance-related risks, and we face many challenges to our government contracts or our eligibility to serve government customers, any of which could materially adversely impact our business, financial condition, results of operations or prospects;
•: our contracts with federal, state and local governments may be terminated or adversely modified prior to completion, which could adversely affect our business;
•: the cost of complying with complex governmental regulations applicable to our business, sanctions resulting from non-compliance or reduced demand resulting from certain changes in regulations could increase our operating costs and reduce our profit;
•: wastewater operations entail significant risks that may impose significant costs;
•: we are increasingly dependent on the continuous and reliable operation of our information technology systems, and a disruption of these systems could materially adversely affect our business;
•: if we experience a significant data security breach or fail to detect and appropriately respond to a significant data security breach, our business and reputation could suffer;
•: our substantial indebtedness could, among other things, adversely affect our financial condition, reduce or limit our available cash flows and ability to raise additional capital to fund our operations or strategic transactions, and have other important consequences to us, including making it more difficult for us to satisfy our debt obligations, exposing us to the risk of increased interest rates, limiting our flexibility in planning for, and reacting to changes in, our business and industry and placing us at a disadvantage relative to our competitors;
•: because AEA controls a significant percentage of our common stock, it may control all major corporate decisions, and the interests of AEA and its affiliates, including certain of our directors, may conflict with your interests as an owner of our common stock and those of the Company; and

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•: we are a "controlled company" within the meaning of the corporate governance standards of the NYSE and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements.

Recent Developments

Headquarters Move

On July 28, 2017, we moved our world headquarters and its approximately 200 employees from our Warrendale, Pennsylvania offices to 210 Sixth Avenue in Pittsburgh, Pennsylvania's Central Business District. We currently lease three floors at 210 Sixth Avenue, with an initial lease term of 10 years covering approximately 60,000 square feet of space. We retain certain options to expand the amount of space we occupy and to extend the term of the lease.

August 2017 Refinancing

On August 8, 2017, EWT Holdings II Corp., as the parent guarantor, EWT Holdings III Corp., as the borrower, and certain wholly-owned subsidiaries of EWT Holdings II Corp., entered into the August 2017 Amendment to the First Lien Credit Agreement.

Prior to the August 2017 Refinancing, the Term Loan Facility consisted of (i) the term loans made on January 15, 2014 and the October 2016 Incremental Loans (the "Existing Term Loan Tranche") and (ii) the NB Incremental Loans. Pursuant to the August 2017 Amendment, we incurred approximately $182.7 million of refinancing term loans (the "August 2017 Refinancing Loans"), the net proceeds of which were used to refinance the NB Incremental Loans in their entirety. As a result of such refinancing, the Term Loan Facility now consists of a single tranche of term loans, comprised of the term loans made on January 15, 2014, the October 2016 Incremental Loans, the August 2017 Refinancing Loans and the August 2017 Incremental Loans (as defined below).

Pursuant to the August 2017 Refinancing, we also incurred approximately $80.0 million of incremental term loans (the "August 2017 Incremental Loans"), the net proceeds of which were used to repay $60.0 million of revolving credit loans then outstanding and to pay fees and expenses in connection with the transactions thereunder and for other general corporate purposes.

As of August 8, 2017, the terms of the Term Loan Facility are now consistent with the terms of the Existing Term Loan Tranche (including with respect to pricing) and the provisions governing the NB Incremental Loans contained in Incremental Term Facility Amendment No. 1, dated as of April 15, 2016, to the First Lien Credit Agreement, are superseded in their entirety by the terms of the August 2017 Refinancing. As of June 30, 2017, we had $898.7 million of borrowings under the Term Loan Facility, after giving effect to the August 2017 Refinancing.

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Organizational Structure

The chart below summarizes our ownership and corporate structure after giving effect to this offering.

Corporate Information

Evoqua Water Technologies Corp. (formerly EWT Holdings I Corp.) was incorporated as a Delaware corporation on October 7, 2013 under the name WTG Holdings I Corp. Our principal executive office is located at 210 Sixth Avenue, Pittsburgh, Pennsylvania 15222, and our telephone number at that address is (724) 772-0044. We maintain a website at www.evoqua.com , which contains information about us. The information contained on, or that can be accessed through, our website is not a part of, and should not be considered as being incorporated by reference into, this prospectus.

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The Offering


Common stock offered by us		shares.
Common stock offered by the selling stockholders		shares (or shares if the underwriters exercise in full their option to purchase additional shares).
Common stock to be outstanding immediately after this offering		shares.
Option to purchase additional shares from the selling stockholders		The underwriters have an option to purchase up to an aggregate of additional shares of common stock from the selling stockholders at the initial public offering price, less underwriting discounts and commissions. The underwriters can exercise this option at any time within 30 days from the date of this prospectus.
Use of proceeds		We estimate that the net proceeds to us from this offering, after deducting underwriting discounts and commissions and estimated offering expenses, will be approximately $ million, assuming the shares are offered at $ per share (the midpoint of the price range set forth on the cover page of this prospectus).
		We intend to use the net proceeds received by us in this offering to repay approximately $ million of indebtedness plus accrued and unpaid interest and premium under the Term Loan Facility and any remainder for general corporate purposes. We will not receive any proceeds from the sale of shares by the selling stockholders. See "Use of Proceeds."
Dividend policy		We do not expect to pay any dividends on our common stock for the foreseeable future. See "Dividend Policy."
Proposed NYSE symbol		"AQUA."
Directed share program		The underwriters have reserved for sale, at the initial public offering price, up to shares of common stock to be offered to our directors, officers and certain employees. We will offer these shares to the extent permitted under applicable regulations. The number of shares available for sale to the general public in this offering will be reduced to the extent these persons purchase reserved shares. Any reserved shares not purchased will be offered by the underwriters to the general public on the same terms as the other shares. See "Underwriting."

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Controlled company		Following this offering, we will continue to be a "controlled company" within the meaning of the corporate governance standards of the NYSE. See "Risk Factors—Risks Relating to our Common Stock and this Offering—We are a 'controlled company' within the meaning of the corporate governance standards of the NYSE and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements."
Risk factors		Investing in our common stock involves a high degree of risk. See "Risk Factors" beginning on page 24 of this prospectus for a discussion of factors you should carefully consider before investing in our common stock.

In this prospectus, the number of shares of common stock to be outstanding immediately after this offering is based on shares of common stock outstanding as of June 30, 2017 and excludes shares of common stock issuable upon the exercise of options outstanding under the Stock Option Plan as of , 2017 at a weighted average exercise price of $ per share.

Unless otherwise indicated, all information contained in this prospectus:

•: assumes an initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus;
•: assumes the underwriters' option to purchase additional shares from the selling stockholders will not be exercised;
•: gives effect to a -for-one stock split effected on , 2017; and
•: gives effect to our amended and restated certificate of incorporation and our amended and restated bylaws, which will be in effect prior to the consummation of this offering.

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Summary Consolidated Financial and Operating Data

Our summary consolidated balance sheet data presented below as of September 30, 2015 and 2016 and our summary consolidated statements of operations and cash flow data presented below for the period from October 1, 2013 through January 15, 2014 and the period from January 16, 2014 through September 30, 2014 (each as described below) and for each of the fiscal years ended September 30, 2015 and 2016 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. Our summary consolidated balance sheet data presented below as of January 15, 2014 and September 30, 2014 has been derived from our unaudited financial information and our audited consolidated financial statements, respectively, not included in this prospectus. Our summary consolidated balance sheet data presented below as of June 30, 2017 and our summary consolidated statements of operations and cash flow data presented below for the nine months ended June 30, 2016 and 2017 has been derived from the unaudited consolidated financial statements included elsewhere in this prospectus. Our summary consolidated balance sheet data presented below as of June 30, 2016 has been derived from our unaudited consolidated financial statements not included in this prospectus. The unaudited consolidated financial statements were prepared on a basis consistent with that used in preparing our audited consolidated financial statements and include all adjustments, consisting of normal and recurring items, that we consider necessary for a fair presentation of our financial position and results of operations for the unaudited periods. The summary consolidated financial data of our Predecessor as of January 15, 2014 and for the period from October 1, 2013 through January 15, 2014 was prepared on a "carve-out" basis for the purpose of presenting our historical financial position, results of operations and cash flows.

On January 15, 2014, Evoqua Water Technologies Corp. acquired, through its wholly-owned entities, EWT Holdings II Corp. and EWT Holdings III Corp., all of the capital stock of the Predecessor. As a result of the AEA Acquisition and resulting change in control and changes due to the impact of purchase accounting, we are required to present separately the operating results for the Predecessor and Successor. We refer to the period from October 1, 2013 through January 15, 2014 as "Predecessor Period 2014," and the consolidated financial statements for that period include the accounts of the Predecessor. The financial data presented for this period is not necessarily indicative of our current or future performance and does not reflect what our performance would have been had we operated as a separate stand-alone entity during this period. We refer to the period from January 16, 2014 through September 30, 2014 as "Successor Period 2014," and the consolidated financial statements for that period include the accounts of the Successor. The Successor was incorporated on October 7, 2013. From October 7, 2013 to January 15, 2014, the Successor had no activities other than the incurrence of transaction costs related to the AEA Acquisition, which are included in the Successor Period 2014. Consequently, Successor Period 2014, fiscal 2015 and fiscal 2016 may not be comparable to Predecessor Period 2014.

Our historical results presented below are not necessarily indicative of the results to be expected for any future period. The summary consolidated financial and operating data presented below should be read in conjunction with "Capitalization," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Selected Historical Consolidated Financial Data," "Unaudited Pro Forma Financial Information" and our consolidated financial statements and related notes included elsewhere in this prospectus.

Our unaudited summary pro forma financial information presented below has been derived from our unaudited pro forma consolidated financial information included in this prospectus under "Unaudited Pro Forma Financial Information" and has been prepared to give effect to the transactions described in this prospectus under "Unaudited Pro Forma Financial Information" as if they had occurred on the dates discussed therein. The following unaudited summary pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the relevant transactions had been

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consummated on the date indicated, nor is it indicative of future operating results. Furthermore, unaudited summary pro forma financial information includes various estimates which are subject to material change. See "Unaudited Pro Forma Financial Information" for a complete description of the adjustments and assumptions underlying the unaudited summary pro forma financial information.

	Pro Forma						Historical

							Predecessor			Successor
							Predecessor			Successor
							October 1, 2013 Through January 15, 2014			January 16, 2014 Through September 30, 2014			Fiscal Years Ended September 30,						Nine Months Ended June 30,
	Fiscal Year Ended September 30, 2016			Nine Months Ended June 30, 2017									Fiscal Years Ended September 30,						Nine Months Ended June 30,
	Fiscal Year Ended September 30, 2016			Nine Months Ended June 30, 2017									2015			2016			2016			2017
	(unaudited)																		(unaudited)
	(in thousands, except per share data)
Statement of Operations Data:
Revenue from product sales and services	$	1,171,389		$	890,916		$	306,314		$	791,154		$	1,060,966		$	1,137,196		$	817,788		$	890,916
Cost of product sales and services		(818,895	)		(614,088	)		(228,227	)		(700,245	)		(768,549	)		(804,131	)		(575,234	)		(614,088	)

Gross profit		352,494			276,828			78,087			90,909			292,417			333,065			242,554			276,828
Research and development expense		(22,897	)		(15,684	)		(6,728	)		(18,829	)		(25,909	)		(22,897	)		(17,469	)		(15,684	)
Sales and marketing expense		(149,920	)		(108,729	)		(38,479	)		(90,947	)		(124,429	)		(135,208	)		(97,078	)		(108,729	)
General and administrative expense		(139,661	)		(117,477	)		(35,652	)		(104,122	)		(147,663	)		(144,771	)		(108,496	)		(120,534	)
Other operating income (expense), net		7,010			981			(1,198	)		(522	)		74			6,966			2,404			981
Interest expense		(52,250	)		(37,793	)		(23	)		(23,994	)		(34,060	)		(42,518	)		(29,467	)		(39,117	)
Equity income of non-consolidated affiliate(1)		—			—			518			1,283			1,424			—			—			—

Loss before income taxes		(5,224	)		(1,874	)		(3,475	)		(146,222	)		(38,146	)		(5,363	)		(7,552	)		(6,255	)

Income tax benefit (expense)		18,345			(1,828	)		1,173			48,465			(47,905	)		18,394			20,419			(295	)

Net income (loss)		13,121			(3,702	)		(2,302	)		(97,757	)		(86,051	)		13,031			12,867			(6,550	)

Net income attributable to non-controlling interest		1,392			2,348			—			—			—			1,392			1,055			2,348

Net income (loss) attributable to the Company	$	11,729		$	(6,050	)	$	(2,302	)	$	(97,757	)	$	(86,051	)	$	11,639		$	11,812		$	(8,898	)



Weighted average shares outstanding
Basic		3,845			3,875			—			3,745			3,775			3,845			3,836			3,875
Diluted		3,915			3,875			—			3,745			3,775			3,915			3,867			3,875
Earnings (loss) per common share
Basic	$	3.05		$	(1.56	)		—		$	(26.10	)	$	(22.79	)	$	3.03		$	3.08		$	(2.30	)
Diluted	$	3.00		$	(1.56	)		—		$	(26.10	)	$	(22.79	)	$	2.97		$	3.05		$	(2.30	)
Cash Flow Data:
Net cash provided by (used in) operating activities							$	45,577		$	37,478		$	41,944		$	31,919		$	10,655		$	15,793
Net cash provided by (used in) investing activities								(7,524	)		(762,087	)		(46,866	)		(344,610	)		(331,227	)		(117,266	)
Net cash provided by (used in) financing activities								89,901			911,444			(6,263	)		191,389			199,067			104,449
Effect of exchange rate changes on cash								(243	)		(1,399	)		(5,225	)		2,637			369			680

Change in cash and cash equivalents							$	127,711		$	185,436		$	(16,410	)	$	(118,665	)	$	(121,136	)	$	3,656



Balance Sheet Data (as of end of period):
Cash and cash equivalents							$	167,568		$	177,887		$	169,027		$	50,362		$	47,891		$	54,018
Property, plant, and equipment, net								209,345			222,163			235,828			256,765			250,090			271,830
Other assets								840,467			734,990			635,016			989,104			983,403			1,094,855

Total assets							$	1,217,380		$	1,135,040		$	1,039,871		$	1,296,231		$	1,281,384		$	1,420,703



Long-term debt								—			553,506			547,032			728,132			735,022			800,628
Other liabilities								417,886			326,121			318,479			364,164			335,454			418,588

Total liabilities								417,886			879,627			865,511			1,092,296			1,070,476			1,219,216
Net parent investment								799,494			—			—			—			—			—
Total shareholders' equity								—			255,413			174,360			203,935			210,908			201,487

Total liabilities and shareholders' equity							$	1,217,380		$	1,135,040		$	1,039,871		$	1,296,231		$	1,281,384		$	1,420,703



Other Financial and Operating Data:
Adjusted EBITDA(2)	$	182,449	(3)	$	145,606	(3)	$	11,482		$	105,710		$	119,911		$	160,053		$	100,633		$	136,303

(1): We hold a 50% partnership interest in TWO, which, for the fiscal years ended September 30, 2014 and 2015, we accounted for under the equity method and did not consolidate, as we did not have a controlling financial interest based on the shared powers of both joint venture partners to direct the activities that most significantly impact TWO's financial performance. On October 1, 2015, a change occurred in the partnership structure of TWO such that we are now obligated to absorb all risk of loss up to 100% of the joint venture partner's equity. As such, the accounting for our 50% interest changed from equity method investment to full consolidation as a variable interest entity under Accounting Standards Codification ("ASC") Topic 810, Consolidation ("ASC 810").

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(2)

Adjusted EBITDA is one of the primary metrics used by management to evaluate the financial performance of our business. Adjusted EBITDA is defined as net income (loss) before interest expense, income tax benefit (expense) and depreciation and amortization, adjusted for the impact of certain other items, including restructuring and related business transformation costs, purchase accounting adjustment costs, non-cash stock-based compensation, sponsor fees, transaction costs and other gains, losses and expenses.

We present Adjusted EBITDA, which is not a recognized financial measure under GAAP, because we believe it is frequently used by analysts, investors and other interested parties to evaluate companies in our industry. Further, we believe it is helpful in highlighting trends in our operating results, because it excludes the results of decisions that are outside the control of management, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate and capital investments. Management uses Adjusted EBITDA to supplement GAAP measures of performance as follows:

•

to assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance;

•

in our management incentive compensation which is based in part on components of Adjusted EBITDA;

•

in certain calculations under our Senior Secured Credit Facilities, which use components of Adjusted EBITDA;

•

to evaluate the effectiveness of our business strategies;

•

to make budgeting decisions; and

•

to compare our performance against that of other peer companies using similar measures.

You are encouraged to evaluate each adjustment and the reasons we consider it appropriate for supplemental analysis. In addition, in evaluating Adjusted EBITDA, you should be aware that in the future, we may incur expenses similar to the adjustments in the presentation of Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. In addition, Adjusted EBITDA may not be comparable to similarly titled measures used by other companies in our industry or across different industries.

Adjusted EBITDA has its limitations as an analytical tool and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations include the following:

•

Adjusted EBITDA does not reflect every expenditure, future requirements for capital expenditures or contractual commitments;

•

Adjusted EBITDA does not reflect changes in our working capital needs;

•

Adjusted EBITDA does not reflect the significant interest expense, or the amounts necessary to service interest or principal payments on our Senior Secured Credit Facilities;

•

Adjusted EBITDA does not reflect income tax expense (benefit), and because the payment of taxes is part of our operations, tax expense is a necessary element of our costs and ability to operate;

•

although depreciation and amortization are eliminated in the calculation of Adjusted EBITDA, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any costs of such replacements;

•

Adjusted EBITDA does not reflect the noncash component of employee compensation;

•

Adjusted EBITDA does not reflect the impact of earnings or charges resulting from matters we consider not to be reflective, on a recurring basis, of our ongoing operations;

•

other companies in our industry may calculate Adjusted EBITDA or similarly titled measures differently than we do, limiting its usefulness as a comparative measure; and

•

Adjusted EBITDA (pro forma as adjusted for contributions from insignificant completed acquisitions) does not necessarily reflect the results of operations of such acquired businesses as if they had been acquired at the beginning of each such period presented.

We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only as supplemental information.

(3)

Throughout this prospectus, as noted, we make adjustments to Adjusted EBITDA, with respect to the pro forma periods presented herein, to give further effect to contributions from insignificant completed acquisitions for the applicable periods.

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The following is a reconciliation of our net income (loss) to Adjusted EBITDA:

	Pro Forma						Historical

							Predecessor			Successor
							Predecessor			Successor
							October 1, 2013 Through January 15, 2014			January 16, 2014 Through September 30, 2014			Fiscal Years Ended September 30,						Nine Months Ended June 30,
	Fiscal Year Ended September 30, 2016			Nine Months Ended June 30, 2017									Fiscal Years Ended September 30,						Nine Months Ended June 30,
	Fiscal Year Ended September 30, 2016			Nine Months Ended June 30, 2017									2015			2016			2016			2017
	(unaudited)																		(unaudited)
	(in thousands)
Net income (loss)	$	13,121		$	(3,702	)	$	(2,302	)	$	(97,757	)	$	(86,051	)	$	13,031		$	12,867		$	(6,550	)
Interest expense		52,250			37,793			23			23,994			34,060			42,518			29,467			39,117
Income tax (benefit) expense		(18,345	)		1,828			(1,173	)		(48,465	)		47,905			(18,394	)		(20,419	)		295
Depreciation and amortization		73,751			55,813			14,934			139,933			58,139			69,289			50,986			55,813

EBITDA	$	120,777		$	91,732		$	11,482		$	17,705		$	54,053		$	106,444		$	72,901		$	88,675
Restructuring and related business transformation costs(a)		43,075			36,382			—			41,027			32,842			43,075			18,208			36,382
Purchase accounting adjustment costs(b)		1,267			229						18,326			—			1,267			—			229
Stock-based compensation(c)		1,999			1,634			—			342			1,587			1,999			1,447			1,634
Sponsor fees(d)		—			—			—			4,369			5,012			3,758			2,810			3,042
Transaction costs(e)		3,274			5,659			—			10,121			—			5,374			3,943			5,659
Other gains, losses and expenses(f)		(1,864	)		683			—			13,820			26,417			(1,864	)		1,324			682

Adjusted EBITDA	$	168,528		$	136,319		$	11,482		$	105,710		$	119,911		$	160,053		$	100,633		$	136,303

Contributions from insignificant completed acquisitions(g)		13,921			9,287

Adjusted EBITDA (pro forma as adjusted for contributions from insignificant completed acquisitions)	$	182,449		$	145,606

(a)

Represents:

(i): costs and expenses in connection with various restructuring initiatives since the AEA Acquisition, including severance costs, relocation costs, recruiting expenses, write-offs of inventory and fixed assets and third-party consultant costs to assist with these initiatives (includes (A) $16.9 million in fiscal 2016 (all of which is reflected as a component of Restructuring charges in "Note 12—Restructuring and Related Charges" to our audited consolidated financial statements) and $19.2 million for the nine months ended June 30, 2017 (all of which is reflected as a component of Restructuring charges in "Note 11—Restructuring and Related Charges" to our unaudited condensed consolidated financial statements) related to our voluntary separation plan pursuant to which approximately 220 employees accepted separation packages, and (B) $12.4 million (of which $4.4 million is reflected as a component of Restructuring charges in "Note 12—Restructuring and Related Charges" to our audited consolidated financial statements) in the Successor Period, $9.2 million (of which $6.5 million is reflected as a component of Restructuring charges in "Note 12—Restructuring and Related Charges" to our audited consolidated financial statements) in fiscal 2015, $11.1 million (all of which is reflected as a component of Restructuring charges in "Note 12—Restructuring and Related Charges" to our audited consolidated financial statements) in fiscal 2016, $9.3 million (of which $8.1 million is reflected as a component of Restructuring charges in "Note 11—Restructuring and Related Charges" to our unaudited condensed consolidated financial statements) in the nine months ended June 30, 2016 and $6.5 million (of which $2.9 million is reflected as a component of Restructuring charges in "Note 11—Restructuring and Related Charges" to our unaudited condensed consolidated financial statements) in the nine months ended June 30, 2017 related to various other initiatives implemented to restructure and reorganize our business as a standalone business with an appropriate management team and cost structure). Differences between amounts reflected as Restructuring charges in "Note 12—Restructuring and Related Charges" to our audited financial statements and amounts reflected in this adjustment relate primarily to retention payments made to employees in the Successor Period of $5.6 million that have been reflected as components of Cost of product sales and services ($1.2 million), Research and development expense ($0.2 million), Sales and marketing expense ($1.9 million) and General and administrative expense ($2.3 million) as well as other administrative costs associated with separation from the Predecessor that have been reflected in the Successor Period as a component of General and administrative expense (2.4 million). Differences between amounts reflected as Restructuring charges in "Note 12—Restructuring and Related Charges" to our audited financial statements and amounts reflected in this adjustment also relate to retention payments made to employees in fiscal 2015 of $2.5 million that have been reflected as components of Cost of product sales and services ($1.1 million), Research and development expense ($0.1 million), Sales and marketing expense ($1.0 million) and General and administrative expense ($0.3 million). Differences between amounts reflected as Restructuring charges in "Note 11—Restructuring and Related Charges" to our unaudited condensed consolidated financial statements in the nine months ended June 30, 2016 and June 30, 2017 and amounts reflected in this adjustment relate primarily to consulting costs and other charges related to implementing such initiatives that have primarily been recorded as a component of General and administrative expense ($1.2 million) in the nine months ended June 30, 2016 and Cost of product sales and services ($1.4 million), Sales and marketing expenses ($1.0 million) and General and administrative expense ($1.0 million) in the nine months ended June 30, 2017;
(ii): legal settlement costs and intellectual property related fees associated with legacy matters prior to the AEA Acquisition, including fees and settlement costs related to product warranty litigation on MEMCOR products and certain discontinued products ($11.7 million in the Successor Period, reflected as a component of Cost of product sales and services, $11.7 million in fiscal 2015, reflected as components of Cost of product sales and services ($10.7 million) and General and administrative expenses ($1.0 million), $5.1 million, primarily reflected as a component of Cost of product sales and services in fiscal 2016, $2.5 million, primarily reflected as a component of Cost of product sales and services in the nine months ended June 30, 2016 and $1.8 million, primarily reflected as a component of General and administrative expense in the nine months ended June 30, 2017);

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(iii): expenses associated with our information technology and functional infrastructure transformation following the AEA Acquisition, including activities to optimize information technology systems and functional infrastructure processes for a standalone business ($16.9 million, primarily reflected as a component of General and administrative expense in the Successor Period, $12.1 million, primarily reflected as components of Cost of product sales and services ($3.0 million), Research and development expense ($0.4 million), Sales and marketing expense ($0.3 million) and General and administrative expense ($8.4 million) in fiscal 2015, $9.5 million, primarily reflected as components of Cost of product sales and services ($3.6 million), Sales and marketing expense ($2.5 million), General and administrative expense ($3.1 million) and Research and development expense ($0.3 million) in fiscal 2016, $6.1 million, primarily reflected as components of Cost of product sales and services ($2.9 million), Sales and marketing expense ($1.7 million) and General and administrative expense ($1.5 million) in the nine months ended June 30, 2016 and $4.5 million, primarily reflected as components of Cost of product sales and services ($1.8 million), Sales and marketing expense ($0.7 million) and General and administrative expense ($2.0 million) in the nine months ended June 30, 2017); and
(iv): costs incurred by us in connection with this offering, including consultant costs and public company compliance costs ($0.5 million in fiscal 2016, $0.3 million in the nine months ended June 30, 2016 and $4.4 million in the nine months ended June 30, 2017, all reflected as a component of General and administrative expense).

(b)

Represents adjustments for the effect of the purchase accounting step-up in the value of inventory to fair value recognized in cost of goods sold as a result of the AEA Acquisition and the acquisition of Magneto.

(c)

Represents non-cash stock-based compensation expenses related to option awards. See Note 15 to our audited financial statements included elsewhere in this prospectus for further detail.

(d)

Represents management fees paid to AEA pursuant to the management agreement. Pursuant to the management agreement, AEA provided advisory and consulting services to the Company in connection with the AEA Acquisition, including investment banking, due diligence, financial advisory and valuation services. AEA also provides ongoing advisory and consulting services (similar in nature to the services provided in connection with the AEA Acquisition) to the Company pursuant to the management agreement. In connection with this offering, the management agreement will be terminated. See "Certain Relationships and Related Party Transactions" and Note 18 to our audited financial statements included elsewhere in this prospectus for further detail.

(e)

Represents expenses associated with acquisition and divestiture-related activities and post-acquisition integration costs and accounting, tax, consulting, legal and other fees and expenses associated with (i) the AEA Acquisition ($10.1 million in the Successor Period) and (ii) other acquisition transactions ($5.4 million in fiscal 2016, $3.9 million in the nine months ended June 30, 2016 and $5.7 million in the nine months ended June 30, 2017).

(f)

Represents:

(i): impact of foreign exchange gains and losses ($6.8 million loss in the Successor Period, $19.0 million loss in fiscal 2015, $0.5 million loss in fiscal 2016, $1.4 million loss in the nine months ended June 30, 2016 and $2.1 million gain in the nine months ended June 30, 2017);
(ii): $3.5 million gain on the sale of assets, primarily related to the disposition of our non-core waste management location in Vernon, California in fiscal 2016 (the "Vernon Disposition");
(iii): foreign exchange impact related to headquarter allocations ($0.7 million gain in fiscal 2016, $0.04 million gain in the nine months ended June 30, 2016 and $1.0 million loss in the nine months ended June 30, 2017); and
(iv): expenses related to maintaining non-operational business locations ($7.0 million in the Successor Period, $7.4 million in fiscal 2015, $1.8 million in fiscal 2016 and $1.7 million in the nine months ended June 30, 2017).

(g)

Represents the impact to earnings from the following acquired entities from the beginning of the period presented to the date of the acquisition: (i) Magneto, (ii) Delta UV, (iii) VAF, (iv) ETS, (v) Noble Water Technologies, (vi) ADI Systems and (vii) Olson Irrigation Systems. Such amounts have been based on the individual books and records of the acquired entities. We believe that such amounts represent a reasonable estimate of earnings for the periods preceding the dates of such acquisitions; however, the individual books and records of the acquired entities have not been audited. As a result, there can be no assurances that such results accurately reflect the actual results of the acquired entities for the periods preceding the dates of such acquisitions or that such entities would have achieved the same results if we had acquired them at the beginning of such period. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Acquisitions" for further detail.

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the following risks, together with all of the other information contained in this prospectus, before deciding to invest in our common stock. Our business, financial condition, results of operations or prospects could be materially and adversely affected by any of these risks or uncertainties. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

Risks Relating to Our Business

General global economic and business conditions may materially adversely affect demand for our products, services and solutions.

We compete in various end markets and geographic regions around the world. Among these, the most significant are global industrial markets and municipal markets. In fiscal 2016, 86% and 14% of our revenue was from customers located in the United States and Canada and in other markets, respectively. We have experienced, and expect to continue to experience, fluctuations in revenues and operating results due to economic and business cycles. Important factors for our businesses and the businesses of our customers, both in the United States and abroad, include local and global macroeconomic conditions, the overall strength of and our customers' confidence in the economy, industrial and governmental capital spending, governmental fiscal and trading policies, global environmental and regulatory policies, the strength of the residential and commercial real estate markets, unemployment rates, consumer spending, availability of financing, interest rates, tax rates and changes in tax laws, political conditions and energy and commodity prices. The businesses of many of our industrial customers are, to varying degrees, cyclical, and have experienced periodic downturns. While we attempt to minimize our exposure to economic or market fluctuations by serving a balanced mix of end markets and geographic regions, any of the above factors, individually or in the aggregate, or a significant or sustained downturn in a specific end market or geographic region, could materially reduce demand for our products, services and solutions.

Levels of municipal spending may particularly impact our business, financial condition, results of operations or prospects. Reduced tax revenue in certain regions, or inability to access traditional sources of credit, may limit spending and new development by municipalities or local governmental agencies, which in turn may materially adversely affect the demand for our solutions and reduce our revenue.

Failure to compete successfully in our markets could materially adversely affect our business, financial condition, results of operations or prospects.

We offer our products, services and solutions in highly competitive markets. We believe the principal points of competition in our markets are product performance, reliability and innovation of our solutions, application expertise and process knowledge, brand reputation, energy and water efficiency, product compliance with environmental and regulatory requirements, product lifecycle cost, scalability, timeliness of delivery, proximity of service centers to our customers, effectiveness of our distribution channels and price. Maintaining and improving our competitive position will require successful management of these factors, including continued investment by us in research and development, engineering, marketing, customer service and support and our distribution networks. Our future growth rate depends upon our ability to compete successfully, which is impacted by a number of factors, including our ability to (i) identify emerging technological trends in our target end markets, (ii) develop and maintain a wide range of competitive and appropriately priced products, services and solutions and defend our market share against an ever-expanding number of competitors including many new and non-traditional competitors, (iii) enhance our products by adding innovative and, where applicable, patented features that differentiate our products from those of our competitors and prevent

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commoditization of our products, (iv) develop, manufacture, bring to market and drive commercial acceptance of compelling new products quickly and cost-effectively, (v) ensure that our products, services and solutions remain cost-competitive and (vi) attract, develop and retain individuals with the requisite technical expertise and understanding of customers' needs to develop and sell new technologies and products.

We operate in markets that are characterized by customer demand that is often broad in scope but localized in delivery. We compete with companies that may be better positioned to capitalize on highly localized relationships and knowledge that are difficult for us to replicate. Our potential customers may prefer local suppliers, in some cases because of existing relationships and in other cases because of local legal restrictions or incentives that favor local businesses. Smaller regional suppliers may also have lower cost structures. As a result, efforts to expand or support our service network may not improve our ability to penetrate new local markets or expand our footprint in existing markets.

Further, many of our customers actively monitor and review our company-wide safety record, and apply rigorous safety standards to us and our competitors. Although we take precautions to prevent workplace accidents and mechanical failures, such incidents are difficult to predict and may be outside of our control. If we are unable to meet our customers' stringent workplace safety standards, or if our customers perceive us to have a poor safety record, it could materially impact our ability to retain their business or attract new business.

We may not be successful in maintaining our competitive position for a number of reasons. We may fail to identify optimal vertical or geographic markets, focus our attention in suboptimal vertical or geographic markets or fail to execute an appropriate business model in certain vertical or geographic markets. Our competitors may develop disruptive technologies or products that are superior to our products, develop more efficient or effective methods of providing products and services or adapt more quickly than we do to new technologies or evolving customer requirements. The failure of our technologies or products to gain market acceptance due to more attractive offerings by our competitors could significantly reduce our revenues and materially adversely affect our competitive standing or prospects. Pricing pressures also could cause us to adjust the prices of certain products to stay competitive, which could materially adversely affect our margins and overall financial performance. Failure to continue competing successfully or to win business with our existing customers could materially adversely affect our business, financial condition, results of operations or prospects.

Our future growth is dependent upon our ability to continue to develop or acquire new products, services and solutions and adapt our businesses to meet the demands of our customers, comply with changes to government regulations and achieve market acceptance with acceptable margins.

Our future success depends upon a number of factors, including our ability to adapt our products, services and solutions to fit localities throughout our end markets, particularly in high growth emerging markets, such as China; identify emerging technological and other trends in our target end markets; and develop or acquire competitive products and services and bring them to market quickly and cost-effectively. If we are unable to continue to differentiate our products, services and solutions, or if we are forced to cut prices to remain competitive, our business, financial condition, results of operations or prospects could be materially and adversely affected.

We are also impacted by changing technology, competitively imposed process and safety standards and regulatory requirements, particularly under environmental regulations, each of which influences the demand for our products, services and solutions. Advances in technology and changes in industrial specifications or in legislative, regulatory and environmental requirements, including the availability of intellectual property protections in various jurisdictions, may render certain of our products, services and solutions obsolete.

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In addition, our industrial and municipal customers have made considerable fixed-cost investments in the installation of their water and wastewater treatment products and systems, and our municipal customers are often subject to stringent appropriation requirements and extensive procurement processes. The replacement of our customers' installed products and systems with the new technologies that we develop could entail significant costs to such customers. Further, many of our potential customers engage and rely on engineering firms to recommend and select products and systems for their facilities, and many of our products are sold to OEMs as components of larger systems. Our inability to persuade our customers or other parties to adopt the technologies we develop could have an adverse effect on our business, financial condition, results of operations or prospects.

Our growth strategy includes acquisitions, and we may not be able to identify suitable acquisition targets or otherwise successfully implement our growth strategy.

Acquisitions have historically been a significant part of our growth strategy, and we expect to continue to grow through acquisitions in the future. We expect to continue evaluating potential strategic acquisitions of businesses, assets and product lines. We may not be able to identify suitable candidates, negotiate appropriate or favorable acquisition terms, obtain financing that may be needed to consummate such transactions or complete proposed acquisitions. There is significant competition for acquisition and expansion opportunities in our businesses.

In addition, acquisitions involve numerous risks, including (i) incurring the time and expense associated with identifying and evaluating potential acquisitions and negotiating potential transactions, resulting in management's attention being diverted from the operation of our existing business; (ii) using inaccurate estimates and judgments to evaluate credit, operations, funding, liquidity, business, management and market risks with respect to the target institution or assets; (iii) litigation relating to an acquisition, particularly in the context of a publicly held acquisition target, that could require us to incur significant expenses, result in management's attention being diverted from the operation of our existing business or delay or enjoin the transaction; (iv) failing to properly identify an acquisition candidate's liabilities, potential liabilities or risks; and (v) not receiving required regulatory approvals or such approvals being delayed or restrictively conditional. In addition, in connection with any acquisitions, we must comply with various antitrust requirements. It is possible that perceived or actual violations of these requirements could give rise to regulatory enforcement action or result in us not receiving the necessary approvals to complete a desired acquisition.

We routinely evaluate potential acquisition candidates and engage in discussions and negotiations regarding potential acquisitions; however, even if we execute a definitive agreement for an acquisition, there can be no assurance that we will consummate the transaction within the anticipated closing timeframe, or at all. Further, acquisitions typically involve the payment of a premium over book- and market-values and, therefore, some dilution of our tangible book value and earnings per common share may occur in connection with any future transaction.

We may have difficulty in operating or integrating any acquired businesses, assets or product lines profitably or in otherwise successfully implementing our growth strategy.

The anticipated benefits from any potential acquisitions may not be achieved unless the operations of the acquired business assets or product lines are successfully integrated in an efficient, effective and timely manner. The integration of our acquisitions will require substantial attention from management and operating personnel to ensure that the acquisition does not disrupt any existing operations, or affect our customers' opinions and perceptions of our services, products or customer support.

In addition, the integration of any acquisition includes numerous risks, including an acquired business not performing to our expectations, our not integrating it appropriately, failure to realize anticipated synergies and cost savings and difficulties, inefficiencies or cost overruns in integrating and

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assimilating the organizational cultures, operations, technologies, data, services and products of the acquired business with ours.

The process of integrating acquired businesses, assets and product lines could cause the interruption of, or delays in, the operation of our existing business, which could have a material adverse effect on our business, financial condition, results of operations or prospects. Acquisitions also place a burden on our information, financial and operating systems and our employees and management. Our ability to manage our growth effectively and integrate the operations of acquired businesses, assets or product lines, will require us to continue to attract, train, motivate, manage and retain key employees and to expand our information technology, operational and financial systems. If we are unable to manage our growth effectively, we may spend time and resources on such acquisitions that do not ultimately increase our profitability or that cause loss of, or harm to, relationships with employees and customers.

Delays in enactment or repeals of environmental laws and regulations may make our products, services and solutions less economically beneficial to our customers, thereby affecting demand for our products, services and solutions.

Our products, services and solutions assist various industries and municipalities in meeting stringent environmental and safety requirements enacted for the purpose of making water cleaner and safer. Our future growth is dependent on the impact and timing of potential new water laws and regulations, as well as potential changes to existing laws and regulations, including the potential impact of environmental policies of the new Presidential administration installed in the United States in January of 2017. If stricter laws or regulations are delayed or are not enacted, or repealed or amended to be less strict, or enacted with prolonged phase-in periods, or not enforced, demand for our products and services may be reduced. For example, in response to Presidential Executive Order 13777, calling on each federal agency to establish a regulatory reform task force and evaluate existing rules and recommend repeal, replacement or modification to reduce regulatory burdens, the U.S. EPA established a task force and initiated reviews in several program areas. The U.S. EPA's Office of Water conducted such a review, soliciting public comments in the spring of 2017, including hosting a public listening session, seeking proposals for Office of Water rules that could be repealed, replaced or modified to make them less burdensome. We are currently unable to predict whether changes to statutes and rules which occur will affect demand for our products and services. To the extent that such changes have a negative impact on us, including as a result of related uncertainty, these changes may materially and adversely impact our business, financial condition, results of operations or prospects.

If we become subject to claims relating to handling, storage, release or disposal of hazardous materials, we could incur significant cost and time to comply.

Our business activities, including our manufacturing processes and waste recycling and treatment processes, currently involve the use, treatment, storage, transfer, handling and/or disposal of hazardous materials, chemicals and wastes. These activities create a risk of significant environmental liabilities and reputational damage. Under applicable environmental laws and regulations, we could be strictly, jointly and severally liable for releases of regulated substances by us at our current or former properties or the properties of others or by other businesses that previously owned or used our current or former properties, including if such releases result in contamination of air, water or soil, or cause harm to individuals. We could also be liable or incur reputational damage if we merely generate hazardous materials or wastes, or arrange for their transportation, disposal or treatment, or we transport such materials, and they are subsequently released or cause harm, or if some other entity conducted such activities and by virtue of an acquisition, under applicable law we are a successor to that entity.

Our business activities also create a risk of contamination or injury to our employees, customers or third parties, from the use, treatment, storage, transfer, handling and/or disposal of these materials, and

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these activities could result in accidental contamination or injury to the general public, as end-users of our industrial and municipal customers' products and services.

In the event that our business activities result in environmental liabilities, such as those described above, we could incur significant costs or reputational damage in connection with the investigation and remediation of environmental contamination, and we could be liable for any resulting damages including natural resource damages. Such liabilities could exceed our available cash or any applicable insurance coverage we may have. Additionally, we are subject to, on an ongoing basis, federal, state and local laws and regulations governing the use, storage, handling and disposal of these materials and specified waste products. The cost of compliance with these laws and regulations may become significant and could have a material adverse effect on our business, financial condition, results of operations or prospects.

Further, we may incur costs to defend our position even if we are not liable for consequences arising out of a release of or exposure to a hazardous substance or waste, or other environmental damage. Our insurance policies may not be sufficient to cover the costs of such claims.

Failure to retain our existing senior management, skilled technical, engineering, sales and other key personnel or the inability to attract and retain new qualified personnel could materially adversely impact our ability to operate or grow our business.

Our success depends to a significant extent on our ability to retain or attract a significant number of employees in senior management, skilled technical, engineering, sales and other key personnel. Since the AEA Acquisition, we have focused on creating a high performance culture, in which our employees are highly enabled, empowered and accountable. Our inability to continue to develop and maintain our culture by empowering our senior management, other leaders and employees and promoting an entrepreneurial spirit, could result in our loss of key leaders and employees and have a material adverse effect on our business, financial condition, results of operations or prospects.

Effective succession planning is also important to our long-term success, as a failure to ensure effective transfer of knowledge and smooth transitions involving key employees could hinder our strategic planning and execution. We have implemented a voluntary separation program intended to mitigate the risks associated with knowledge transfer, but we cannot guarantee that it will be effective or cost-efficient.

We will need to continue to develop a roster of qualified talent to support business growth. Without a sufficient number of skilled employees, our operations and manufacturing quality could suffer. Our experienced sales team has also developed a number of meaningful customer relationships that would be difficult to replace. Therefore, competition for qualified technical personnel and for sales personnel with established customer relationships is intense, both in retaining our existing employees and in replacing or finding additional suitable employees. There can be no assurance that the labor pool from which we hire our personnel will increase or remain stable, and any failure to retain our existing technical and sales personnel and other employees or to attract additional skilled personnel could have a material adverse effect our business, financial condition, results of operations or prospects.

Product defects and unanticipated or improper use of our products could adversely affect our business, reputation and financial statements.

Manufacturing or design defects in (including in products or components that we source from third parties), unanticipated or improper use of, or inadequate disclosure of risks relating to the use of our products, services and solutions by our customers or third parties could create product safety, regulatory or other risks, including personal injury, death or property damage. These events could lead to recalls or safety alerts relating to our products, result in the removal of a product from the market and result in product liability claims being brought against us. Recalls, removals and product liability

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claims can result in significant costs, as well as negative publicity and damage to our reputation that could reduce demand for our products and have a material adverse effect on our business, financial condition, results of operations or prospects.

Further, it is generally our responsibility to service the equipment we provide our customers throughout the duration of our contract with such customers, and our customers may be required to maintain insurance covering loss, damage or injury caused by our equipment. However, we are not able to monitor our customers' use or maintenance of their water systems or their compliance with our contracts or usage instructions. Customers' failure to properly use, maintain or safeguard their equipment or customers' noncompliance with insurance requirements may reflect poorly on us as the provider of such equipment and, as a result, damage our reputation.

We may incur liabilities to customers as a result of warranty claims or failure to meet performance guarantees, which could reduce our profitability.

Our customers typically require product warranties as to the proper operation and conformance to specifications of the products we manufacture or install and performance guarantees as to any effluent produced by our equipment and services. Failure of our products to operate properly or to meet specifications of our customers or our failure to meet our performance guarantees may increase costs by requiring additional engineering resources and services, replacement of parts and equipment and frequent replacement of consumables or monetary reimbursement to a customer or could otherwise result in liability to our customers. We have in the past received warranty claims, and we expect to continue to receive them in the future. There are significant uncertainties and judgments involved in estimating warranty and performance guarantee obligations, including changing product designs, differences in customer installation processes and failure to identify or disclaim certain variables in a customer's influent. To the extent that we incur substantial warranty or performance guarantee claims in any period, our reputation, earnings and ability to obtain future business could be materially adversely affected.

We may be unable to bid on or enter into significant long-term agreements if we are not able to obtain letters of credit, bank guarantees or surety bonds, and our liquidity may be adversely affected by bonding requirements.

A portion of our business, including our water treatment projects and solutions, requires us to provide letters of credit, bank guarantees or surety bonds in support of our commitments and as part of the terms and conditions on water treatment projects. In addition, we are required to provide letters of credit or surety bonds to the department of environmental protection or equivalent in some states in order to maintain our licenses to handle hazardous waste at certain of our regeneration facilities. We have in the past been, and may in the future be, required to provide bid bonds or performance bonds to secure our performance under these construction-type customer arrangements or, in some cases, as a pre-requisite to submit a bid on a potential project.

Current or future market conditions, as well as changes in surety companies' assessment of our operating and financial risk, could cause our surety providers and lenders to decline to issue or renew, or substantially reduce the amount of, bid or performance bonds for our work, and could increase our costs associated with collateral. These actions could be taken on short notice. Our inability to obtain adequate bonding or letters of credit to meet bid requirements or enter into significant long-term agreements could have a material adverse effect on our business, financial condition, results of operations or prospects.

Further, surety companies may require that we collateralize a percentage of the bond with cash or another form of credit enhancement. Some of our customers also require collateral guarantees in the form of letters of credit to secure performance or to fund possible damages as the result of an event of

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default under our contracts with them. If we enter into significant long-term agreements that require the issuance of letters of credit, our liquidity could be negatively impacted.

Our inability to meet our customers' safety standards or adverse publicity affecting our reputation as a result of incidents such as workplace accidents, mechanical failures, spills, uncontrolled discharges, damage to customer or third-party property or the transmission of contaminants or diseases could have a material adverse effect on our sales and profitability.

Maintaining a strong and reliable reputation for safety is critical to our business. Many of our customers actively monitor and review our company-wide safety record. Further, reports and media coverage of incidents, such as those involving workplace accidents, mechanical failures, spills, uncontrolled discharges, damage to customer or third-party property, the transmission of contaminants or diseases and other adverse events can result in negative publicity, and considerable expansion in the use of social media over recent years has increased the ways in which our reputation can be impacted, and the speed with which such an impact can occur. Such incidents, or reports thereof, could lead to a negative perception among our customers, prospective customers and the general public regarding the safety or quality of our products, services and solutions, and anything that damages our reputation or our customers' perception of our safety record, whether or not justified, could have a materially adverse impact on demand for our products and services, result in additional costs to our business or the loss of customers, result in litigation against us or increase government or regulatory oversight over us.

Our products and facilities are subject to risks involving workplace accidents, mechanical failures spills, uncontrolled discharges and damage to customer or third-party property, including, among other things, personal injury or death caused by our products or occurring in our facilities, the destruction of customer or third-party property during the execution of a service arrangement or due to the malfunction of our products, delays in or suspension of service or the failure to timely deliver our products. A workplace accident, mechanical failure, spill, uncontrolled discharge or any problem involving any one or more of our products or facilities, or any perceived insufficiency in our response to any such deficiency or problem, could materially adversely affect our reputation. Many of our customers actively monitor and review our company-wide safety record, and apply rigorous safety standards to us and our competitors. Although we take precautions to prevent workplace accidents and mechanical failures, such incidents are difficult to predict and may be outside of our control. If we are unable to meet our customers' stringent workplace safety standards or, if our customers perceive us to have a poor safety record, it could materially impact our ability to retain their business or attract new business.

Water may be subject to contaminants, including hazardous chemicals, or pathogens that cause a number of illnesses, including cholera, typhoid fever, giardiasis, cryptosporidiosis, amoebiasis and free living amoebic infections. Such contaminants or pathogens may be found in the environment, and, as a result, there is a risk that they could become present in water treated using our systems or products. Illness and death may result if such contaminants or pathogens are not eliminated during the treatment process. In particular, such contamination could result from failing to properly treat reusable products before they are distributed to our customers, or from actions taken by our customers or other third parties using our products, which could result in material liability. Further, any pandemic or other public health crisis, including those involving non-waterborne illnesses, might adversely impact our business by diminishing the public trust in water and wastewater treatment facilities or by causing customers to seek sources of water other than those processed using our systems or products. The potential impact of a contamination of water treated using our products, services or solutions is difficult to predict and could lead to an increased risk of exposure to product liability claims, increased scrutiny by federal and state regulatory agencies and negative publicity. Further, an outbreak of disease in any one of the municipal markets we serve could result in a widespread loss of customers across other such markets.

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Our operations are subject to various hazards that may cause personal injury or property damage and increase our operating costs, and which may exceed the coverage of our insurance or for which we are not insured.

There are inherent risks to our operations. We are exposed to risks posed by severe weather and other natural disasters, such as hurricanes and earthquakes. In addition to natural risks, hazards (such as fire, explosion, collapse or machinery failure) are inherent risks in our operations which may occur as a result of inadequate internal processes, technological flaws, human error or certain events beyond our control. We further utilize approximately 650 vehicles in connection with our offsite services and distribution operations and, from time to time, these drivers are involved in accidents which may cause injuries, spills or uncontrolled discharges and in which goods carried by these drivers may be lost or damaged. The hazards described above can cause significant personal injury or loss of life, severe damage to or destruction of property, plants and equipment, including customer or third-party property, contamination of, or damage to, the environment and suspension of operations. The occurrence of any of these events may result in our being subject to investigation, required to perform remediation or named as a defendant in lawsuits asserting claims for substantial damages, environmental cleanup costs, personal injury, natural resource damages and fines or penalties. As a result, we may from time to time become exposed to significant liabilities for which we may not have adequate insurance coverage. We may also become exposed to certain claims that are excluded from our insurance coverage, such as claims of fraud or for punitive damages. Although we have liability insurance, we cannot be certain that this insurance coverage will continue to be available to us at a reasonable cost or will be adequate to cover any product liability claims. In addition, such events may affect the availability of personnel, proper functioning of our information technology infrastructure and availability of third parties on whom we rely, any of which consequences could have a material adverse effect on our business, financial condition, results of operations or prospects.

Significant or prolonged disruptions in the supply of goods or services from third parties could materially adversely affect our business, financial condition, results of operations or prospects.

We are dependent on a continuing flow of goods and services from suppliers to provide our products, services and solutions to our customers. A disruption or prolonged delays in obtaining supplies or services, including, for example, chemicals, electricity or other materials, could materially adversely affect our ability to provide our products, services and solutions to our customers, and our ability to operate in compliance with all regulatory requirements, which could have a material adverse effect on our business, financial condition, results of operations or prospects. In certain circumstances, we rely on third parties to provide certain important services and a disruption in these services could materially adversely affect our business, financial condition, results of operations or prospects. Some possible reasons for a delay or disruption in the supply of important goods and services include:

•: our suppliers may not provide materials that meet our specifications in sufficient quantities;
•: our suppliers may face production delays due to natural disasters, strikes, lock-outs or other such events;
•: one or more suppliers could make strategic changes in the lines of products and services they offer; and
•: some of our suppliers, such as small companies, may be more likely to experience financial and operational difficulties than larger, well-established companies, because of their limited financial and other resources.

As a result of any of these, or other, factors, we may be required to find alternative suppliers for the materials and services on which we rely. Accordingly, we may experience delays in obtaining appropriate materials and services on a timely basis and in sufficient quantities from such alternative

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suppliers at a reasonable price, which could interrupt services to our customers and materially adversely affect our business, financial condition, results of operations or prospects.

The loss of, or disruption in, our ability to efficiently operate our distribution network could have a material adverse impact on our business.

We rely on the orderly operation of our receiving and distribution process, which depends on our distribution system, adherence to shipping schedules and effective management of our distribution network. If complications arise with our distribution system or if our shipping or storage facilities (or a significant portion of inventory located there) is severely damaged or destroyed, our ability to receive and deliver our products on a timely basis will be significantly impaired. There can be no assurance that disruptions in operations due to natural or man-made disasters, fire, flooding, terrorism or other catastrophic events, system failure, labor disagreements or shipping problems will not result in delays in the delivery of our products to our customers. Such delays could materially adversely impact our business, financial condition, results of operations or prospects. In addition, we could incur significantly higher costs and longer lead times associated with distributing our products to our customers during the time it takes for us to reopen or replace our facilities. Moreover, our business interruption insurance may not be adequate to cover or compensate us for any losses that may occur.

We rely upon various means of transportation through third parties, including shipments by air, sea, rail and truck, to deliver products to our facilities from vendors and from our facilities to our customers, as well as for direct shipments from vendors to customers. Labor shortages or capacity constraints in the transportation industry, disruptions to the national and international transportation infrastructure, fuel shortages or transportation cost increases (such as increases in fuel costs or port fees) could materially adversely affect our business and operating results.

We rely, in part, on third-party sales representatives to assist in selling our products, services and solutions and the failure of these representatives to perform as expected could reduce our future sales.

Sales of our products, services and solutions to some of our customers, including to OEMs, are accomplished, in part, through the efforts of third-party sales representatives. We are unable to predict the extent to which these third-party sales representatives will be successful in marketing and selling our products. Moreover, many of these third-party sales representatives also market and sell competing products and may more aggressively pursue sales of our competitors' products. Our third-party sales representatives may terminate their relationships with us at any time on short or no notice. Our future performance may also depend, in part, on our ability to attract, incentivize and retain additional third-party sales representatives that will be able to market and support our products effectively, especially in markets in which we have not previously sold our products. If we cannot retain our current third-party sales representatives or recruit additional or replacement third-party sales representatives or if these sales representatives are not effective, it could have a material adverse effect on our business, financial condition, results of operations or prospects.

Our products, services and solutions, or our participation in large-scale projects, could expose us to litigation, regulatory or enforcement actions and reputational risk.

We are subject to various laws, ordinances, regulations and other requirements of government authorities in foreign countries and in the United States, any violation of which could potentially create substantial liability for us. Changes in laws, ordinances, regulations or other government policies, the nature, timing and effect of which are uncertain, may significantly increase our expenses and liabilities.

From time to time, we are involved in lawsuits that arise from our business. Litigation may, for example, relate to product liability claims, personal injury, property damage, accidents, regulatory issues, contract disputes or employment matters. We may face claims that are broader than the scope

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of our involvement on a project, including claims that seek to impose liability on us for an entire solution or system for which we provided only limited components.

The occurrence of any of these matters could also create possible damage to our reputation. The defense and ultimate outcome of lawsuits against us may result in higher operating expenses. Higher operating expenses or reputational damage could have a material adverse effect on our business, financial condition, results of operations or prospects.

It is not possible to predict with certainty the outcome of claims, investigations and lawsuits, and we could in the future incur judgments, fines or penalties or enter into settlements of lawsuits and claims that could have a material adverse effect on our business, financial condition, results of operations or prospects in any particular period. Additionally, we may be required to change or cease operations at one or more facilities if a regulatory agency determines that we have failed to comply with laws, regulations or orders applicable to our business.

A number of factors may prevent or delay our building new plants, expanding our existing plants or installing equipment at our customers' facilities, including our dependence on third-party suppliers and construction companies.

A number of factors may prevent or delay construction, expansion or use of our facilities or installation of our equipment at our customers' facilities, including our dependence on third-party suppliers of equipment and materials, our dependence on third-party construction companies and the timing of equipment purchases.

Further, we enter into contracts for customers regarding long-term engineering, procurement and construction projects. If a construction company we have commissioned to build a new project defaults or fails to fulfill its contractual obligations, we could face significant delays and cost overruns. Any construction delays could have a material adverse impact on us.

The timing of equipment purchases can pose financial risks to us. We attempt to make purchases of equipment and/or material as needed. However, from time to time, there may be excess demand for certain types of equipment with substantial delays between the time we place orders and receive delivery. In those instances, to avoid construction delays, service disruptions or liquidated damages associated with the inability to own and place such equipment or materials into service when needed, we may place orders well in advance of deployment or when actual damage to the equipment or materials occurs. Thus, there is a risk that at the time of delivery of such equipment or materials, there may not yet be a need to use them; however, we are still required to accept delivery and make payment. In addition, due to the customization of some of our equipment or materials, there may be a limited market for resale of such equipment or material. This can result in our incurrence of material equipment and/or material costs, with no use for or ability to resell such equipment.

Our financial results may fluctuate from period to period and can be difficult to predict.

Our financial results may be impacted by large projects, the timing of which can change based upon customer requirements due to a number of factors affecting the project, such as funding, readiness of the project and regulatory approvals. Further, the cancellation of any such large projects may have a material adverse effect on our business, financial condition, results of operations or prospects. In addition, of our contracts for large capital water treatment projects, systems and solutions for municipal and industrial applications are generally fixed-price contracts with milestone billings. Additionally, competitive-bid processes impose significant uncertainty with respect to our prospects for success, and our failure to properly predict our win rate could reduce our margins. Accordingly, our financial results for any given period may fluctuate and can be difficult to predict.

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Further, our capital expenditures for any given fiscal year may exceed our initial forecasts and may vary substantially if we are required to undertake certain actions to comply with new regulatory requirements or compete with new technologies. We may not have the capital to undertake the capital investments. If we are unable to do so, we may not be able to effectively compete.

Seasonality of sales and weather conditions may adversely affect, or cause volatility in, our financial results.

We experience seasonal demand in a number of our markets, as demand for infrastructure and municipal products and projects follows warm weather trends. Seasonal effects may vary from year to year and are impacted by weather patterns, particularly by temperatures, heavy flooding and droughts.

Additionally, our operating results and financial condition could be materially and adversely affected by severe weather, natural disasters, environmental factors, terrorist or other deliberate attacks or hazards (such as fire, explosion or mechanical failure) resulting from inadequate internal processes, technical flaws, human error or other circumstances. Repercussions of these catastrophic events may include:

•: shutting down or curtailing the operation of affected plants and facilities for limited or extended periods;
•: the need to obtain necessary equipment or supplies, including electricity, which may not be available to us in a timely manner or at a reasonable cost;
•: evacuation of or injury to personnel;
•: damage or catastrophic loss to our equipment, facilities and project work sites, resulting in suspension of operations or delays in building or maintaining our plants;
•: loss of productivity;
•: interruption to any projects that we may have in process; and
•: harm to our brand and reputation.

Government customers involve unique policy-, contract- and performance-related risks, and we may face challenges to our government contracts or our eligibility to serve government customers, any of which could materially adversely impact our business, financial condition, results of operations or prospects.

We derive, and expect to continue to derive in the future, a substantial portion of our revenues from government customers. Sales to governments and related entities present risks in addition to those involved in sales to industrial and other customers, including policy-related risks such as potential disruption due to appropriation and spending patterns, delays in the adoption of new technologies due to political, fiscal or bureaucratic processes, delays in approving budgets and the government's right to cancel contracts and purchase orders for its convenience. General political and economic conditions, which we cannot accurately predict, also directly and indirectly affect policies relating to the quantity and allocation of expenditures by government customers. In addition, government contracts may involve long purchase and payment cycles, competitive bidding requirements, qualification requirements, delays or changes in agreed-to funding, budgetary constraints, political agendas, extensive specification development and price negotiations, milestone requirements and the potential unenforceability of limitations on liability or other contractual provisions, any of which may create price pressure and reduce our margins. Because our water treatment projects and solutions for municipal customers often include fixed-price contracts with milestone billings and liquidated damages for our delay, our performance under such contracts involves risks such as not receiving payments, not receiving payments in a timely manner or incurring significant damages if certain milestones are not met or not met on schedule. As a result, we could experience a material adverse effect on our business, financial condition, results of operations or prospects.

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Each government entity also maintains its own rules and regulations with which we must comply and which can vary significantly among customers. We face risks associated with the failure to comply with such rules and regulations. These risks include bid protests, in which our competitors could challenge the contracts we have obtained, or suspension, debarment or similar ineligibility from serving government customers. Challenges to our current or future government contracts or to our eligibility to serve government customers could result in a loss of government sales and have a material adverse effect on our business, financial condition, results of operations or prospects.

Our contracts with federal, state and local governments may be terminated or adversely modified prior to completion, which could adversely affect our business.

Government contracts generally contain provisions, and are subject to laws and regulations, that give the government rights and remedies not typically found in commercial contracts, including provisions permitting the government to:

•: terminate our existing contracts;
•: reduce potential future revenues from our existing contracts;
•: modify some of the terms and conditions in our existing contracts;
•: suspend or permanently prohibit us from doing business with the government or with any specific government agency;
•: impose fines and penalties;
•: subject us to criminal prosecution or debarment;
•: subject the award of some contracts to protest or challenge by competitors, which may require the contracting agency or department to suspend our performance pending the outcome of the protest or challenge and which may also require the government to solicit new bids for the contract or result in the termination, reduction or modification of the awarded contract;
•: suspend work under existing multiple year contracts and related task orders if the necessary funds are not appropriated by U.S. Congress or state or local legislatures;
•: decline to exercise an option to extend an existing multiple year contract; and
•: claim rights in technologies and systems invented, developed or produced by us.

The government may terminate a contract with us either for convenience (for instance, due to a change in its perceived needs or its desire to consolidate work under another contract) or if we default by failing to perform under the contract. Upon a termination for convenience, we are generally able to recover the purchase price for delivered items and reimbursement of allowable work-in-process costs. If the government terminates a contract with us based upon our default, we generally would be denied any recovery for undelivered work, and instead may be liable for excess costs incurred by the government in procuring undelivered items from an alternative source and other damages as authorized by law. We may in the future receive show-cause or cure notices under contracts that, if not addressed to the government's satisfaction, could give the government the right to terminate those contracts for default or to cease procuring our services under those contracts.

The cost of complying with complex governmental regulations applicable to our business, sanctions resulting from non-compliance or reduced demand resulting from certain changes in regulations could increase our operating costs and reduce our profit.

Our operations are subject to various licensing, permitting, approval and reporting requirements imposed by federal, state, local and foreign laws. Our operations are subject to inspection and

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regulation by various governmental agencies, including the U.S. EPA, the Occupational Safety and Health Administration and equivalent state and local agencies, as well as their counterparts in various states and foreign countries. A major risk inherent in our operations is the need to obtain and renew permits from federal, state and local authorities. Delays in obtaining permits, the failure to obtain a permit or a renewal permit for a project, challenges to our permits by local communities, citizen groups, landowners or others opposed to their issuance or the issuance of a permit with unreasonable conditions or costs could limit our ability to effectively provide our services. We are also required to secure and maintain licenses required by several states which can take a significant amount of time and result in our inability or delays in our ability to bid on and execute certain projects. If we fail to secure or maintain any such licenses or if states place burdensome restrictions or limitations on our ability to obtain or maintain such licenses, we may not be able to operate in such states and our business, financial condition, results of operations or prospects may be materially adversely affected as a result.

Our business may be further impacted by changes in federal, state and local requirements that set forth air and wastewater discharge parameters, constrain water availability and set quality and treatment standards. Our failure or inability to comply with the stringent standards set forth by regulating entities or to provide cost-effective and compliant design and construction solutions could result in fines or other penalties, and could have a material adverse effect on our business, financial condition, results of operations or prospects.

Foreign, federal, state and local environmental, health and safety laws and regulations impose substantial compliance requirements on our operations. Our operating costs could be significantly increased in order to comply with new or stricter regulatory standards imposed by foreign, federal and state environmental agencies.

Our operations, products and services are governed by various foreign, federal, state and local environmental protection and health and safety laws and regulations, including, without limitation, the federal Safe Drinking Water Act, the Clean Water Act, the Clean Air Act, the Resource Conservation and Recovery Act, the Occupational Safety and Health Act, the Toxic Substances Control Act and the Federal Insecticide, Fungicide, and Rodenticide Act in the United States, the Registration, Evaluation and Authorization of Chemicals, or REACH, directive in Europe, and similar foreign, federal, state and local laws and regulations and permits issued under these laws by the foreign, federal, state and local environmental and health and safety regulatory agencies. These laws and regulations establish, among other things, criteria and standards for drinking water and for discharges into the waters of the United States and its states, for the proper management of hazardous and non-hazardous solid waste and for protection of public and worker health and safety. Pursuant to these laws, we are required to obtain various environmental permits from environmental regulatory agencies for our operations. We cannot assure you that our operations, products or services will be at all times in total compliance with these laws, regulations and permits or that we will be able to obtain or renew all required permits. If we violate or fail to comply with these laws, regulations or permits, we could be fined or otherwise sanctioned by regulators and be subject to lawsuits, civil or criminal, seeking enforcement and/or injunctive relief. We may also be subject to civil claims by citizens groups seeking to enforce environmental laws. In the event of an accident or if we otherwise fail to comply with applicable regulations, we could lose our permits or approvals and/or be held liable for damages and monetary penalties.

Environmental laws and regulations are complex and change frequently. These laws, and the enforcement thereof, have tended to become more stringent over time. It is possible that new standards could be imposed, either stricter or more lenient, that could result in the obsolescence of our products or lead to an interruption or suspension of our operations and have a material adverse effect on the productivity and profitability of a particular manufacturing facility, service or product or on us as a whole.

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Wastewater operations entail significant risks that may impose significant costs.

Wastewater treatment involves various unique risks. If our treatment systems fail or do not operate properly, or if there is a spill, untreated or partially treated wastewater could discharge onto property or into nearby streams and rivers, causing various damages and injuries, including environmental damage. These risks are most acute during periods of substantial rainfall or flooding, which are the main causes of sewer overflow and system failure. Liabilities resulting from such damages and injuries could materially adversely affect our business, financial condition, results of operations or prospects.

These risks could be increased by the potential physical impacts of climate change on our operations. The physical impacts of climate change are highly uncertain and would vary depending on geographical location, but could include changing temperatures, water shortages, changes in weather and rainfall patterns and changing storm patterns and intensities. Many climate change predictions, if true, present several potential challenges to water and wastewater service providers, such as increased precipitation and flooding, potential degradation of water quality and changes in demand for water services.

Failure to comply with applicable anti-corruption and trade laws, regulations and policies, including the U.S. Foreign Corrupt Practices Act, could result in fines and criminal penalties, causing a material adverse effect on our business, financial condition, results of operations or prospects.

Due to our global operations, we are subject to regulation under a wide variety of U.S. federal and state and non-U.S. laws, regulations and policies related to anti-corruption and trade, including those related to export and import compliance, anti-trust and money laundering. The U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act of 2010 and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials or other persons for the purpose of obtaining or retaining business. The International Traffic in Arms Regulations generally require export licenses from the U.S. Department of State for goods, technical data and services sent outside the United States that have military or strategic applications. The Export Administration Regulations regulate the export of certain "dual use" goods, software and technologies, and in some cases requires export licenses from the U.S. Department of Commerce. Office of Foreign Asset Control regulations implement various sanctions programs that include prohibitions of restrictions on dealings with certain sanctioned countries, governments, entities and individuals. Our policies mandate compliance with these anti-bribery and trade laws, regulations and policies, and we have established policies and procedures designed to assist us and our personnel in compliance with applicable United States and international laws and regulations. However, we operate in parts of the world that are recognized as having governmental and commercial corruption and in certain circumstances, strict compliance with anti-bribery and trade laws, regulations and policies may conflict with local customs and practices. We cannot assure you that our internal control policies and procedures will always protect us from improper conduct of our employees or business partners. In the event that we believe or have reason to believe that our employees or agents have or may have violated applicable laws, including anti-corruption and trade laws, regulations and policies, we may be required to investigate or engage outside counsel to investigate the relevant facts and circumstances, which can be expensive and require significant time and attention from senior management. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties, imprisonment, disgorgement of profits, debarment from government contracts and curtailment of operations in certain jurisdictions, and might materially adversely affect our business, financial condition, results of operations or prospects. In addition, actual or alleged violations could damage our reputation and diminish our ability to do business. Furthermore, detecting, investigating and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management.

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Our business, results of operations and financial condition may be materially adversely affected by risks associated with international sales and operations.

Our international sales and operations are subject, in varying degrees, to risks inherent to doing business outside the United States. These risks include the following:

•: changes in trade protection measures, including tariff and trade barriers and import and export licensing requirements;
•: potential negative consequences from changes to taxation policies;
•: unanticipated changes in other laws, governmental policies and regulations, or in how such provisions are interpreted or administered;
•: risks associated with the withdrawal of the United Kingdom from the European Union, commonly known as "Brexit," including volatility in worldwide and European financial markets, potential restrictions on the free movement of goods and labor between the United Kingdom and the European Union and other impediments to our ability to transact within and between each of the United Kingdom and the European Union;
•: potential disruptions in our global supply chain;
•: possibility of unfavorable circumstances arising from host country laws or regulations;
•: restrictions on, or taxation of, dividends on repatriation of earnings under applicable local law, monetary transfer restrictions and foreign currency exchange regulations in the jurisdictions in which our subsidiaries operate;
•: currency exchange rate fluctuations and restrictions on currency repatriation;
•: labor disturbances;
•: safety and security considerations;
•: increased costs and risks of developing and managing global operations, including our potential failure to implement global best practices, experiences of employee dissatisfaction and the improper allocation of resources, as a result of distance as well as language and cultural differences; and
•: political instability insurrection, armed conflict, terrorism or war.

In addition to the general risks that we face outside the United States, our operations in emerging markets could involve additional uncertainties for us, including risks that governments may impose limitations on our ability to repatriate funds; governments may impose withholding or other taxes on remittances and other payments to us, or the amount of any such taxes may increase; an outbreak or escalation of any insurrection or armed conflict may occur; governments may seek to nationalize our assets; or governments may impose or increase investment barriers or other restrictions affecting our business. The emerging markets in which we are active, including China, pose other uncertainties, including the difficulty of enforcing agreements, collecting receivables, protecting of our intellectual property and other assets and pricing of our products appropriately, as well as higher business conduct risks, less qualified talent and risks of political instability. We cannot predict the impact such events might have on our business, financial condition, results of operations or prospects.

Our operations in China expose us to risks inherent in doing business there.

We currently have operations and source and manufacture certain of our materials and products for global distribution from third-party suppliers and manufacturers in China. The political, legal and economic climate in China, both nationally and regionally, is fluid and unpredictable, and operating in

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China exposes us to political, legal and economic risks. Our ability to operate in China may be adversely affected by changes in U.S. and Chinese laws and regulations such as those related to, among other things, taxation, import and export tariffs, environmental regulations, land use rights, intellectual property, currency controls, network security, employee benefits and other matters, and we may not obtain or retain the requisite legal permits to continue to operate in China or we may become subject to costs or operational limitations imposed in connection with obtaining and complying with such permits. In addition, Chinese trade regulations are in a state of flux, and we may become subject to other forms of taxation, tariffs and duties in China. We may experience difficulty in establishing management, legal and financial controls, collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices that meet U.S. and international standards. We may also experience difficulty in managing relations with our employees, distributors, suppliers or customers, with whom disagreements or conflicts of interest could materially adversely affect our operations or our ability to source and manufacture certain of our materials and products in China. Further, the third parties we rely on in China may disclose our confidential information or intellectual property to competitors or third parties, which could result in the illegal distribution and sale of counterfeit versions of our products. Any of these factors could have a material adverse effect on our business, financial condition, results of operations or prospects.

Additionally, the rapid development of the Chinese economy has led to increased labor costs, and the cost of labor in China may continue to increase in the future. Our results of operations will be materially and adversely affected if our labor costs, or the labor costs of our suppliers and manufacturers, increase significantly. We and our manufacturers and suppliers may be unable to find a sufficient number of qualified workers due to the intensely competitive and fluid market for skilled labor in China. Furthermore, pursuant to Chinese labor laws, employers in China are subject to various requirements when signing labor contracts, paying remuneration, determining the term of employees' probation and unilaterally terminating labor contracts. These labor laws and related regulations impose liabilities on employers and may significantly increase the costs of workforce reductions. If we decide to change or reduce our workforce, these labor laws could limit or restrict our ability to make such changes in a timely, favorable and effective manner. Any of these events could have a material adverse effect our business, financial condition, results of operations or prospects.

If we do not or cannot adequately protect our intellectual property, if third parties infringe our intellectual property rights, or if third parties claim that we are infringing or misappropriating their intellectual property rights, we may suffer competitive injury, expend significant resources enforcing our rights or defending against such claims, or be prevented from selling products or services.

We own numerous patents, trademarks, service marks, copyrights, trade secrets and other intellectual property and licenses to intellectual property owned by others, which in aggregate are important to our business. The intellectual property rights that we obtain, however, may not provide our products and services with a significant competitive advantage because our rights may not be sufficiently broad or may be challenged, invalidated, or subject to government march-in or sovereign rights or compulsory licensing, sunshine laws, or be subject to freedom of information requests, or court-ordered public disclosure, or be subject to open-source software licensing, or be circumvented, independently developed or designed-around, misappropriated, disparaged, diluted, or stolen, particularly in countries where intellectual property rights laws are not highly developed, protected or enforced. Our failure to obtain or maintain intellectual property rights that convey competitive advantage, adequately protect our intellectual property or detect or prevent circumvention or unauthorized use of such property and the cost of enforcing our intellectual property rights could materially adversely impact our business, financial condition, results of operations or prospects.

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From time to time, we, or on occasion our suppliers, contractors or indemnified parties in our supply chain including end-users, receive notices from third parties alleging or warning of potential intellectual property infringement or misappropriation. Any dispute or litigation regarding intellectual property could be costly and time-consuming due to the complexity and the uncertainty of intellectual property litigation. Our intellectual property portfolio may not be useful in asserting a counterclaim, or negotiating a license, in response to a claim of infringement or misappropriation. We may incur significant costs and diversion of management attention and resources as a result of such claims of infringement or misappropriation, and we or our suppliers or sub-contractors could lose rights to critical technology, be unable to license critical technology, provide or sell critical products or services, or be required to pay substantial damages or license fees with respect to the infringed rights or be required to redesign, rework, re-program, or replace our or our customers' products, sub-components, software, or systems, or re-cast our valuable brands at substantial cost, any of which could materially adversely impact our competitive position, financial condition and results of operations even if we successfully defend against such claims of infringement or misappropriation.

We are increasingly dependent on the continuous and reliable operation of our information technology systems, and a disruption of these systems could materially adversely affect our business.

We rely on our information technology systems in connection with the operation of our business, including with respect to customer service and billing, accounting and, in some cases, the monitoring and operation of our installations. Many of our products, services and solutions depend on the integrity of our information technology systems, including our Water One remote system, monitoring and data analytics features and our automated control solutions. In addition, we rely on our systems to manage maintenance and construction projects, materials and supplies and our human resource functions. A loss of these systems, major problems with the operation of these systems, the failure to properly implement these systems, including in customer installations, or the failure to identify market trends and continuously update our information technology systems could materially adversely affect our operations, sales and reputation and have a material adverse effect on our business, financial condition, results of operations or prospects.

Specifically, our information technology systems may be vulnerable to damage or interruption from:

•: power loss, computer systems failures and internet, telecommunications or data network failures;
•: operator negligence or improper operation by, or supervision of, employees;
•: physical and electronic loss of data;
•: computer viruses;
•: intentional security breaches, hacking, denial of service actions, misappropriation of data and similar events; and
•: hurricanes, fires, floods, earthquakes and other natural disasters.

Such incidents may result in the loss or compromise of customer, financial or operational data, disruption of billing, collections or normal field service activities, disruption of data analytics and electronic monitoring and control of operational systems and delays in financial reporting and other normal management functions. Possible impacts associated with a cybersecurity incident may include remediation costs related to lost, stolen, or compromised data, repairs to infrastructure, physical systems or data processing systems, increased cybersecurity protection costs, adverse effects on our compliance with regulatory and environmental laws and regulations, including standards for drinking water, litigation and reputational damage.

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We, and some of our third party vendors, have experienced cybersecurity attacks in the past and may experience them in the future, potentially with more frequency. To date, most of these attacks have been unsuccessful, and none have resulted in any material adverse impact to our business or operations. We have adopted measures to mitigate potential risks associated with information technology disruptions and cybersecurity threats, however, given the unpredictability of the timing, nature and scope of such disruptions, we could potentially be subject to production downtimes, operational delays, other detrimental impacts on our operations or ability to provide products and services to our customers, the compromising of confidential or otherwise protected information, destruction or corruption of data, security breaches, other manipulation or improper use of our systems or networks, financial losses from remedial actions, loss of business or potential liability, regulatory enforcement actions and/or damage to our reputation, any of which could have a material adverse effect on our competitive position, results of operations, cash flows or financial condition. We also have a concentration of operations on certain sites, such as production and shared services centers, where business interruptions could cause material damage and costs. Transport of goods from suppliers, and to customers, could also be hampered for the reasons stated above.

Although we continue to assess these risks, implement controls and perform business continuity and disaster recovery planning, we cannot be sure that interruptions with material adverse effects will not occur.

If we experience a significant data security breach or fail to detect and appropriately respond to a significant data security breach, our business and reputation could suffer.

The nature of our business involves the receipt and storage of information about our customers, suppliers and employees. Further, we rely on various information technology systems to capture, process, store and report data in connection with the products, services and solutions that we provide to our customers, such as our Water One smart water technology. We have procedures in place to detect and respond to data security incidents. However, because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time, we may be unable to anticipate these techniques or implement adequate preventive measures. In addition, hardware, software or applications we develop or procure from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. We outsource administration of certain functions to vendors that could be targets of cyber attacks. Any theft, loss and/or fraudulent use of customer, employee or proprietary data as a result of a cyber attack could subject us to significant litigation, liability and costs, as well as adversely impact our reputation with customers and regulators, among others. Unauthorized parties may also attempt to gain access to our systems or facilities and to our proprietary business information. If our efforts to protect the security of information about our customers, suppliers and employees are unsuccessful, a significant data security breach may result in costly government enforcement actions, private litigation and negative publicity resulting in reputation or brand damage with customers, and our business, financial condition, results of operations or prospects could suffer.

Our business could be adversely affected by inflation and other manufacturing and operating cost increases.

Our operating costs are subject to fluctuations, particularly due to changes in commodity prices, raw materials, energy and related utilities, freight and cost of labor. In order to remain competitive, we may not be able to recuperate all or a portion of these higher costs from our customers through product price increases. In addition, many of our contracts are long-term in nature, and our failure to negotiate price escalation provisions, or to obtain adequate price escalation provisions, in our long-term contracts could, in the event of an inflationary or otherwise cost-increasing environment, have a material adverse effect on our business, financial condition, results of operations or prospects. Further,

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in a declining price environment, our operating margins may contract because we account for inventory costs on the basis of an average or first-in, first-out method. Actions we take to mitigate volatility in manufacturing and operating costs may not be successful and, as a result, our business, financial condition, results of operations or prospects could be materially and adversely affected.

Our ability to use our net operating loss carryforwards may be limited.

As of September 30, 2016, we had approximately $88.6 million of U.S. federal and state net operating loss carryforwards ("NOLs"). Our NOLs begin to expire in 2019. Utilization of these NOLs depends on many factors, including our future income, which cannot be assured. We have full valuation allowance against the NOLs. In addition, Section 382 of the Internal Revenue Code of 1986, as amended ("Section 382"), generally imposes an annual limitation on the amount of taxable income that may be offset by NOLs when a corporation has undergone an "ownership change" (as determined under Section 382). Generally, a corporation experiences such an ownership change if the percentage of its stock owned by its "5-percent shareholders," as defined in Section 382, increases by more than 50 percentage points (by value) over a three-year period. Any unused annual limitation may, subject to certain limitations, be carried over to later years. We may undergo an ownership change in the future, including an ownership change as a result of the combined effect of this and future offerings, which would result in an annual limitation under Section 382 determined by multiplying the value of our stock at the time of the ownership change by the applicable long-term tax-exempt rate as defined in Section 382, increased under certain circumstances as a result of recognizing built-in gains in our assets existing at the time of the ownership change. The limitations arising from any ownership change may prevent utilization of our NOLs prior to their expiration. Future ownership changes or regulatory changes could further limit our ability to utilize our NOLs. To the extent we are not able to offset our future income with our NOLs, this could adversely affect our operating results and cash flows if we attain profitability.

Changes in our effective tax rates may adversely affect our financial results.

We offer our products, services and solutions in more than 100 countries and 16% of our revenue was generated outside the United States in fiscal 2016. Given the global nature of our business, a number of factors may increase our future effective tax rates, including:

•: our decision to repatriate non-U.S. earnings for which we have not previously provided for U.S. taxes;
•: the jurisdictions in which profits are determined to be earned and taxed;
•: sustainability of historical income tax rates in the jurisdictions in which we conduct business;
•: the resolution of issues arising from tax audits with various tax authorities; and
•: changes in the valuation of our deferred tax assets and liabilities, and changes in deferred tax valuation allowances.

Any significant increase in our future effective tax rates could reduce net income for future periods.

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Our historical consolidated financial information may not be representative of our results if we had operated independently of Siemens and does not reflect further changes to our management structure following our separation from Siemens and, as a result, may not be a reliable indicator of the results that we will achieve as an independent company.

Prior to the AEA Acquisition in fiscal 2014, we operated as a subsidiary of Siemens. Consequently, some of the financial information included in this prospectus has been derived from the combined and consolidated financial statements and accounting records of Siemens and reflects assumptions and allocations made by Siemens. Our financial position, results of operations and cash flows, as presented, may be different from those that would have resulted if we had been operated as a standalone company or by a company other than Siemens. For example, in preparing our financial statements, Siemens made an allocation of Siemens' costs and expenses that were attributable to our business. However, these costs and expenses reflect the costs and expenses attributable to our business as part of a larger organization. They do not necessarily reflect costs and expenses that we would have incurred had we operated independently, and may not reflect costs and expenses that we would have incurred as a result of the acquisitions and divestitures that we have made since our separation from Siemens. In addition, our fiscal 2012 and fiscal 2013 selected historical consolidated financial statements were prepared on a "carve-out" basis for the purpose of presenting our historical financial position, results of operations and cash flows. Because the Predecessor represents a portion of the Siemens' business, the selected financial data presented for these periods in "Selected Historical Consolidated Financial Data" is not necessarily indicative of our current or future performance and does not reflect what our performance would have been had we operated as a separate stand-alone entity during these periods. Further, in fiscal 2016, we effected an organizational redesign to align the management activities of certain of our business centers with functional leaders and, in connection with the Neptune-Benson Acquisition, created a new Aquatics and Disinfection division, which we subsequently merged into our Products Segment. This realignment has had implications on how we manage our business. As a result, our historical financial information may not be a reliable indicator of our future results or the results that we will achieve following the acquisitions and divestitures that we have made and the realignment of our management structure following our separation from Siemens.

The unaudited pro forma financial information included in this prospectus is presented for illustrative purposes only and does not reflect what the financial position or results of operations of the combined company would have been had the transactions reflected therein been completed as of the dates assumed for purposes of that pro forma information nor does it reflect the actual financial position or results of operations of the combined company following the completion of such transactions.

The unaudited pro forma financial information included in this prospectus is presented for illustrative purposes only, contains a variety of adjustments, assumptions and preliminary estimates, is subject to numerous other uncertainties and does not reflect what the combined company's financial position or results of operations would have been had the transactions reflected therein been completed as of the dates assumed for purposes of that pro forma financial information, nor does it reflect the financial position or results of operations of the combined company following the completion of any of our other recent acquisitions. The unaudited pro forma financial information does not give effect to any unforeseen costs that could result from such transactions, nor does it include any other items not expected to have a continuing impact on our consolidated results of operations.

Our and Neptune-Benson's actual results of operations prior to the Neptune-Benson Acquisition and that of our Company following the Neptune-Benson Acquisition may not be consistent with, or evident from, the unaudited pro forma financial information included in this prospectus. In addition, the assumptions or estimates used in preparing the unaudited pro forma financial information included in this prospectus may not prove to be accurate and may be affected by other factors. Any significant changes in the costs associated with the acquisition (whether as a result of contractual purchase price

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adjustments or otherwise), or in our ability to manage our combined operations, realize anticipated growth opportunities and optimize best practices, from those assumed or used for purposes of preparing the estimated pro forma financial information may cause a significant change in the pro forma financial information.

We are a holding company with no operations of our own, and we depend on our subsidiaries for cash.

We are a holding company and do not have any material assets or operations other than ownership of equity interests of our subsidiaries. Our operations are conducted almost entirely through our subsidiaries, and our ability to generate cash to meet our obligations or to pay dividends, if any, is highly dependent on the earnings of, and receipt of funds from, our subsidiaries through dividends or intercompany loans. The ability of our subsidiaries to generate sufficient cash flow from operations to allow us and them to make scheduled payments on our debt obligations will depend on their future financial performance, which will be affected by a range of economic, competitive and business factors, many of which are outside of our control. We cannot assure you that the cash flow and earnings of our operating subsidiaries will be adequate for our subsidiaries to service their debt obligations. Additionally, under the terms of our Senior Secured Credit Facilities, our operating subsidiaries are currently limited in their ability to pay cash dividends to us, and we expect these limitations to continue in the future under the terms of any future credit agreement or any future debt or preferred equity securities of ours or of our subsidiaries. If our subsidiaries do not generate sufficient cash flow from operations to satisfy corporate obligations, we may have to undertake alternative financing plans (such as refinancing), restructure debt, sell assets, reduce or delay capital investments or seek to raise additional capital. We cannot assure you that any such alternative refinancing would be possible, that any assets could be sold, or, if sold, of the timing of the sales and the amount of proceeds realized from those sales, that additional financing could be obtained on acceptable terms, if at all, or that additional financing would be permitted under the terms of our various debt instruments then in effect. Our inability to generate sufficient cash flow to satisfy our obligations, or to refinance our obligations on commercially reasonable terms, could have a material adverse effect on our business, financial condition, results of operations or prospects.

Furthermore, we and our subsidiaries may incur substantial additional indebtedness in the future that may severely restrict or prohibit our subsidiaries from making distributions, paying dividends, if any, or making loans to us.

We may incur impairment charges for our goodwill and other indefinite-lived intangible assets which would negatively impact our operating results.

We have a significant amount of goodwill and purchased intangible assets on our balance sheet as a result of the AEA Acquisition and subsequent acquisitions we have completed, including the Neptune-Benson Acquisition. As of June 30, 2017, the net carrying value of our goodwill and other indefinite-lived intangible assets totaled approximately $657 million. The carrying value of goodwill represents the fair value of an acquired business in excess of identifiable assets and liabilities as of the acquisition date. The carrying value of indefinite-lived intangible assets represents the fair value of trademarks and trade names as of the acquisition date. We do not amortize goodwill and indefinite-lived intangible assets that we expect to contribute indefinitely to our cash flows, but instead we evaluate these assets for impairment at least annually, or more frequently if changes in circumstances indicate that a potential impairment could exist. In testing for impairment, we will make a qualitative assessment, and if we believe that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative two-step goodwill impairment test is required. Significant negative industry or economic trends, disruptions to our business, inability to effectively integrate acquired businesses, unexpected significant changes or planned changes in use of the assets, divestitures and market capitalization declines may impair our goodwill and other indefinite-lived intangible assets.

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Any charges relating to such impairments could materially adversely affect our financial condition and results of operations.

Risks Relating to our Indebtedness

Our substantial indebtedness could adversely affect our financial condition and limit our ability to raise additional capital to fund our operations.

We have a significant amount of indebtedness. As of June 30, 2017, we had total indebtedness of $893.2 million, including $818.7 million of borrowings under the Term Loan Facility, $60.0 million in borrowings under the Revolving Credit Facility and $7.5 million of letters of credit issued under the Revolving Credit Facility, with $27.5 million in additional borrowing capacity thereunder. An additional $8.4 million of letters of credit were issued under a separate uncommitted facility as of June 30, 2017. On August 8, 2017, we (i) borrowed $182.7 million in refinancing term loans, the net proceeds of which were used to refinance in their entirety the NB Incremental Loans, and (ii) increased the amount of our existing Term Loan Facility by borrowing $80.0 million of incremental term loans under the Term Loan Facility, the net proceeds of which were used to repay $60.0 million of revolving credit loans then outstanding under our Revolving Credit Facility and to pay related fees and expenses, and for other general corporate purposes (including permitted acquisitions and permitted investments pursuant to the First Lien Credit Agreement).

Our high level of indebtedness could have important consequences to us, including:

•: making it more difficult for us to satisfy our obligations with respect to our debt;
•: limiting our ability to obtain additional financing to fund future working capital, capital expenditures, investments or acquisitions or other general corporate requirements;
•: requiring a substantial portion of our cash flows to be dedicated to debt service payments and/or debt repayment instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, investments or acquisitions or other general corporate purposes;
•: increasing our vulnerability to adverse changes in general economic, industry and competitive conditions;
•: exposing us to the risk of increased interest rates as borrowings under our Senior Secured Credit Facilities (to the extent not hedged) bear interest at variable rates, which could further adversely impact our cash flows;
•: limiting our flexibility in planning for and reacting to changes in our business and the industry in which we compete;
•: restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;
•: impairing our ability to obtain additional financing in the future;
•: placing us at a disadvantage compared to other, less leveraged competitors; and
•: increasing our cost of borrowing.

Any one of these limitations could have a material effect on our business, financial condition, results of operations, prospects and our ability to satisfy our obligations in respect of our outstanding debt.

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Despite our current debt levels, we may incur substantially more indebtedness, which could further exacerbate the risks associated with our substantial leverage.

We and our subsidiaries may be able to incur additional indebtedness in the future, which may be secured. While our Senior Secured Credit Facilities limit our ability and the ability of our subsidiaries to incur additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and thus, notwithstanding these restrictions, we may still be able to incur substantially more debt. In addition, provided that no default or event of default (as defined in the First Lien Credit Agreement) has occurred and is continuing, we have the option to add one or more incremental term loan or revolving credit facilities or increase commitments under the Revolving Credit Facility by an aggregate amount which does not cause our total first lien net leverage ratio, on a pro forma basis (in each case, as defined in the First Lien Credit Agreement), to exceed 4.50 to 1.00, plus up to an additional $100.0 million (excluding incremental revolving credit facilities or increases under the Revolving Credit Facility in an aggregate principal amount not to exceed $30.0 million) (all of which remains available as of June 30, 2017). On August 8, 2017, we increased the amount of our existing Term Loan Facility by borrowing $80.0 million of incremental term loans under the Term Loan Facility, the net proceeds of which were used to repay $60.0 million of revolving credit loans then outstanding under our Revolving Credit Facility and to pay related fees and expenses, and for other general corporate purposes (including permitted acquisitions and permitted investments pursuant to the First Lien Credit Agreement). To the extent that we incur additional indebtedness, the risks that we now face related to our substantial indebtedness could increase.

To service our indebtedness, we require a significant amount of cash, which depends on many factors beyond our control.

We cannot assure you that our business will generate sufficient cash flow from operations, or that future borrowings will be available to us under our Senior Secured Credit Facilities in amounts sufficient to enable us to fund our liquidity needs.

If we do not generate sufficient cash flow from operations to satisfy our debt obligations, we may have to undertake alternative financing plans, such as:

•: refinancing or restructuring our debt;
•: selling assets; or
•: seeking to raise additional capital.

We cannot assure you that we would be able to enter into these alternative financing plans on commercially reasonable terms or at all. Moreover, any alternative financing plans that we may be required to undertake would still not guarantee that we would be able to meet our debt obligations. Our inability to generate sufficient cash flow to satisfy our debt obligations, or to obtain alternative financing, could materially adversely affect our business, financial condition, results of operations or prospects. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources."

We will need to repay or refinance borrowings under our First Lien Facilities.

The Revolving Credit Facility and Term Loan Facility are scheduled to mature in January 2019 and January 2021, respectively. We will need to repay, refinance, replace or otherwise extend the maturity of our First Lien Facilities. Our ability to repay, refinance, replace or extend these facilities by their maturity dates will be dependent on, among other things, business conditions, our financial performance and the general condition of the financial markets. If a financial disruption were to occur at the time that we are required to repay indebtedness outstanding under our First Lien Facilities, we

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could be forced to undertake alternate financings, including a sale of additional common stock, negotiate for an extension of the maturity of our First Lien Facilities or sell assets and delay capital expenditures in order to generate proceeds that could be used to repay indebtedness under our First Lien Facilities. We cannot assure you that we will be able to consummate any such transaction on terms that are commercially reasonable, on terms acceptable to us or at all.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

Borrowings under our First Lien Facilities are at variable rates of interest and expose us to interest rate risk. Interest rates are still near historically low levels and are projected to rise in the future. If interest rates rise, our debt service obligations on the variable rate indebtedness will increase even though the amount borrowed may remain the same, and our net income and cash flows will correspondingly decrease. Assuming no prepayments of the Term Loan Facility (which had $818.7 million outstanding as of June 30, 2017) and that the $95.0 million Revolving Credit Facility was fully drawn, each 0.125% change in interest rates would result in an approximate change of $1.1 million in annual interest expense on the indebtedness under our First Lien Facilities.

The covenants in our Senior Secured Credit Facilities impose restrictions that may limit our operating and financial flexibility.

Our Senior Secured Credit Facilities contain a number of significant restrictions and covenants that limit our ability, among other things, to:

•: incur additional indebtedness;
•: pay dividends or distributions on our capital stock or repurchase or redeem our capital stock;
•: prepay, redeem or repurchase specified indebtedness;
•: create certain liens;
•: sell, transfer or otherwise convey certain assets;
•: make certain investments;
•: create dividend or other payment restrictions affecting subsidiaries;
•: engage in transactions with affiliates;
•: create unrestricted subsidiaries;
•: consolidate, merge or transfer all or substantially all of our assets or the assets of our subsidiaries;
•: enter into agreements containing certain prohibitions affecting us or our subsidiaries; and
•: enter into new lines of business.

In addition, the Senior Secured Credit Facilities contain a financial covenant requiring us to comply with a 5.55 to 1.00 first lien net leverage ratio test. This financial covenant is solely for the benefit of the lenders under our Revolving Credit Facility and is tested as of the last day of a quarter on which the aggregate amount of revolving loans and letters of credit outstanding under the Revolving Credit Facility (net of cash collateralized letters of credit and undrawn outstanding letters of credit in an amount of up to 50% of the Revolving Credit Facility) exceeds 25% of the total commitments thereunder.

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These covenants could materially adversely affect our ability to finance our future operations or capital needs. Furthermore, they may restrict our ability to expand and pursue our business strategies and otherwise conduct our business. Our ability to comply with these covenants may be affected by circumstances and events beyond our control, such as prevailing economic conditions and changes in regulations, and we cannot assure you that we will be able to comply with such covenants. These restrictions also limit our ability to obtain future financings to withstand a future downturn in our business or the economy in general. In addition, complying with these covenants may also cause us to take actions that may make it more difficult for us to successfully execute our business strategy and compete against companies that are not subject to such restrictions.

A breach of any covenant in our Senior Secured Credit Facilities or the agreements and indentures governing any other indebtedness that we may have outstanding from time to time would result in a default under that agreement or indenture after any applicable grace periods. A default, if not waived, could result in acceleration of the debt outstanding under the agreement and in a default with respect to, and an acceleration of, the debt outstanding under other debt agreements. If that occurs, we may not be able to make all of the required payments or borrow sufficient funds to refinance such debt. Even if new financing were available at that time, it may not be on terms that are acceptable to us or terms as favorable as our current agreements. If our debt is in default for any reason, our business, results of operations and financial condition could be materially and adversely affected.

Risks Relating to our Common Stock and this Offering

There is no existing market for our common stock, and we do not know if one will develop to provide you with adequate liquidity to sell our common stock at prices equal to or greater than the price you paid in this offering.

Prior to this offering, there has not been a public market for our common stock. We cannot predict the extent to which investor interest in us will lead to the development of a trading market on the NYSE, or otherwise or how active and liquid that market may come to be. Although we intend to apply to list our common stock on the NYSE, if an active trading market for our common stock does not develop following this offering, you may not be able to sell your shares quickly or at or above the initial public offering price. The initial public offering price for our shares will be determined by negotiations between us, the selling stockholders and representatives of the underwriters and may not be indicative of prices that will prevail in the open market following this offering. Consequently, you may not be able to sell our common stock at prices equal to or greater than the price you paid in this offering.

The market price of our common stock may be highly volatile, and you may not be able to resell your shares at or above the initial public offering price.

The trading price of our common stock could be volatile, and you could lose all or part of your investment. We cannot assure you that an active public market for our common stock will be sustained. The following factors, in addition to other factors including those described in this "Risk Factors" section and elsewhere in this prospectus, may have a significant impact on the market price of our common stock:

•: negative trends in global economic conditions or activity levels in our industry;
•: changes in our relationship with our customers or in customer needs, expectations or trends;
•: announcements concerning our competitors or our industry in general;
•: our ability to implement our business strategy;
•: our ability to complete and integrate acquisitions;
•: actual or anticipated fluctuations in our quarterly or annual operating results;
•: trading volume of our common stock;

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•: the failure of securities analysts to cover the Company after this offering or changes in analysts' financial estimates;
•: severe weather, natural disasters, acts of war or terrorism or other external events;
•: economic, legal and regulatory factors unrelated to our performance;
•: changes in accounting principles;
•: the loss of any of our management or key personnel;
•: sales of our common stock by us, our executive officers and directors or our stockholders (including certain affiliates of AEA) in the future; and
•: general economic and market conditions and overall fluctuations in the U.S. equity markets.

In addition, broad market and industry factors may negatively affect the market price of our common stock, regardless of our actual operating performance, and factors beyond our control may cause our stock price to decline rapidly and unexpectedly.

Because AEA controls a significant percentage of our common stock, it may control all major corporate decisions, and the interests of AEA and its affiliates, including certain of our directors, may conflict with your interests as an owner of our common stock and those of the Company.

We are controlled by AEA, which currently owns % of our common stock and will own approximately % after the completion of this offering (or % after the completion of this offering if the underwriters exercise in full their option to purchase additional shares). Accordingly, AEA currently controls, and will control after the completion of this offering, the election of the majority of our directors and could thereby exercise a controlling interest over our business, affairs and policies, including the appointment of our management and the entering into of business combinations or dispositions and other corporate transactions. The directors so elected have the authority to incur additional debt, issue or repurchase stock, declare dividends and make other decisions that could be detrimental to stockholders.

AEA may have interests that are different from yours and may vote in a way with which you disagree and which may be adverse to your interests. Further, AEA's concentration of ownership could have the effect of delaying or preventing a change in control or otherwise discouraging a potential acquirer from attempting to obtain control of us, which could cause the market price of our common stock to decline or prevent our stockholders from realizing a premium over the market price for their common stock. Additionally, AEA and its affiliates are in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us or supply us with goods and services. Stockholders should consider that the interests of AEA may differ from their interests in material respects.

Following this offering, of our directors will be affiliated with AEA. These persons will have fiduciary duties to both us and AEA. As a result, they may have real or apparent conflicts of interest on matters affecting both us and AEA, which in some circumstances may have interests adverse to ours. In addition, as described below under "Description of Capital Stock," our amended and restated certificate of incorporation will provide that the doctrine of "corporate opportunity" will not apply with respect to us, to AEA or certain related parties or any of our directors who are employees of AEA or its affiliates in a manner that would prohibit them from investing in competing businesses or doing business with our customers. AEA or its affiliates may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. To the extent they invest in such other businesses, AEA and its affiliates, including affiliates of AEA who serve on our board of directors, may have interests that differ from those of our other stockholders.

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Investors purchasing common stock in this offering will experience immediate and substantial dilution as a result of this offering and future equity issuances.

Prior investors have paid substantially less per share for our common stock than the price in this offering. The initial public offering price of our common stock is substantially higher than the net tangible book value per share of our outstanding common stock prior to completion of the offering. Accordingly, based on the initial public offering price of $ per share (the midpoint of the price range set forth on the cover page of this prospectus), if you purchase our common stock in this offering, you will pay substantially more for your shares than the amounts paid by our existing stockholders for their shares and you will suffer immediate dilution of approximately $ per share in net tangible book value of our common stock. To the extent outstanding options are ultimately exercised, there will be further dilution to investors in this offering. In addition, if the underwriters exercise their option to purchase additional shares, or if we issue additional equity securities in the future, investors purchasing common stock in this offering will experience additional dilution. See "Dilution."

Sales, or the potential for sales, of a substantial number of shares of our common stock in the public market by us or our existing stockholders could cause our stock price to fall.

Sales of a substantial number of shares of our common stock in the public market or the perception that these sales might occur, could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. Substantially all of our existing stockholders are subject to lock-up agreements with the underwriters of this offering that restrict the stockholders' ability to transfer shares of our common stock for at least 180 days from the date of this prospectus, subject to certain exceptions. The lock-up agreements limit the number of shares of common stock that may be sold immediately following the public offering. After this offering, we will have outstanding shares of common stock. Subject to limitations, approximately shares will become eligible for sale upon expiration of the lock-up period, as calculated and described in more detail in the section entitled "Shares Eligible for Future Sale." In addition, shares issued or issuable upon exercise of options and warrants vested as of the expiration of the lock-up period will be eligible for sale at that time. Sales of stock by these stockholders could have a material adverse effect on the trading price of our common stock.

Moreover, after this offering, holders of an aggregate of shares of our common stock will have rights, subject to certain conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or other stockholders. Registration of these shares under the Securities Act, would result in the shares becoming freely tradable without restriction under the Securities Act, except for shares held by our affiliates as defined in Rule 144 under the Securities Act. Any sales of securities by these stockholders could have a material adverse effect on the trading price of our common stock.

If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our markets, or if they adversely change their recommendations or publish negative reports regarding our business or our stock, our stock price and trading volume could materially decline.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our markets or our competitors. We do not have any control over these analysts and we cannot provide any assurance that analysts will cover us or provide favorable coverage. If any of the analysts who may cover us adversely change their recommendation regarding our stock, or provide more favorable relative recommendations about our competitors, our stock price could materially decline. If any analyst who may cover us were to cease coverage of our Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to materially decline.

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Some provisions of our charter documents and Delaware law may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our stockholders, and may prevent attempts by our stockholders to replace or remove our current management.

Provisions in our amended and restated certificate of incorporation and our amended and restated bylaws that will become effective following the closing of this offering, as well as provisions of the Delaware General Corporation Law (the "DGCL") could make it more difficult for a third party to acquire us or increase the cost of acquiring us, even if doing so would benefit our stockholders, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions include:

•: establishing a classified board of directors such that not all members of the board of directors are elected at one time;
•: allowing the authorized number of our directors to be determined exclusively by resolution of our board of directors and granting to our board of directors the sole power to fill any vacancy on the board of directors;
•: limiting the ability of stockholders to remove directors without cause if the control group, consisting of AEA and certain of our other stockholders, ceases to own 50% or more of the voting power our common stock;
•: providing that our board of directors is expressly authorized to adopt, or to alter or repeal, our bylaws;
•: authorizing the issuance of "blank check" preferred stock by our board of directors, without further stockholder approval, to thwart a takeover attempt;
•: prohibiting stockholder action by written consent (and, thus, requiring that all stockholder actions be taken at a meeting of our stockholders) if the control group, consisting of AEA and certain of our other stockholders, ceases to own, or have the right to direct the vote of, 50% or more of the voting power our common stock;
•: eliminating the ability of stockholders to call a special meeting of stockholders, if the control group, consisting of AEA and certain of our other stockholders, ceases to own, or have the right to direct the vote of, 50% or more of the voting power our common stock;
•: establishing advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon at annual stockholder meetings; and
•: requiring the approval of the holders of at least two-thirds of the voting power of all outstanding stock entitled to vote thereon, voting together as a single class, to amend or repeal our certificate of incorporation or bylaws.

In addition, while we expect to opt out of Section 203 of the DGCL, our amended and restated certificate of incorporation will contain similar provisions providing that we may not engage in certain "business combinations" with any "interested stockholder" for a three-year period following the time that the stockholder became an interested stockholder, unless:

•: prior to such time, our board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
•: upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or

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•: at or subsequent to that time, the business combination is approved by our board of directors and by the affirmative vote of holders of at least two-thirds of our outstanding voting stock that is not owned by the interested stockholder.

These anti-takeover defenses could discourage, delay or prevent a transaction involving a change in control of our Company. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause us to take corporate actions other than those you desire. See "Description of Capital Stock."

Our amended and restated certificate of incorporation will designate the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us.

Our amended and restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed to us or our stockholders by any of our directors, officers, employees or agents, (iii) any action asserting a claim against us arising under the DGCL or (iv) any action asserting a claim against us that is governed by the internal affairs doctrine. By becoming a stockholder in our Company, you will be deemed to have notice of and have consented to the provisions of our amended and restated certificate of incorporation related to choice of forum. The choice of forum provision in our amended and restated certificate of incorporation may limit our stockholders' ability to obtain a favorable judicial forum for disputes with us.

We will be exposed to risks relating to evaluations of controls required by Section 404 of the Sarbanes-Oxley Act of 2002.

We are in the process of evaluating our internal controls systems to allow management to report on, and our independent auditors to audit, our internal controls over financial reporting. We will be performing the system and process evaluation and testing (and any necessary remediation) required to comply with the management certification and the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"). We will be required to comply with Section 404 in full (including an auditor attestation on management's internal controls report) in our annual report on Form 10-K for the year following our first annual report required to be filed with the SEC (subject to any change in applicable SEC rules). Furthermore, upon completion of this process, we may identify control deficiencies of varying degrees of severity under applicable SEC and Public Company Accounting Oversight Board rules and regulations that remain unremediated. As a public company, we will be required to report, among other things, control deficiencies that constitute a "material weakness" or changes in internal controls that, or that are reasonably likely to, materially affect internal controls over financial reporting. A "material weakness" is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A "significant deficiency" is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting.

If we fail to implement the requirements of Section 404 in a timely manner, regulatory authorities such as the SEC or the PCAOB might subject us to sanctions or investigation. If we do not implement improvements to our disclosure controls and procedures or to our internal controls in a timely manner, our independent registered public accounting firm may not be able to certify as to the effectiveness of our internal controls over financial reporting pursuant to an audit of our controls. This may subject us to adverse regulatory consequences or a loss of confidence in the reliability of our financial statements. We could also suffer a loss of confidence in the reliability of our financial statements if our

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independent registered public accounting firm reports a material weakness in our internal controls, if we do not develop and maintain effective controls and procedures or if we are otherwise unable to deliver timely and reliable financial information.

Additionally, effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. Inadequate internal controls could also cause investors to lose confidence in our reported financial information. Any loss of confidence in the reliability of our financial statements or other negative reaction to our failure to develop timely or adequate disclosure controls and procedures or internal controls could result in a decline in the price of our common stock. In addition, if we fail to remedy any material weakness, our financial statements may be inaccurate, we may face restricted access to the capital markets and our stock price may be adversely affected.

We do not currently expect to pay any cash dividends.

We currently anticipate that we will retain future earnings for the development, operation and expansion of our business, and the continued operation and expansion of our business will require substantial funding. Accordingly, we do not currently anticipate declaring or paying any cash dividends on shares of our common stock in the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors that our board of directors deems relevant. We are a holding company, and substantially all of our operations are carried out by our operating subsidiaries. Under our Senior Secured Credit Facilities, our operating subsidiaries are currently limited in their ability to pay cash dividends, and we expect these limitations to continue in the future. Our ability to pay dividends may also be limited by the terms of any future credit agreement or any future debt or preferred equity securities of ours or of our subsidiaries. Accordingly, if you purchase shares in this offering, realization of a gain on your investment will depend on the appreciation of the price of our common stock, which may never occur. Investors seeking cash dividends in the foreseeable future should not purchase our common stock.

The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act and the requirements of the Sarbanes-Oxley Act and the NYSE, may strain our resources, increase our costs and divert management's attention, and we may be unable to comply with these requirements in a timely or cost-effective manner.

As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the corporate governance standards of the Sarbanes-Oxley Act and the NYSE. These requirements will place a strain on our management, systems and resources and we will incur significant legal, accounting, insurance and other expenses that we have not incurred as a private company. The Exchange Act will require us to file annual, quarterly and current reports with respect to our business and financial condition within specified time periods and to prepare a proxy statement with respect to our annual meeting of stockholders. The Sarbanes-Oxley Act will require that we maintain effective disclosure controls and procedures and internal controls over financial reporting. The NYSE will require that we comply with various corporate governance requirements. To maintain and improve the effectiveness of our disclosure controls and procedures and internal controls over financial reporting and comply with the Exchange Act and NYSE requirements, significant resources and management oversight will be required. This may divert management's attention from other business concerns and lead to significant costs associated with compliance, which could have a material adverse effect on us and the price of our common stock.

The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and

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financial compliance costs and to make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. These laws and regulations could also make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors or its committees or as our executive officers. Advocacy efforts by stockholders and third parties may also prompt even more changes in governance and reporting requirements. We cannot predict or estimate the amount of additional costs we may incur or the timing of these costs. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions and other regulatory action and potentially civil litigation.

We may be subject to securities litigation, which is expensive and could divert management attention.

Our share price may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs and diversion of management's attention and resources, which could have a material adverse effect on our business, financial condition, results of operations or prospects. Any adverse determination in litigation could also subject us to significant liabilities.

We are a "controlled company" within the meaning of the corporate governance standards of the NYSE and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements.

Following the completion of this offering, AEA will continue to control a majority of the voting power of our outstanding common stock. As a result, we expect to be a "controlled company" within the meaning of the corporate governance standards of the NYSE. A company of which more than 50% of the voting power is held by an individual, a group or another company is a "controlled company" within the meaning of the corporate governance standards of the NYSE and may elect not to comply with certain corporate governance requirements of the NYSE, including:

•: the requirement that a majority of our board of directors consist of independent directors;
•: the requirement that we have a nominating/corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities; and
•: the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities; and
•: the requirement for an annual performance evaluation of the nominating and corporate governance and compensation committees.

Following this offering, we intend to rely on all of the exemptions listed above. If we do utilize the exemptions, we will not have a majority of independent directors and our nominating and corporate governance and compensation committees will not consist entirely of independent directors. As a result, our board of directors and those committees may have more directors who do not meet the NYSE's independence standards than they would if those standards were to apply. The independence standards are intended to ensure that directors who meet those standards are free of any conflicting interest that could influence their actions as directors. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the .

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In addition, on June 20, 2012, the SEC adopted Rule 10C-1 under the Exchange Act to implement provisions of the Dodd-Frank Act pertaining to compensation committee independence and the role and disclosure of compensation consultants and other advisers to the compensation committee. The national securities exchanges have since adopted amendments to their existing listing standards to comply with provisions of Rule 10C-1, and on January 11, 2013, the SEC approved such amendments. The amended listing standards require, among other things, that

•: compensation committees be composed of fully independent directors, as determined pursuant to new and existing independence requirements;
•: compensation committees be explicitly charged with hiring and overseeing compensation consultants, legal counsel and other committee advisers; and
•: compensation committees are required to consider, when engaging compensation consultants, legal counsel or other advisers, certain independence factors, including factors that examine the relationship between the consultant or adviser's employer and us.

As a "controlled company," we will not be subject to these compensation committee independence requirements, and accordingly, you will not have the same protections afforded to stockholders of companies that are subject to these compensation committee independence requirements.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties. You can generally identify forward-looking statements by our use of forward-looking terminology such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "potential," "predict," "projection," "seek," "should," "will" or "would" or the negative thereof or other variations thereon or comparable terminology. In particular, statements about the markets in which we operate, including growth of our various markets, and our expectations, beliefs, plans, strategies, objectives, prospects, assumptions, or future events or performance contained in this prospectus under the headings "Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business" are forward-looking statements.

We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed in this prospectus under the headings "Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business," may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements, or could affect our share price. Some of the factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include:

•: general global economic and business conditions;
•: our ability to compete successfully in our markets;
•: our ability to continue to develop or acquire new products, services and solutions and adapt our business to meet the demands of our customers, comply with changes to government regulations and achieve market acceptance with acceptable margins;
•: our ability to implement our growth strategy, including acquisitions and our ability to identify suitable acquisition targets;
•: our ability to operate or integrate any acquired businesses, assets or product lines profitably or otherwise successfully implement our growth strategy;
•: delays in enactment or repeals of environmental laws and regulations;
•: the potential for us to become subject to claims relating to handling, storage, release or disposal of hazardous materials;
•: risks associated with product defects and unanticipated or improper use of our products;
•: the potential for us to incur liabilities to customers as a result of warranty claims of failure to meet performance guarantees;
•: our ability to meet our customers' safety standards or the potential for adverse publicity affecting our reputation as a result of incidents such as workplace accidents, mechanical failures, spills, uncontrolled discharges, damage to customer or third-party property or the transmission of contaminants or diseases;
•: litigation, regulatory or enforcement actions and reputational risk as a result of the nature of our business or our participation in large-scale projects;
•: seasonality of sales and weather conditions;

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•: risks related to government customers, including potential challenges to our government contracts or our eligibility to serve government customers;
•: the potential for our contracts with federal, state and local governments to be terminated or adversely modified prior to completion;
•: risks related to foreign, federal, state and local environmental, health and safety laws and regulations and the costs associated therewith;
•: risks associated with international sales and operations, including our operations in China;
•: our ability to adequately protect our intellectual property from third-party infringement;
•: our increasing dependence on the continuous and reliable operation of our information technology systems;
•: risks related to our substantial indebtedness;
•: our need for a significant amount of cash, which depends on many factors beyond our control;
•: AEA's control of us; and
•: other risks and uncertainties, including those listed under "Risk Factors."

Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements contained in this prospectus are not guarantees of future performance and our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate, may differ materially from the forward-looking statements contained in this prospectus. In addition, even if our results of operations, financial condition and liquidity, and events in the industry in which we operate, are consistent with the forward-looking statements contained in this prospectus, they may not be predictive of results or developments in future periods.

Any forward-looking statement that we make in this prospectus speaks only as of the date of such statement. Except as required by law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this prospectus.

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USE OF PROCEEDS

We estimate that the net proceeds to us from our sale of shares in this offering will be approximately $ million, based on the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any of the proceeds from the sale of shares of common stock by the selling stockholders. We intend to use the net proceeds received by us in this offering to repay approximately $ million of indebtedness plus accrued and unpaid interest and premium under the Term Loan Facility and any remainder for general corporate purposes.

The interest rate on borrowings under the Term Loan Facility, including the October 2016 Incremental Term Loans, as of June 30, 2017 was London Interbank Offered Rates ("LIBOR") + 3.75% and the maturity date is January 15, 2021. The interest rate on borrowings under the NB Incremental Loans as of June 30, 2017 was LIBOR + 4.50% and the maturity date is January 15, 2021. We incurred the NB Incremental Loans on April 15, 2016, which provided for the borrowing of $185.0 million of incremental term loans under the Term Loan Facility to finance the Neptune-Benson Acquisition, refinance certain then-existing indebtedness of Neptune-Benson and pay fees and expenses in connection with such transactions. As of August 8, 2017, the NB Incremental Loans are no longer outstanding. We entered into the October 2016 Refinancing on October 28, 2016, to (i) borrow an additional $150.0 million of incremental term loans under the Term Loan Facility to fund our repayment in full of the Second Lien Facility and revolving credit loans then outstanding and (ii) increase commitments under the Revolving Credit Facility by $20.0 million to a total of $95.0 million. We entered into the August 2017 Refinancing on August 8, 2017 in order to (i) borrow approximately $182.7 million of refinancing term loans, the net proceeds of which were used to refinance in their entirety the NB Incremental Loans and (ii) borrow an additional $80.0 million of incremental term loans under the Term Loan Facility, the net proceeds of which were used to repay $60.0 million of revolving credit loans then outstanding under our Revolving Credit Facility and to pay related fees and expenses, and for other general corporate purposes (including permitted acquisitions and permitted investments pursuant to the First Lien Credit Agreement). Pursuant to the August 2017 Refinancing, a single tranche of term loans is outstanding under the First Lien Credit Agreement, with the same terms, including pricing terms, as the First Lien Term Facility immediately prior to the August 2017 Refinancing. The terms governing the NB Incremental Loans were superseded in their entirety by the terms set forth in the August 2017 Refinancing. See "Description of Certain Indebtedness."

Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us from this offering by approximately $ million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of 1.0 million shares in the number of shares sold in this offering, as set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us from this offering by approximately $ million, assuming the assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. The information discussed above is illustrative only and will adjust based on the actual initial public offering price and other terms of this offering determined at pricing.

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DIVIDEND POLICY

We do not currently expect to pay any cash dividends on our common stock for the foreseeable future. Instead, we intend to retain future earnings, if any, for the future operation and expansion of our business and the repayment of indebtedness. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon our results of operations, cash requirements, financial condition, contractual restrictions, restrictions imposed by applicable laws and other factors that our board of directors may deem relevant. Our business is conducted through our subsidiaries. Dividends from, and cash generated by, our subsidiaries will be our principal sources of cash to repay indebtedness and fund operations. Accordingly, our ability to pay dividends to our stockholders is dependent on the earnings and distributions of funds from our subsidiaries. In addition, the covenants in the agreements governing our existing indebtedness, including the First Lien Facilities, significantly restrict the ability of our subsidiaries to pay dividends or otherwise transfer assets to us. See "Description of Certain Indebtedness," "Risk Factors—Risks Relating to our Business—We are a holding company with no operations of our own, and we depend on our subsidiaries for cash" and "Risk Factors—Risks Relating to our Common Stock and this Offering—We do not currently expect to pay any cash dividends."

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and our total capitalization as of June 30, 2017:

•: on an actual basis;
•: on a pro forma basis giving effect to (i) the August 2017 Refinancing; (ii) our issuance and sale of shares of our common stock in this offering at an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us; and (iii) the intended use of the net proceeds received by us in this offering to repay $ million plus accrued and unpaid interest under the Term Loan Facility and any remainder for general corporate purposes, as set forth in "Use of Proceeds."

You should read the data set forth below in conjunction with "Unaudited Pro Forma Financial Information," "Selected Historical Consolidated Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes included elsewhere in this prospectus.

	As of June 30, 2017

	Actual		Pro Forma(1)
	(unaudited) (in thousands except per share data)
Cash and cash equivalents	$	54,018	$



Long-term indebtedness (including current portion):
First Lien Term Loan Facility, due January 15, 2021(2)	$	636,003	$
NB Incremental Loans, due January 15, 2021(2)		182,688
Revolving Credit Facility(2)(3)		60,000
Build Own Operate Financing, due June 30, 2024		7,100
Notes Payable, due June 30, 2018 to July 31, 2023		7,414
Unamortized discount and lender fees		(19,484)

Total debt, net of unamortized discount and lender fees		873,721
Stockholders' equity:
Common stock, par value $0.01 per share; 5,000 shares authorized; 3,899 shares issued and 3,885 outstanding, actual; shares issued and outstanding, pro forma		39
Treasury stock		(2,209)
Additional paid-in capital		389,384
Retained deficit		(181,067)
Accumulated other comprehensive loss, net of tax		(7,898)
Non-controlling interest		3,238

Total stockholders' equity		201,487

Total capitalization	$	1,075,208	$

(1): Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) each of cash and cash equivalents, additional paid-in-capital, total stockholders' equity and total capitalization on a pro forma basis by approximately $ million, assuming the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated

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offering expenses payable by us. Each increase (decrease) of 1.0 million shares in the number of shares of common stock sold in this offering, as set forth on the cover page of this prospectus, would increase (decrease) each of cash and cash equivalents, additional paid-in-capital, total stockholders' equity and total capitalization on a pro forma basis by approximately $ million, assuming an initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

(2): On August 8, 2017, we entered into the August 2017 Refinancing pursuant to which we (i) borrowed approximately $182.7 million in refinancing term loans, the net proceeds of which were used to refinance in their entirety the NB Incremental Loans and (ii) increased the amount of our existing Term Loan Facility by borrowing $80.0 million of additional incremental term loans under the Term Loan Facility, the net proceeds of which were used to repay $60.0 million of revolving credit loans then outstanding under the Revolving Credit Facility, to pay related fees and expenses, and for other general corporate purposes (including permitted acquisitions and permitted investments pursuant to the First Lien Credit Agreement).
(3): As of August 8, 2017, we had $11.0 million drawn, $7.5 million of letters of credit issued and $76.5 million available to be borrowed under the Revolving Credit Facility.

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DILUTION

If you purchase any of the shares offered by this prospectus, you will experience dilution to the extent of the difference between the offering price per share that you pay in this offering and the net tangible book value (deficit) per share of our common stock immediately after this offering.

Our net tangible book value (deficit) as of June 30, 2017 was $(455.4) million, or $ per share of common stock. Net tangible book value (deficit) per share is determined by dividing our net tangible book value (deficit), which is total tangible assets less total liabilities, by the aggregate number of shares of common stock outstanding. Tangible assets represent total assets excluding goodwill and other intangible assets. Dilution in net tangible book value (deficit) per share represents the difference between the amount per share paid by purchasers of shares of our common stock in this offering and the pro forma net tangible book value (deficit) per share of our common stock immediately afterwards.

After giving effect to (i) the August 2017 Refinancing; (ii) our -for-one stock split; (iii) our issuance and sale of shares of our common stock in this offering at an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us; and (iv) the intended use of the net proceeds to us from this offering to repay $ million plus accrued and unpaid interest under the Term Loan Facility, as set forth in "Use of Proceeds," our pro forma net tangible book value as of June 30, 2017 would have been approximately $ million, or $ per share. This represents an immediate increase in net tangible book value (deficit) of $ per share to our existing stockholders and an immediate dilution of $ per share to new investors purchasing shares of common stock in this offering.

The following table illustrates this dilution on a per share basis:


Assumed initial public offering price per share		$
Historical net tangible book value (deficit) per share	$
Increase per share attributable to this offering

Pro forma net tangible book value (deficit) per share after this offering		$

Dilution per share to new investors		$

Each $1.00 increase (decrease) in the assumed initial offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, would affect our net tangible book value after this offering by approximately $ , the net tangible book value per share after this offering by $ per share, and the dilution per common share to new investors by $ per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of 1.0 million shares in the number of shares sold in this offering, as set forth on the cover page of this prospectus, would affect our net tangible book value after this offering by approximately $ , the net tangible book value per share after this offering by $ per share, and the dilution per common share to new investors by $ per share, assuming the assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

The following table summarizes, as of June 30, 2017, on an as adjusted basis, the number of shares of common stock purchased or to be purchased from us, the total consideration paid or to be paid to us and the average price per share paid or to be paid by existing stockholders and by new investors

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purchasing shares of common stock in this offering, before deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

					Total Consideration

	Shares Purchased
	Shares Purchased								Average Price Per Share
	Number	Percent			Amount	Percent			Average Price Per Share
	(in thousands, except per share data)
Existing stockholders				%	$			%	$
New investors				%	$			%	$

Total			100	%	$		100	%	$

Sales of shares of our common stock by the selling stockholders in this offering will reduce the percentage of shares of common stock held by existing stockholders to approximately % of the total shares outstanding after this offering, and will increase the percentage of shares held by new investors to approximately % of the total shares of common stock outstanding after this offering.

After giving effect to the sale of shares in this offering by us and the selling stockholders, if the underwriters' option to purchase additional shares from the selling stockholders is exercised in full, our existing stockholders would own approximately % and our new investors would own approximately % of the total number of shares of our common stock outstanding after this offering.

Each $1.00 increase (decrease) in the assumed initial offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) total consideration paid by new investors, total consideration paid by all stockholders and average price per share paid by all stockholders by $ , $ and $ per share, respectively, assuming the number of shares offered by us and the selling stockholders, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of 1.0 million shares in the number of shares sold in this offering, as set forth on the cover page of this prospectus, would increase (decrease) total consideration paid by new investors, total consideration paid by all stockholders and average price per share paid by all stockholders by $ , $ and $ per share, respectively, assuming the assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, remains the same and the number of shares sold by the selling stockholders remaining the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters exercise in full their option to purchase additional shares of our common stock in this offering from the selling stockholders, the as adjusted net tangible book value (deficit) per share would be $ per share and the dilution to new investors in this offering would be $ per share. If the underwriters exercise such option in full, the number of shares held by new investors will increase to approximately shares of our common stock, or approximately % of the total number of shares of our common stock outstanding after this offering. The number of shares of our common stock to be outstanding immediately following this offering set forth above excludes shares of common stock issuable upon the exercise of options outstanding under our Stock Option Plan as of , 2017 at a weighted average exercise price of $ per share.

To the extent any options are granted and exercised in the future, there may be additional economic dilution to new investors.

In addition, we may choose to raise additional capital due to market conditions or strategic considerations, even if we believe we have sufficient funds for our current or future operating plans. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

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UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated balance sheet as of June 30, 2017 and the unaudited pro forma condensed consolidated statement of operations for the nine months ended June 30, 2017 are based on our unaudited condensed consolidated interim financial statements as of and for the nine months ended June 30, 2017. The unaudited pro forma combined statement of operations for the fiscal year ended September 30, 2016 is based on (i) our audited consolidated financial statements for the fiscal year ended September 30, 2016 and (ii) the unaudited financial data of Neptune-Benson for the period from October 1, 2015 through April 15, 2016.

The historical financial information has been adjusted in the unaudited pro forma financial information to give effect to pro forma events that are (i) directly attributable to the Transactions (as defined below), (ii) factually supportable and (iii) with respect to the unaudited pro forma combined and unaudited pro forma condensed consolidated statements of operations, expected to have a continuing impact on the combined results. However, such adjustments are estimates based on certain assumptions and may not prove to be accurate. Information regarding these adjustments is subject to risks and uncertainties that could cause actual results to differ materially from our unaudited pro forma financial information.

Our unaudited pro forma financial information and accompanying notes present the impact of the following Transactions (collectively, the "Transactions"):

•: the Neptune-Benson Acquisition completed on April 15, 2016 and our entry into the NB Incremental Loans to finance the Neptune-Benson Acquisition;
•: our entry into the October 2016 Refinancing and the August 2017 Refinancing; and
•: the issuance and sale of our common stock in this offering after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us and the intended use of net proceeds received by us as described under "Use of Proceeds."

The unaudited pro forma financial information herein has been prepared to illustrate the effects of the Transactions in accordance with GAAP and pursuant to Article 11 of Regulation S-X. The assumptions underlying the pro forma adjustments are described fully in the accompanying notes, which should be read in conjunction with the unaudited pro forma financial information.

The unaudited pro forma condensed consolidated balance sheet as of June 30, 2017 gives effect to the Transactions as if they had occurred on June 30, 2017. The unaudited pro forma condensed consolidated statement of operations for the nine months ended June 30, 2017 and the combined statement of operations for the fiscal year ended September 30, 2016, each give effect to the Transactions as if they had occurred on October 1, 2015. The impact of the Neptune-Benson Acquisition and our entry into the NB Incremental Loans is reflected in our historical condensed consolidated balance sheet as of June 30, 2017 and in our historical condensed consolidated statement of operations for the nine months ended June 30, 2017. Accordingly, no corresponding pro forma adjustments have been made to the historical condensed consolidated balance sheet as of June 30, 2017 or the historical condensed consolidated statement of operations for the nine months ended June 30, 2017 for the Neptune-Benson Acquisition and the related financing.

The Neptune-Benson Acquisition was accounted for as a business combination using the acquisition method of accounting under the provisions of ASC Topic 805, Business Combinations ("ASC 805"), and using the fair value concepts defined in ASC Topic 820, Fair Value Measurements . Under ASC 805, all assets acquired and liabilities assumed are recorded at their acquisition date fair value. The determination of the fair values of the assets acquired and liabilities assumed (and the related determination of estimated useful lives of depreciable and amortizable tangible and identifiable intangible assets) requires significant judgment and estimates. The estimates and assumptions used

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include the projected timing and amount of future cash flows and discount rates reflecting risk inherent in the future cash flows.

In our opinion, all adjustments necessary to reflect the effects of the Transactions described in the notes to the unaudited pro forma financial information have been included and are based upon currently available information and assumptions that we believe are reasonable as of the date of this prospectus. Any of the factors underlying these estimates and assumptions may change or prove to be materially different. The unaudited pro forma financial information also should not be considered representative of our future financial condition or results of operations.

The unaudited pro forma financial information is provided for informational and illustrative purposes only and should be read in conjunction with our historical financial statements and the historical financial statements of Neptune-Benson, each of which is included elsewhere in this prospectus, as well as the financial and other information appearing elsewhere in this prospectus, including information contained in "Risk Factors," "Use of Proceeds," "Capitalization," "Selected Historical Consolidated Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

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Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of June 30, 2017
(in thousands)

	Historical Evoqua as of June 30, 2017			August 2017 Refinancing Adjustments				Offering and Use of Proceeds Adjustments		Pro Forma Combined

ASSETS
Current assets	$	469,044			28,664		A	$		$

Cash and cash equivalents		54,018			28,664				B	$
Receivables, net		202,469			—
Inventories, net		123,506			—
Cost and earnings in excess of billings on uncompleted contracts		58,418			—
Prepaid and other current assets		26,040			—
Income tax receivable		4,593			—

Property, plant, and equipment, net		271,830			—

Goodwill		317,393			—

Intangible assets, net		339,538			—

Deferred income taxes		349			—

Other non-current assets		22,549			—

Total assets	$	1,420,703		$	28,664					$



LIABILITIES AND EQUITY
Current liabilities:	$	332,363		$	(47,919	)				$

Accounts payable		106,421								$
Current portion of debt		73,093			(46,772	)	A		B
Billings in excess of costs incurred on uncompleted contracts		24,764			—
Product warranties		10,692			—
Accrued expenses and other liabilities		116,333			(1,147	)	A
Income tax payable		1,060			—

Non-current liabilities		886,853			79,524

Long-term debt		800,628			79,524		A		B
Product warranties		6,683			—
Other non-current liabilities		70,412			—
Deferred income taxes		9,130			—

Total liabilities		1,219,216			31,605



Commitments and Contingent Liabilities
Shareholders' equity
Common stock, par value $0.01: authorized 5,000 shares; issued 3,899 shares, outstanding 3,885 shares, historical; issued shares, outstanding shares, pro forma		39			—				C
Treasury stock: 14 shares at June 30, 2017		(2,209	)		—
Additional paid-in capital		389,384			—				C
Retained deficit		(181,067	)		(2,941	)	A
Accumulated other comprehensive loss, net of tax		(7,898	)		—

Total Evoqua Water Technologies Corp. equity		198,249			(2,941	)
Non-controlling interest		3,238			—

Total shareholders' equity		201,487			(2,941	)

Total liabilities and shareholders' equity	$	1,420,703		$	28,664			$		$

See the accompanying notes to the unaudited pro forma condensed consolidated balance sheet.

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Unaudited Pro Forma Combined Statement of Operations
For the Fiscal Year Ended September 30, 2016
(in thousands, except per share data)

	Historical Evoqua for the Fiscal Year Ended September 30, 2016			Historical Neptune- Benson October 1, 2015 Through April 15, 2016			Reclassification Adjustments (D)			Neptune- Benson Acquisition and NB Incremental Loans Adjustments				October 2016 and August 2017 Refinancing Adjustments				Offering and Use of Proceeds Adjustments				Pro Forma Combined

Revenue from product sales	$	587,087			—		$	34,193			—				—				—			$	621,280
Revenue from services		550,109			—			—			—				—				—				550,109
Net sales		—			34,193			(34,193	)		—				—				—				—

		1,137,196			34,193			—			—				—				—				1,171,389
Cost of product sales		(407,354	)		—			(14,764	)		—				—				—				(422,118	)
Cost of services		(396,777	)		—			—			—				—				—				(396,777	)
Cost of goods sold		—			(14,720	)		14,720			—				—				—				—

		(804,131	)		(14,720	)		(44	)		—				—				—				(818,895	)

Gross Profit		333,065			19,473			(44	)		—				—				—				352,494

Commission income		—			46			(46	)		—				—				—				—
Research and development expense		(22,897	)		—			—			—				—				—				(22,897	)
Sales and marketing expense		(135,208	)		—			(14,712	)		—				—				—				(149,920	)
Selling, general and administrative expenses		—			(24,520	)		24,520			—				—				—				—
General and administrative expenses		(144,771	)		—			(14,605	)		15,338		E, F, K		—				4,377		K		(139,661	)
Other operating income (expense), net		6,966			—			44			—				—				—				7,010
Interest expense		(42,518	)		(2,932	)		—			(3,297	)	G		(3,503	)	I		—		L		(52,250	)
Acquisition related expenses		—			(137	)		137			—				—				—				—
Management fees		—			(460	)		460			—				—				—				—
Intangible asset amortization expense		—			(4,094	)		4,094			—				—				—				—
Pension Benefit		—			(119	)		119			—				—				—				—
Foreign currency gain (loss)		—			(30	)		30			—				—				—				—
Other income (expense), net		—			(2	)		2			—				—				—				—

Income (loss) before income taxes		(5,363	)		(12,775	)		—			12,041				(3,503	)			4,377				(5,224	)
Income tax benefit (expense)		18,394			—			—			257		H		1,226		J		(1,532	)	M		18,345

Net income (loss)		13,031			(12,775	)		—			12,298				(2,277	)			2,845				13,121

Net income attributable to non-controlling interest		1,392			—			—			—				—				—				1,392

Net income (loss) attributable to Evoqua	$	11,639		$	(12,775	)		—		$	12,298			$	(2,277	)		$	2,845			$	11,729



Basic earnings (loss) per common share	$	3.03																			S	$	3.05
Diluted earnings (loss) per common share	$	2.97																			S	$	3.00

Weighted-average shares and equivalent shares outstanding:
Basic		3,845																			S		3,845
Diluted		3,915																			S		3,915

See the accompanying notes to the unaudited pro forma combined statement of operations.

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Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Nine Months Ended June 30, 2017
(in thousands, except per share data)

	Historical Evoqua Nine Months Ended June 30, 2017			October 2016 and August 2017 Refinancing Adjustments				Offering and Use of Proceeds Adjustments				Pro Forma Combined

Revenue from product sales and services	$	890,916			—				—			$	890,916
Cost of product sales and services		(614,088	)		—				—				(614,088	)

Gross Profit		276,828			—				—				276,828

Research and development expense		(15,684	)		—				—				(15,684	)
Sales and marketing expense		(108,729	)		—				—				(108,729	)
General and administrative expenses		(120,534	)		—				3,057		P		(117,477	)
Other operating income (expense), net		981			—				—				981
Interest expense		(39,117	)		1,324		N		—		Q		(37,793	)

Income (loss) before income taxes		(6,255	)		1,324				3,057				(1,874	)
Income tax benefit (expense)		(295	)		(463	)	O		(1,070	)	R		(1,828	)

Net income (loss)		(6,550	)		861				1,987				(3,702	)

Net income attributable to non-controlling interest		2,348			—				—				2,348

Net income (loss) attributable to Evoqua	$	(8,898	)	$	861			$	1,987			$	(6,050	)



Income (loss) per share:
Basic	$	(2.30	)								S	$	(1.56	)
Diluted	$	(2.30	)								S	$	(1.56	)

Weighted-average shares and equivalent shares outstanding:
Basic		3,875											3,875
Diluted		3,875											3,875

See the accompanying notes to the unaudited pro forma condensed consolidated statement of operations.

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Notes to the Unaudited Pro Forma Financial Information

Description of Transactions

On April 15, 2016, EWT Holdings III Corp., our wholly owned subsidiary, acquired 100% of privately held Neptune-Benson, a leading manufacturer of high-quality water filtration and disinfection products for the recreational, industrial and municipal water markets, for total consideration of $283.7 million, less cash received of $2.4 million, of which $185.0 million was funded through the entry into the NB Incremental Loans, $9.0 million was in the form of shares of the Company provided to the sellers, and the remaining was paid with available cash.

The following summarizes the aggregate consideration paid for Neptune-Benson (in thousands):


Cash consideration	$	274,754
Registrant shares issued		8,950

Total	$	283,704

We have accounted for the Neptune-Benson Acquisition under the acquisition method of accounting in accordance with the authoritative guidance on business combinations under the provisions of ASC 805. The major assets acquired and liabilities assumed from Neptune-Benson and their estimated acquisition date fair values are set forth below (in thousands):


Current assets	$	29,521
Property, plant and equipment		2,480
Goodwill		143,680
Other intangible assets		149,127
Other noncurrent assets		3,576

Total assets acquired	$	328,384
Total liabilities assumed		(44,680	)

Net assets acquired	$	283,704

On October 28, 2016, we entered into the October 2016 Refinancing, in which we increased the amount of our existing Term Loan Facility by borrowing $150.0 million of additional October 2016 Incremental Term Loans under the First Lien Facilities pursuant to an incremental amendment to the First Lien Credit Agreement. The net proceeds of the October 2016 Incremental Term Loans were used, among other things, to repay all amounts then-outstanding under the Second Lien Credit Agreement (the "Second Lien Repayment") and all loans then outstanding under the Revolving Credit Facility (without permanent reduction of commitments thereunder), to pay fees and expenses in connection with the transactions thereunder, and for working capital, capital expenditures and other general corporate purposes. We refer to the First Lien Facilities and, until the Second Lien Repayment, the Second Lien Facility, collectively as the "Senior Secured Credit Facilities." We also upsized commitments under our existing Revolving Credit Facility by $20.0 million to a total of $95.0 million.

On August 8, 2017, we entered into the August 2017 Refinancing, in which we increased the amount of our existing Term Loan Facility by borrowing $262.7 million of additional incremental term loans under the First Lien Facilities, pursuant to an incremental amendment to the credit agreement governing the existing Term Loan Facility. The net proceeds were used to repay all loans then outstanding under the NB Incremental Loans, $60.0 million of revolving credit loans then outstanding under the Revolving Credit Facility and to pay related fees and expenses, and for working capital, capital expenditures and other general corporate purposes.

The initial public offering of shares herein includes the sale of shares of common stock by us in this offering at the initial public offering price of $ per share, the midpoint of the price

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range set forth on the cover of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us and the application of the net proceeds received by us therefrom to repay outstanding indebtedness under the Term Loan Facility and any remainder for general corporate purposes.

Basis of Presentation

The unaudited pro forma financial information was derived from the application of pro forma adjustments to our audited consolidated financial statements and unaudited condensed consolidated financial statements. The unaudited pro forma condensed consolidated balance sheet as of June 30, 2017 gives effect to this offering of shares and the application of the net proceeds received by us therefrom, as if they had occurred on June 30, 2017. The unaudited pro forma combined statement of operations for the fiscal year ended September 30, 2016 and the unaudited condensed consolidated statement of operations for the nine months ended June 30, 2017 each give effect to the Transactions as if they had occurred on October 1, 2015. The unaudited pro forma combined and condensed consolidated financial information herein has been prepared to illustrate the effects of the Transactions in accordance with GAAP and pursuant to Article 11 of Regulation S-X.

The impact of the Neptune-Benson Acquisition and our entry into the NB Incremental Loans is reflected in our historical condensed consolidated balance sheet as of June 30, 2017 and in our historical condensed consolidated statement of operations for the nine months ended June 30, 2017. Accordingly, no corresponding pro forma adjustments have been made to the historical condensed consolidated balance sheet as of June 30, 2017 or the historical condensed consolidated statement of operations for the nine months ended June 30, 2017 for the Neptune-Benson Acquisition and the related financing.

The unaudited pro forma financial information is presented solely for informational purposes and is not necessarily indicative of the combined results of operations or financial position that might have been achieved as of and for the periods presented, nor is it necessarily indicative of the future results of the combined company. The unaudited pro forma financial information does not reflect any cost savings from future operating synergies or integration activities, if any, or any revenue, tax, or other synergies, if any, that could result from the Neptune-Benson Acquisition, nor does it reflect the completion of any of our other recent acquisitions during the periods presented.

The following table presents the calculation of the Neptune-Benson historical statement of income for the period from October 1, 2015 to April 15, 2016 (in thousands):

										Total

	October 1, 2015 - December 31, 2015			January 1, 2016 - March 31, 2016			April 1, 2016 - April 15, 2016			October 1, 2015 - April 15, 2016
Net sales	$	20,937		$	12,155		$	1,101		$	34,193
Cost of goods sold		(8,328	)		(5,306	)		(1,086	)		(14,720	)

Gross profit		12,609			6,849			15			19,473
Commission income		32			14			—			46
Selling, general and administrative expenses		(4,648	)		(3,651	)		(16,221	)		(24,520	)
Acquisition related expenses		—			—			(137	)		(137	)
Intangible asset amortization expense		(1,901	)		(1,901	)		(292	)		(4,094	)
Management fees		(222	)		(222	)		(16	)		(460	)
Pension benefit		(55	)		(56	)		(8	)		(119	)
Other income (expense):		6			(39	)		31			(2	)
Foreign currency gain (loss)		6			(33	)		(3	)		(30	)
Interest expense		(1,454	)		(1,189	)		(289	)		(2,932	)

Net income (loss)	$	4,373		$	(228	)	$	(16,920	)	$	(12,775	)

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Unaudited Pro Forma Condensed Consolidated Balance Sheet Adjustments

(A): We completed the August 2017 Refinancing on August 8, 2017. The net proceeds of $262.7 million were used to (a) repay the NB Incremental Loans, (b) repay $60.0 million of revolving credit loans outstanding under the Revolving Credit Facility at the time the August 2017 Refinancing was completed, (c) pay accrued interest on the NB Incremental Loans and Revolving Credit Facility and (d) pay fees and expenses in connection with the refinancing.

	As of June 30, 2017

	(in thousands)
Repayment of Revolving Credit Facility	$	(60,000	)
Incremental borrowings under the Revolving Credit Facility prior to August 2017 Refinancing		11,000	(a)
Repayment of NB Incremental Loans (current)		(1,850	)
New borrowings under the First Lien Term Facility (current)		4,078

Net adjustment to current portion of debt		(46,772	)
Payment of accrued interest		(1,147	)

Net adjustment to Accrued expenses and other liabilities		(1,147	)
New borrowings under the First Lien Term Facility (non-current)		258,610
Repayment of NB Incremental Loans (non-current)		(180,838	)
Write-off of deferred debt issuance costs due to partial extinguishment		1,752

Net adjustment to Long-term debt		79,524
Third party fees and costs paid and expensed as incurred		(1,189	)
Write-off of deferred debt issuance costs due to partial extinguishment		(1,752	)

Net adjustment to retained deficit		(2,941	)
Cash on balance sheet to be used for other general corporate purposes		28,664

Net adjustment to cash and cash equivalents	$	28,664

(a): As of June 30, 2017, we had $60.0 million of revolving credit loans outstanding under the Revolving Credit Facility. Prior to the August 2017 Refinancing, we borrowed an additional $11.0 million under the Revolving Credit Facility in the normal course of business.

(B): We estimate that the net proceeds to us from our sale of shares in this offering will be approximately $ million, based on the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

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We intend to use the net proceeds received by us in this offering to repay approximately $ million of indebtedness plus accrued and unpaid interest and premium under the Term Loan Facility and any remainder for general corporate purposes.


Offering price per share		$
Shares of common stock issued by us in this offering

Gross proceeds
Less: underwriting discounts and commissions and offering expenses

Net cash proceeds received by us in this offering

Repayment of debt

Net impact to cash & cash equivalents		$

(C): Reflects the reclassification of equity as a result of the anticipated post-offering capital structure. As of the closing date of this offering, the shareholders' equity will reflect the issuance of common stock to the public and will reflect the $0.01 par value of million outstanding shares of common stock.

Unaudited Pro Forma Combined Statement of Operations for the Fiscal Year Ended September 30, 2016

(D): Certain reclassification adjustments have been made to the Neptune-Benson historical financial statements to conform to the Company's presentation (in thousands):

Amount		Reclassification description

$	34,193	From "Net sales" to "Revenue from product sales"
	14,720	From "Cost of goods sold" to Cost of product sales"
	44	From "Pension Benefit" to "Cost of product sales"
	14,712	From "Selling, general and administrative expenses" to "Sales and marketing expense"
	9,809	From "Selling, general and administrative expenses" to "General and administrative expenses"
	137	From "Acquisition related expenses" to "General and administrative expenses"
	460	From "Management fees" to "General and administrative expenses"
	4,094	From "Intangible asset amortization expense" to "General and administrative expenses"
	75	From "Pension Benefit" to "General and administrative expenses"
	30	From "Foreign currency (gain) loss" to "General and administrative expenses"
	2	From "Other income (expense), net" to "Other operating income"
	46	From "Commission income" to "Other operating income"

(E): Represents the elimination of historical Neptune-Benson intangible asset amortization expense for the period from October 1, 2015 through April 15, 2016 of $4.1 million and the recognition of pro

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forma intangible asset amortization expense for the same period of $4.5 million on the portion of the purchase price allocated to definite-lived intangible assets as follows (in thousands):

	Preliminary Fair Value			Annual Amortization Expense

Trade Name	$	10,760	15	$	717
Technology		8,230	10		823
Non Compete		200	1		200
Customer Relationships		129,930	20		6,497
Favorable Lease		7	5		1

Total	$	149,127		$	8,238



Calculated amortization 10/1/15 to 4/15/16					4,462
Less: Historical amortization for period from 10/1/15 - 4/15/16					4,094

Net adjustment to general and administrative expenses				$	368

Amortization expense has been calculated using the straight-line method over the estimated useful life.

(F): Reflects the elimination of $15.2 million of direct, incremental transaction costs incurred by us and Neptune-Benson related to the Neptune-Benson Acquisition that are reflected in the historical statement of operations. The impact of these direct, incremental transaction costs already incurred have been eliminated in the unaudited pro forma combined statement of operations because these costs are nonrecurring in nature. These charges include financial advisory fees, legal, accounting and other professional fees incurred by us and Neptune-Benson that are directly related to the Neptune-Benson Acquisition.
(G): We borrowed an additional $185.0 million to finance the Neptune-Benson Acquisition, including the repayment of Neptune-Benson historical outstanding indebtedness. This adjustment represents the net incremental interest expense of $3.3 million for the period from October 1, 2015 to April 15, 2016 based on a variable rate subject to a 1% floor plus a 4.5% spread (5.5% as of September 30, 2016). If the interest rate differed from the rates used in the pro forma interest expense by 0.125% for the fiscal year ended September 30, 2016, interest expense would have increased or decreased by approximately $0.2 million for the fiscal year ended September 30, 2016.

The following summarizes the pro forma adjustment for interest expense (in thousands):

	For the Period From October 1, 2015 Through April 15, 2016

Elimination of historical Neptune-Benson interest expense on debt repaid upon the Neptune-Benson Acquisition	$	(2,932	)
Interest expense related to the NB Incremental Loans		5,511
Amortization of deferred financing costs and debt discount related to the NB Incremental Loans		718

Net adjustment to interest expense	$	3,297

(H): Represents the income tax effect for the unaudited pro forma combined statement of operations adjustments related to the Neptune-Benson Acquisition and our entry into the NB Incremental Loans calculated using the United Stated federal statutory tax rate of 35%. Because the adjustments contained in this unaudited pro forma combined financial information are based on estimates, the effective tax rate will likely vary from the effective rate in periods subsequent to the Neptune-Benson Acquisition.

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As Neptune-Benson was historically a pass-through entity for tax purposes, the pro forma adjustment herein includes application of the U.S. federal statutory tax rate of 35% to the historical net loss of Neptune-Benson, resulting in a tax benefit of $4.5 million for the period from October 1, 2015 through April 15, 2016 for pro forma purposes. See the table below for a break out of the adjustment due to the historical tax structure of Neptune-Benson and due to the Neptune-Benson Acquisition and NB Incremental Loans adjustments (in thousands):


Historical Neptune-Benson net loss	$	(12,775	)
U.S. federal statutory tax rate		35	%

Pro forma income tax benefit		(4,471	)
Neptune-Benson Acquisition and NB Incremental Loan adjustments		12,041
U.S. federal statutory tax rate		35	%

Pro forma income tax expense		4,214

Net income tax provision adjustment	$	(257	)

(I): We completed the October 2016 Refinancing on October 28, 2016. The net proceeds of $150.0 million were used to repay $33.0 million outstanding on the Revolving Credit Facility, as well as to extinguish the $75.0 million Second Lien Facility. Subsequently, we also completed the August 2017 Refinancing on August 8, 2017. The net proceeds of $262.7 million were used to repay the $182.7 million remaining on the NB Incremental Loans and $60.0 million of revolving credit loans outstanding on the Revolving Credit Facility at the time the August 2017 Refinancing was completed.

The net adjustment represents incremental interest expense of $3.5 million based on the applicable interest rates for each tranche of debt repaid or issued in the October 2016 Refinancing and the August 2017 Refinancing, plus the incremental interest expense related to deferred refinancing costs incurred and the impact of commitment fees owed on the upsized Revolving Credit Facility, in accordance with the terms of the credit agreement. If the interest rate differed from the rates used in the pro forma interest expense by 0.125% for the fiscal year ended September 30, 2016, interest expense would have increased or decreased by approximately $0.5 million for the fiscal year ended September 30, 2016.

	For the Fiscal Year Ended September 30, 2016

	(in thousands)
Elimination of interest expense on Second Lien Facility		(6,862	)
Elimination of interest expense on NB Incremental Loans		(10,253	)(a)
Elimination of interest expense on Revolving Credit Facility		(384	)
Interest expense related to new indebtedness incurred under the October 2016 Refinancing		7,125
Interest expense related to new indebtedness incurred under the August 2017 Refinancing		12,478
Interest expense on incremental borrowings under the Revolving Credit Facility prior to the August 2017 Refinancing		513
Deferred refinancing cost, debt discount amortization expense and commitment fee costs related to the new indebtedness incurred under the October 2016 Refinancing and August 2017 Refinancing		886

Net adjustment to interest expense	$	3,503

(a): The elimination of interest expense on the NB Incremental Loans consisted of $5.5 million of pro forma interest expense (see footnote G) and $4.7 million of historical interest expense incurred for the period of April 16, 2016 through September 30, 2016.

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(J): Represents the income tax effect of the pro forma adjustments related to the October 2016 Refinancing and August 2017 Refinancing calculated using the U.S. federal statutory tax rate of 35%. Because the adjustments contained in this unaudited pro forma combined financial information are based on estimates, the effective tax rate will likely vary from the effective rate in subsequent periods.
(K): Included in Neptune-Benson's consolidated results for the period from October 1, 2015 through April 15, 2016 are fees incurred by Neptune-Benson under a management services agreement with the majority investor in Neptune-Benson's former parent entity. This agreement was terminated upon the consummation of the Neptune-Benson Acquisition. The adjustment eliminates the fees recognized in Neptune-Benson's unaudited historical financial data. The adjustment to general and administrative expenses was $0.5 million for the period from October 1, 2015 through April 15, 2016.

Included in our consolidated results are fees incurred by us under the management agreement with AEA. This agreement will terminate pursuant to its terms upon the consummation of this offering. The adjustment eliminates the amount of fees recognized in our historical consolidated financial statements. The adjustment to general and administrative expenses was $4.4 million for the fiscal year ended September 30, 2016. See "Certain Relationships and Related Party Transactions" and Note 18 to our audited financial statements included elsewhere in this prospectus for further detail.

(L): This adjustment represents reduction of interest expense related to this offering and the use of proceeds therefrom for the fiscal year ended September 30, 2016. We intend to use the net proceeds received by us in this offering to repay approximately $ million of indebtedness plus accrued and unpaid interest and premium under the Term Loan Facility and any remainder for general corporate purposes.
(M): Represents the income tax effect for the unaudited pro forma combined statement of operations adjustments related to this offering and use of proceeds therefrom calculated using the U.S. federal statutory tax rate of 35%. Because the adjustments contained in this unaudited pro forma combined financial information are based on estimates, the effective tax rate will likely vary from the effective rate in periods subsequent to this offering and use of proceeds.

Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Nine Months Ended June 30, 2017

(N): This adjustment represents a net reduction of interest expense of $1.3 million resulting from the October 2016 Refinancing for the period from October 1, 2016 to October 28, 2016 and the August 2017 Refinancing based on the applicable interest rates for each tranche of debt repaid or issued in the October 2016 Refinancing and the August 2017 Refinancing, plus the incremental interest expense related to deferred refinancing costs incurred and the impact of commitment fees owed on the unused portion of the upsized Revolving Credit Facility, in accordance with the terms of the credit agreement. If the interest rate differed from the rates used in the pro forma interest

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expense by 0.125% for the six months ended June 30, 2017, any change in interest expense would have been $0.3 million.

	For the Period From October 1, 2016 Through June 30, 2017

	(in thousands)
Elimination of interest expense on Second Lien Facility		(3,545	)
Elimination of interest expense on NB Incremental Loans		(7,726	)
Elimination of interest expense on Revolving Credit Facility		(181	)
Interest expense related to new indebtedness incurred under the October 2016 Refinancing		547
Interest expense related to new indebtedness incurred under the August 2017 Refinancing		9,359
Interest expense on incremental borrowings under the Revolving Credit Facility prior to the August 2017 Refinancing		536
Deferred refinancing cost, debt discount amortization expense and commitment fee costs related to the new indebtedness incurred under the October 2016 Refinancing and August 2017 Refinancing		(314	)

Net adjustment to interest expense	$	(1,324	)

(O): Represents the income tax effect of the pro forma adjustments related to the October 2016 Refinancing and the August 2017 Refinancing calculated using the U.S. federal statutory tax rate of 35%. Because the adjustments contained in this unaudited pro forma condensed consolidated statement of operations are based on estimates, the effective tax rate will likely vary from the effective rate in subsequent periods.
(P): Included in our consolidated results are fees incurred by us under the management agreement with AEA. This agreement will terminate pursuant to its terms upon the consummation of this offering. The adjustment eliminates the amount of fees recognized in our historical consolidated results. The adjustment to general and administrative expenses was $3.1 million for the nine months ended June 30, 2017. See "Certain Relationships and Related Party Transactions" and Note 18 to our audited financial statements included elsewhere in this prospectus for further detail.
(Q): This adjustment represents reduction of interest expense related to this offering and the use of proceeds therefrom for the nine months ended June 30, 2017. We intend to use the net proceeds received by us in this offering to repay approximately $ million of indebtedness plus accrued and unpaid interest and premium under the Term Loan Facility and any remainder for general corporate purposes.
(R): Represents the income tax effect for the unaudited pro forma condensed consolidated statement of operations adjustments related to this offering and use of proceeds therefrom calculated using the U.S. federal statutory tax rate of 35%. Because the adjustments contained in this unaudited pro forma condensed consolidated statement of operations are based on estimates, the effective tax rate will likely vary from the effective rate in periods subsequent to this offering and use of proceeds.

Pro Forma Earnings (Loss) Per Share Attributable to Common Stockholders

(S): Pro forma basic earnings (loss) per common share attributable to common stockholders has been calculated based on the number of shares assumed to be outstanding, assuming such shares were outstanding for the full period presented. The following table sets forth the computation of

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unaudited pro forma basic and diluted earnings (loss) per share attributable to common stockholders (in thousands except per share data):

For the nine months ended June 30, 2017:

		Nine Months Ended June 30, 2017

Pro forma net income (loss) attributable to Evoqua		$
Historical weighted average shares of common stock outstanding—basic and diluted
Pro forma adjustment to reflect the assumed issuance of common stock

Weighted average shares of common stock outstanding used in computing the pro forma net income (loss) per share—basic and diluted

Pro forma net income (loss) per share—basic and diluted		$

For the annual period ended September 30, 2016:

		Fiscal Year Ended September 30, 2016

Pro forma net income (loss) attributable to Evoqua		$
Historical weighted average shares of common stock outstanding—basic
Pro forma adjustment to reflect the assumed issuance of common stock

Weighted average shares of common stock outstanding used in computing the pro forma net income (loss) per share—basic

Pro forma net income (loss) per share—basic		$

		Fiscal Year Ended September 30, 2016

Pro forma net income (loss) attributable to Evoqua		$
Historical weighted average shares of common stock outstanding—diluted
Pro forma adjustment to reflect the assumed issuance of common stock

Weighted average shares of common stock outstanding used in computing the pro forma net income (loss) per share—diluted

Pro forma net income (loss) per share—diluted		$

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

Our selected historical consolidated balance sheet data presented below as of September 30, 2015 and 2016 and our selected historical consolidated statements of operations and cash flow data presented below for the period from October 1, 2013 through January 15, 2014 and the period from January 16, 2014 through September 30, 2014 (each as described below) and for each of the fiscal years ended September 30, 2015 and 2016 has been derived from our audited consolidated financial statements included elsewhere in this prospectus. Our selected historical consolidated balance sheet data presented below as of January 15, 2014 and September 30, 2014 has been derived from our unaudited financial information and our audited consolidated financial statements, respectively, not included in this prospectus. Our selected historical consolidated balance sheet, statement of operations and cash flow data presented below as of and for the fiscal year ended September 30, 2013 has been derived from our audited consolidated financial statements not included in this prospectus. Our selected historical consolidated balance sheet, statement of operations and cash flow data presented below as of and for the fiscal year ended September 30, 2012 has been derived from our unaudited consolidated financial information not included in this prospectus. The consolidated financial data of our Predecessor as of and for the fiscal years ended September 30, 2012 and 2013 and as of January 15, 2014 and for the period from October 1, 2013 to January 15, 2014 was prepared on a "carve-out" basis for the purpose of presenting our historical financial position, results of operations and cash flows. Because the Predecessor represents a portion of the Siemens' business, the selected financial data presented for these periods is not necessarily indicative of our current or future performance and does not reflect what our performance would have been had we operated as a separate stand-alone entity during these periods.

Our selected historical consolidated financial data presented below as of June 30, 2017 and for the nine months ended June 30, 2016 and 2017 has been derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. Our selected historical consolidated financial data presented below as of June 30, 2016 has been derived from our unaudited condensed consolidated financial statements not included in this prospectus. The unaudited condensed consolidated financial statements were prepared on a basis consistent with that used in preparing our audited consolidated financial statements and include all adjustments, consisting of normal and recurring items, that we consider necessary for a fair presentation of our financial position and results of operations for the unaudited periods.

On January 15, 2014, Evoqua Water Technologies Corp. acquired, through its wholly-owned entities, EWT Holdings II Corp. and EWT Holdings III Corp., all of the capital stock of the Predecessor. As a result of the AEA Acquisition and resulting change in control and changes due to the impact of purchase accounting, we are required to present separately the operating results for the Predecessor and Successor. We refer to the period from October 1, 2013 through January 15, 2014 as "Predecessor Period 2014," and the consolidated financial statements for that period include the accounts of the Predecessor. We refer to the period from January 16, 2014 through September 30, 2014 as "Successor Period 2014," and the consolidated financial statements for that period include the accounts of the Successor. The Successor was incorporated on October 7, 2013. From October 7, 2013 to January 15, 2014, the Successor had no activities other than the incurrence of transaction costs related to the AEA Acquisition, which are included in the Successor Period 2014. Consequently, Successor Period 2014, fiscal 2015 and fiscal 2016 may not be comparable to Predecessor Period 2014.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. The selected historical consolidated financial data presented below should be read in conjunction with "Capitalization," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business" and our consolidated financial statements and related notes included elsewhere in this prospectus.

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	Predecessor									Successor
	Fiscal Years Ended September 30,						October 1, 2013 Through January 15, 2014			January 16, 2014 Through September 30, 2014			Fiscal Years Ended September 30,						Nine Months Ended June 30,
	2012			2013			October 1, 2013 Through January 15, 2014			January 16, 2014 Through September 30, 2014			2015			2016			2016			2017
	(unaudited)																		(unaudited)
	(in thousands, except per share data)
Statement of Operations Data:
Revenue from product sales and services	$	1,368,601		$	1,185,161		$	306,314		$	791,154		$	1,060,966		$	1,137,196		$	817,788		$	890,916
Costs of product sales and services		(1,096,003	)		(952,481	)		(228,227	)		(700,245	)		(768,549	)		(804,131	)		(575,234	)		(614,088	)

Gross profit		272,598			232,680			78,087			90,909			292,417			333,065			242,554			276,828
Research and development expense		(32,410	)		(28,091	)		(6,728	)		(18,829	)		(25,909	)		(22,897	)		(17,469	)		(15,684	)
Sales and marketing expense		(170,726	)		(148,948	)		(38,479	)		(90,947	)		(124,429	)		(135,208	)		(97,078	)		(108,729	)
General and administrative expense		(46,475	)		(17,641	)		(35,652	)		(104,122	)		(147,663	)		(144,771	)		(108,496	)		(120,534	)
Parent corporate headquarter costs allocation		—			(32,607	)		—			—			—			—			—			—
Other operating income (expense), net		2,969			(629	)		(1,198	)		(522	)		74			6,966			2,404			981
Interest expense		—			—			(23	)		(23,994	)		(34,060	)		(42,518	)		(29,467	)		(39,117	)
Equity income of non-consolidated affiliate(1)		1,898			1,805			518			1,283			1,424			—			—			—

Income (loss) before income taxes		27,854			6,569			(3,475	)		(146,222	)		(38,146	)		(5,363	)		(7,552	)		(6,255	)

Income tax benefit (expense)		—			(6,508	)		1,173			48,465			(47,905	)		18,394			20,419			(295	)

Net income (loss)		27,854			61			(2,302	)		(97,757	)		(86,051	)		13,031			12,867			(6,550	)

Net income attributable to non-controlling interest		—			—			—			—			—			1,392			1,055			2,348

Net income (loss) attributable to the Company	$	27,854		$	61		$	(2,302	)	$	(97,757	)	$	(86,051	)	$	11,639		$	11,812		$	(8,898	)



Weighted average shares outstanding
Basic											3,745			3,775			3,845			3,836			3,875
Diluted											3,745			3,775			3,915			3,867			3,875
Earnings (loss) per share
Basic										$	(26.10	)	$	(22.79	)	$	3.03		$	3.08		$	(2.30	)
Diluted										$	(26.10	)	$	(22.79	)	$	2.97		$	3.05		$	(2.30	)
Cash Flow Data:
Net cash provided by (used in) operating activities	$	91,844		$	105,961		$	45,577		$	37,478		$	41,944		$	31,919		$	10,655		$	15,793
Net cash provided by (used in) investing activities		(47,603	)		(22,609	)		(7,524	)		(762,087	)		(46,866	)		(344,610	)		(331,227	)		(117,266	)
Net cash provided by (used in) financing activities		—			(43,470	)		89,901			911,444			(6,263	)		191,389			199,067			104,449
Effect of exchange rate changes on cash		—			(25	)		(243	)		(1,399	)		(5,225	)		2,637			369			680

Change in cash and cash equivalents(2)	$	44,241		$	39,857		$	127,711		$	185,436		$	(16,410	)	$	(118,665	)	$	(121,136	)	$	3,656



Balance Sheet Data (as of end of period):
Cash and cash equivalents(2)		—		$	39,857		$	167,568		$	177,887		$	169,027		$	50,362		$	47,891		$	54,018
Property, plant, and equipment, net(3)		194,828			212,627			209,345			222,163			235,828			256,765			250,090			271,830
Other assets(4)		549,537			876,035			840,467			734,990			635,016			989,104			983,403			1,094,855

Total assets	$	744,365		$	1,128,519		$	1,217,380		$	1,135,040		$	1,039,871		$	1,296,231		$	1,281,384		$	1,420,703



Long-term debt		—			—			—		$	553,506		$	547,032		$	728,132		$	735,022		$	800,628
Other liabilities		293,802			416,309			417,886			326,121			318,479			364,164			335,454			418,588

Total liabilities		293,802			416,309			417,886			879,627			865,511			1,092,296			1,070,476			1,219,216
Net parent investment		450,563			712,210			799,494			—			—			—			—			—
Total shareholders' equity		—			—			—		$	255,413		$	174,360		$	203,935		$	210,908		$	201,487

Total liabilities and shareholders' equity	$	744,365		$	1,128,519		$	1,217,380		$	1,135,040		$	1,039,871		$	1,296,231		$	1,281,384		$	1,420,703

(1): We hold a 50% partnership interest in "TWO", which, for the fiscal years ended September 30, 2014 and 2015, we accounted for under the equity method and did not consolidate, as we did not have a controlling financial interest based on the shared powers of both joint venture partners to direct the activities that most significantly impact TWO's financial performance. On October 1, 2015, a change occurred in the partnership structure of TWO such that we are now obligated to absorb all risk of loss up to 100% of the joint venture partner's equity. As such, the accounting for our 50% interest changed from equity method investment to full consolidation as a variable interest entity under ASC 810.
(2): For fiscal 2012, the selected financial data reflects net cash from operations but the balance sheet data reflects zero cash balance because of the Predecessor's centralized cash positions.
(3): In fiscal 2012, land and buildings representing $54.8 million was recorded on the real estate division of Siemens and was transferred in fiscal 2013 to Predecessor.
(4): Other assets in fiscal 2013 includes $271.2 million of goodwill, which had been identifiable to Predecessor but was recorded at a higher level within Siemens. Fiscal 2012 does not include goodwill.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the sections titled "Selected Historical Consolidated Financial Data" and "Unaudited Pro Forma Financial Information," and our consolidated financial statements and related notes and other information included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed in the sections titled "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" included elsewhere in this prospectus. Unless otherwise specified, all dollar amounts in this section are referred to in thousands.

Overview and Background

We are a leading provider of mission critical water treatment solutions, offering services, systems and technologies to support our customers' full water lifecycle needs. With over 200,000 installations worldwide, we hold leading positions in the industrial, commercial and municipal water treatment markets in North America. We offer a comprehensive portfolio of differentiated, proprietary technology solutions sold under a number of market-leading and well-established brands. We deliver and maintain these mission critical solutions through the largest service network in North America assuring our customers continuous uptime with 86 branches which are located no further than a two-hour drive from more than 90% of our customers' sites. We believe that the customer intimacy created through our service network is a significant competitive advantage.

Our vision "to be the world's first choice in water solutions" and our values of "integrity, customers and performance" foster a corporate culture that is focused on employee enablement, empowerment and accountability, which creates a highly entrepreneurial and dynamic work environment. Our purpose is "Transforming water. Enriching life." We draw from a long legacy of water treatment innovations and industry firsts, supported by more than 1,250 granted or pending patents, which in aggregate are important to our business. Our core technologies are primarily focused on removing impurities from water, rather than neutralizing them through the addition of chemicals, and we are able to achieve purification levels which are 1,000 times greater than typical drinking water.

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related to the AEA Acquisition, which are included in the Successor Period 2014. Consequently, Successor Period 2014, fiscal 2015 and fiscal 2016 may not be comparable to Predecessor Period 2014.

Business Segments

Our business is organized by customer base and offerings into three reportable segments that each draw from the same reservoir of leading technologies, shared manufacturing infrastructure, common business processes and corporate philosophies. Our reportable segments consist of: (i) our Industrial Segment, (ii) our Municipal Segment and (iii) our Products Segment. The key factors used to identify these reportable segments are the organization and alignment of our internal operations, the nature of the products and services and customer type.

•: Within the Industrial Segment, we primarily provide tailored solutions in collaboration with our customers backed by life-cycle services including on-demand water, BOO, recycle and reuse and emergency response service alternatives to improve operational reliability, performance and environmental compliance.
•: Within the Municipal Segment, we primarily deliver solutions, equipment and services to engineering firms, OEMs and municipalities to treat wastewater and purify drinking water.
•: Within the Products Segment, we provide a highly differentiated and scalable range of products and technologies specified by global water treatment designers, OEMs, engineering firms and integrators.

We evaluate our business segments' operating results based on income from operations and EBITDA on a segment basis. Corporate activities include general corporate expenses, elimination of intersegment transactions, interest income and expense and other unallocated charges, which have not been allocated to business segments. As such, the segment results provided herein may not be comparable to other companies.

For the fiscal years ended September 30, 2014 (on a combined Predecessor Period 2014 and Successor Period 2014 basis), 2015 and 2016, our Industrial Segment accounted for 55.7%, 53.6% and 53.1% of our revenues, respectively; our Municipal Segment accounted for 23.5%, 25.8% and 24.4% of our revenues, respectively; and our Products Segment accounted for 20.8%, 20.6% and 22.5% of revenues, respectively.

Organic Growth Drivers

Market Growth

We maintain a leading position among customers in growing industries that utilize water as a critical part of their operations or production processes, including pharmaceuticals and health sciences, microelectronics, food and beverage, hydrocarbon and chemical processing, power, general manufacturing, municipal drinking and wastewater, marine and aquatics. Water treatment is an essential, non-discretionary market that is growing in importance as access to clean water has become an international priority. Underpinning this growth are a number of global, long-term trends that have resulted in increasingly stringent effluent regulations, along with a growing demand for cleaner and sustainable waste streams for reuse. These trends include the growing global population, increasing levels of urbanization and continued global economic growth, and we have seen these trends manifest themselves within our various end markets creating multiple avenues of growth. For example, within the industrial market, water is an integral and meaningful component in the production of a wide-range of goods spanning from consumer electronics to automobiles.

Our Existing Customer Base

We believe our strong brands, leading position in highly fragmented markets, scalable and global offerings, leading installed base and unique ability to provide complete treatment solutions will enable

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us to capture a larger share of our existing customers' water treatment spend while expanding with existing and new customers into adjacent end-markets and underpenetrated regions, including by investing in our sales force and cross-selling to existing customers. We are uniquely positioned to further penetrate our core markets, with over 200,000 installations across over 38,000 global customers. We maintain a customer-intimate business model with strong brand value and provide solutions-focused offerings capable of serving a customer's full lifecycle water treatment needs, both in current and new geographic regions.

Our Service Model

We selectively target high value projects with opportunities for recurring business through service, parts and other aftermarket opportunities over the lifecycle of the process or capital equipment. In particular, we have developed a pipeline of smart, internet-connected monitoring technologies through the deployment of our Water One smart water platform that provides us with an increasing ability to handle our customers' complete water needs through on-demand water management, predictive maintenance and service response planning. Water One also enables us to transition our customers to more accurate pricing models based on usage, which otherwise would not have been possible without technological advancement. Our technology solutions provide customers with increased stability and predictability in water-related costs, while enabling us to optimize our service route network and on demand offerings through predictive analytics, which we believe will result in market share gains, improved service levels, increased barriers to entry and reduced costs.

Product and Technology Development

We develop our technologies through in-house research, development and engineering and targeted tuck-in, technology-enhancing and geography-expanding acquisitions. We have a reservoir of recently launched technologies and a strong pipeline of new offerings designed to provide customers with innovative, value-enhancing solutions. Furthermore, we have successfully completed eight technology-enhancing and geography-expanding acquisitions since April 2016 to add new capabilities and cross-selling opportunities in areas such as electrochemical and electrochlorination cells, regenerative media filtration, anodes, UV disinfection and aerobic and anaerobic biological treatment technologies. We are able to rapidly scale new technologies using our leading direct and third-party sales channels and our relationships with key influencers, including municipal representatives, engineering firms, designers and other system specifiers. We believe our continued investment in driving penetration of our recently launched technologies, robust pipeline of new capabilities and best-in-class channels to market will allow us to continue to address our customer needs across the water lifecycle.

Operational Excellence

We believe that continuous improvement of our operations, processes and organizational structure is a key driver of our earnings growth. Since fiscal 2014, we have realigned our organizational structure, achieved significant cost savings through operational efficiencies and revitalized our culture, which has energized our workforce and reduced employee turnover. We have identified and are pursuing a number of discrete initiatives which, if successful, we expect could result in additional cost savings over the next three years. These initiatives include our ePro and supply chain improvement programs to consolidate and manage global spending, our improved logistics and transportation management program, further optimizing our engineering cost structure, capturing benefits of our Water One remote system monitoring and data analytics offerings. We refer to these initiatives as "Value Creators" as these improvements focus on creating value for customers through reduced leadtimes, improved quality and superior customer support, while also creating value for stockholders through enhanced earnings growth. Furthermore, as a result of significant investments we have made in our footprint and facilities, we have capacity to support our planned growth without commensurate increase in fixed costs.

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Acquisitions

We believe that tuck-in acquisitions present a key opportunity within our overall growth strategy, which we will continue to evaluate strategically. These strategic acquisitions will enable us to accelerate our growth in our current addressable market, as well as in new geographies and new end market verticals. Our existing customer relationships, best-in-class channels to market and ability to rapidly commercialize technologies provide a strong platform to drive rapid growth in the businesses we acquire. To capitalize on these opportunities, we have built an experienced team dedicated to mergers and acquisitions that has successfully completed eight technology-enhancing and geography-expanding acquisitions since April 2016, with purchase prices ranging from approximately $3.3 million to approximately $283.7 million, and pre-acquisition revenues ranging from approximately $3.1 million to approximately $55.7 million. We will continue to actively evaluate acquisition opportunities that are consistent with our business strategy and financial model, and, although we may not be able to continue to identify suitable acquisition targets and implement our growth strategy, we currently have a pipeline which includes more than 60 potential targets, which has been developed proactively by our team as well as informed by our customer base. Our acquisitions include:

•: Magneto —On April 11, 2016, we completed the acquisition of 100% of the issued and outstanding capital stock of privately held Magneto, a leader in the development and manufacture of anodes for the electrochemical industry and refurbishment of electrochlorination cells for seawater electrolysis for €23.6 million (or approximately $26.7 million). Magneto is included in the results of our Products Segment.
•: Neptune-Benson— On April 15, 2016, we completed the acquisition of 100% of the issued and outstanding capital stock of privately held Neptune-Benson, a leading manufacturer of high-quality water filtration and disinfection products for the commercial, industrial and municipal water markets for $283.7 million. Neptune-Benson is included in the results of our Products Segment.
•: VAF —On July 1, 2016, we completed the acquisition of substantially all of the assets of VAF for approximately $3.3 million, consisting of $2.7 million cash at closing and $0.6 million related to a $1.0 million maximum earnout payment subject to various performance metrics over the next five years. VAF is a leading screen filtration manufacturer based in Arvada, Colorado. VAF is included in the results of our Products Segment.
•: Delta UV— On August 3, 2016, we completed the acquisition of 100% of the issued and outstanding capital stock of Delta UV, a leading manufacturer and marketer of UV-C technology in North America for $4.8 million. Delta UV is included in the results of our Products Segment.
•: ETS —On November 1, 2016, we completed the acquisition of substantially all of the assets of ETS, which adds organic wastewater treatment capability to our industrial treatment solutions, for $10.7 million. ETS further allows us to insource manufacturing of dissolved air flotation units, the production of which we previously outsourced. ETS is included in the results of our Industrial Segment.
•: Noble —On May 9, 2017, we completed the acquisition of substantially all of the assets of Noble, which provides water equipment and treatment systems for commercial buildings, industrial plants, medical laboratories and the pharmaceutical industry, with a focus on the Texas market, for $7.6 million, consisting of $5.9 million cash paid at closing and $1.7 million related to a $2.4 million maximum earnout payment subject to various performance metrics measured at the end of the 12 month period following closing. Noble supports our existing high-purity water capabilities and is based in Dallas, Texas. Noble will be included in the results of our Industrial Segment going forward.
•: ADI —On June 30, 2017, we completed the acquisition of ADI, a leader in anaerobic digestion, aerobic treatment and biogas treatment, green energy recovery and water reuse technologies, as

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well as industrial wastewater cover liners and containment systems for a base purchase price of CAD 71.4 million (or approximately $54.9 million), of which CAD 67.3 million ($51.8 million) in cash was paid at closing and included the fair value of the earnout payments of CAD 4.1 million ($3.1 million). The maximum earnout payment of CAD 7.5 million (or approximately $5.7 million), is payable over a period of twenty-four months based upon the achievement of certain specified performance metrics. ADI will be included in the results of our Industrial Segment going forward.

•: Olson— On June 30, 2017, we completed the acquisition of all of the issued and outstanding shares of capital stock of privately held Olson, a leading designer and producer of filters and irrigation components for the agriculture and industrial markets, for $9.0 million. Olson will be included in the results of our Products Segment going forward.

Key Factors and Trends Affecting Our Business and Financial Statements

Various trends and other factors affect or have affected our operating results, including:

Overall economic trends. The overall economic environment and related changes in industrial, commercial and municipal spending impact our business. In general, positive conditions in the broader economy promote industrial, commercial and municipal customer spending, while economic weakness results in a reduction of new industrial, commercial and municipal project activity. Macroeconomic factors that can affect customer spending patterns, and thereby our results of operations, include population growth, total water consumption, municipal budgets, employment rates, business conditions, the availability of credit or capital, interest rates, tax rates and regulatory changes. Since the businesses of our customers vary in cyclicality, periodic downturns in any specific sector typically have modest impacts on our overall business.

New products and technologies. Our ability to maintain our appeal to existing customers and attract new customers depends on our ability to originate, develop and offer a compelling array of products, services and solutions responsive to evolving customer innovations, preferences and specifications. We expect that increased use of water in industrial and commercial processes will drive increased customer demand in the future, and our ability to grow will depend in part on effectively responding to innovation in our customers' processes and systems. Further, our ability to provide products that comply with evolving government regulations will also be a driver of the appeal of our products, services and solutions to industrial and commercial customers.

Changes in costs. We have significant exposures to certain commodities, including steel, caustic, carbon, calcium nitrate and iridium, and volatility in the market price of these commodity input materials has a direct impact on our costs. If we are unable to manage commodity fluctuations through pricing actions, cost savings projects and sourcing decisions as well as through consistent productivity improvements, it may adversely impact our gross profit and gross margin. Further, additional potential acquisitions and international expansion will place increased demands on our operational, managerial, administrative and other resources. Managing our growth effectively will require us to continue to enhance our management systems, financial and management controls and information systems. We will also be required to hire, train and retain operational and sales personnel, which affects our operating margins.

Government policies. Decaying water systems in the United States will require critical drinking water and wastewater repairs, often led by municipal governments. Further, as U.S. states increase regulation on existing and emerging contaminants, we expect that our customers will increasingly require sustainable solutions to their water-related needs. In general, increased infrastructure investment and more stringent municipal, state and federal regulations promote increased spending on our products, services and solutions, while a slowdown in investment in public infrastructure or the

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elimination of key environmental regulations could result in lower industrial and municipal spending on water systems and products.

Availability of water. In general, we expect demand for our products and services to increase as the availability of clean water from public sources decreases. Secular trends that will drive demand for water across a multitude of industrial, commercial and municipal applications include global population growth, urbanization, industrialization and overall economic growth. In addition, the supply of clean water could be adversely impacted by factors including an aging water infrastructure within North America and increased levels of water stress from seasonal rainfall, inadequate water storage options or treatment technologies. Because water is a critical component and byproduct of many processes, including in manufacturing and product development, we expect that, as global consumption patterns evolve and water shortages persist, demand for our equipment and services will continue to increase.

Operational investment. Our historical operating results reflect the impact of our ongoing investments to support our growth. We have made significant investments in our business that we believe have laid the foundation for continued profitable growth. We believe that our strengthened sales force, mergers and acquisitions team, enhanced information systems, research, development and engineering investments and other factors enable us to support our operating model.

Our ability to source and distribute products effectively. Our revenues are affected by our ability to purchase our inputs in sufficient quantities at competitive prices. While we believe our suppliers have adequate capacity to meet our current and anticipated demand, our level of revenues could be adversely affected in the event of constraints in our supply chain, including the inability of our suppliers to produce sufficient quantities of raw materials in a manner that is able to match demand from our customers.

Fluctuation in quarterly results. Our quarterly results have historically varied depending upon a variety of factors, including funding, readiness of projects and regulatory approvals. In addition, our contracts for large capital water treatment projects, systems and solutions for industrial, commercial and municipal applications are generally fixed-price contracts with milestone billings. As a result of these factors, our working capital requirements and demands on our distribution and delivery network may fluctuate during the year.

Contractual relationships with customers. Due to our large installed base and the nature of our contractual relationships with our customers, we have high visibility into a large portion of our revenue. The one- to twenty-year terms of many of our service contracts and the regular delivery and replacement of many of our products help to insulate us from the negative impact of any economic decline.

Inflation and deflation trends. Our financial results can be expected to be directly impacted by substantial increases in costs due to commodity cost increases or general inflation which could lead to a reduction in our revenues as well as greater margin pressure as increased costs may not be able to be passed on to customers. To date, changes in commodity prices and general inflation have not materially impacted our business.

Exchange rates. The reporting currency for our financial statements is the U.S. dollar. We operate in numerous countries around the world and therefore, certain of our assets, liabilities, revenues and expenses are denominated in functional currencies other than the U.S. dollar, primarily in the euro, U.K. sterling, Chinese renminbi, Canadian dollar, Australian dollar and Singapore dollar. To prepare our consolidated financial statements we must translate those assets, liabilities, revenues and expenses into U.S. dollars at the applicable exchange rate. As a result, increases or decreases in the value of the U.S. dollar against these other currencies will affect the amount of these items recorded in our consolidated financial statements, even if their value has not changed in the functional currency. While we believe we are not susceptible to any material impact on our results of operations caused by

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fluctuations in exchange rates because our operations are primarily conducted in the United States, if we expand our foreign operations in the future, substantial increases or decreases in the value of the U.S. dollar relative to these other currencies could have a significant impact on our results of operations.

Public company costs. As a result of this initial public offering, we will incur additional legal, accounting and other expenses that we did not previously incur, including costs associated with SEC reporting and corporate governance requirements. These requirements include compliance with the Sarbanes-Oxley Act as well as other rules implemented by the SEC and the . Our financial statements following this offering will reflect the impact of these expenses.

Debt refinancings. In October 2016, we repaid our Second Lien Facility in full and revolving credit loans then-outstanding and borrowed an additional $150.0 million of term loans under the Term Loan Facility at lower rates, and we have the option to add one or more incremental term loan under the Term Loan Facility or revolving credit facilities or increase commitments under our Revolving Credit Facility. Further, the Revolving Credit Facility and Term Loan Facility are scheduled to mature in January 2019 and January 2021, respectively, and we will need to repay, refinance, replace or otherwise extend the maturity of our First Lien Facilities. Accordingly, our results have been and will be impacted by substantial changes in our net interest expense throughout the periods presented and in the future. See "—Liquidity and Capital Resources" below.

How We Assess the Performance of Our Business

In assessing the performance of our business, we consider a variety of performance and financial measures. The key indicators of the financial condition and operating performance of our business are revenue, gross profit, gross margin, operating expenses, net income (loss) and Adjusted EBITDA.

Revenue

Our sales are a function of sales volumes and selling prices, each of which is a function of the mix of product and service sales, and consist primarily of:

•: sales of tailored light industry technologies, heavy industry technologies and environmental products, services and solutions in collaboration with our industrial customers, backed by lifecycle services including emergency response services and build-own-operate alternatives, to a broad group of industrial customers in our U.S., Canada and Singapore markets;
•: sales of products, services and solutions to engineering firms and municipalities to purify drinking water and treat wastewater globally; and
•: sales of a wide variety of differentiated products and technologies, to an array of OEM, distributor, end-user, engineering firm and integrator customers in all of our geographic markets and aftermarket channels.

Cost of Sales, Gross Profit and Gross Margin

Gross profit is determined by subtracting cost of product sales and cost of services from our product and services revenue. Gross margin measures gross profit as a percentage of our combined product and services revenue.

Cost of product sales consists of all manufacturing costs required to bring a product to a ready for sale condition, including direct and indirect materials, direct and indirect labor costs including benefits, freight, depreciation, information technology, rental and insurance, repair and maintenance, utilities, other manufacturing costs, warranties and third party commissions.

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Cost of services primarily consists of the cost of personnel and travel for our field service, supply chain and technicians, depreciation of equipment and field service vehicles and freight costs.

Operating Expenses

Operating expenses consist primarily of sales and marketing, general and administrative and research and development expenses.

Sales and Marketing. Sales and marketing expenses consist primarily of advertising and marketing promotions of our products, services and solutions and related personnel expenses (including all Evoqua sales and application employees' base compensation and incentives), as well as sponsorship costs, consulting and contractor expenses, travel, display expenses and related amortization. We expect our sales and marketing expenses to increase as we continue to actively promote our products, services and solutions.

General and Administrative. General and administrative expenses consist of fixed overhead personnel expenses associated with our service organization (including district and branch managers, customer service, contract renewals and regeneration plant management). We expect our general and administrative expenses to increase due to the anticipated growth of our business and related infrastructure as well as legal, accounting, insurance, investor relations and other costs associated with becoming a public company.

Research and Development. Research and development expenses consist primarily of personnel expenses related to research and development, patents, sustaining engineering, consulting and contractor expenses, tooling and prototype materials and overhead costs allocated to such expenses. Substantially all of our research and development expenses are related to developing new products and services and improving our existing products and services. To date, research and development expenses have been expensed as incurred, because the period between achieving technological feasibility and the release of products and services for sale has been short and development costs qualifying for capitalization have been insignificant.

We expect our research and development expenses to increase as we continue to invest in developing new products, services and solutions and enhancing our existing products, services and solutions.

Net Income (Loss)

Net income (loss) is determined by subtracting operating expenses and interest expense from, and adding other operating income (expense), equity income from our partnership interest in TWO and income tax benefit (expense) to, gross profit. For more information on how we determine gross profit, see "—Gross Profit."

Adjusted EBITDA

Adjusted EBITDA is one of the primary metrics used by management to evaluate the financial performance of our business. We present Adjusted EBITDA, which is not a recognized financial measure under GAAP, because we believe it is frequently used by analysts, investors and other interested parties to evaluate companies in our industry. Further, we believe it is helpful in highlighting trends in our operating results, because it excludes the results of decisions that are outside the control of management, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate and capital investments. Management uses Adjusted EBITDA to supplement GAAP measures of performance as follows:

•: to assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance;

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•: in our management incentive compensation which is based in part on components of Adjusted EBITDA;
•: in certain calculations under our Senior Secured Credit Facilities, which use components of Adjusted EBITDA.
•: to evaluate the effectiveness of our business strategies;
•: to make budgeting decisions; and
•: to compare our performance against that of other peer companies using similar measures.

In addition to the above, our chief operating decision maker uses EBITDA of each reportable segment to evaluate the operating performance of such segments.

Adjusted EBITDA is defined as net income (loss) before interest expense, income tax expense (benefit) and depreciation and amortization, adjusted for the impact of certain other items, including restructuring and related business transformation costs, purchase accounting adjustment costs, non-cash stock based compensation, sponsor fees, transaction costs and other gains, losses and expenses.

The following is a reconciliation of our net income (loss) to Adjusted EBITDA:

	Predecessor			Successor

	October 1, 2013 Through January 15, 2014			January 16, 2014 Through September 30, 2014			Fiscal Years Ended September 30						Nine Months Ended June 30,
	October 1, 2013 Through January 15, 2014			January 16, 2014 Through September 30, 2014			2015			2016			2016			2017
													(unaudited)
	(in thousands)

Net income (loss)	$	(2,302	)	$	(97,757	)	$	(86,051	)	$	13,031		$	12,867		$	(6,550	)
Interest expense		23			23,994			34,060			42,518			29,467			39,117
Income tax (benefit) expense		(1,173	)		(48,465	)		47,905			(18,394	)		(20,419	)		295
Depreciation and amortization		14,934			139,933			58,139			69,289			50,986			55,813

EBITDA	$	11,482		$	17,705		$	54,053		$	106,444		$	72,901		$	88,675
Restructuring and related business transformation costs(a)		—			41,027			32,842			43,075			18,208			36,382
Purchase accounting adjustment costs(b)		—			18,326			—			1,267			—			229
Stock-based compensation(c)		—			342			1,587			1,999			1,447			1,634
Sponsor fees(d)		—			4,369			5,012			3,758			2,810			3,042
Transaction costs(e)		—			10,121			—			5,374			3,943			5,659
Other gains, losses and expenses(f)		—			13,820			26,417			(1,864	)		1,324			682

Adjusted EBITDA	$	11,482		$	105,710		$	119,911		$	160,053		$	100,633		$	136,303

(a)

Represents:

(i): costs and expenses in connection with various restructuring initiatives since the AEA Acquisition, including severance costs, relocation costs, recruiting expenses, write-offs of inventory and fixed assets and third-party consultant costs to

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assist with these initiatives (includes (A) $16.9 million in fiscal 2016 (all of which is reflected as a component of Restructuring charges in "Note 12—Restructuring and Related Charges" to our audited consolidated financial statements) and $19.2 million for the nine months ended June 30, 2017 (all of which is reflected as a component of Restructuring charges in "Note 11—Restructuring and Related Charges" to our unaudited condensed consolidated financial statements) related to our voluntary separation plan pursuant to which approximately 220 employees accepted separation packages, and (B) $12.4 million (of which $4.4 million is reflected as a component of Restructuring charges in "Note 12—Restructuring and Related Charges" to our audited consolidated financial statements) in the Successor Period, $9.2 million (of which $6.5 million is reflected as a component of Restructuring charges in "Note 12—Restructuring and Related Charges" to our audited consolidated financial statements) in fiscal 2015, $11.1 million (all of which is reflected as a component of Restructuring charges in "Note 12—Restructuring and Related Charges" to our audited consolidated financial statements) in fiscal 2016, $9.3 million (of which $8.1 million is reflected as a component of Restructuring charges in "Note 11—Restructuring and Related Charges" to our unaudited condensed consolidated financial statements) in the nine months ended June 30, 2016 and $6.5 million (of which $2.9 million is reflected as a component of Restructuring charges in "Note 11—Restructuring and Related Charges" to our unaudited condensed consolidated financial statements) in the nine months ended June 30, 2017 related to various other initiatives implemented to restructure and reorganize our business as a standalone business with an appropriate management team and cost structure). Differences between amounts reflected as Restructuring charges in "Note 12—Restructuring and Related Charges" to our audited financial statements and amounts reflected in this adjustment relate primarily to retention payments made to employees in the Successor Period of $5.6 million that have been reflected as components of Cost of product sales and services ($1.2 million), Research and development expense ($0.2 million), Sales and marketing expense ($1.9 million) and General and administrative expense ($2.3 million) as well as other administrative costs associated with separation from the Predecessor that have been reflected in the Successor Period as a component of General and administrative expense ($2.4 million). Differences between amounts reflected as Restructuring charges in "Note 12—Restructuring and Related Charges" to our audited financial statements and amounts reflected in this adjustment also relate to retention payments made to employees in fiscal 2015 of $2.5 million that have been reflected as components of Cost of product sales and services ($1.1 million), Research and development expense ($0.1 million), Sales and marketing expense ($1.0 million) and General and administrative expense ($0.3 million). Differences between amounts reflected as Restructuring charges in "Note 11—Restructuring and Related Charges" to our unaudited condensed consolidated financial statements in the nine months ended June 30, 2016 and June 30, 2017 and amounts reflected in this adjustment relate primarily to consulting costs and other charges related to implementing such initiatives that have primarily been recorded as a component of General and administrative expense ($1.2 million) in the nine months ended June 30, 2016 and Cost of product sales and services ($1.4 million), Sales and marketing expenses ($1.0 million) and General and administrative expense ($1.0 million) in the nine months ended June 30, 2017;

(ii): legal settlement costs and intellectual property related fees associated with legacy matters prior to the AEA Acquisition, including fees and settlement costs related to product warranty litigation on MEMCOR products and certain discontinued products ($11.7 million in the Successor Period, reflected as a component of Cost of product sales and services, $11.7 million in fiscal 2015, reflected as components of Cost of product sales and services ($10.7 million) and General and administrative expenses ($1.0 million), $5.1 million, primarily reflected as a component of Cost of product sales and services in fiscal 2016, $2.5 million, primarily reflected as a component of Cost of product sales and services in the nine months ended June 30, 2016 and $1.8 million, primarily reflected as a component of General and administrative expense in the nine months ended June 30, 2017);
(iii): expenses associated with our information technology and functional infrastructure transformation following the AEA Acquisition, including activities to optimize information technology systems and functional infrastructure processes for a standalone business ($16.9 million, primarily reflected as a component of General and administrative expense in the Successor Period, $12.1 million, primarily reflected as components of Cost of product sales and services ($3.0 million), Research and development expense ($0.4 million), Sales and marketing expense ($0.3 million) and General and administrative expense ($8.4 million) in fiscal 2015, $9.5 million, primarily reflected as components of Cost of product sales and services ($3.6 million), Sales and marketing expense ($2.5 million), General and administrative expense ($3.1 million) and Research and development expense ($0.3 million) in fiscal 2016, $6.1 million, primarily reflected as components of Cost of product sales and services ($2.9 million), Sales and marketing expense ($1.7 million) and General and administrative expense ($1.5 million) in the nine months ended June 30, 2016 and $4.5 million, primarily reflected as components of Cost of product sales and services ($1.8 million), Sales and marketing expense ($0.7 million) and General and administrative expense ($2.0 million) in the nine months ended June 30, 2017); and
(iv): costs incurred by us in connection with this offering, including consultant costs and public company compliance costs ($0.5 million in fiscal 2016, $0.3 million in the nine months ended June 30, 2016 and $4.4 million in the nine months ended June 30, 2017, all reflected as a component of General and administrative expense).

(b): Represents adjustments for the effect of the purchase accounting step-up in the value of inventory to fair value recognized in cost of goods sold as a result of the AEA Acquisition and the acquisition of Magneto.

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(c)

Represents non-cash stock-based compensation expenses related to option awards. See Note 15 to our audited financial statements included elsewhere in this prospectus for further detail.

(d)

(e)

(f)

Represents:

(i): impact of foreign exchange gains and losses ($6.8 million loss in the Successor Period, $19.0 million loss in fiscal 2015, $0.5 million loss in fiscal 2016, $1.4 million loss in the nine months ended June 30, 2016 and $2.1 million gain in the nine months ended June 30, 2017);
(ii): $3.5 million gain on the sale of assets, primarily related to the Vernon Disposition;
(iii): foreign exchange impact related to headquarter allocations ($0.7 million gain in fiscal 2016, $0.04 million gain in the nine months ended June 30, 2016 and $1.0 million loss in the nine months ended June 30, 2017); and
(iv): expenses related to maintaining non-operational business locations ($7.0 million in the Successor Period, $7.4 million in fiscal 2015, $1.8 million in fiscal 2016, $0.0 million in the nine months ended June 30, 2016 and $1.7 million in the nine months ended June 30, 2017).

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Results of Operations

The following tables summarize key components of our results of operations for the periods indicated:

	Predecessor			Successor

	October 1, 2013 Through January 15, 2014			January 16, 2014 Through September 30, 2014			Fiscal Years Ended September 30						Nine Months Ended June 30,
	October 1, 2013 Through January 15, 2014			January 16, 2014 Through September 30, 2014			2015			2016			2016			2017
													(unaudited)
				(in thousands, except per share data)
Statement of Operations Data:
Revenue from product sales and services	$	306,314		$	791,154		$	1,060,966		$	1,137,196		$	817,788		$	890,916
Cost of product sales and services		(228,227	)		(700,245	)		(768,549	)		(804,131	)		(575,234	)		(614,088	)

Gross profit		78,087			90,909			292,417			333,065			242,554			276,828
Research and development expense		(6,728	)		(18,829	)		(25,909	)		(22,897	)		(17,469	)		(15,684	)
Sales and marketing expense		(38,479	)		(90,947	)		(124,429	)		(135,208	)		(97,078	)		(108,729	)
General and administrative expense		(35,652	)		(104,122	)		(147,663	)		(144,771	)		(108,496	)		(120,534	)
Other operating (expense) income, net		(1,198	)		(522	)		74			6,966			2,404			981
Interest expense		(23	)		(23,994	)		(34,060	)		(42,518	)		(29,467	)		(39,117	)
Equity income of non-consolidated affiliate(1)		518			1,283			1,424			—			—			—

Loss before income taxes		(3,475	)		(146,222	)		(38,146	)		(5,363	)		(7,552	)		(6,255	)

Income tax benefit (expense)		1,173			48,465			(47,905	)		18,394			20,419			(295	)

Net income (loss)		(2,302	)		(97,757	)		(86,051	)		13,031			12,867			(6,550	)

Net income attributable to non-controlling interest		—			—			—			1,392			1,055			2,348

Net income (loss) attributable to the Company	$	(2,302	)	$	(97,757	)	$	(86,051	)	$	11,639		$	11,812		$	(8,898	)



Weighted average shares outstanding
Basic					3,745			3,775			3,845			3,836			3,875
Diluted					3,745			3,775			3,915			3,867			3,875
Earnings (loss) per share
Basic				$	(26.10	)	$	(22.79	)	$	3.03		$	3.08		$	(2.30	)
Diluted				$	(26.10	)	$	(22.79	)	$	2.97		$	3.05		$	(2.30	)

(1): We hold a 50% partnership interest in TWO, which, for the fiscal years ended September 30, 2014 and 2015, we accounted for under the equity method and did not consolidate, as we did not have a controlling financial interest based on the shared powers of both joint venture partners to direct the activities that most significantly impact TWO's financial performance. On October 1, 2015, a change occurred in the partnership structure of TWO such that we are now obligated to absorb all risk of loss up to 100% of the joint venture partner's equity. As such, the accounting for our 50% interest changed from equity method investment to full consolidation as a variable interest entity under ASC 810.

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Nine Months Ended June 30, 2016 and June 30, 2017

	Nine Months Ended June 30,

	2016						2017
	(unaudited)
	(in thousands)
				% of Revenues						% of Revenues			% Variance
Revenue from product sales and services	$	817,788			100	%	$	890,916			100	%		8.9	%
Cost of product sales and services		(575,234	)		(70.3	)%		(614,088	)		(68.9	)%		6.8	%
Gross profit		242,554			29.7	%		276,828			31.1	%		14.1	%
Research and development expense		(17,469	)		(2.1	)%		(15,684	)		(1.8	)%		(10.2	)%
Sales and marketing expense		(97,078	)		(11.9	)%		(108,729	)		(12.2	)%		12.0	%
General and administrative expense		(108,496	)		(13.3	)%		(120,534	)		(13.5	)%		11.1	%
Other operating income (expense), net		2,404			0.3	%		981			0.1	%		(59.2	)%
Interest expense		(29,467	)		(3.6	)%		(39,117	)		(4.4	)%		32.8	%

Loss before income taxes		(7,552	)		(0.9	)%		(6,255	)		(0.7	)%		(17.2	)%
Income tax benefit (expense)		20,419			2.5	%		(295	)		—	%		(101.4	)%

Net income (loss) before non-controlling interest		12,867			1.6	%		(6,550	)		(0.7	)%		(150.9	)%

Net income attributable to non-controlling interest		1,055			0.1	%		2,348			0.3	%		122.6	%

Net income (loss) attributable to the Company	$	11,812			1.4	%	$	(8,898	)		(1.0	)%		(175.3	)%



Other financial data:
Adjusted EBITDA(1)	$	100,633			12.3	%	$	136,303			15.3	%		35.4	%

(1): For the definition of Adjusted EBITDA and a reconciliation to net income (loss), its most directly comparable financial measure presented in accordance with GAAP, see footnote 2 to the table under the heading "Prospectus Summary—Summary Consolidated Financial and Operating Data."

Consolidated Results

Revenues —Revenues increased $73.1 million, or 8.9%, to $890.9 million in the nine months ended June 30, 2017 from $817.8 million in the nine months ended June 30, 2016.

The following table provides the change in revenues from product sales and revenues from services, respectively:

	Nine Months Ended June 30, 2016				Nine Months Ended June 30, 2017

Revenue from product sales	$	415.6	50.8	%	$	474.5	53.3	%	14.2	%
Revenue from services		402.2	49.2	%		416.4	46.7	%	3.5	%

	$	817.8	100.0	%	$	890.9	100.0	%

Revenues from product sales increased $58.9 million, or 14.2%, to $474.5 million in the nine months ended June 30, 2017 from $415.6 million in the nine months ended June 30, 2016. The increase in product revenues was primarily due to the acquisitions of Neptune-Benson, VAF, Delta UV, Magneto and ETS. These acquisitions accounted for approximately $57.8 million of the increase in revenues.

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Additionally, there was organic revenue growth of approximately $5.0 million in the power and microelectronics markets in the Asia region driven by product sales of Electrodeionization equipment in the Asia market, approximately $6.0 million related to increased Municipal wastewater business, and $0.8 million in the power market in the U.S. driven by product sales of dewatering equipment and intake screens. These revenue increases were partially offset by lower sales volumes in certain product lines, including a decline of $6.1 million in revenues related to our Municipal MEMCOR product line as we transition to higher growth end markets in both Municipal wastewater and Industrial, a decline of $3.4 million in revenues related to our Electro-catalytic equipment sales, which provide chlorination products for the global marine and hydrocarbon markets, and $1.9 million of revenue decline related to our Italian operations in the nine months ended June 30, 2016 that did not reoccur due to the wind down of our Italian operations.

Revenues from services increased $14.2 million, or 3.5%, to $416.4 million in the nine months ended June 30, 2017 from $402.2 million in the nine months ended June 30, 2016. The increase was driven by organic revenue growth, including volume driven increases in Industrial service revenue of approximately $18.3 million associated with higher U.S. customer production levels in the general manufacturing and pharmaceutical and healthcare end markets and new account penetration in the power and hydrocarbon and chemical processing end markets, and an increase of approximately $1.4 million related to our Municipal services business. These increases were offset by approximately $6.0 million in revenues related to our Vernon location in the nine months ended June 30, 2016 that did not reoccur because of the Vernon Disposition as of September 30, 2016.

Cost of Sales and Gross Margin —Total gross margin increased to 31.1% in the nine months ended June 30, 2017 from 29.7% in the nine months ended June 30, 2016.

The following table provides the change in cost of product sales and cost of services, respectively, along with related gross margins:

	Nine Months Ended June 30,

	2016					2017
			Gross Margin %					Gross Margin %
Cost of product sales	$	287.6		30.8	%	$	316.8		33.2	%
Cost of services		287.6		28.5	%		297.3		28.6	%

	$	575.2		29.7	%	$	614.1		31.1	%

Cost of product sales increased by approximately $29.2 million in the nine months ended June 30, 2017 as compared to the nine months ended June 30, 2016. The increase in cost of product sales was primarily driven by the impact of the acquisitions of Neptune Benson, VAF, Delta UV and Magneto, which accounted for approximately $27.6 million of the increase. These accretive acquisitions were the primary driver of the 2.4% increase in gross margin. The remaining increase in cost of product sales was due to organic growth driven by higher sales volumes due to increased U.S. customer production levels in the general manufacturing and pharmaceutical and healthcare end markets and the power and microelectronics markets in the Asia region. These increases in cost of product sales were partially offset by a decrease of $3.6 million in cost of sales related to the wind down of our Italian operations.

Cost of services increased by approximately $9.7 million in the nine months ended June 30, 2017 as compared to the nine months ended June 30, 2016. The increase in cost of services was related to the overall increase in revenue volume, which increased cost of sales by approximately $14.3 million, offset by the decrease in cost of services related to the Vernon Disposition as of September 30, 2016.

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Operating Expenses —Operating expenses increased $21.9 million, or 9.8%, to $244.9 million in the nine months ended June 30, 2017 from $223.0 million in the nine months ended June 30, 2016. The increase in operating expense was primarily due to the operating expenses associated with the acquired companies of Neptune-Benson, VAF, Delta UV and Magneto, which accounted for $16.9 million of the operating expense increase. A discussion of operating expenses by category is as follows:

Research and Development Expense —Research and development expenses decreased $1.8 million, or 10.2%, to $15.7 million in the nine months ended June 30, 2017 from $17.5 million in the nine months ended June 30, 2016. Research and development expenses increased $0.5 million with the acquisition of Magneto and their extensive research and development programs related to anode coatings, but was offset by decrease of approximately $1.5 million in research and development expenses in connection with the consolidation and restructuring of our Singaporean research and development center as well as a reduction of approximately $1.0 million associated with the completion of a research and development program in the Municipal Segment in the nine months ended June 30, 2016.

Sales and Marketing Expense —Sales and marketing expenses increased $11.6 million, or 12.0%, to $108.7 million in the nine months ended June 30, 2017 from $97.1 million in the nine months ended June 30, 2016. The driving factor in the increase in sales and marketing expense was an increase of $5.8 million associated with the sales and marketing activities of the acquired companies of Neptune Benson, VAF, Delta UV and Magneto.

General and Administrative Expense —General and administrative expenses increased $12.0 million, or 11.1%, to $120.5 million in the nine months ended June 30, 2017 from $108.5 million in the nine months ended June 30, 2016. The acquisitions of Neptune-Benson, VAF, Delta UV, and Magneto accounted for $10.6 million of the increase. The balance of the increase in general and administrative expenses was primarily due to changes in foreign currency, costs related to restructuring and the integration of acquisitions.

Other Operating Income (Expense), Net —Other operating income (expense), net decreased $1.4 million, or 58.3%, to $1.0 million of income in the nine months ended June 30, 2017 from $2.4 million of income in the nine months ended June 30, 2016. The net decrease in other income was primarily due to a gain on the sale of property in the nine months ended June 30, 2016 that did not reoccur in the nine months ended June 30, 2017.

Interest Expense —Interest expense increased $9.7 million, or 32.7%, to $39.1 million in the nine months ended June 30, 2017 from $29.5 million in the nine months ended June 30, 2016. The increase in interest expense was primarily due to an increase in borrowing for acquisitions, interest on capital leases and fees associated with the Senior Secured Credit Facilities.

Income Tax Benefit (Expense) —Income tax was an expense of $0.3 million in the nine months ended June 30, 2017 as compared to a benefit of $20.4 million in the nine months ended June 30, 2016, an increase of 101.4%. The effective tax rate in the nine months ended June 30, 2017 was (4.7%) as compared to 270.4% in the nine months ended June 30, 2016. The increase in tax expense was primarily the result of applying a higher than expected annual tax rate in a jurisdiction that excludes certain items from the valuation allowance analysis. The decrease in the effective tax rate in the nine months ended June 30, 2017 is attributable to higher pre-tax losses in proportion to income tax benefits.

Net Income —Net income attributable to Evoqua Water Technologies Corp. decreased by $20.7 million, or 175.4%, to a net loss of $8.9 million for the nine months ended June 30, 2017 as compared to net income of $11.8 million for the nine months ended June 30, 2016. This decrease was primarily driven by increased tax expense of $0.3 million in the nine months ended June 30, 2017 as

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compared to a tax benefit of $20.4 million in the nine months ended June 30, 2016, a difference of $20.7 million. Furthermore, $9.6 million of additional interest expense was incurred in the nine months ended June 30, 2017. These factors offset the increased revenue volume and profitability associated with the acquisitions of Neptune-Benson, VAF, Delta UV and Magneto, which accounted for $6.7 million of increased net income for the nine months ended June 30, 2017. Furthermore, increased volume and profitability as well as incremental benefits from restructuring activities and operational efficiencies that were implemented in the prior year (net of charges from additional restructuring actions taken in the nine months ended June 30, 2017) contributed $2.9 million to net income for the nine months ended June 30, 2017.

Adjusted EBITDA —Adjusted EBITDA increased $35.7 million, or 35.4%, to $136.3 million for the nine months ended June 30, 2017 from $100.6 million for the nine months ended June 30, 2016. Increased volume and carry over benefits from restructuring and operational efficiencies that we implemented in the prior year provided $21.0 million of the increase in Adjusted EBITDA. Additionally, revenue volume and profitability associated with the acquisitions of Neptune-Benson, VAF, Delta UV and Magneto contributed the remainder of the $14.7 million increase in Adjusted EBITDA.

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Segment Results

	Nine Months Ended June 30,

	2016			2017
	(unaudited)
	(in thousands)						% Variance
Revenues
Industrial	$	443,813		$	460,861			3.8	%
Municipal		199,481			198,927			(0.3	)%
Products		174,494			231,128			32.5	%

Total Consolidated	$	817,788		$	890,916			8.9	%



Percentage of total consolidated revenues
Industrial		54.3	%		51.7	%
Municipal		24.4	%		22.3	%
Products		21.3	%		26.0	%

Total Consolidated		100.0	%		100.0	%



Operating Profit
Industrial	$	61,244		$	74,501			21.6	%
Municipal		21,401			23,525			9.9	%
Products		28,170			45,254			60.6	%
Corporate		(88,900	)		(110,418	)		24.9	%

Total Consolidated	$	21,915		$	32,862			50.0	%



Operating profit as a percentage of total consolidated revenues
Industrial		7.5	%		8.4	%
Municipal		2.6	%		2.6	%
Products		3.4	%		5.1	%
Corporate		(10.8	)%		(12.4	)%

Total Consolidated		2.76	%		3.7	%



EBITDA
Industrial	$	89,716		$	102,133			13.8	%
Municipal		27,427			29,644			8.1	%
Products		31,941			53,667			68.0	%
Corporate and unallocated costs		(76,183	)		(96,754	)		27.0	%

Total Consolidated	$	72,901		$	88,690			21.7	%



EBITDA as a percentage of total consolidated revenues
Industrial		11.0	%		11.5	%
Municipal		3.4	%		3.3	%
Products		3.9	%		6.0	%
Corporate and unallocated costs		(9.3	)%		10.9	%

Total Consolidated		8.9	%		10.0	%

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EBITDA on a segment basis is defined as earnings before interest, taxes, depreciation and amortization. The following is a reconciliation of our segment operating profit to EBITDA on a segment basis:

	Nine Months Ended June 30,

	2016						2017
	Industrial		Municipal		Products		Industrial		Municipal		Products
	(unaudited) (in thousands)
Operating Profit	$	61,244	$	21,401	$	28,170	$	74,501	$	23,525	$	45,254
Interest expense(1)		—		—		—		—		—		—
Income tax expense (benefit)(1)		—		—		—		—		—		—
Depreciation and amortization		28,472		6,026		3,771		27,632		6,119		8,413

EBITDA	$	89,716	$	27,427	$	31,941	$	102,133	$	29,644	$	53,667

(1): Interest expense and Income tax expense (benefit) are corporate activities that are not allocated to our three reportable segments.

Industrial

Revenues in the Industrial Segment increased $17.0 million, or 4%, to $460.9 million in the nine months ended June 30, 2017 from $443.8 million in the nine months ended June 30, 2016. The increase in revenues was primarily due to an increase in service revenues of $18.3 million driven by higher customer production levels in general manufacturing and pharmaceutical and healthcare end markets and new account penetration in power and hydrocarbon and chemical processing end markets. In addition, an increase of $3.6 million of revenue was attributable to our acquisition of ETS on November 1, 2016. Our increased revenues were partially offset by a decrease of $6.0 million in revenues related to the Vernon Disposition as of September 30, 2016.

Operating profit in the Industrial Segment increased $13.3 million, or 22%, to $74.5 million in the nine months ended June 30 2017 from $61.2 million in the nine months ended June 30 2016. The increase in operating profit was primarily related to an increase in volume of $5.3 million as well as $7.1 million of benefits experienced as a result of our Value Creator initiatives. Value Creator benefits include carry over benefits from ePro initiatives that we implemented in the prior year and continued benefits from operational efficiencies.

EBITDA in the Industrial Segment increased $12.4 million, or 14%, to $102.1 million in the nine months ended June 30 2017 from $89.7 million in the nine months ended June 30 2016. The increase in EBITDA resulted from the same factors which impacted operating profit in the Industrial Segment during this period.

Municipal

Revenues in the Municipal Segment decreased $0.6 million, or 0.3%, to $198.9 million in the nine months ended June 30 2017 from $199.5 million in the nine months ended June 30 2016. The decrease in revenues was primarily related to the closure of operations in Italy of $1.9 million, but also driven by the changes in product mix with the decline in our MEMCOR product line by $6.1 million, as we transition to higher growth end markets in both municipal wastewater and industrial. This is offset by growth in both our municipal services and waste water businesses of $7.5 million as compared to the prior year.

Operating profit in the Municipal Segment increased $2.1 million, or 9.9%, to $23.5 million in the nine months ended June 30 2017 from $21.4 million in the nine months ended June 30 2016. The

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increase in operating profit was primarily due to continued Value Creator benefits in both project execution and ePro of $1.3 million, benefits from the alignment to a more customer focused organizational structure of $1.9 million and reduced warranty expense of $0.6 million. This was partially offset by declining revenue volumes and increased labor costs.

EBITDA in the Municipal Segment increased $2.2 million, or 8.1%, to $29.6 million in the nine months ended June 30 2017 from $27.4 million in the nine months ended June 30 2016. EBITDA increased as a result of the same factors which impacted operating profit in the Municipal Segment during this period.

Products

Revenues in the Products Segment increased $56.6 million, or 32%, to $231.1 million in the nine months ended June 30 2017 from $174.5 million in the nine months ended June 30 2016. The increase in revenues was primarily due to the acquisitions of Neptune-Benson, VAF, Delta UV and Magneto. These acquisitions accounted for an aggregate of $54.2 million of the increased revenues. The Products Segment also increased revenues in the amount of $5.0 million in our power and microelectronics markets in the Asia region and $0.8 million in the power market in the U.S. These increases were principally due to higher product sales of electrodeionization equipment in our legal entity in China. Increases in these markets more than offset a decline of $3.3 million in the global marine and hydrocarbon markets. The downturn in these markets impacted the Products Segment sale of electro-catalytic equipment which provides chlorination products for the offshore oil and gas and marine industries.

Operating profit in the Products Segment increased $17.1 million, or 61%, to $45.3 million in the nine months ended June 30 2017 from the $28.2 million in the nine months ended June 30 2016. The increase in operating profit was primarily due to the additional revenue volume and profitability associated with the acquisitions of Neptune-Benson, VAF, Delta UV and Magneto. These acquisitions accounted for $12.3 million of the operating profit increase during the nine months ended June 30 2017. Operating profit in the electrodeionization equipment product lines also improved due to the increased revenues of $5.8 million in the Asia region. This accounted for $2.0 million in additional operating profit. In the Electro-catalytic market, operating profits actually increased by $0.6 million despite the downturn due to a carryover benefit from prior year operational efficiency initiatives which reduced operating expense. The balance of $2.2 million in operating profit resulted from other restructure and cost improvement activities in the Products Segment.

EBITDA in the Products Segment increased $21.7 million, or 68%, to $53.7 million in the nine months ended June 30 2017 from $31.9 million in the nine months ended June 30 2016 with $16.8 million attributable to the Neptune-Benson, VAF, Delta UV and Magneto. The balance of $4.9 million was due to growth in the other product lines and reduced operating expenses from restructuring in the prior period.

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Fiscal Years Ended September 30, 2015 and September 30, 2016

	Fiscal Years Ended September 30

	2015						2016
				% of Revenues						% of Revenues			% Variance
	(in thousands)
Revenue from product sales and services	$	1,060,966			100	%	$	1,137,196			100	%		7.2	%
Cost of product sales and services		(768,549	)		(72.4	)%		(804,131	)		(70.7	)%		4.6	%

Gross profit		292,417			27.6	%		333,065			29.3	%		13.9	%
Research and development expense		(25,909	)		(2.4	)%		(22,897	)		(2.0	)%		(11.6	)%
Sales and marketing expense		(124,429	)		(11.7	)%		(135,208	)		(11.9	)%		8.7	%
General and administrative expense		(147,663	)		(13.9	)%		(144,771	)		(12.7	)%		(2.0	)%
Other operating income (expense), net		74			0.0	%		6,966			0.6	%		N/M
Interest expense		(34,060	)		(3.2	)%		(42,518	)		(3.7	)%		24.8	%
Equity income of a non-consolidated affiliate(1)		1,424			0.1	%		—			—	%		N/M

Loss before income taxes		(38,146	)		(3.6	)%		(5,363	)		(0.5	)%		(85.9	)%
Income tax benefit (expense)		(47,905	)		(4.5	)%		18,394			1.6	%		138.4	%

Net income (loss)		(86,051	)		(8.1	)%		13,031			1.1	%		115.1	%

Net income attributable to non-controlling interest		—			—	%		1,392			0.1	%		N/M

Net income (loss) attributable to the Company	$	(86,051	)		(8.1	)%	$	11,639			1.0	%		113.5	%



Other financial data:
Adjusted EBITDA(2)	$	119,911			11.3	%	$	160,053			14.1	%		33.5	%

(1): We hold a 50% partnership interest in TWO, which, for the fiscal years ended September 30, 2014 and 2015, we accounted for under the equity method and did not consolidate, as we did not have a controlling financial interest based on the shared powers of both joint venture partners to direct the activities that most significantly impact TWO's financial performance. On October 1, 2015, a change occurred in the partnership structure of TWO such that we are now obligated to absorb all risk of loss up to 100% of the joint venture partner's equity. As such, the accounting for our 50% interest changed from equity method investment to full consolidation as a variable interest entity under ASC 810.
(2): For the definition of Adjusted EBITDA and a reconciliation to net income (loss), its most directly comparable financial measure presented in accordance with GAAP, see footnote 2 to the table under the heading "Prospectus Summary—Summary Consolidated Financial and Operating Data."
: N/M—Not meaningful

Consolidated Results

Revenues —Revenues increased $76.2 million, or 7.2%, to $1,137.2 million in the fiscal year ended September 30, 2016 from $1,061.0 million in the fiscal year ended September 30, 2015.

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The following table provides the change in revenues from product sales and revenues from services, respectively:

	Fiscal Years Ended September 30,

	2015					2016
			% of Revenues					% of Revenues			% Variance
Revenue from product sales	$	533.7		50.3	%	$	587.1		51.6	%		10.0	%
Revenue from services		527.3		49.7	%		550.1		48.4	%		4.3	%

	$	1,061.0		100.0	%	$	1,137.2		100.0	%

Revenues from product sales increased $53.4 million, or 10.0%, to $587.1 million in the fiscal year ended September 30, 2016 from $533.7 million in the fiscal year ended September 30, 2015. The increase in revenues was primarily due to the acquisitions of Neptune-Benson, VAF, Delta UV, ETS and Magneto. These acquisitions accounted for $42.9 million of the increase in product revenues. Other areas of product revenue growth included an increase in the execution of capital project orders of approximately $17.3 million as compared to the prior year in the power and pulp and paper end markets, as well as an increase of approximately $7.8 million for products related to highly purified water in the microelectronics and power markets with the establishment of a new legal entity and sales presence in the China market. This increase was partially offset by delays in the marine and power product retrofit markets, which experienced a decrease in product revenues of approximately $14.0 million.

Revenues from services increased $22.8 million, or 4.3%, to $550.1 million in the fiscal year ended September 30, 2016 from $527.3 million in the fiscal year ended September 30, 2015. Service and capital system support revenues increased in the power, hydrocarbon and chemical processing end markets for approximately $6.4 million, driven by penetration into new and existing customer accounts, as well as service business growth in the Municipal Segment for approximately $4.4 million through geographical expansion and rollout of new service offerings. The consolidation of TWO, our joint venture that sells water management equipment and services, also accounted for approximately $11.6 million of the increase in service revenues.

Cost of Sales and Gross Margin —Total gross margin increased to 29.3% in the fiscal year ended September 30, 2016 from 27.6% in the fiscal year ended September 30, 2015.

The following table provides the change in cost of product sales and cost of services, respectively, along with related gross margins:

	Fiscal Years Ended September 30,

	2015					2016
			Gross Margin %					Gross Margin %
Cost of product sales	$	385.2		27.8	%	$	407.4		30.6	%
Cost of services		383.3		27.3	%		396.8		27.9	%

	$	768.5		27.6	%	$	804.2		29.3	%

Cost of product sales increased by approximately $22.2 million in the year ended September 30, 2016 as compared to the year ended September 30, 2015. The increase in cost of sales for our products business was primarily due to the impact of the acquisitions of Neptune-Benson, VAF, Delta UV and Magneto. These acquisitions accounted for $21.2 million of the increase in cost of sales as well as a corresponding gross profit increase of approximately $21.7 million and were the primary driver of the 2.8% increase in gross margin. Increases in revenues related to capital project orders and sales in the microelectronics and power markets drove an increase in cost of sales of approximately $17.4 million,

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however, purchasing and supply chain productivity measures that were implemented to adjust for the standalone nature of the Company supported a reduction in cost of sales of approximately $6.2 million. Cost of product sales was also favorably impacted by the final stages of the wind down of our Italian operations, which drove a decrease of approximately $11.7 million in cost of sales and a corresponding increase in gross profit of $4.5 million as compared to the prior year. Additionally, commensurate with the delays in revenues, cost of sales were reduced in the marine and power product retrofit markets by approximately $9.7 million.

Cost of services increased approximately $13.5 million in the year ended September 30, 2016 as compared to the year ended September 30, 2015. This was commensurate with the increase in revenue volume, offset by the beneficial impact of various restructuring initiatives put in place over the previous period.

Operating Expenses —Operating expenses increased $4.9 million, or 1.6%, to $302.9 million in the fiscal year ended September 30, 2016 from $298.0 million in the fiscal year ended September 30, 2015. The largest driver in the increase in operating expenses was primarily due to the acquisitions of Neptune-Benson, VAF and Delta UV accounting for $8.9 million of the operating expense increase and Magneto accounting for $2.3 million of the increase. These increases in operating expenses were offset with decreases in expenses in the other segments. A discussion of operating expenses by category is as follows:

Research and Development Expense —Research and development expenses decreased $3.0 million, or 11.6%, to $22.9 million in the fiscal year ended September 30, 2016 from $25.9 million in the fiscal year ended September 30, 2015. Research and development expenses increased $1.3 million with the acquisition of Magneto and their extensive research and development programs related to anode coatings but was offset by decreases in expenses with the completion of various research and development programs across each of our segments for approximately $3.2 million and the wind down of the Singaporean research and development center, which accounted for approximately $1.1 million of the reduction in expense.

Sales and Marketing Expense —Sales and marketing expenses increased $10.8 million, or 8.7%, to $135.2 million in the fiscal year ended September 30, 2016 from $124.4 million in the fiscal year ended September 30, 2015. The driving factor for the increase in sales and marketing expenses associated with reinvigoration and expansion of the sales force, which drove an increase in salaries and benefits of approximately $9.9 million, coupled with implementation of sales initiatives such as training and rebranding, which incurred approximately $1.2 million of additional cost.

General and Administrative Expense —General and administrative expenses decreased $2.9 million, or 2.0%, to $144.8 million in the fiscal year ended September 30, 2016 from $147.7 million in the fiscal year ended September 30, 2015. The acquisitions of Neptune-Benson, VAF, Delta UV and Magneto accounted for a $10.0 million increase in general and administrative expenses, which was offset by a $12.9 million decrease in general and administrative expenses as a result of restructuring actions and other cost savings initiatives taken across the business.

Other Operating Income, Net —Other operating income increased $6.9 million to $7.0 million in the fiscal year ended September 30, 2016 from $0.1 million in the fiscal year ended September 30, 2015. The increase in other operating income was primarily due to a gain on disposal of assets, including the Vernon Disposition.

Interest Expense —Interest expense increased $8.4 million, or 24.8%, to $42.5 million in the fiscal year ended September 30, 2016 from $34.1 million in the fiscal year ended September 30, 2015. The increase in interest expense is due to an increase in borrowing for acquisitions, interest on capital leases and fees associated with the Senior Secured Credit Facilities.

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Income Tax Benefit (Expense) —Income tax expense decreased $66.3 million, or 138.4%, to an income tax benefit of $18.4 million in the fiscal year ended September 30, 2016 from an expense of $47.9 million in the fiscal year ended September 30, 2015. The effective tax rate in the fiscal year ended September 30, 2016 was 343.0% compared to an effective tax rate of (125.6)% in the fiscal year ended September 30, 2015. The decrease in income tax expense and effective tax rate in the fiscal year ended September 30, 2016 was primarily due to the benefit resulting from the release of valuation allowance as a result of additional deferred tax liabilities recognized in connection with the Neptune-Benson Acquisition.

Net Income —Net income increased $99.1 million, or 115.1%, to net income of $13.0 million for the fiscal year ended September 30, 2016 from a net loss of $86.1 million for the fiscal year ended September 30, 2015. The primary driver of the increase in net income was the transition from a large tax expense of $47.9 million in the fiscal year ended September 30, 2015 to a tax benefit of $18.4 million in the fiscal year ended September 30, 2016, a change of approximately $66.3 million. The change in tax expense was related to the establishment and subsequent partial release of valuation allowance. Additional contributors to the increase in net income included the improvement in gross profit of approximately $40.7 million driven by revenue volume and profitability as discussed above, as well as the increase in other operating income of approximately $6.9 million discussed above. These contributors to net income were offset by the overall increase in operating expenses of approximately $4.9 million.

Adjusted EBITDA —Adjusted EBITDA increased $40.2 million, or 33.5%, to $160.1 million for the fiscal year ended September 30, 2016 from $119.9 million for the fiscal year ended September 30, 2015. Increased volume and carry over benefits from restructuring and operational efficiencies that we implemented in the prior year provided $17.1 million of the increase in Adjusted EBITDA. Additionally, revenue volume and profitability associated with the acquisitions of Neptune-Benson, VAF, Delta UV and Magneto contributed approximately $15.9 million of the increase in Adjusted EBITDA, while the final stages in closure of our Italian operations improved our profitability by $5.9 million for the fiscal year ended September 30, 2016.

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Segment Results

	Fiscal Years Ended September 30,

	2015			2016			% Variance
	(in thousands)
Revenues
Industrial	$	569,007		$	604,192			6.2	%
Municipal		273,574			278,000			1.6	%
Products		218,335			255,004			16.8	%
Other		50			—			N/M

Total Consolidated	$	1,060,966		$	1,137,196			7.2	%



Percentage of total consolidated revenues
Industrial		53.6	%		53.1	%
Municipal		25.8	%		24.4	%
Products		20.6	%		22.5	%

Total Consolidated		100	%		100	%



Operating Profit
Industrial	$	86,316		$	91,396			5.9	%
Municipal		22,141			31,287			41.3	%
Products		37,528			48,712			29.8	%
Corporate		(150,071	)		(134,240	)		(10.5	)%

Total Consolidated	$	(4,086	)	$	37,155			N/M



Operating profit as a percentage of total consolidated revenues
Industrial		8.1	%		8.0	%
Municipal		2.1	%		2.8	%
Products		3.5	%		4.3	%
Corporate		(14.1	)%		(11.8	)%

Total Consolidated		(0.4	)%		3.3	%



EBITDA
Industrial	$	116,883		$	129,662			10.9	%
Municipal		29,797			39,434			32.3	%
Products		39,223			55,099			40.5	%
Corporate and unallocated costs		(131,850	)		(117,751	)		(10.7	)%

Total Consolidated	$	54,053		$	106,444			96.9	%



EBITDA as a percentage of total consolidated revenues
Industrial		11.0	%		11.4	%
Municipal		2.8	%		3.5	%
Products		3.7	%		4.8	%
Corporate and unallocated costs		(12.4	)%		(10.4	)%

Total Consolidated		5.1	%		9.4	%

N/M—Not meaningful

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EBITDA on a segment basis is defined as earnings before interest, taxes, depreciation and amortization. The following is a reconciliation of our segment operating profit to EBITDA on a segment basis:

	Fiscal Years Ended September 30,

	2015						2016
	Industrial		Municipal		Products		Industrial		Municipal		Products
	(in thousands)
Operating Profit	$	86,316	$	22,141	$	37,528	$	91,396	$	31,287	$	48,712
Interest expense(1)		—		—		—		—		—		—
Income tax expense (benefit)(1)		—		—		—		—		—		—
Depreciation and amortization		30,567		7,656		1,695		38,266		8,147		6,387

EBITDA	$	116,883	$	29,797	$	39,223	$	129,662	$	39,434	$	55,099

(1): Interest expense and Income tax expense (benefit) are corporate activities that are not allocated to our three reportable segments.

Industrial

Revenues in the Industrial Segment increased $35.2 million, or 6.2%, to $604.2 million in the fiscal year ended September 30, 2016 from $569.0 million in the fiscal year ended September 30, 2015. The increase in revenues was primarily due to the execution of an additional $17.3 million of capital project orders compared to the prior fiscal year in the power, pulp and paper end markets. Service and capital system revenues increased in power and hydrocarbon and chemical processing end markets by $6.4 million, driven by penetration into new and existing accounts. In addition the consolidation of TWO drove a net increase in revenue of $11.6 million. This increase was partially offset by a decline in aftermarket revenue.

Operating profit in the Industrial Segment increased $5.1 million, or 5.9%, to $91.4 million in the fiscal year ended September 30, 2016 from $86.3 million in the fiscal year ended September 30, 2015. The increase in operating profit was primarily due to increased volume of $5.8 million. Additionally, as part of the Value Creator program we initiated ePro activities, which resulted in a reduction to costs of $1.8 million and operational improvements in supply chain that resulted in reduced warranty expense and liabilities of $1.6 million. These benefits were partially offset by unfavorable product mix of $4.3 million driven by large capital revenue that carries lower margins.

EBITDA in the Industrial Segment increased $12.8 million, or 10.9%, to $129.7 million in the fiscal year ended September 30, 2016 from $116.9 million in the fiscal year ended September 30, 2015. The increase in EBITDA was primarily a result of the same factors which impacted operating profit in the Industrial Segment during this period. In addition, our ePro initiatives included a program to optimize fleet vehicles. This program resulted in a reduction to the fleet size, upgrades to vehicles to improve service technician productivity and conversion of the relevant contract from an operating lease to a capital lease resulting in a total increase to EBITDA of $6.8 million. These benefits were partially offset by the same factors affecting operating profit during this period.

Municipal

Revenues in the Municipal Segment increased $4.4 million, or 1.6%, to $278.0 million in the fiscal year ended September 30, 2016 from $273.6 million in the fiscal year ended September 30, 2015. The increase in revenues was primarily due to volume sold in both our service business, through geographical expansion and new product rollouts delivering $6.6 million increase from the prior year, and growth in aftermarket $6.4 million. This is offsetting a decline of $4.5 million in capital due project

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timing. This revenue growth was also partially offset by a decline of $4.1 million in revenues due to the final stages in closure of our Italian operations.

Operating profit in the Municipal Segment increased $9.2 million, or 41.3%, to $31.3 million in the fiscal year ended September 30, 2016 from $22.1 million in the fiscal year ended September 30, 2015. The increase in operating profit excluding Italy was primarily due to $2.6 million from volume, and the implementation of the Value Creator program, which delivered efficiencies in order execution and $2.8 million savings in ePro. The final stages in closure of our Italian operations improved our operating profit by $5.9 million, while operational efficiencies in both project execution and ePro noted above, and continued alignment to a more customer focused organizational structure favorably drove the results by $2.1 million. This increase was partially offset by sales investments.

EBITDA in the Municipal Segment increased $9.6 million, or 32.3%, to $39.4 million in the fiscal year ended September 30, 2016 from $29.8 million in the fiscal year ended September 30, 2015. EBITDA increased because of the same factors that affected operating profit in the Municipal Segment during this period, with the addition of our fleet optimization as part of our Value Creator program, converting it from an operating lease to a capital lease driving an increase of approximately $0.8 million in EBITDA.

Products

Revenues in the Products Segment increased $36.7 million, or 16.8%, to $255.0 million in the fiscal year ended September 30, 2016 from $218.3 million in the fiscal year ended September 30, 2015. The increase was primarily due to the acquisitions of Neptune-Benson, VAF, Delta UV and Magneto which accounted for $42.9 million of additional revenues. The increase was partially offset by delays in the marine and power product retrofit markets which experienced a decrease in product revenues of $14.0 million. Revenues for highly purified water in the microelectronics and power markets increased by $7.8 million with the establishment of a new legal entity and sales presence in China.

Operating profit in the Products Segment increased $11.2 million, or 29.8%, to $48.7 million in the fiscal year ended September 30, 2016 from $37.5 million in the fiscal year ended September 30, 2015. The increase in operating profit was primarily due to the Neptune-Benson, VAF, Delta UV and Magneto acquisitions. The declines in operating profit in the electrochlorination, dewatering and intake product lines were offset by increases in the IonPure product line with our expansion in China.

EBITDA in the Products Segment increased $15.9 million, or 40.5%, to $55.1 million in the fiscal year ended September 30, 2016 from $39.2 million in the fiscal year ended September 30, 2015. The increase in EBITDA was primarily due to the Neptune-Benson, VAF, Delta UV and Magneto acquisitions.

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Fiscal Year Ended September 30, 2015, Successor Period 2014 and Predecessor Period 2014

	Predecessor			Successor

	October 1, 2013 Through January 15, 2014			January 16, 2014 Through September 30, 2014
							Fiscal Year Ended September 30, 2015



	(in thousands)
Revenue from product sales and services	$	306,314		$	791,154		$	1,060,966
Cost of product sales and services		(228,227	)		(700,245	)		(768,549	)

Gross profit		78,087			90,909			292,417
Research and development expense		(6,728	)		(18,829	)		(25,909	)
Sales and marketing expense		(38,479	)		(90,947	)		(124,429	)
General and administrative expense		(35,652	)		(104,122	)		(147,663	)
Other operating (expense) income, net		(1,198	)		(522	)		74
Interest expense		(23	)		(23,994	)		(34,060	)
Equity income of a non-consolidated affiliate		518			1,283			1,424

Loss before income taxes		(3,475	)		(146,222	)		(38,146	)
Income tax benefit (expense)		1,173			48,465			(47,905	)

Net income (loss)	$	(2,302	)	$	(97,757	)	$	(86,051	)



Other financial data:
Adjusted EBITDA(1)	$	11,482		$	105,710		$	119,911

(1): For the definition of Adjusted EBITDA and a reconciliation to net income (loss), its most directly comparable financial measure presented in accordance with GAAP, see footnote 2 under the heading "Prospectus Summary—Summary Consolidated Financial and Operating Data."

Consolidated Results

Revenues —Revenues were $1,061.0 million in the fiscal year ended September 30, 2015. Revenues during the Successor Period 2014 and the Predecessor Period 2014 were $791.2 million and $306.3 million, respectively, for a combined $1,097.5 million.

The following table delineates the change in revenues from product sales and revenues from services, respectively:

	Predecessor		Successor

	October 1, 2013 through January 15, 2014		January 16, 2014 through September 30, 2014							September 30, 2015
	October 1, 2013 through January 15, 2014		January 16, 2014 through September 30, 2014		Combined Revenues		Combined % of Revenues					% of Revenues			% Variance
Revenue from product sales	$	169.1	$	414.9	$	584.0		53.2	%	$	533.7		50.3	%		(8.6	)%
Revenue from services		137.2		376.3		513.5		46.8	%		527.3		49.7	%		2.7	%

	$	306.3	$	791.2	$	1,097.5		100.0	%	$	1,061.0		100.0	%

Revenues from product sales decreased $50.3 million, or 8.6%, to $533.7 million in the fiscal year ended September 30, 2015 from $169.1 million and $414.9 million for the Predecessor and Successor periods, respectively, or $584.0 million for the combined Predecessor and Successor periods in the fiscal year ended September 30, 2014. Our fiscal 2015 performance in product revenues was impacted by the timing of large capital project orders in the microelectronics and power markets, which experienced a decline of approximately $43.8 million year over year. Product sales associated with the hydrocarbon and marine markets also declined by approximately $10.1 million, along with an impact of approximately $10 million associated with weakening foreign currencies associated with the product

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operations in Europe and Asia. This overall decline in product revenues was offset somewhat by increases in aftermarket product sales in both the Industrial and Municipal Segments of approximately $13.8 million.

Revenue from services increased $13.8 million, or 2.7%, to $527.3 million in the fiscal year ended September 30, 2015 from $137.2 million and $376.3 million for the Predecessor and Successor periods, respectively, or $513.5 million for the combined Predecessor and Successor periods in the fiscal year ended September 30, 2014. Growth in service revenues was driven primarily by $6.1 million additional volume within the Industrial Segment and $6.1 million additional volume in the Municipal Segment.

Cost of Sales and Gross Margin —Total gross margin increased to 27.6% in the fiscal year ended September 30, 2015 from 15.4% for the combined Predecessor and Successor periods in the fiscal year ended September 30, 2014.

The following table provides the change in cost of product sales and cost of services, respectively, along with related gross margins:

	Predecessor		Successor

	October 1, 2013 through January 15, 2014		January 16, 2014 through September 30, 2014							September 30, 2015
	October 1, 2013 through January 15, 2014		January 16, 2014 through September 30, 2014		Combined Cost of Sales		Combined Gross Margin %					Gross Margin %
Cost of product sales	$	124.8	$	366.1	$	490.9		15.9	%	$	385.2		27.8	%
Cost of services		103.4		334.1		437.5		14.8	%		383.3		27.3	%

	$	228.2	$	700.2	$	928.4		15.4	%	$	768.5		27.6	%

Cost of product sales decreased by approximately $105.7 million to $385.2 million in the fiscal year ended September 30, 2015 as compared to $124.8 million and $366.1 million in the Predecessor and Successor periods, respectively, or $490.9 million for the combined. Predecessor and Successor periods in the fiscal year ended September 30, 2014. The cost of product sales in the combined periods of the Successor Period 2014 and Predecessor Period 2014 were impacted by the amortization expensing of the step up in inventory for approximately $18.3 million and amortization of the step up in project backlog of approximately $43.7 million related to the AEA Acquisition in the Successor Period 2014. Additionally, the step up in fixed assets from Successor Period 2014 to fiscal 2015 associated with the AEA Acquisition drove approximately $5.1 million in additional depreciation expense. Cost of product sales in the combined periods ended September 30, 2014 were also impacted by various purchase accounting entries related to the AEA Acquisition, including the recognition of approximately $7 million in legal expenses associated with the settlement of various legacy litigation matters, $6.1 million for the recognition of warranty provisions for specific product issues and $3.8 million for various other restructuring items such as severance payments, retention payments and activities associated with standing up the operations of the newly formed company. The remaining decline in cost of sales from fiscal 2015 as compared to the Successor Period 2014 and Predecessor Period 2014 was related to the overall decline in volume in product revenues noted above, which drove a corresponding decrease in cost of sales of approximately $36.3 million.

Cost of services decreased by approximately $54.2 million in the year ended September 30, 2015 to $383.3 million as compared to $103.4 million and $334.1 million in the Predecessor and Successor periods, respectively, or $437.5 million for the combined Predecessor and Successor periods in the fiscal year ended September 30, 2014. Cost of services in the combined periods ended 2014 was impacted by various purchase accounting items including the amortization of the step-up in project backlog of approximately $43.7 million in the Successor Period and accelerated depreciation of certain fixed assets of approximately $5.1 million related to the AEA Acquisition in the Successor Period 2014. Cost of services in the combined periods ended September 30, 2014 was also impacted by various purchase accounting entries related to the AEA Acquisition, including approximately $3.8 million for various

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other restructuring items such as severance payments, retention payments and activities associated with standing up the operations of the newly formed company.

Operating Expenses —Operating expenses were $298.0 million in the fiscal year ended September 30, 2015. Operating expenses for the Successor Period 2014 and the Predecessor Period 2014 were $207.1 million and $80.9 million, respectively, for a combined total of $288.0 million. A discussion of operating expenses by category is as follows:

Research and Development Expense —Research and development expenses were $25.9 million in the fiscal year ended September 30, 2015. Research and development expenses during the Successor Period 2014 and the Predecessor Period 2014 were $18.8 million and $6.7 million, respectively, for a combined $25.5 million. There were no significant changes during this period other than normal currency fluctuations and inflation explaining the increase in research and development expenses of $0.4 million.

Sales and Marketing Expense —Sales and marketing expenses were $124.4 million in the fiscal year ended September 30, 2015. Sales and marketing expenses during the Successor Period 2014 and the Predecessor Period 2014 were $90.9 million and $38.5 million, respectively, for a combined $129.4 million. The decrease in sales and marketing expenses is attributable to cost savings associated with restructure and reorganization.

General and Administrative Expense —General and administrative expenses were $147.7 million in the fiscal year ended September 30, 2015. General and administrative expenses during the Successor Period 2014 and the Predecessor Period 2014 were $104.1 million and $35.7 million, respectively, for a combined $139.8 million. The increase in general and administrative expenses was principally attributable to increased costs of restructure and reorganization.

Other Operating (Expense) Income, Net —Other operating income was $0.1 million in the fiscal year ended September 30, 2015. Other operating expense for the Successor Period 2014 and the Predecessor Period 2014 was $0.5 million and $1.2 million, respectively, for a combined total of $1.7 million. Our performance in other operating income was primarily impacted by the gain on disposal of fixed assets.

Interest Expense —Interest expenses were $34.1 million in the fiscal year ended September 30, 2015. Interest expenses during the Successor Period 2014 and the Predecessor Period 2014 were $24.0 million and $0.0 million, respectively for a combined $24.0 million. The increase in interest expense is explained by our senior secured credit facility being in place for a full year in fiscal 2015 as compared to only 8.5 months in the Successor Period 2014. The senior secured credit facility was not in place during the Predecessor Period 2014.

Income Tax Benefit (Expense) —Income tax expense was $47.9 million in the fiscal year ended September 30, 2015. Income tax benefit for the Successor Period 2014 and the Predecessor Period 2014 was $48.5 million and $1.2 million, respectively. The effective tax rate in the fiscal year ended September 30, 2015 was (125.6)%. We experienced an increase in income tax expense and effective tax rate in the fiscal year ended September 30, 2015 primarily due to the establishment of valuation reserves of $63.5 million against our net deferred tax assets.

Net Loss —Net loss was $86.1 million for the fiscal year ended September 30, 2015. Net loss during the Successor Period 2014 and the Predecessor Period 2014 were a loss of $97.8 million and $2.3 million, respectively, for a combined loss of $100.1 million. The improvement in net loss in fiscal 2015 as compared to the prior periods was primarily related to the significant charges incurred in the Successor period related to the AEA Acquisition, including $18.3 million in amortization of inventory step-up, amortization of $87.4 million in project backlog intangible and an additional $10.1 million in fixed asset depreciation, which combined for total charges of approximately $115.8 million. These charges did not reoccur for the fiscal year ended September 30, 2016. However, we recognized an income tax charge for establishment of valuation reserves against our net deferred tax assets of $63.5 million, which drove overall income tax expense of $47.9 million for the year ended September 30, 2015 as compared to a combined income tax benefit of $49.7 million for the Successor and Predecessor periods. The impact of these activities were the primary drivers of the overall change in net loss period over period.

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Adjusted EBITDA —Adjusted EBITDA was $119.9 million for the fiscal year ended September 30, 2015. Adjusted EBITDA during the Successor Period 2014 and the Predecessor Period 2014 were $105.7 million and $11.5 million, respectively, for a combined $117.2 million. The increase in Adjusted EBITDA in fiscal 2015 as compared to the prior periods was primarily related to cost reductions in connection with restructuring activities that were implemented in the prior period, offset by the adverse impact of decreased capital projects volume discussed above.

Segment Results

	Predecessor			Successor

	October 1, 2013 Through January 15, 2014			January 16, 2014 Through September 30, 2014			Fiscal Year Ended September 30, 2015
	(in thousands)
Revenues
Industrial	$	167,205		$	430,514		$	569,007
Municipal		70,982			187,252			273,574
Products		60,330			167,838			218,335
Other		7,797			5,550			50

Total Consolidated	$	306,314		$	791,154		$	1,060,966



Percentage of total consolidated revenues
Industrial		54.6	%		54.4	%		53.6	%
Municipal		23.2	%		23.7	%		25.8	%
Products		19.7	%		21.2	%		20.6	%
Other		2.5	%		0.7	%		0.0	%

Total Consolidated		100	%		100	%		100	%



Operating Profit
Industrial	$	50,131		$	48,798		$	86,316
Municipal		(4,680	)		4,441			22,141
Products		15,248			24,920			37,528
Corporate		(64,151	)		(200,387	)		(150,071	)

Total Consolidated	$	(3,452	)	$	(122,228	)	$	(4,086	)



Operating profit as a percentage of total consolidated revenues
Industrial		16.4	%		6.2	%		8.1	%
Municipal		(1.5	)%		0.6	%		2.1	%
Products		5.0	%		3.1	%		3.5	%
Corporate		(20.9	)%		(25.3	)%		(14.1	)%

Total Consolidated		(1.1	)%		(15.4	)%		(0.4	)%



EBITDA
Industrial	$	56,112		$	73,316		$	116,883
Municipal		(2,247	)		21,347			29,797
Products		15,600			26,500			39,223
Corporate and unallocated costs		(57,983	)		(103,458	)		(131,850	)

Total Consolidated	$	11,482		$	17,705		$	54,053



EBITDA as a percentage of total consolidated revenues
Industrial		18.3	%		9.3	%		11.0	%
Municipal		(0.7	)%		2.7	%		2.8	%
Products		5.1	%		3.3	%		3.7	%
Corporate and unallocated costs		(18.9	)%		(13.1	)%		(12.4	)%

Total Consolidated		3.7	%		2.2	%		5.1	%

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EBITDA on a segment basis is defined as earnings before interest, taxes, depreciation and amortization. The following is a reconciliation of our segment operating profit to EBITDA on a segment basis:

	Predecessor							Successor

	October 1, 2013 Through January 15, 2014							January 16, 2014 Through September 30, 2014						Fiscal Year Ended September 30, 2015
	Industrial		Municipal			Products		Industrial		Municipal		Products		Industrial		Municipal		Products
	Industrial		Municipal			Products		Industrial		Municipal		Products		Industrial		Municipal		Products
	(in thousands)
Operating Profit (Loss)	$	50,131	$	(4,680	)	$	15,248	$	48,798	$	4,441	$	24,920	$	86,316	$	22,141	$	37,528
Interest expense(1)		—		—			—		—		—		—		—		—		—
Income tax expense (benefit)(1)		—		—			—		—		—		—		—		—		—
Depreciation and amortization		5,981		2,433			352		24,518		16,906		1,580		30,567		7,656		1,695

EBITDA	$	56,112	$	(2,247	)	$	15,600	$	73,316	$	21,347	$	26,500	$	116,883	$	29,797	$	39,223

(1): Interest expense and income tax expense (benefit) are corporate activities that are not allocated to our three reportable segments.

Industrial

Revenues in the Industrial Segment were $569.0 million in the fiscal year ended September 30, 2015. Revenues in the Industrial Segment for the Successor Period 2014 and the Predecessor Period 2014 were $430.5 million and $167.2 million, respectively. Revenues in fiscal 2015 were adversely impacted by the timing of large capital project orders primarily in the microelectronics and power markets. This resulted in a decline in revenue of $43.8 million from fiscal 2014 to fiscal 2015. This decline was partially offset by an increase in service and aftermarket revenue across all end markets of $6.1 million and $7.7 million respectively.

Operating profit in the Industrial Segment was $86.3 million in the fiscal year ended September 30, 2015. Operating profit in the Industrial Segment for the Successor Period 2014 and the Predecessor Period 2014 was $48.8 million and $50.1 million, respectively. Operating profit in fiscal 2015 was adversely impacted by large capital revenue volume of $16.7 million. This decline was which was partially offset by operational efficiencies and increased service and aftermarket revenue volume of $4.2 million.

EBITDA in the Industrial Segment was $116.9 million in the fiscal year ended September 30, 2015. EBITDA in the Industrial Segment for the Successor Period 2014 and the Predecessor Period 2014 was $73.3 million and $56.1 million, respectively. EBITDA in fiscal 2015 was adversely impacted by the same factors which impacted operating profit during this period.

Municipal

Revenues in the Municipal Segment were $273.6 million in the fiscal year ended September 30, 2015. Revenues in the Municipal Segment for the Successor Period 2014 and the Predecessor Period 2014 were $187.3 million and $71.0 million, respectively. The increase in revenues was primarily due to volume sold in MEMCOR aftermarket of $6.1 million driven by large aftermarket orders in the United Kingdom, and the reorganization and combination of our aftermarket with our capital sales organization. This was partially offset by the initial stages of closing our operations in Italy.

Operating profit in the Municipal Segment was $22.1 million in the fiscal year ended September 30, 2015. Operating profit in the Municipal Segment for the Successor Period 2014 and the Predecessor Period 2014 was $4.4 million and loss of $4.7 million, respectively. The increase in operating profit excluding Italy was primarily due to $3.1 million from volume and operational improvement initiatives delivering approximately $2.8 million in savings. This increase was partially offset by investment in sales resources.

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EBITDA in the Municipal Segment was $29.8 million in the fiscal year ended September 30, 2015. EBITDA in the Municipal Segment for the Successor Period 2014 and the Predecessor Period 2014 was $21.3 million and a loss of $2.2 million, respectively. EBITDA increased because of the same factors that affected operating profit in the Municipal Segment during this period.

Products

Revenues in the Products Segment were $218.3 million in the fiscal year ended September 30, 2015. Revenues in the Products Segment for the Successor Period 2014 and the Predecessor Period 2014 were $167.8 million and $60.3 million, respectively. The decrease in revenues in the Products Segment in fiscal 2015 was affected by the timing of capital project orders in the hydrocarbon and marine markets and weakening foreign currencies impacting the product operations in the Europe and Asia. The impacts to revenues in these markets was partially offset by revenue increases in the microelectronic market in Asia.

Operating profit in the Products Segment was $37.5 million in the fiscal year ended September 30, 2015. Operating profit in the Products Segment for the Successor Period 2014 and the Predecessor Period 2014 was $24.9 million and $15.2 million, respectively. Operating profit in fiscal 2015 was adversely impacted by delays in our capital projects, weakening foreign currencies and investments being made in additional sales resources for the Products Segment, which was partially offset by a reduction in operating expense for back-office functions.

EBITDA in the Products Segment was $39.2 million in the fiscal year ended September 30, 2015. EBITDA in the Products Segment for the Successor Period 2014 and the Predecessor Period 2014 was $26.5 million and $15.6 million, respectively. EBITDA in fiscal 2015 was adversely impacted by the capital projects and currency impacts that affected our operating profit in the same period, partially offset by cost reductions related to operational improvement initiatives.

Liquidity and Capital Resources

Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations, including working capital needs, debt service, acquisitions, other commitments and contractual obligations. We consider liquidity in terms of cash flows from operations and their sufficiency to fund our operating and investing activities.

Our principal sources of liquidity are our cash generated by operating activities and borrowings under our Revolving Credit Facility. Historically, we have financed our operations primarily from cash generated from operations and periodic borrowings under our Revolving Credit Facility. Our primary cash needs are for day to day operations, to pay interest and principal on our indebtedness, to fund working capital requirements and to make capital expenditures.

We expect to continue to finance our liquidity requirements through internally generated funds, the proceeds of this offering and borrowings under our Revolving Credit Facility. We believe that our projected cash flows generated from operations, together with a portion of the proceeds of this offering and borrowings under our Revolving Credit Facility are sufficient to fund our principal debt payments, interest expense, our working capital needs and our expected capital expenditures for the next twelve months. We currently anticipate incurring between $55 million and $60 million of capital expenditures during fiscal 2017. However, our budgeted capital expenditures can vary from period to period based on the nature of capital intensive project awards. We may draw on our Revolving Credit Facility from time to time to fund or partially fund an acquisition.

In connection with the AEA Acquisition, we entered into the Senior Secured Credit Facilities, which originally consisted of (a) a seven-year $505.0 million senior secured first lien term loan facility,

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scheduled to mature on January 15, 2021 and a $75.0 million senior secured revolving credit facility, scheduled to mature on January 15, 2019 and (b) a seven-year $75.0 million senior secured second lien term loan facility, scheduled to mature on January 15, 2022 (which is no longer outstanding). On April 15, 2016, we entered into an amendment to the First Lien Credit Agreement, to borrow an additional $185.0 million of term loans under the Term Loan Facility to fund a portion of the consideration for the Neptune-Benson Acquisition. On October 28, 2016, we entered into the October 2016 Refinancing to (i) borrow an additional $150.0 million of term loans under the Term Loan Facility to fund our repayment in full of the Second Lien Facility and revolving credit loans then outstanding and (ii) increase commitments under the Revolving Credit Facility by $20.0 million to a total of $95.0 million. On August 8, 2017, we entered into the August 2017 Refinancing pursuant to which we (i) borrowed approximately $182.7 million in refinancing term loans, the net proceeds of which were used to refinance in their entirety the NB Incremental Loans and (ii) increased the amount of our existing Term Loan Facility by borrowing $80.0 million of incremental term loans under the Term Loan Facility, the net proceeds of which were used to repay $60.0 million of revolving credit loans then outstanding under the Revolving Credit Facility and to pay related fees and expenses, and for other general corporate purposes (including permitted acquisitions and permitted investments pursuant to the First Lien Credit Agreement). Our Senior Secured Credit Facilities also include an uncommitted incremental facility, which, subject to certain conditions, provides for additional term loans and/or revolving loans in an aggregate amount that does not cause our first lien net leverage ratio to exceed 4.50 to 1.00 (calculated as the ratio of consolidated funded first lien debt for borrowed money (net of unrestricted cash and cash equivalents) to trailing four-quarter Consolidated EBITDA (as defined therein), plus an additional $100 million (excluding incremental revolving credit loans or increases in revolving credit commitments not exceeding $30.0 million) (all of which remained available as of June 30, 2017).

As of June 30, 2017, we had total indebtedness of $893.2 million, including $818.7 million of borrowings under the Term Loan Facility, $60.0 million in borrowings under the Revolving Credit Facility and $7.5 million of letters of credit issued under the Revolving Credit Facility, with $27.5 million in additional borrowing capacity thereunder. An additional $8.4 million of letters of credit were issued under a separate uncommitted facility as of June 30, 2017.

The Senior Secured Credit Facilities contain a number of covenants imposing certain restrictions on our business. These restrictions may affect our ability to operate our business and may limit our ability to take advantage of potential business opportunities as they arise. The restrictions these covenants place on our business operations, include limitations on our or our subsidiaries' ability to:

•: incur or guarantee additional indebtedness;
•: make certain investments;
•: pay dividends or make distributions on our capital stock;
•: sell assets, including capital stock of restricted subsidiaries;
•: agree to payment restrictions affecting our restricted subsidiaries;
•: consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;
•: enter into transactions with our affiliates;
•: incur liens; or
•: designate any of our subsidiaries as unrestricted subsidiaries.

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Evoqua Water Technologies Corp. is a holding company that does not conduct any business operations of its own. As a result, our ability to pay cash dividends on our common stock, if any, is dependent upon cash dividends and distributions and other transfers from our operating subsidiaries. Under the terms of our Senior Secured Credit Facilities, our operating subsidiaries are currently limited in their ability to pay cash dividends to Evoqua Water Technologies Corp., and we expect these limitations to continue in the future under the terms of any future credit agreement or any future debt or preferred equity securities of ours or of our subsidiaries.

In addition, our Revolving Credit Facility, but not the Term Loans, contains a financial covenant which requires us to comply with the maximum first lien net leverage ratio of 5.55 to 1.00 as of the last day of any quarter on which the aggregate amount of revolving loans and letters of credit outstanding under the Revolving Credit Facility (net of cash collateralized letters of credit and undrawn outstanding letters of credit in an amount of up to 50% of the Revolving Credit Facility) exceeds 25% of the total commitments thereunder.

As of September 30, 2016 and June 30, 2017, we were in compliance with the covenants contained in the Senior Secured Credit Facilities.

Our indebtedness could adversely affect our ability to raise additional capital, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk and prevent us from meeting our obligations. See "Risk Factors—Risks Relating to Our Indebtedness—Our substantial indebtedness could adversely affect our financial condition and limit our ability to raise additional capital to fund our operations."

Cash Flows

The following table summarizes the changes to our cash flows for the periods presented:

				Successor

	Predecessor			Successor
	Predecessor						Years Ended September 30,						Nine Months Ended June 30,
	October 1, 2013 Through January 15, 2014			January 16, 2014 Through September 30, 2014

							2015			2016			2016			2017
							2015			2016			2016			2017
	(in thousands)
													(unaudited)
Statement of Cash Flows Data
Net cash provided by (used in) operating activities	$	45,577		$	37,478		$	41,944		$	31,919		$	10,655		$	15,793
Net cash provided by (used in) investing activities		(7,524	)		(762,087	)		(46,866	)		(344,610	)		(331,227	)		(117,266	)
Net cash provided by (used in) financing activities		89,901			911,444			(6,263	)		191,389			199,067			104,449
Effect of exchange rate changes on cash		(243	)		(1,399	)		(5,225	)		2,637			369			680

Change in cash and cash equivalents	$	127,711		$	185,436		$	(16,410	)	$	(118,665	)	$	(121,136	)	$	3,656

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Operating Activities

Cash flows from operating activities can fluctuate significantly from period-to-period as working capital needs and the timing of payments for restructuring activities and other items impact reported cash flows.

Net cash provided by operating activities increased to $15.8 million in the nine months ended June 30, 2017 from $10.7 million in the nine months ended June 30, 2016.

•: Operating cash flows in the nine months ended June 30, 2017 reflect a decrease in net income of $19.4 million as compared to the comparable period in 2016 and increased non-cash charges of $28.5 million primarily relating to deferred taxes and increased depreciation and amortization. The increased deferred tax impacts relate to increases in valuation allowances as compared to the nine months ended June 30, 2016 driven by realizing tax expense in a jurisdiction that excludes certain items from the valuation allowance analysis. The increased depreciation and amortization expense primarily relates to the amortization of intangible assets acquired in connection with the AEA Acquisition in fiscal 2014 and additional intangible assets obtained through various acquisitions completed in fiscal 2016 and fiscal 2017.
•: The aggregate of receivables, inventories, cost and earnings in excess of billings on uncompleted contracts, accounts payable and billings in excess of costs incurred on uncompleted contracts used $24.1 million in operating cash flows in the nine months ended June 30, 2017 compared to $11.4 million in operating cash flows in the comparable period in 2016. The amount of cash flow generated from or used by the above mentioned accounts depends upon how effectively we manage our cash conversion cycle, which is a representation of the number of days that elapse from the date of purchase of raw materials and components to the collection of cash from customers. Our cash conversion cycle can be significantly impacted by the timing of collections and payments in a period. Further, as it relates to capital projects, fiscal 2016 represented a continued rebuilding of the pipeline of capital projects as compared to the period prior to the AEA Acquisition, which represented a depletion of the pipeline of capital projects. This build-up of capital project activity contributed to the variability of accounts receivable, inventories, excess billings on uncompleted contracts or billings in excess of costs incurred on uncompleted contracts from period to period.
•: The aggregate of prepaid expense and other assets and other non-current assets and liabilities used $3.9 million in operating cash flows in the nine months ended June 30, 2017 compared to $7.9 million provided in the comparable period of 2016. The use of operational cash flow in the period ended June 30, 2017 was primarily related to the continued payments received from an outstanding lease receivable, offset by an $8.0 million increase in capital lease liabilities. The increase in capital leases of approximately $4.7 million was the primary driver of operational cash flows in fiscal 2016.
•: Accrued expenses and other liabilities used $10.7 million in operating cash flows in the nine months ended June 30, 2017 compared to a use of $32.8 million in the comparable period of 2016. The use of operational cash flow in both periods resulted primarily from the timing of cash payments for various employee-related liabilities.

Net cash provided by operating activities decreased $10.0 million to $31.9 million in the fiscal year ended September 30, 2016 from $41.9 million in the fiscal year ended September 30, 2015. This decrease was primarily due to the following:

•: Operating cash flows in the fiscal year ended September 30, 2016 reflected an increase in net income of $99.1 million from fiscal 2015. Net income in fiscal 2016 included a benefit from the relief of the income tax valuation allowance of $15.4 million compared to establishing an income tax valuation allowance of $60.7 million in fiscal 2015. Additionally in fiscal 2016, net income

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included the non-cash impact of foreign currency losses for intracompany loans primarily denominated in euro of $0.1 million compared to $19.3 million in fiscal 2015.

•: The aggregate of receivables, inventories, cost and earnings in excess of billings on uncompleted contracts, accounts payable and billings in excess of costs incurred on uncompleted contracts used $14.5 million in operating cash flows in fiscal 2016 compared to $19.9 million of operating cash flows provided in fiscal 2015. The amount of cash flow generated from or used by the above mentioned accounts depends upon how effectively we manage our cash conversion cycle, which is a representation of the number of days that elapse from the date of purchase of raw materials and components to the collection of cash from customers. Our cash conversion cycle can be significantly impacted by the timing of collections and payments in a period. Further, as it relates to capital projects, fiscal 2016 represented a continued rebuilding of the pipeline of capital projects as compared to the period prior to the AEA Acquisition, which represented a depletion of the pipeline of capital projects. This build-up of capital project activity contributed to the variability of accounts receivable, inventories, excess billings on uncompleted contracts or billings in excess of costs incurred on uncompleted contracts from period to period.
•: Accrued expenses and other liabilities used $31.4 million in operating cash flows in fiscal 2016 compared to $14.6 million used in fiscal 2015. This increased use of operational cash flow resulted primarily from the timing of cash payments for various employee-related and other restructuring activities during fiscal 2016 compared to fiscal 2015.
•: The aggregate of non-current assets and non-current liabilities provided $16.0 million in operating cash flows in fiscal 2016 compared to $3.2 million used in fiscal 2015. The cash flows related to this increase in fiscal 2016 include an increase in pension liabilities of $8.1 million compared to a decrease of pension liability of $0.3 million in fiscal 2015, driven by declines in discount rates used to value projected benefit obligations. Additionally, $8.4 million of long term capital leases were entered into in fiscal 2016.

Net cash provided by operating activities decreased $41.2 million to $41.9 million in the fiscal year ended September 30, 2015 from $37.5 million in the Successor Period 2014 and $45.6 million in the Predecessor Period 2014. This decrease was primarily due to the following:

•: Fiscal 2015 operating cash flows reflected a decrease in net loss of $14.0 million as compared to the comparable 2014 period. The Successor Period 2014 included a tax benefit of $48.5 million. In fiscal 2015, net loss included a valuation allowance on deferred tax assets of $63.5 million. Additionally, net loss in the Predecessor and Successor periods 2014 included depreciation and amortization of $154.9 million compared to $58.1 million in fiscal 2015 primarily resulting from $87.4 million of backlog (useful life of one year) amortization recognized in the Successor Period of 2014. Intangible amortization expense primarily relates to the amortization of intangible assets acquired in connection with the AEA Acquisition. Additionally, in fiscal 2015, net loss included a non-cash impact of foreign currency losses for intracompany loans primarily denominated in euro of $19.3 million compared to $6.8 million in Successor Period 2014.
•: In fiscal 2014, operating cash flow included the build-up a $36.3 million payment on balances due to affiliates of the Predecessor which were settled as part of the AEA Acquisition.
•: The aggregate of receivables, inventories, cost and earnings in excess of billings on uncompleted contracts, accounts payable and billings in excess of costs incurred on uncompleted contracts provided $19.9 million in operating cash flows in fiscal 2015 compared to $55.8 million of operating cash flows provided in fiscal 2014. The amount of cash flow generated from or used by the above mentioned accounts depends upon how effectively we manage our cash conversion cycle, which is a representation of the number of days that elapse from the date of purchase of raw materials and components to the collection of cash from customers. Our cash conversion cycle can be significantly impacted by the timing of collections and payments in a period.

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Further, as it relates to capital projects, fiscal 2015 represented a rebuilding of the pipeline of capital projects, as compared to the period prior to the AEA Acquisition, which represented a depletion of the pipeline of capital projects. This build-up of capital project activity contributed to the variability accounts receivable, inventories, of excess billings on uncompleted contracts or billings in excess of costs incurred on uncompleted contracts from period to period.

•: Prepaid expense and other assets provided $4.3 million in operating cash flows in fiscal 2015 compared to $17.3 million provided in fiscal 2014. This change in operational cash flow resulted primarily from the timing of cash payments for income taxes and prepaid rents during fiscal 2015 compared to fiscal 2014.

Investing Activities

Net cash used in investing activities decreased $214.0 million from $331.3 million in the nine months ended June 30, 2016 to $117.3 million in the nine months ended June 30, 2017. This decrease was largely driven by the relative size of acquisitions completed during the comparative periods. During the nine months ended June 30, 2016 we completed the acquisitions of Magneto and Neptune-Benson, requiring a net cash outlay of $299.6 million, while the acquisitions of ETS, Noble, Olson and ADI completed during the nine months ended June 30, 2017, were significantly smaller, requiring a net cash outlay of only $77.8 million. This reduction in net cash used in acquisitions was offset, in part, by a period over period increase of $5.8 million in cash outlays for the purchase of property, plant and equipment in support of customer orders, and a period over period increase of $3.9 million in cash outlays for intangible assets related to the purchase of software licenses with varying useful lives.

Net cash used in investing activities increased $297.7 million from $46.9 million in the fiscal year ended September 30, 2015 to $344.6 million in the fiscal year ended September 30, 2016. This increase was primarily due to the acquisitions of Neptune Benson, Magneto, VAF and Delta UV, which were consummated during fiscal 2016 with a total cash outlay of $306.4 million. This cash outlay on acquisitions was offset, in part, by proceeds of $4.5 million from the Vernon Disposition, and $5.2 million on the sale of vacant facilities.

Net cash used in investing activities decreased $722.7 million to $46.9 million in the fiscal year ended September 30, 2015 from $762.1 million in the Successor Period 2014 and $7.5 million in the Predecessor Period 2014. This decrease primarily resulted from the occurrence of the AEA Acquisition in fiscal 2014 for $730.6 million, which did not recur in fiscal 2015. The overall decrease in net cash used in investing activities was partially offset by a $7.4 million increase in purchases of property, plant and equipment related to ongoing maintenance of our facilities and equipment.

Financing Activities

Net cash provided by financing activities decreased $94.6 million from $199.1 million of net cash provided by financing activities in the nine months ended June 30, 2016 to net cash provided by financing activities of $104.4 million in the nine months ended June 30, 2017. This lower amount of cash provided by financing activities in the nine months ended June 30, 2017 was primarily due to higher repayment of outstanding debt. During the nine months ending June 30, 2017, we refinanced $75.0 million of our Second Lien Facilities into the First Lien Facilities and used proceeds from our Revolving Credit Facility for two acquisitions which closed in June 2017. In addition, we continued to repay debt in accordance with each applicable credit agreement's terms, including repayment of amounts borrowed from the Revolving Credit Facility during fiscal 2016.

Net cash provided by financing activities increased $197.7 million from $6.3 million of net cash used in financing activities in the fiscal year ended September 30, 2015 to net cash provided by financing activities of $191.4 million in the fiscal year ended September 30, 2016. This increase was primarily due to issuance of debt of $185.0 million under the Senior Secured Credit Facilities proceeds

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from capital contributions and issuance of common stock of approximately $17.0 million, both in support of acquisition activities.

Net cash provided by financing activities decreased $1,007.6 million from net cash provided by financing activities of $911.4 million in the Successor Period 2014 and $89.9 million in the Predecessor Period 2014 to net cash used in financing activities of $6.3 million in the fiscal year ended September 30, 2015. This decrease was primarily due to issuance of debt related to the AEA Acquisition and the related proceeds from issuance of common stock in the Successor Period 2014, partially offset by the reduction in borrowings under the Senior Secured Credit Facilities and investor transaction fees.

Seasonality

While we do not believe it to be significant, our business does exhibit seasonality resulting from our customers' increasing demand for our products and services during the spring and summer months as compared to the fall and winter months. For example, our Municipal Segment experiences increased demand for our odor control product lines and services in the warmer months which, together with other factors, typically results in improved performance in the second half of our fiscal year. Inclement weather, such as hurricanes, droughts and floods, can also drive increased demand for our products and services. As a result, our results from operations may vary from period to period.

Off-Balance Sheet Arrangements

As of September 30, 2016 and June 30, 2017, we had letters of credit totaling $18.1 million and $15.9 million, respectively, and surety bonds totaling $102.2 million and $80.3 million respectively, outstanding under our credit arrangements. The longest maturity date of the letters of credit and surety bonds related to commercial contracts in effect as of June 30, 2017 was March 31, 2024. Additionally, as of September 30, 2016 and June 30, 2017, we had letters of credit totaling $1.5 million and $1.1 million, respectively, and surety bonds totaling $43.7 million and $14.3 million, respectively, outstanding under our prior arrangement with Siemens.

Contractual Obligations

We enter into long-term obligations and commitments in the normal course of business, primarily debt obligations and non-cancelable operating leases. As of September 30, 2016, without giving effect to this offering or the use of proceeds therefrom, our contractual cash obligations over the next several periods were as follows (in thousands):

	Total		Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years

Operating lease commitments(a)	$	47,369	$	13,232	$	17,665	$	10,688	$	5,784
Capital lease commitments(b)		28,354		7,530		13,013		6,972		839
Long-term debt obligations		779,411		30,024		18,314		730,355		718
Interest payments on long-term debt obligations		171,201		40,315		79,921		50,965		—

Total	$	1,026,335	$	91,101	$	128,913	$	798,980	$	7,341

(a): We occupy certain facilities and operate certain equipment and vehicles under non-cancelable lease arrangements. Lease agreements may contain lease escalation clauses and purchase and renewal options. We recognize scheduled lease escalation clauses over the course of the applicable lease term on a straight-line basis.
(b): We lease certain equipment classified as capital leases. The leased equipment is depreciated on a straight line basis over the life of the lease and is included in depreciation expense.

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Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions about future events that affect amounts reported in our consolidated financial statements and related notes, as well as the related disclosure of contingent assets and liabilities at the date of the financial statements. Management evaluates its accounting policies, estimates and judgments on an on-going basis. Management bases its estimates and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions and conditions.

Management evaluated the development and selection of its critical accounting policies and estimates and believes that the following involve a higher degree of judgment or complexity and are most significant to reporting our results of operations and financial position, and are therefore discussed as critical. The following critical accounting policies reflect the significant estimates and judgments used in the preparation of our consolidated financial statements. With respect to critical accounting policies, even a relatively minor variance between actual and expected experience can potentially have a materially favorable or unfavorable impact on subsequent results of operations. More information on all of our significant accounting policies can be found in "Note 2—Summary of Significant Accounting Policies" to our audited consolidated financial statements included elsewhere in this prospectus.

Use of Estimates

Our consolidated financial statements are prepared in conformity with GAAP and require management to make estimates and assumptions. These assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Estimates and assumptions are used for, but not limited to: (i) revenue recognition; (ii) allowance for doubtful accounts; (iii) inventory valuation, asset valuations, impairment and recoverability assessments; (iv) depreciable lives of assets; (v) useful lives of intangible assets; (vi) income tax reserves and valuation allowances and (vii) product warranty and litigation reserves. Estimates are revised as additional information becomes available. Actual results could differ from these estimates.

Accounts Receivable

Receivables are primarily comprised of uncollected amounts owed to us from transactions with customers and are presented net of allowances for doubtful accounts. Allowances are estimated based on historical write-offs and the economic status of customers. We consider a receivable delinquent if it is unpaid after the term of the related invoice has expired. Write-offs are recorded at the time all collection efforts have been exhausted.

Inventories

Inventories are stated at the lower of cost or market, where cost is generally determined on the basis of an average or first-in, first-out method. Production costs comprise direct material and labor and applicable manufacturing overheads, including depreciation charges. We regularly review inventory quantities on hand and write off excess or obsolete inventory based on estimated forecasts of product demand and production requirements. Manufacturing operations recognize cost of product sales using standard costing rates with overhead absorption which generally approximates actual cost.

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Property, Plant, and Equipment

Property, plant, and equipment is valued at cost less accumulated depreciation and impairment losses. If the costs of certain components of an item of property, plant, and equipment are significant in relation to the total cost of the item, they are accounted for and depreciated separately. Depreciation expense is recognized using the straight-line method. Useful lives are reviewed annually and, if expectations differ from previous estimates, adjusted accordingly. Estimated useful lives for major classes of depreciable assets are as follows:

Asset Class		Estimated Useful Life

Machinery and equipment		3 to 20 years
Buildings and improvements		10 to 40 years

Leasehold improvements are depreciated over the shorter of their estimated useful life or the term of the lease. Costs related to maintenance and repairs that do not extend the assets' useful life are expensed as incurred.

Goodwill and Other Intangible Assets

We review goodwill to determine potential impairment annually during the fourth quarter of our fiscal year, or more frequently if events and circumstances indicate that the asset might be impaired. Impairment testing for goodwill is performed at a reporting unit level. We have determined that we have four reporting units. Our quantitative impairment testing utilizes both a market (guideline public company) and income (discounted cash flows) method for determining fair value. In estimating the fair value of the reporting unit utilizing a discounted cash flow valuation technique, we incorporate our judgment and estimates of future cash flows, future revenue and gross profit growth rates, terminal value amount, capital expenditures and applicable weighted-average cost of capital used to discount these estimated cash flows. The estimates and projections used in the estimate of fair value are consistent with our current budget and long-range plans, including anticipated change in market conditions, industry trend, growth rates and planned capital expenditures, among other considerations. If the carrying value of the reporting unit is greater than the fair value, the second step is performed, where the implied fair value of goodwill is compared to its carrying value.

Impairment of Long-Lived Assets

Long-lived assets, such as property, plant and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Conditions that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate that could affect the value of an asset, a product recall or an adverse action by a regulator. Recoverability of the asset or asset group is measured by comparison of its carrying amount to undiscounted future net cash flows the asset or asset group is expected to generate. If the carrying amount of an asset or asset group is not recoverable, we recognize an impairment loss based on the excess of the carrying amount of the asset or asset group over its respective fair value which is generally determined as the present value of estimated future cash flows or as the appraised value.

We amortize these assets with finite lives over their estimated useful lives on a straight-line basis. This amortization methodology best matches the pattern of economic benefit that is expected from the definite-lived intangible assets.

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Revenue Recognition

Sales of goods and services are recognized when persuasive evidence of an arrangement exists, the price is fixed or determinable, collectability is reasonably assured and delivery has occurred or services have been rendered.

For sales of aftermarket parts or products with a low level of customization and engineering time, we recognize revenues at the time title and risks and rewards of ownership pass, which is generally when products are shipped or delivered to the customer as we have no obligation for installation. Sales of short-term service arrangements are recognized as the services are performed, and sales of long-term service arrangements are typically recognized on a straight-line basis over the life of the agreement.

For certain arrangements where there is significant customization to the product, we recognize revenue under the provisions of ASC 605-35, Revenue Recognition—Construction-Type and Production-Type Contracts . These products include large capital water treatment projects, systems and solutions for municipal and industrial applications. Revenues from construction-type contracts are generally recognized under the percentage-of-completion method, based on the input of costs incurred to date as a percentage of total estimated contract costs. The nature of the contracts are generally fixed price with milestone billings. As needed, we update estimates of future costs for agreements in process and report any cumulative effect of such adjustments in current operations. Approximately $28.4 million, $25.0 million and $15.4 million of revenues from construction-type contracts were recognized on a completed contract method, which is typically when the product is delivered and accepted by the customer, during the fiscal years ended September 30, 2016, 2015 and 2014. The completed contract method is principally used when the contract is short in duration (generally less than twelve months) and where results of operations would not vary materially from those resulting from the use of the percentage-of-completion method. Cost and earnings in excess of billings under construction-type arrangements are recorded when contracts have net asset balances where contract costs plus recognized profits less recognized losses exceed progress billings. Billings in excess of costs incurred are recorded when contract progress billings exceed costs and recognized profit less recognized losses.

Product Warranties

Accruals for estimated expenses related to warranties are made at the time products are sold and are recorded as a component of cost of product sales in the Consolidated Statements of Operations and Comprehensive Loss in our financial statements included elsewhere in this prospectus. The estimated warranty obligation is based on product warranty terms offered to customers, ongoing product failure rates, material usage and service delivery costs expected to be incurred in correcting a product failure, as well as specific obligations for known failures and other currently available evidence. We assess the adequacy of the recorded warranty liabilities on a regular basis and adjust amounts as necessary.

Income Taxes

We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are provided against deferred tax assets when it is deemed more likely than not that some portion or all of the deferred tax asset will not be realized within a reasonable time period. We assess tax positions using a two-step process. A tax position is recognized if it meets a more-likely-than-not threshold, and is measured at

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the largest amount of benefit that is greater than 50% of being realized. Uncertain tax positions are reviewed each balance sheet date.

In November 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2015-17 , Balance Sheet Classification of Deferred Taxes. This update simplifies the presentation of deferred income taxes. The amendments in this update require that deferred tax liabilities and assets be classified as noncurrent for all entities that present a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this update. The amendments in this update are effective for non-public entity financial statements issued for annual periods beginning after December 15, 2017, and interim periods with annual periods beginning after December 15, 2018. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The amendments in this update may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. Management has elected to prospectively adopt this update early as of October 1, 2015. By adopting this update prospectively, prior periods were not retrospectively adjusted.

Equity-based Compensation

We account for awards of equity instruments in accordance with relevant authoritative literature. Given the absence of a public trading market for our common stock, the fair value of the common stock underlying our share-based awards was determined by our board, with input from management, in each case using the income and market valuation approach. We believe that our board has the relevant experience and expertise to determine the fair value of our common stock. In accordance with the Accounting and Valuation Guide: Valuation of Privately-Held-Company Equity Securities Issued as Compensation published by the American Institute of Certified Public Accountants , our board exercised reasonable judgment and considered numerous objective and subjective factors to determine the best estimate of the fair value of our common stock including:

•: our historical and projected operating and financial results, including capital expenditures;
•: current business conditions and performance, including dispositions and discontinued operations;
•: present value of estimated future cash flows;
•: the market performance and financial results of comparable publicly-traded companies;
•: amounts of indebtedness;
•: industry or company-specific considerations;
•: likelihood of achieving a liquidity event, such as an initial public offering or a sale of the company;
•: lack of marketability of our common stock; and
•: the U.S. and global capital market conditions.

These estimates will not be necessary to determine the fair value of new awards once the underlying shares begin trading publicly. Stock options are granted with exercise prices equal to or greater than the estimated fair market value on the date of grant as authorized by our compensation committee. Options granted vest ratably at 25% per year and are exercisable at the time of vesting. Stock option grants are generally subject to forfeiture if employment terminates prior to vesting. We have selected the Black-Scholes option pricing model for estimating the grant date fair value of stock option awards granted. We have considered the retirement and forfeiture provisions of the options and utilized our historical experience and the experience of similar public companies to estimate the expected life of the options. We base the risk-free interest rate on the yield of a zero coupon U.S.

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Treasury security with a maturity generally equal to the expected life of the option from the date of the grant. We estimate the volatility of the share price of our common stock by considering the historical volatility of the stock of similar public entities. We estimate the dividend yield to be zero as we do not intend to pay dividends in the future. In determining the appropriateness of the public entities included in the volatility assumption we considered a number of factors, including the entity's life cycle stage, growth profile, size, financial leverage and products offered. Stock-based compensation cost is measured at the grant date based on the value of the award, net of estimated forfeitures, and is recognized as a component of general and administrative expense over the requisite vesting period.

In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which amends ASC Topic 718, Compensation—Stock Compensation. The ASU includes provisions intended to simplify various aspects related to how share-based payments are accounted for and presented in the financial statements. ASU 2016-09 will be effective for non-public entities for the quarter ending December 31, 2017. This update is not expected to have an impact on our consolidated financial statements.

Retirement Benefits

We apply ASC Topic 715, Compensation—Retirement Benefits , which requires the recognition in pension obligations and accumulated other comprehensive income of actuarial gains or losses, prior service costs or credits and transition assets or obligations that have previously been deferred. The determination of retirement benefit pension obligations and associated costs requires the use of actuarial computations to estimate participant plan benefits to which the employees will be entitled. The significant assumptions primarily relate to discount rates, expected long-term rates of return on plan assets, rate of future compensation increases, mortality, years of service and other factors. We develop each assumption using relevant experience in conjunction with market-related data for each individual country in which such plans exist. All actuarial assumptions are reviewed annually with third-party consultants and adjusted as necessary. For the recognition of net periodic postretirement cost, the calculation of the expected return on plan assets is generally derived by applying the expected long-term rate of return on the market-related value of plan assets. The fair value of plan assets is determined based on actual market prices or estimated fair value at the measurement date.

Recent Accounting Pronouncements

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU No. 2014-09 clarifies the principles for recognizing revenue when an entity either enters into a contract with customers to transfer goods or services or enters into a contract for the transfer of non-financial assets. ASU 2014-09 may be adopted using either of two acceptable methods: (1) retrospective adoption to each prior period presented with the option to elect certain practical expedients; or (2) adoption with the cumulative effect recognized at the date of initial application and providing certain disclosures. To assess at which time revenue should be recognized, an entity should use the following steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, the entity satisfies a performance obligation. The standard is effective for the Company for the quarter ending December 31, 2018. We have engaged a third party to assist in assessing the impact adoption of this guidance will have on its consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . ASU 2016-02 requires recognition of operating leases as lease assets and liabilities on the balance sheet, and disclosure of key information about leasing arrangements. ASU 2016-02 will be effective retrospectively for us for the quarter ending December 31, 2019, with early adoption permitted. We are currently assessing the impact adoption of this guidance will have on our consolidated financial statements.

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In March 2016, the FASB issued (ASU) 2016-09, Improvements to Employee Share-Based Payment Accounting , which amends ASC Topic 718, Compensation—Stock Compensation . The ASU includes provisions intended to simplify various aspects related to how share-based payments are accounted for and presented in the financial statements. ASU No. 2016-09 will be effective for the Company for the quarter ending December 31, 2017. This update is not expected to have an impact on the Company's consolidated financial statements. The Company is currently assessing the impact adoption of this guidance will have on its consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) . This new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 will be effective for us for the quarter ending December 31, 2018, with early adoption permitted. The guidance should be applied retrospectively to all periods presented, unless deemed impracticable, in which case prospective application is permitted. We are currently evaluating the potential impact of adoption on our consolidated financial statements.

In October 2016, the FASB issued ASU 2016-17, Consolidations (Topic 810): Interests Held through Related Parties that are under Common Control. The ASU changes how a single decision maker of a VIE that holds indirect interest in the entity through related parties that are under common control determines whether it is the primary beneficiary of the VIE. The new guidance amends ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis , issued in February 2015. The guidance should be applied coincidentally with the adoption of ASU 2015-02, which was effective for us for the quarter ended December 31, 2016. The adoption of this guidance did not have a significant impact on our consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment . This ASU simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures goodwill impairment loss by comparing the implied value of a reporting unit's goodwill with the carrying amount of that goodwill. The amendments in this ASU are effective for us for the quarter ending December 31, 2020. We do not expect the adoption of this ASU to have a material impact on our consolidated financial statements.

In May 2017, the FASB issued ASU 2017-09, Scope of Modification Accounting, which amended Accounting Standards Code Topic 718. FASB issued ASU 2017-09 to reduce the cost and complexity when applying Topic 718 and standardize the practice of applying Topic 718 to financial reporting. The ASU was not developed to fundamentally change the definition of a modification, but instead to provide guidance for what changes would qualify as a modification. ASU No. 2017-09 will be effective for us for the quarter ending December 31, 2018. We are currently evaluating the potential impact of adoption on the Company's Consolidated Financial Statements.

Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

We have market risk exposure arising from changes in interest rates on our Senior Secured Credit Facilities, which bear interest at rates that are benchmarked against LIBOR. Based on our overall interest rate exposure to variable rate debt outstanding as of June 30, 2017, a 1% increase or decrease in interest rates would increase or decrease income (loss) before income taxes by approximately $8.1 million.

Impact of Inflation

Our results of operations and financial condition are presented based on historical cost. While it is difficult to accurately measure the impact of inflation due to the imprecise nature of the estimates

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required, we believe the effects of inflation, if any, on our results of operations and financial condition have been immaterial. We cannot assure you, however, that our results of operations and financial condition will not be materially impacted by inflation in the future.

Foreign Currency Risk

We have global operations and therefore enter into transactions denominated in various foreign currencies. While we believe we are not susceptible to any material impact on our results of operations caused by fluctuations in exchange rates because our operations are primarily conducted in the United States, if we expand our foreign operations in the future, substantial increases or decreases in the value of the U.S. dollar relative to these other currencies could have a significant impact on our results of operations.

To mitigate cross-currency transaction risk, we analyze significant exposures where we have receipts or payments in a currency other than the functional currency of our operations, and from time to time we may strategically enter into short-term foreign currency forward contracts to lock in some or all of the cash flows associated with these transactions. We also are subject to currency translation risk associated with converting our foreign operations' financial statements into U.S. dollars. We use short-term foreign currency forward contracts and swaps to mitigate the impact of foreign exchange fluctuations on consolidated earnings. We use foreign currency derivative contracts in order to manage the effect of exchange fluctuations on forecasted sales, purchases, acquisitions, inventory, capital expenditures and certain intercompany transactions that are denominated in foreign currencies. We do not use derivative financial instruments for trading or speculative purposes.

Internal Control over Financial Reporting

The process of improving our internal controls has required and will continue to require us to expend significant resources to design, implement and maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. There can be no assurance that any actions we take will be completely successful. We will continue to evaluate the effectiveness of our disclosure controls and procedures and internal control over financial reporting on an on-going basis. As part of this process, we may identify specific internal controls as being deficient.

In fiscal 2016, we began evaluating and implementing our internal control procedures in order to comply with the requirements of Section 404 of the Sarbanes-Oxley Act. Section 404 requires annual management assessments of the effectiveness of our internal control over financial reporting and a report by our independent auditors addressing these assessments. We will be required to comply with Section 404 in full (including the management certification requirements and an auditor attestation on management's internal controls report) in our annual report on Form 10-K for the year following our first annual report required to be filed with the SEC (subject to any change in applicable SEC rules).

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BUSINESS

Company Overview

We are a leading provider of mission critical water treatment solutions, offering services, systems and technologies to support our customers' full water lifecycle needs. With over 200,000 installations worldwide, we hold leading positions in the industrial, commercial and municipal water treatment markets in North America. We offer a comprehensive portfolio of differentiated, proprietary technology solutions sold under a number of market-leading and well-established brands. We deliver and maintain these mission critical solutions through the largest service network in North America, assuring our customers continuous uptime with 86 branches which are located no further than a two-hour drive from over 90% of our customers' sites. We believe that the customer intimacy created through our service network is a significant competitive advantage.

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and acquire products, services and solutions, adapt our business to meet the demands of our customers, comply with changes to government regulations and achieve market acceptance.

We have developed a broad set of well-established, unique relationships across a highly diverse customer base. These relationships produce a visible flow of reoccurring business, with approximately 58% of our revenue for fiscal 2016 derived from service, consumables and aftermarket parts that come from our repeat business and backlog. Additionally, approximately 24% of our revenue for fiscal 2016 consisted of capital orders already in backlog at the beginning of fiscal 2016, resulting in significant visibility into over 82% of our overall annual sales for fiscal 2016. In the industrial market we serve over 25,000 customers, including a substantial majority of the industrial companies within the Fortune 500. We partner with our industrial customers through our direct sales and service team, which is organized geographically and by specific end market. In the municipal market we serve over 7,800 U.S. wastewater sites and over 1,800 global drinking water treatment sites, providing solutions that help treat over 40% of the U.S. municipal wastewater sites as of June 30, 2017. Our deep institutional relationships with independent sales representatives across North America, who serve as the primary channel for new municipal water treatment projects, and upon whom we depend to successfully market and sell our products, services and solutions provide us significant access to new projects up for bid and for servicing our installed base.

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	Industrial	Municipal	Products

Overview	• Tailored solutions in collaboration with our customers backed by life-cycle services including on-demand water, BOO, recycle / reuse and emergency response service alternatives to improve operational reliability, performance and environmental compliance	• Delivers solutions, equipment and services to engineering firms, OEMs and municipalities to treat wastewater and purify drinking water	• Highly differentiated and scalable range of products and technologies specified by global water treatment designers, OEMs, engineering firms and integrators
Channel	• Direct sales with market vertical focus	• Independent representative network supported by technical sales team • Direct sales and aftermarket channels	• Direct and indirect sales and aftermarket channels
Key offerings	• Full lifecycle service and solutions for influent, effluent and process water, including on-demand water, BOO, recycle / reuse and emergency response services • Equipment systems for industrial needs: influent water, boiler feed water, ultrahigh purity, process water, wastewater treatment and recycle / reuse • Full-scale outsourcing of operations and maintenance	• Wide range of wastewater solutions: — Ultrafiltration membrane bioreactors — Advanced biological treatment — Clarifiers, aerators, screens and dewatering — Ballasted clarification — Odor and corrosion control equipment and services • Ultrafiltration for drinking water • Retrofit, rehabilitation and aftermarket	• Filtration — Regenerative media and microsand — Self-cleaning filters and intake screens • Disinfection — Low and medium pressure UV — Electrochlorination and gas chlorination • Anode technology • Electrodeionization • Analyzers and controllers
Percentage of FY 2016 revenue	53%	24%	23%

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to leverage our broad range of products and technologies to deliver a tailored solution that best addresses a specific customer's needs, including a growing portfolio of smart water technologies encompassed in our Water One platform. Key capital and related aftermarket service and product offerings include filtration, reverse osmosis, ion exchange and continuous deionization. As a result of our speed, capabilities and experience, we are a trusted partner to 25,000 industrial customers, including a substantial majority of Fortune 500 industrial companies. As water is a critical component in many industrial production processes, unavailability of proper water purity, specification or quality can lead to significant constraints, downtime and increased operating costs.

Products. Our Products Segment sells differentiated technologies to a diverse set of water treatment system specifiers, integrators and end users globally. Our offerings are highlighted by our filtration and disinfection, electrodeionization and electrochlorination technologies, separation technologies and anodes offerings. Our filtration and disinfection offerings include our Defender line of products, which is a regenerative media filtration leader in the commercial aquatics market. Our IONPURE electrodeionization solutions allow customers to achieve ultrahigh purity water without the use of chemicals in the treatment process. Our electrochlorination products provide extensive water treatment solutions for the maritime, oil and gas and power markets. We also have extensive capabilities in anode technologies, cathodic protection, solid and liquid separation technologies and various aftermarket parts, consumables and accessories. All of our offerings are highly scalable and designed to meet current and future water treatment needs, with a focus on generating repeat business from our customers. We generally service the equipment we provide our customers: however, their failure to properly use, safeguard or maintain their equipment of product defects or unanticipated use of our products could result in liability to us.

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Our Industry

Source: Management estimates, Amane Advisors; data is as of 2016.

(1): Evoqua does not provide EPC services, but does sell products and solutions to EPC firms.

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a multitude of industrial, commercial and municipal applications. These secular trends include global population growth, urbanization, industrialization and overall economic growth. In addition, the supply of clean water could be adversely impacted by factors including an aging water infrastructure within North America and increased levels of water stress from seasonal rainfall, inadequate water storage options or treatment technologies. More specific to our business, water is a critical component and byproduct of many processes, including in manufacturing and product development. As such as global consumption patterns evolve and water shortages persist, demand for equipment and services will continue to increase. We estimate the global water market is expected to grow in total revenue by approximately 3% annually from 2017 to 2020, although such growth may not be concentrated in the markets that we serve or may be otherwise affected by global or regional economic conditions.

The industrial market is comprised of direct end market distribution channels. The commercial market includes a variety of routes to market including direct and third-party channel relationships.

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Municipal market. There were more than 19,500 municipalities in the United States as of 2012, according to the United States Census Bureau. Together, these municipalities provided drinking and wastewater services to over 282 million people in 2016, according to the U.S. EPA. According to Amane Advisors, our served municipal market in North America is estimated to be approximately $4 billion in total revenue. The criticality of water has also increased due to heightened safety standards, stricter environmental regulation and aging infrastructure. The municipal market is comprised of a wide range of drinking and wastewater treatment facilities. Key market participants include engineering firms and EPC companies that drive plant design and specifications, along with local municipal sales representatives.

Our Strengths

Positioned to capitalize on favorable industry growth dynamics and benefit from diverse end-market exposure . While a decline in general global economic and business conditions may adversely affect demand for our products, services and solutions, water treatment is an essential, non-discretionary market that is growing in importance as access to clean water has become an international priority. A number of global, long-term secular trends underpin anticipated industry growth dynamics and have resulted in increasingly stringent effluent regulations along with a growing demand for cleaner and sustainable waste streams for reuse. These trends include the growing global population, increasing levels of urbanization and continued global economic growth. We have seen these trends manifest themselves within our various end markets creating multiple avenues of growth, but we are unable to predict the impact of potential countervailing considerations. For example, within the industrial market, water is an integral component in the production of a wide range of goods spanning from consumer electronics to automobiles. Additionally, recent events such as the crisis in Flint, Michigan have renewed focus on clean drinking water in the United States, which, combined with historical increases in infrastructure investment, translates to growing demand for our solutions and services in the municipal market. Furthermore, our long-standing reputation among engineering firms and independent sales representatives positions us to benefit from increased municipal demand, particularly as water treatment plants are upgraded and expanded.

Given the wide use and importance of water, we enjoy low concentration within our end markets, with no single market vertical comprising over 19% of our revenue and no single customer comprising

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over 1% of our revenue for the fiscal year ended September 30, 2016. As a result, we believe our business is diversified and insulated from dislocations in specific market verticals. We estimate our end markets are growing at a weighted average of approximately 3% per annum. Further, we believe many of our end markets represents significant market opportunities because they are highly fragmented and not yet fully penetrated.

Unparalleled channels to market and service network to support our diversified, blue-chip customer base. With nearly four times as many branches as our next largest competitor based on management's estimates and analysis, our 86 service branches are located within a two-hour drive of approximately 90% of our more than 25,000 industrial customer sites in North America. Across our global service branches, we have nearly 600 sales and support personnel and 800 field technicians. We believe our direct sales force is important to our customers. Most of our sales personnel are assigned to specific end markets and possess extensive application-specific knowledge, allowing us to provide customized and fully integrated solutions leading to a unique level of intimacy with our end users. Our continued success depends on our ability to retain or attract skilled technical, engineering, sales and other key personnel, for whom competition is intense, both in retaining our existing employees and in replacing or finding additional employees. We complement our sales approach with our Global Corporate Accounts Management team, which we use to drive greater penetration across our extensive portfolio of large blue-chip customers and engineering firms. The efforts of our sales force are further enhanced by the ongoing dialogue and interactions our field technicians have with customers, which provides us real-time feedback and serve as a source of leads on new sales opportunities. We also have a growing global product network that provides us access to commercial opportunities beyond our installed base and core geographic regions. Overall, we believe that our channels to market play a key role in our success in our core market while also allowing us to rapidly commercialize new technologies as well as scale tuck-in acquisitions. Further, our customer base consists of over 38,000 customers including a substantial majority of the industrial companies within the Fortune 500 and spans a wide array of end-markets. We face low customer concentration, with no single customer accounting for over 1% of our revenue for the fiscal year ended September 30, 2016.

Iconic brands supported by leading proprietary and differentiated technologies. We believe our brands are known across the water treatment marketplace for innovation, quality, customer service, safety and reliability. Our customers' familiarity with our brands enhances our sales capabilities and allows us to more effectively engage existing and new customers. Our reputation depends on our ability to provide our industry-leading water treatment solution offering, and we have a number of patent-protected cornerstone technologies that support our business. Leveraging these technologies allows us to offer solutions across the entire spectrum of the water treatment lifecycle. Our innovation process is supported through six global research, development and engineering facilities, along with partnerships spanning leading universities research centers and other outside agencies. Our internal RD&E framework, the Evoqua Innovation Process, is fully deployed and uses a stage-gate approach to identifying, prioritizing and implementing innovation projects across the organization.

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and solutions to meet the demands of our customers and compete in our markets. Our current pipeline of technologies in development includes biological wastewater diffused aeration, on-site electrolytic chlorination and electrochemical desalination, which are designed to help lower customer costs and expand our market reach.

Experienced management team with proven operational capabilities that has made Evoqua an employer of choice. We are highly dependent on our leadership team, which consists of industry veterans with a track record of executing effective strategies and achieving profitable growth. Ron Keating, our CEO, is a highly experienced executive with a strategic, commercial and operational background developed in senior roles, where he reshaped organizations and corporate portfolios for growth. Ben Stas, our CFO, has held a variety of senior financial and business roles in the capital goods sector. Our leadership developed and deployed standard operating processes under the Evoqua Growth System that repositioned the business and improved margins through operational programs and standards such as LEAN operating systems, service growth and ePro, among others. These programs combined with our newly implemented sales methodology, Evoqua EDGE, have improved our free cash flow profile and growth prospects. Our management team has also expanded our operations to new target markets and geographies and has demonstrated successful acquisition and integration capabilities. Our success depends to a significant extent on our ability to retain or attract employees in senior management, skilled technical, engineering, sales and other key personnel.

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our organization. We have instilled an entrepreneurial environment where employees believe in the mission and leverage the collective intellect and expertise of service technicians and engineers. To develop a safety focused culture, we have invested heavily in our EH&S program, which is committed to providing employees with a safe and healthy workplace while protecting our shared environment. Following the completion of this offering, AEA will continue to control a majority of the voting power of our outstanding common stock. As a result, we expect to be a "controlled company" within the meaning of the corporate governance standards of the NYSE. See "Risk Factors—Risks Relating to our Common Stock and this Offering—We are a 'controlled company' within the meaning of the corporate governance standards of the NYSE and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements."

Our Growth Strategy

The key elements of our strategy include:

In order to maintain and enhance our customers relationships, we intend to continue to invest in our sales force. Since fiscal 2014 we have increased the proportion of customer facing employees by over 25%, developed a best-in-class training program, restructured our customer relationship management system and realigned our compensation packages. Sales of our products, services and solutions to some of our customers are accomplished in part, through the efforts of third-party sales representatives. Through direct sales efforts, outreach and education, we plan to continue to enhance our relationships and enable further adoption of our products, technologies and solutions by end customers and key influencers, including municipal representatives, engineering firms, designers and other system specifiers. Our performance depends, in part, on our ability to attract, incentivize and retain third-party sales representatives that will be able to market and support our products effectively, and competing for sales personnel with established customer relationships intense.

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industrial customers utilized our Water One technology in fiscal 2016. Our technology solutions provide customers with increased stability and predictability in water-related costs, while enabling us to optimize our service route network and on demand offerings through predictive analytics, which we believe will result in market share gains, improved service levels, increased barriers to entry and reduced costs. Our future growth depends, in part, on our ability to develop or acquire new products, services and solutions, identify emerging technological trends in our target end markets and maintain the integrity of our information technology systems.

Commercialize and drive adoption of nascent and newly acquired technologies by leveraging our sales channels and application expertise. We offer a full range of services, systems and technologies that we continually develop to meet our customers' evolving water lifecycle needs. We develop our technologies through in-house research, development and engineering and targeted tuck-in, technology-enhancing and geography-expanding acquisitions and have a reservoir of recently launched technologies and a pipeline of new offerings designed to provide customers with innovative, value-enhancing solutions. Furthermore, we have successfully completed eight technology-enhancing and geography-expanding acquisitions since April 2016 to add new capabilities and cross-selling opportunities in areas such as electrochemical and electrochlorination cells, regenerative media filtration, anodes, UV disinfection and aerobic and anaerobic biological treatment technologies. We must continue to develop and acquire new products, services and solutions to successfully compete in our markets.

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addition of capabilities in the attractive aquatics market, which we have typically financed through borrowings under our revolving credit facility and cash on hand. Although we may not continue to identify suitable acquisition targets and implement our growth strategy, we currently have a pipeline which includes more than 60 potential targets, which has been developed proactively by our team as well as informed by our customer base.

Our Industrial Segment

Our Industrial Segment provides application-specific solutions and full lifecycle services for critical water applications. We focus on treating industrial process water, utility water and wastewater. Industrial process water requires specific purity standards, which are used in making goods in industries such as microelectronics, pharmaceuticals and health sciences and food and beverage, including ingredient water. Industrial utility water is used for critical industrial applications, including as boiler feed and cooling water. Industrial wastewater is effluent water discharged from plants or facilities which is treated before it is returned to the environment or recycled or reused within the water cycle. Our operations across the water cycle are complex and, if conducted improperly, may result in potential costs and liabilities, including as a result of environmental damage. Our comprehensive solutions are comprised of capital systems and related recurring aftermarket services, parts and consumables, along with long-term and short-term service contracts and emergency services. Our comprehensive capabilities range from discrete offerings to the provision of highly complex, fully integrated solutions. We are able to leverage our broad range of products and technologies to deliver a tailored solution that best addresses a specific customer's needs, including a growing portfolio of smart water technologies encompassed in our Water One platform. Key capital and related aftermarket service and product offerings include filtration, reverse osmosis, ion exchange and continuous deionization. As a result of our speed, capabilities and experience, we are a trusted partner to 25,000 industrial customers, including a substantial majority of Fortune 500 industrial companies. As water is a critical component in many industrial production processes, unavailability of proper water purity, specification or quality can lead to significant constraints, downtime and increased operating costs.

The cost of an installation can range from a few thousand dollars to a few million dollars and typically provides an ongoing service and aftermarket revenue opportunity that itself reaches or exceeds the original project cost. The service and aftermarket sales component is supported by our broad application and process expertise and what we believe to be the largest integrated industrial service network in North America. Our network is comprised of certified technicians and the largest fleet of mobile reverse osmosis and deionization water treatment systems in North America, based on management's estimate, and enables us to provide a complete range of services spanning from regular maintenance and emergency support to our unique Water One platform. Water One provides remote monitoring capabilities which enable us to optimize our routine service calls through predictive analytics and provide customers a more predictable, cost-efficient water solution. We offer services which include water on-demand, mobile solutions and smart water systems that leverage our extensive branch network, technical personnel and technology portfolio.

We partner with our industrial customers through our direct sales and service team, which is organized geographically and by market vertical and is complemented by an inside sales force, field sales engineers and a growing e-commerce platform. We primarily target three broad categories of customers in our Industrial Segment, principally based on their end markets and primary applications: Light Industries, Heavy Industries and Environmental Solutions.

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Light Industries

Our light industries offerings include our usage-based, Water One deionized water service, preventative maintenance service contracts, integrated process and wastewater systems and aftermarket consumables and spare parts. We generally provide light industries services to general manufacturing, light industrial, pharmaceutical, food and beverage, microelectronics and health sciences customers.

Heavy Industries

Our heavy industries offerings include mobile, rapidly deployable services based on short-term operating contracts, "build-own-operate" outsourcing services and accompanying technological support, integrated process and wastewater systems and aftermarket consumables and spare parts. We generally provide heavy industries services to power generation, chemical processing, hydrocarbon processing and mining and pulp and paper customers.

Environmental Solutions

Our environmental solutions offerings include activated carbon, wastewater ion exchange and groundwater remediation solutions. We generally provide environmental solutions to hydrocarbon processing, chemical processing, food and beverage and municipal water customers.

Our Municipal Segment

Our Municipal Segment leverages its proven application expertise to provide engineered solutions and equipment for the treatment of wastewater, purification of drinking water and odor and corrosion control for municipalities. Our portfolio of solutions includes ultrafiltration systems, advanced biological treatment, clarifiers, aerators, odor and corrosion control services, equipment for new municipal plant builds and retrofit, rehabilitation and aftermarket parts and services for our extensive installed base. We have provided solutions across a large municipal installed base with capacities ranging from 25,000 gallons per day to over 100 million gallons per day. Our operations are focused within the U.S. market, with a presence in the United Kingdom, Australia, Canada and Singapore.

We maintain a comprehensive municipal representative network that broadly covers the U.S., providing us with a differentiated ability to influence specifications and the basis of design for new treatment facilities. We also maintain relationships with engineering firms, operators and other key influencers through our direct technical sales force to drive adoption of our offerings. We primarily target three broad categories of customers in our Municipal Segment, principally based on their end markets and primary application: Wastewater Treatment, Municipal Services and MEMCOR.

Wastewater Treatment

Our wastewater treatment offerings include advanced biological treatment, clarification, filtration, nutrient removal, odor and corrosion control, biosolid and field-erected biological wastewater treatment plant solutions. We generally provide wastewater treatment solutions to both municipal and industrial wastewater treatment facilities. We provide aftermarket and retrofit solutions to our extensive installed base.

Municipal Services

Our municipal service offerings include odor and corrosion control and disinfection capabilities, including advanced remote-monitoring and automated control solutions and multi-product liquid and vapor phase product combinations for wastewater collection. We also provide municipal service solutions for drinking water treatment and distribution.

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MEMCOR

Our MEMCOR membrane technology offerings include CPII membrane systems, membrane bioreactor systems and XP and XP-E technologies. These include custom solutions built from standard components, modular designs for flexibility and fast installation and membrane modules for aftermarket replacement. We generally provide MEMCOR solutions to municipal drinking water treatment facilities, municipal and industrial wastewater treatment facilities and industrial utility and process water facilities.

Our Products Segment

Our Products Segment sells differentiated technologies to a diverse set of water treatment system specifiers, integrators and end users globally. Our offerings are highlighted by our filtration and disinfection, electrodeionization and electrochlorination technologies, separation technologies and anodes offerings. Our filtration and disinfection offerings include our Defender line of products, which is a regenerative media filtration leader in the commercial aquatics market. Our IONPURE electrodeionization solutions allow customers to achieve ultrahigh purity water without the use of chemicals in the treatment process. Our electrochlorination products provide extensive water treatment solutions for the maritime, oil and gas and power markets. We also have extensive capabilities in anode technologies, cathodic protection, solid and liquid separation technologies and various aftermarket parts, consumables and accessories. All of our offerings are highly scalable and designed to meet current and future water treatment needs, with a focus on generating repeat business from our customers. We generally service the equipment we provide our customers; however, their failure to properly use, safeguard or maintain their equipment or product defects or unanticipated use of our products could result in liability to us.

Our portfolio of technologies and products are sold either as discrete offerings or as components of broader solutions through our Industrial and Municipal Segments. Our Products Segment also sells externally to a customer base comprised of globally located OEMs, integrators, regional distributors, customers, regional engineering firms and various other end users that we reach through multiple established sales and aftermarket channels. We target customers in our Products Segment principally based on their end markets and primary application: Aquatics and Disinfection, Process and Drinking Water, Electrochlorination, Separation Technology and Anodes.

Aquatics and Disinfection

Our aquatics and disinfection products include a wide range of filtration (regenerative media filters, high rate sand filters, microsand filters and screen filters), chlorination and UV disinfection systems, analyzers, controllers and related accessories. We sell to commercial aquatics, municipal drinking water, industrial and light manufacturing and commercial customers worldwide. Primary applications include filtration and disinfection of municipal and recreational pools and leisure facilities, fountains and water features and recreational water and waterparks, gas chlorination, UV and on-site chlorination and disinfection and water chemistry measurement and control for municipal drinking water, as well as pre-treatment and purification systems where ultrapure water polishing is required.

Process and Drinking Water

Our process and drinking water products include chemical-free ultrafiltration, microelectronic processing technologies and desalination solutions. We generally provide these products to municipal, power, microelectronic processing, solar, hydrocarbon and chemical processing and pharmaceutical customers. Primary applications include high purity process water for use in pharmaceutical, laboratory and microelectronic processing plants and the removal of dissolved salts from seawater, brackish water and municipal wastewater.

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Electrochlorination

Our electrochlorination products are used with seawater for on-site sodium hypochlorite generating systems for maritime, oil and gas, power, military and ballast water customers. Our maritime growth prevention systems are used on military and commercial ships and in offshore oil and gas applications, and our ballast water management systems enable ships' owners and operators in all global waters to safely comply with stringent U.S. Coast Guard and future International Maritime Organization regulations.

Separation Technology

Our products separate solids from liquids in a variety of slurries, for either disposal or reuse. We generally provide separation technology products and solutions to power, mining, microelectronics, solar, heavy and light industrial and municipal customers, for applications including the separation of solids from liquids in mining companies' tailings ponds and the separation and recovery of minerals from slurry for further processing within mineral companies' manufacturing processes.

Anodes

We produce custom-designed, state-of-the-art mixed-metal oxide anodes, provide recoating and repair services to our external customers and supply the anodes used across our own internal processing capabilities. We provide anode products and solutions to mining, chemical processing, light industrial and microelectronics customers for primary applications including biotechnology, water treatment, cathodic protection, seawater electrolysis, metal finishing and electroplating and swimming pool chlorination.

For financial information regarding our reportable segments, see Note 21 to our audited financial statements included elsewhere in this prospectus.

Customers and Suppliers

Customers

We serve three primary market verticals: (i) industrial, (ii) commercial and (iii) municipal. Industrial and commercial customers vary in size, scope and the complexity of their water treatment needs and include small manufacturing clients with a single facility, large commercial waterparks and multinational corporations with a significant global footprint. The municipal market consists of potable water and wastewater treatment solutions that are sold to municipalities and private companies operating under a concession agreement to own and operate a treatment facility on behalf of a municipality. We serve each market with a full range of solutions, services, technologies and aftermarket offerings.

The industrial market is comprised of direct end market distribution channels. The commercial market includes a variety of routes to market including direct and third-party channel relationships. The municipal market is comprised of a wide range of drinking and wastewater treatment facilities.

As of June 30, 2017, we had over 38,000 customers spanning a diverse range of industries and include the twenty largest U.S. companies in each of the pharmaceutical, hydrocarbon processing, power, chemical and food and beverage industries as well as U.S. wastewater sites and global drinking water treatment sites. We also have customers in the health science, microelectronics, drinking water, wastewater, general manufacturing, commercial aquatics, maritime and other industries. We provide products, services and solutions to federal, state and local government customers both directly and indirectly as a supplier to general contractors. In the fiscal year ended September 30, 2016, our government contracts and subcontracts (i.e., sales to third parties who are prime contractors to federal, state or municipal governments) accounted for no more than 24% of our revenue. Many of our

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government contracts contain a termination for convenience clause, regardless of whether we are the prime contractor or a subcontractor. Upon a termination for convenience, we are generally able to recover the purchase price for delivered items and reimbursement of allowable work-in-process costs. See "Risk Factors—Risks Relating to Our Business—Our contracts with federal, state and local governments may be terminated or adversely modified prior to completion, which could adversely affect our business". In the industrial market we served over 25,000 customers as of June 30, 2017, including a substantial majority of the industrial companies within the Fortune 500. In the municipal market, we had equipment installed in over 40% of the U.S. municipal wastewater sites as of June 30, 2017.

We strengthen our customer relationships through our large service branch network and strong brand value, and we focus on maintaining relationships with influencers such as municipal representatives, engineering firms, designers and other system specifiers, and many of our customer relationships span over twenty years. As of June 30, 2017, we had over 25,000 industrial contracts, which include both long-term and short-term service contracts and have an average length of 1.7 years and a 98% rate of renewal. During fiscal 2016, no single customer accounted for more than 1% of our revenues, and our top ten customers accounted for approximately 7% of our revenues.

Suppliers

We maintain a cost-effective, diversified procurement program through strong relationships with strategic suppliers across key inputs. We have implemented ePro, our supply chain excellence initiative that centralizes and standardizes purchasing across the organization. The top materials in our supply chain include metal, calcium nitrate, membranes and ion exchange resin. Further, we seek to insource certain products that align with our existing core competencies, including our manufacturing capabilities, and further enable us to provide our customers with a complete lifecycle solution. We seek sources of supply from multiple suppliers and often from multiple geographies, and we believe that our supply chain is well positioned to remain stable and cost-effective.

Sales and Marketing

Our sales organization is positioned across our segments to drive top-line growth and increase market share for our Company. Our network includes third-party representatives, internal general managers, sales directors, sales engineers, third-party distributors and other personnel who support our day-to-day sales and marketing operations.

Industrial Segment

We market our offerings through our direct sales and service team, which is organized geographically and by end market and is complemented by an inside sales force, field sales engineers and a growing e-commerce platform. Our Industrial Segment sales organization focuses on direct sales with a market-vertical focus across geographic, strategic and e-commerce channels to market. As of June 30, 2017, our Industrial Segment services network consisted of 80 industrial service branches across North America, with 624 field service and 149 engineering employees, and over 90% of our customers are within two hours' travel of one of our branches.

Municipal Segment

We maintain a comprehensive municipal representative network in the United States, providing us with a unique ability to influence specifications and the basis of design for new treatment facilities. We also maintain relationships with engineering firms, operators and other key influencers through our direct technical sales force to drive adoption of our offerings. As of June 30, 2017, our Municipal Segment sales organization consisted of an independent representative network supported by our

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approximately 110 field service technicians and approximately 130 sales personnel, organized across wastewater treatment, municipal services and MEMCOR structures.

Products Segment

Our Products Segment customer base includes water treatment designers, OEMs, engineering firms, integrators and our own Industrial and Municipal Segments. Our Products Segment sales organization consists of five direct and indirect sales and aftermarket channels: (i) our direct and third-party aquatics and disinfection sales representatives target commercial aquatics, municipal and industrial water treatment in Americas, Europe, Middle East and Africa and Asia Pacific geographies, (ii) our process and drinking water sales channels work with non-exclusive OEMs and with our Industrial Segment to build small, "skidded" solutions for global industrial customers, to get our modular solutions specified into larger units and projects, (iii) our electrochlorination sales managers typically work with representatives of ship builders, shipyards, ship owners, service providers and manufacturers to have our products, services and solutions specified into commercial and military ships and offshore oil and gas rigs, (iv) our separation technology channel managers and sales representatives work with a large network of third-party manufacturers' representatives that are exclusive to specific territories or industries and leverage direct sales in industries not covered by third-party representatives and (v) our direct sales force sell our anodes into Americas, Europe and China geographies, and opportunistically cross-sell electrocatalytic products to our anode customers. As of June 30, 2017, we had active relationships with more than 200 OEM partnerships and managed over 300 channel partners.

Research, Development and Engineering

We utilize a disciplined, stage-gate process—consisting of development, field test, commercialization, supply chain and sourcing decisions—to identify and develop new technologies to commercialize, focus our efforts on and engage early with supply-chain management to promote profitability. We focus on tuck-in acquisitions as additional resources for new product innovation and development.

Our global research, development and engineering footprint includes six facilities located in the United States, the Netherlands, Germany, Singapore and Australia, staffed with managers, scientists, researchers, engineers and technicians, along with partnerships spanning leading universities research centers and other outside agencies. We spent approximately $22.9 million in fiscal 2016 on research, development and engineering, primarily related to employee costs. In fiscal 2016, excluding parts and service, approximately 47% of our revenue was directly or indirectly covered by our granted or pending patents.

Information Technology

Our information technology systems consist of enterprise management, e-commerce, customer relationship and field service management, customer quoting and billing, environmental compliance, business and operational support, procurement and sales force management systems. We utilize an e-commerce platform that makes our products available to customers at all times, and we provide our e-commerce customers with both general and customer-specific portals, which provide customized pricing for strategic customer accounts. Further, in connection with our ePro initiative, we have adopted SAP Ariba to assist in automating and centralizing our procurement process. We update and build our information technology infrastructure through further investments focused on cost efficiencies, reliability, functionality and scalability.

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Intellectual Property

Our intellectual property and proprietary rights are important to our business. We currently have over 1,250 granted or pending patents, which in total directly or indirectly covered approximately 47% of our revenue for fiscal 2016, excluding parts and service. We undertake to strategically and proactively develop our intellectual property portfolio by pursuing patent protection, obtaining copyrights and registering our trademarks in the United States and in foreign countries. We currently rely primarily on patent, trademark, copyright and trade secret laws, and control access to our intellectual property through license agreements, confidentiality procedures, non-disclosure agreements with third parties, employment agreements and other contractual rights, to protect our intellectual property rights.

Competition

Our industry is highly fragmented, and includes a number of regional and niche-offering focused competitors. Competition is largely based on product performance, reliability and innovativeness of products, services and solutions, application expertise and process knowledge, brand reputation, energy and water efficiency, product compliance with regulatory and environmental requirements, product lifecycle cost, scalability, timeliness of delivery, proximity of service centers to our customers, effectiveness of our distribution channels and price. We believe that we are well-positioned in our industry due to our application expertise and process knowledge, our trusted brands, our broad product lines and the high quality of our products, services and solutions, our advanced technologies, our large service network and strong support capabilities, our manufacturing capabilities and our extensive multi-channel distribution. Within each of our segments and the various businesses that comprise them, we compete with a fragmented range of companies, but do not have any individually key competitors.

Backlog

Backlog represents the total amount of revenue we expect to receive as a result of contracts and orders awarded to us. However, because many of our contracts and orders are subject to reduction, cancellation or termination at the option of our customer, backlog is not an indication of our future performance. In 2017 we implemented a new methodology to record service orders to improve visibility of backlog and revenues associated with service contracts. Under this new methodology a service contract is recorded as an order when both parties have agreed to the terms and conditions, including contract value and length. The value assigned to the order is based on the fixed portion of the contract for the entire contract term. Utilizing our new methodology, as of June 30, 2017, our backlog was approximately $664 million.

Employees

As of June 30, 2017, we had approximately 4,000 employees. Of these employees, 58% were full-time salaried level staff and the remaining employees consisted of a mix of full-time and part-time hourly workers. Approximately 74% of our employees work in our U.S. operations and approximately 26% work in foreign operations. None of our facilities in the United States or Canada are covered by collective bargaining agreements. As is common in Germany and the Netherlands, our employee populations there are represented by works councils. We are not involved in any material disputes with our employees and believe that relations with our employees and, to the extent applicable, with our organized labor unions, are good.

Properties

We operate 160 locations located in the United States, Canada, the United Kingdom, the Netherlands, Germany, Australia, China and Singapore, including 18 manufacturing facilities, six

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research and development facilities and 87 service branches. Of our facilities, we own 23 properties and lease 137 properties. Our North American presence includes 11 resin regeneration plants, three carbon reactivation plants and a wastewater ion exchange facility. As of June 30, 2017, the covered square footage of our facilities is equal to an aggregate of approximately 3.3 million square feet.

Geographic Regions

For financial information regarding our geographic regions, see Note 17 to our audited financial statements included elsewhere in this prospectus.

Insurance

We maintain insurance policies to cover directors' and officers' liability, fiduciary, crime, special accident, property, business interruption, cargo, workers' compensation, automobile, general liability, environmental, umbrella and excess liability insurance.

All of our insurance policies are with third-party carriers and syndicates with financial ratings of an A or better. We and our global insurance broker regularly review our insurance policies and believe the premiums, deductibles, coverage limits and scope of coverage under such policies are reasonable and appropriate for our business. The continued availability of appropriate insurance policies on commercially reasonable terms is important to our ability to operate our business and to maintain our reputation. See "Risk Factors—Risks Relating to Our Business—Our operations are subject to various hazards that may cause personal injury or property damage and increase our operating costs, and which may exceed the coverage of our insurance or for which we are not insured."

Government Regulation

We are subject to extensive and varied laws and regulations in the jurisdictions in which we operate, including those relating to anti-corruption and trade, data security and privacy, employment, workplace safety, public health and safety, product safety, intellectual property, transportation, zoning and fire codes. We operate our business in accordance with standards and procedures designed to comply with applicable laws and regulations.

In particular, our international operations subject us to laws and regulations related to anti-corruption and trade, including those related to export and import compliance, anti-trust and money laundering. Our policies mandate compliance with these laws and regulations, and we have established policies and procedures designed to assist us and our personnel in compliance with applicable United States and international laws and regulations. However, any violation of such laws, regulations or policies could result in substantial fines, sanctions, civil and/or criminal penalties, imprisonment, disgorgement of profits, debarment from government contracts and curtailment of operations in certain jurisdictions, and might materially adversely affect our business, financial condition, results of operations or prospects. See "Risk Factors—Risks Relating to Our Business—Failure to comply with applicable anti-corruption and trade laws, regulations and policies, including the U.S. Foreign Corrupt Practices Act, could result in fines and criminal penalties, causing a material adverse effect on our business, financial condition, results of operations or prospects."

In certain countries where we operate, our employees are represented by a works council, as required by local law. In such countries, we are required to consult and seek the consent or advice of these works councils in connection with certain corporate decisions, such as a major restructuring, a change of control or changes to local management. Certain other decisions that directly involve employment matters applicable either to all employees or certain groups of employees may also require works council approval. Further, certain of our international operations offer employees defined-benefit plans in compliance with applicable local legal provisions requiring payments of, among other things, mandatory pension payments or allocations for severance pay. None of our U.S. employees are

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represented by unions or works councils, and our U.S. operations do not maintain defined-benefit plans.

In addition, there are numerous U.S. federal, state and local laws and regulations and foreign laws and regulations regarding data security, privacy and the collection, sharing, use, processing, disclosure and protection of personal information and other user data, the scope of which is changing, subject to differing interpretations, and may be inconsistent among different jurisdictions. If our efforts to protect the security of information about our customers, suppliers and employees are unsuccessful, a significant data security breach may result in costly government enforcement actions, private litigation and negative publicity resulting in reputation or brand damage with customers, and our business, financial condition, results of operations or prospects could suffer. See "Risk Factors—Risks Relating to Our Business—If we experience a significant data security breach or fail to detect and appropriately respond to a significant data security breach, our business and reputation could suffer." Further, governments are continuing to focus on privacy and data security and it is possible that new privacy or data security laws will be passed or existing laws will be amended in a way that is material to our business.

Environmental Matters

The geographic breadth of our facilities and the nature of our operations subject us to extensive environmental, health and safety laws and regulations in jurisdictions throughout the world. Such laws and regulations relate to, among other things, emissions to air, the treatment and discharge of drinking water and wastewater, the discharge of hazardous materials into the environment, the handling, storage, use, transport, treatment and disposal of hazardous materials and solid, hazardous and other wastes, product safety and workplace health and safety. These laws and regulations impose a variety of requirements and restrictions on our operations and the products we distribute. The failure by us to comply with these laws and regulations could result in fines, penalties, enforcement actions, third-party claims, damage to property or natural resources and personal injury claims, requirements to investigate or cleanup property or to pay for the costs of investigation or cleanup or regulatory or judicial orders requiring corrective measures, including the installation of pollution control equipment, remedial actions or the pulling of products from the market, and could negatively impact our reputation with customers. We are not aware of any pending environmental compliance or remediation matters that, in the opinion of management, are reasonably likely to have a material effect on our business, financial condition, results of operations or prospects. However, environmental, health and safety laws and regulations applicable to our business, the products we distribute, the services we provide and the business of our customers, and the interpretation or enforcement of these laws and regulations, are constantly evolving and it is impossible to predict accurately the effect that changes in these laws and regulations, or their interpretation or enforcement, may have upon our business, financial condition, results of operations or prospects. Should environmental, health and safety laws and regulations, or their interpretation or enforcement, become more stringent, our costs could increase and significant capital expenditures or operational restrictions could be required, which may have an adverse effect on our business, financial condition, results of operations or prospects. However, such increased stringency could also increase demand for our products, services and solutions, which assist various industries and municipalities in meeting environmental and safety requirements for the treatment and discharge of drinking water and wastewater. In addition, increased public awareness of the presence and human health impacts of man-made chemicals and naturally occurring contaminants in drinking water may increase demand for our municipal service offerings. Correspondingly, if stringent laws or regulations are delayed or are not enacted, or repealed or amended to be less stringent, or enacted with prolonged phase-in periods, or not enforced, then demand for our products and services may also be reduced.

The nature of our operations, which involve the handling, storage, use, transport, treatment and disposal of hazardous materials and solid, hazardous and other wastes, exposes us to the risk of liability and claims associated with contamination at our current and former facilities or sites where we have

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disposed of or arranged for the disposal of waste, or with the impact of our products and services on human health and safety and the environment. Laws and regulations with respect to the investigation and remediation of contaminated sites can impose joint and several liability for releases or threatened releases of hazardous materials upon statutorily defined parties, including us, regardless of fault or the lawfulness of the original activity or disposal. We have been subject to claims and remediation obligations, including having been named as a potentially responsible party, in certain proceedings initiated pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, or CERCLA, and similar state and foreign laws, regulations and statutes, and may be named a potentially responsible party in other similar proceedings in the future. Unforeseen expenditures or liabilities may arise in connection with such matters.

Legal Proceedings

From time to time, we are subject to various claims, charges and litigation matters that arise in the ordinary course of business. We believe these actions are a normal incident of the nature and kind of business in which we are engaged. While it is not feasible to predict the outcome of these matters with certainty, we do not believe that any asserted or unasserted legal claims or proceedings, individually or in the aggregate, will have a material adverse effect on our business, financial condition, results of operations or prospects.

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MANAGEMENT

Executive Officers and Directors

The following table sets forth information about our executive officers and directors, including their ages as of June 30, 2017. With respect to our directors, each biography contains information regarding the person's service as a director, business experience, director positions held currently or at any time during the past five years, information regarding involvement in certain legal or administrative proceedings, and the experience, qualifications, attributes or skills that caused our board of directors to determine that the person should serve as a director of our company. All descriptions of positions held with us by executive officers in the following table and biographies refer to our operating subsidiary, Evoqua Water Technologies LLC, however, prior to the date of effectiveness of the registration statement of which this prospectus is a part, such description will refer to the issuer of the shares offered hereby.

Name		Position

Ronald C. Keating	49	President, Chief Executive Officer and Director
Benedict J. Stas	49	Executive Vice President, Chief Financial Officer & Treasurer
Rodney Aulick	50	Executive Vice President, Industrial Segment President
Malcolm Kinnaird	51	Executive Vice President, Municipal Segment President
Kenneth Rodi	47	Executive Vice President, Products Segment President
Vincent Grieco	48	Executive Vice President, Secretary and General Counsel
James Irwin	45	Executive Vice President, Corporate Development and Mergers & Acquisitions
James Kohosek	58	Executive Vice President, Corporate Strategy & Business Operations
Edward May	49	Executive Vice President, Chief Supply Chain Officer
Anthony Webster	48	Executive Vice President, Chief Human Resources Officer
Martin Lamb	57	Chairman of the Board and Director
Nick Bhambri	53	Director
Gary Cappeline	68	Director
Judd Gregg	70	Director
Brian R. Hoesterey	49	Director
Vinay Kumar	39	Director

Ronald C. Keating

Mr. Keating has served on our board of directors and as our President and Chief Executive Officer since December 2014. Prior to joining Evoqua, Mr. Keating served as President and Chief Executive Officer of Contech Engineered Solutions, an infrastructure site solutions provider, from 2007 to 2014. Before heading Contech, Mr. Keating served as President of the Metalworking Solutions and Services Group of Kennametal Inc., a supplier of tooling and industrial materials. He had also held previous roles at Kennametal as the Vice President and General Manager of the Energy, Mining and Construction Group and for the Electronics Products Group from 2001 to 2007. Mr. Keating started his career at Ingersoll-Rand Inc. in 1992 where he held various roles of increasing responsibility until departing in 2001. Mr. Keating is presently on the board of directors of US Ecology Inc., a publicly traded company. Mr. Keating received an M.B.A. from the Kellogg School of Management at Northwestern University and received a B.S. in Industrial Distribution from Texas A&M University. Mr. Keating was selected to serve on our board of directors because of the perspective, management, leadership experience and operational expertise in our business that he has developed as our President and Chief Executive Officer.

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Benedict J. Stas

Mr. Stas has served as our Executive Vice President, Chief Financial Officer and Treasurer since March 2015. Prior to joining Evoqua, Mr. Stas held a variety of senior financial and business roles at Kennametal Inc., a supplier of tooling and industrial materials, from 1997 to 2015, including roles as Vice President Finance of Business Groups from 2010 to 2013 and as Vice President of Manufacturing for the Industrial Segment from 2014 to 2015. While at Kennametal Inc., Mr. Stas also served as Chief Financial Officer of the Industrial Business Group, Chief Financial Officer of Kennametal Europe GmbH, Director of Global Manufacturing Finance, Controller of Metalworking Americas, and Senior Financial Analyst for Global Financial Sales and Marketing from 1997 to 1999. Prior to joining Kennametal Inc., Mr. Stas worked for DuPont Co., as a Plant Controller, Accountant and Team Leader, from 1991 to 1997. Mr. Stas received an M.B.A. from Duquesne University and received a B.S. in Business Administration from Drexel University.

Rodney Aulick

Mr. Aulick has served as our Executive Vice President, Industrial Segment President since October 2015. Prior to joining Evoqua in October 2001, Mr. Aulick served as a Regional Manager of Chem-Aqua, a specialty chemical company in water treatment, from 1997 to 2001. Mr. Aulick attended Northwestern University, Kellogg School of Management's Executive Management Program from 2001 to 2003.

Malcolm Kinnaird

Mr. Kinnaird has served as our Executive Vice President, Municipal Segment President since March 2014. Prior to joining Evoqua in 2012, Mr. Kinnaird served as Senior Vice President of Marketing, Sales and Corporate Development at Watts Water Technology from 2010 to 2012. Mr. Kinnaird has held leadership roles at multiple companies, including as General Manager of Pentair plc Residential and Commercial Water Business from 2006 to 2009, as Vice President of Water Treatment for Cytec Industries Inc. from 2000 to 2005, and in various industrial water Sales, Marketing and Management roles at Nalco from 1989 to 1999. Mr. Kinnaird received a B.S. in Chemistry and an Executive M.B.A., both from the University of Pittsburgh.

Kenneth Rodi

Mr. Rodi has served as our Executive Vice President, Products Segment President since October 2016. Prior to joining Evoqua in May 2016, Mr. Rodi served as Chief Executive Officer of Neptune-Benson LLC from 2013 to 2016. Prior to joining Neptune-Benson, Mr. Rodi held leadership roles at multiple companies, including as President, Food and Beverage Systems at SPX Corporation from 2011 to 2013, President of SPX Flow Technology Europe, Middle East and Africa from 2009 to 2011 based out of the UK and President of SPX Process Equipment from 2007 to 2009. Mr. Rodi also served as Vice President of Business Development for SPX Flow Technology from 2005 to 2007. Mr. Rodi received a B.S. in Accounting from Marquette University.

Vincent Grieco

Mr. Grieco has served as our Executive Vice President, Secretary and General Counsel since January 2015, and as acting General Counsel since we became an independent company in January 2014. Mr. Grieco joined our Company in January 2003 and served as a senior counsel prior to being named acting General Counsel. Prior to joining Evoqua, Mr. Grieco was a member of the corporate practice of Morgan Lewis & Bockius LLP from 1997 to 2002 and at Dickie, McCamey & Chilcote from 1993 to 1997. Mr. Grieco received a J.D. from the University of Virginia and received a B.S. in Economics from St. Vincent College.

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James Irwin

Mr. Irwin has served as our Executive Vice President, Corporate Development and Mergers & Acquisitions since May 2016. Prior to joining Evoqua, Mr. Irwin worked for A. Schulman, Inc., an international supplier of high-performance plastic compounds and resins, where he served as Vice President Corporate Business Development from 2014 to 2016. Mr. Irwin also spent four years with Cliffs Natural Resources Inc., from 2009 to 2013, where he served in various mergers and acquisitions, business development and strategy roles including Senior Director—M&A and Business Development. Mr. Irwin started his career in 1995 with KeyBanc Capital Markets where he held various roles of increasing responsibility related to mergers and acquisitions and private equity. Mr. Irwin received a M.B.A. from the Weatherhead School of Management at Case Western Reserve University and a B.B.A. from the University of Toledo.

James Kohosek

Mr. Kohosek has served as our Executive Vice President, Corporate Strategy & Business Operations since January 2017. Prior to joining Evoqua in January 2016, Mr. Kohosek held senior management positions at a number of companies, including as President, Infrastructure Division of Kennametal Inc. from 2014 to 2015, as Vice President and Chief Financial Officer, Industrial Technologies Sector of Ingersoll Rand plc from 2002 to 2007 and as President of Westinghouse Communications from 1998 to 2001. Mr. Kohosek received a B.S.B.A. in Accounting and a B.S.B.A. in Finance, both from Shippensburg University.

Edward May

Mr. May has served as our Executive Vice President, Chief Supply Chain Officer since October 2014. Prior to joining Evoqua, Mr. May led the Global Supply Chain organization for the Gilbarco Veeder-Root operating company at Danaher Corporation from 2012 to 2014. Prior to joining Danaher, Mr. May served as Vice President of Global Supply Chain at Pall Corporation from 2006 to 2011. Mr. May received a B.S. in Operations Management from the Quinlan School of Business, Loyola University Chicago. He also received an M.B.A. in Corporate Strategy from the Kellstadt Graduate School of Business, DePaul University.

Anthony Webster

Mr. Webster has served as our Executive Vice President, Chief Human Resource Officer since March 2016. Prior to joining Evoqua, Mr. Webster served as Vice President of Human Resources, Europe & Americas, for Glaxo Smith Kline Consumer Health, a joint venture between Novartis and Glaxo Smith Kline plc, from 2015 to 2016 and as Senior Vice President and Global Head of Human Resources for Novartis Consumer Health from 2011 to 2015. Mr. Webster has held senior human resources roles with numerous companies, including as Regional Vice President, Human Resources, EMEA for Bristol-Myers Squibb from 2008 to 2011; as Senior Director, Research & Development for Bristol-Myers Squibb from 2006 to 2008; as Director, Human Resources, Latin America & Canada for Bristol-Myers Squibb from 2004 to 2006; as Director, Global Business Support Functions for Mead Johnson Nutritionals from 2001 to 2004; in senior human resources and labor relations management capacities for Phelps Dodge Corporation from 1994 to 2001; and as Manager, Human Resources for Consolidation Coal Co. from 1992 to 1994. Mr. Webster received a B.S. in Business Administration and received an M.S. in Industrial and Labor Relations from West Virginia University.

Martin Lamb

Mr. Lamb has served as Chairman of our Board since March 2014. Mr. Lamb retired as Chief Executive of IMI plc in December 2013, after 13 years in this position and 33 years with IMI plc, a

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publicly traded company on the London Stock Exchange ("LSE"). He is presently Chairman and interim Chief Executive of Rotork plc, a publicly traded company on the LSE. He also serves on the European Advisory Board of AEA Investors LP. Previously Mr. Lamb has served as a Non Executive Director on the board of Severn Trent plc, from 2008 to 2016; and as a Non Executive Director of Spectris plc, from 1999 to 2006; both publicly traded companies on the LSE. Mr. Lamb received a B.S. in Mechanical Engineering from Imperial College, London and an M.B.A. from Cranfield Business School. Mr. Lamb was selected to serve as Chairman of our board of directors because of his experience managing and developing large businesses and complex projects in all parts of the world and his engineering and industrial expertise.

Nick Bhambri

Mr. Bhambri has served on our board of directors since 2014. From 2007 to 2011, Mr. Bhambri was President and Chief Executive Officer of MECS Inc., a process technology provider to the sulfuric acid industry serving the refining, metallurgical, uranium and fertilizer industries. Mr. Bhambri is a member of the American Securities Executive Council, a group of business executives and industry experts. Mr. Bhambri served on the board of MPG Performance Group, prior to the company being acquired by American Axle & Manufacturing Inc., in 2017. He is also a past president of the Olin EMBA alumni board and member of the Olin National Council at Washington University in St. Louis. Mr. Bhambri received a B.S. in Mechanical Engineering and an M.B.A., both from Washington University in St. Louis. Mr. Bhambri was selected to serve on our board of directors because of his management and leadership experience and his technology and industrial expertise.

Gary Cappeline

Mr. Cappeline has served on our board of directors since 2014. Mr. Cappeline currently serves as an Operating Partner of AEA. Prior to joining AEA in 2007, Mr. Cappeline was President and Chief Operating Officer of Ashland Inc., a diversified company, to which he returned in 2002 after service as Group VP of Engelhard Corporation from 1997 to 1999 and as President, Chemicals of Honeywell International from 1998 to 2000. He also served as chemical industry partner at Bear Stearns Merchant Bank from 2000 to 2001. Mr. Cappeline currently serves as Lead Director on the board of directors of Innophos Holdings, Inc., a publicly traded company, where he has been a member of the Compensation Committee for the last ten years. He previously served as a board and executive committee member of the American Chemistry Council, a chemical industry trade association, a director of Unifrax Corporation, a manufacturer of high temperature insulation products, chairman and a director of Houghton International Inc., a manufacturer of metal working fluids, a director of Shoes for Crews, LLC, a manufacturer of slip resistant footwear, a director of RelaDyne Inc., a distributor of lubricants and fuels and a director of Tampico Beverages Inc., a manufacturer of fruit drinks. Mr. Cappeline received B.S. and M.S. degrees in Chemical Engineering from the City College of New York and attended Harvard Business School's Executive Management Program in 1993. Mr. Cappeline was selected to serve on our board of directors because he possesses particular knowledge and experience in corporate finance, strategic planning and investments.

Judd Gregg

Senator Gregg has served on our board of directors since 2014. He has spent over three decades in public office, most recently serving as the United States Senator from the State of New Hampshire from January 1993 until January 2011. During his tenure in the Senate, Senator Gregg served on a number of key Senate Committees including Budget, Appropriations, Government Affairs, Banking, Housing and Urban Affairs, Commerce, Science and Transportation, Foreign Relations and Health, Education, Labor and Pensions. He has served as the Chairman and Ranking Member of the Health, Education, Labor and Pensions Committee and the Chairman and Ranking Member of the Senate

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Budget Committee as well as chairman of various sub-committees. Senator Gregg served as a chief negotiator of the Emergency Economic Stabilization Act of 2008 and was the lead sponsor of the Deficit Reduction Act of 2005, and, along with the late Senator Ted Kennedy, co-authored the No Child Left Behind Act of 2001. In March 2010, Senator Gregg was appointed to President Obama's bipartisan National Commission on Fiscal Responsibility and Reform. From 1989 to 1993, Senator Gregg was the Governor of New Hampshire and prior to that was a U.S. Representative from 1981 to 1989. Senator Gregg was named as Dartmouth College's first distinguished fellow and he teaches at the college and its graduate schools. He serves as a director of Honeywell International Inc., a publicly traded company, and previously served as a director of Intercontinental Exchange, Inc. from 2011 to 2013. Senator Gregg received an A.B. from Columbia University and a J.D. and an L.L.M. from Boston University. Senator Gregg was selected to serve on our board of directors because of his experience in local, state, national and international issues and in government, public policy, financial regulation, tax, capital markets, science, renewable technology and research, environmental protection and conservation and foreign policy and his insight into fiscal affairs, governmental relations, legislative and regulatory issues.

Brian R. Hoesterey

Mr. Hoesterey has served on our board of directors since 2014. Mr. Hoesterey is a Partner with AEA, which he joined in 1999, where he focuses on investments in the specialty chemicals and value-added industrial products sectors. Prior to joining AEA, Mr. Hoesterey was with BT Capital Partners, the private equity investment vehicle of Bankers Trust from 1998 to 1999. Mr. Hoesterey has also previously worked for McKinsey & Co. from 1994 to 1997 and the investment banking division of Morgan Stanley from 1989 to 1993. Mr. Hoesterey is currently a director of At Home Group Inc., GMS, Inc., Swanson Industries and VC GB Holdings. He also serves on the Board of Trustees for Madison Square Boys and Girls Club. Mr. Hoesterey was previously on the board of CPG International, Houghton, SRS, Henry Company, Unifrax, Pregis and Noveon. Mr. Hoesterey currently serves on the Oversight Committee for Patagonia Sur, a for-profit venture that invests in, protects and enhances scenically remarkable and ecologically valuable properties in Chilean Patagonia. Mr. Hoesterey received a B.B.A. in Accounting, summa cum laude, from Texas Christian University and received an M.B.A. with honors from Harvard Business School. Mr. Hoesterey was selected to serve on our board of directors because he possesses particular knowledge and experience in corporate finance, strategic planning and investments.

Vinay Kumar

Mr. Kumar has served on our board of directors since 2014. He is a Partner with AEA, which he joined in 2004, where he has focused on investments in the value-added industrial, specialty chemical and business services sectors. Mr. Kumar was previously on the board of Dematic and involved in AEA's investments in CPG International, Cogent Healthcare and Pregis. Prior to joining AEA, Mr. Kumar was a strategy consultant with Bain & Company in San Francisco and London from 2001 to 2004. Mr. Kumar received an A.B. in History and Science with honors from Harvard University. Mr. Kumar was selected to serve on our board of directors because he possesses particular knowledge and experience in corporate finance, strategic planning and investments.

Board Composition

Upon completion of this offering, our board of directors will consist of directors. Each director will serve until a successor is duly elected and qualified or until his or her death, resignation or removal. There are no family relationships between any of our directors or executive officers. Our executive officers are elected by and serve at the discretion of the board of directors.

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Our amended and restated certificate of incorporation and amended and restated bylaws that will become effective upon the closing of this offering will provide that the authorized number of directors may be changed only by resolution of the board of directors. Our amended and restated certificate of incorporation and amended and restated bylaws that will become effective upon the closing of this offering will also provide that our directors may be removed only for cause, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office.

In accordance with the terms of our amended and restated certificate of incorporation and amended and restated bylaws that will become effective upon the closing of this offering, our board of directors will be divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. Upon the closing of this offering, the members of the classes will be divided as follows:

•: the Class I directors will be and , and their terms will expire at the annual meeting of stockholders to be held in 2018;
•: the Class II directors will be and , and their terms will expire at the annual meeting of stockholders to be held in 2019; and
•: the Class III directors will be and , and their terms will expire at the annual meeting of stockholders to be held in 2020.

The classification of the board of directors may have the effect of delaying or preventing changes in control of our company. We expect that additional directorships resulting from an increase in the number of directors, if any, will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

Leadership Structure of the Board of Directors

Our board of directors currently separates the roles of Chief Executive Officer and Chairman. These positions are currently held by Ronald C. Keating, as our Chief Executive Officer, and Martin Lamb, as the Chairman. We believe this leadership structure is appropriate for our company due to the differences between the two roles. The Chief Executive Officer is responsible for setting our strategic direction, providing day-to-day leadership and managing our business, while the Chairman provides guidance to the Chief Executive Officer, chairs meetings of the board of directors, sets the agendas for meetings of our board of directors as well as provides information to the members of our board of directors in advance of such meetings. In addition, separating the roles of Chief Executive Officer and Chairman allows the Chairman to provide oversight of our management.

Director Independence and Controlled Company Exception

Our board of directors has affirmatively determined that and are independent directors under the rules of the NYSE and independent directors as such term is defined in Rule 10A-3(b)(1) under the Exchange Act. Our remaining directors are not independent because of their affiliations with AEA, which, together with its affiliates, indirectly holds more than 50% of our common stock.

After completion of this offering, we expect that AEA will continue to control a majority of the voting power of our outstanding common stock. As a result, we expect to be a "controlled company" within the meaning of the corporate governance standards of the NYSE. Under these rules, a "controlled company" may elect not to comply with certain corporate governance requirements, including:

•: the requirement that a majority of our board of directors consist of independent directors;

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•: the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities;
•: the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities; and
•: the requirement for an annual performance evaluation of the nominating and corporate governance committee and compensation committee.

Following this offering, we intend to utilize certain of these exemptions. As a result, we will not have a majority of independent directors, our nominating and corporate governance committee and compensation committee will not consist entirely of independent directors and such committees will not be subject to annual performance evaluations. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the applicable stock exchange rules. See "Risk Factors—Risks Relating to Our Common Stock and this Offering—We are a 'controlled company' within the meaning of the corporate governance standards of the NYSE and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements."

Committees of the Board of Directors

Upon completion of this offering, our board of directors will have three committees: the audit committee, the compensation committee and the nominating and corporate governance committee. Our board of directors may establish other committees to facilitate the management of our business. The expected composition and functions of the audit committee, compensation committee and nominating and corporate governance committee are described below.

Audit Committee

The members of the audit committee are , as Chairman, , and . qualifies as our "audit committee financial expert" within the meaning of regulations adopted by the SEC. Our board of directors has also determined that and are "independent" as defined under the NYSE rules and the Exchange Act and rules and regulations promulgated thereunder. The audit committee recommends the annual appointment and reviews independence of auditors and reviews the scope of audit and non-audit assignments and related fees, the results of the annual audit, accounting principles used in financial reporting, internal auditing procedures, the adequacy of our internal control procedures, related party transactions and investigations into matters related to audit functions. The audit committee is also responsible for overseeing risk management on behalf of our board of directors. See "—Risk Oversight."

Compensation Committee

The members of the compensation committee are , as Chairman, , and . The principal responsibilities of the compensation committee are to review and approve matters involving executive and director compensation, recommend changes in employee benefit programs, authorize equity and other incentive arrangements and authorize our company to enter into employment and other employee-related agreements.

Nominating and Corporate Governance Committee

Upon the consummation of this offering, the members of the nominating and corporate governance committee will be , as Chairman, and . The nominating and corporate governance committee assists our board of directors in identifying individuals qualified to become

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board members, makes recommendations for nominees for committees and develops, recommends to the board of directors and reviews our corporate governance principles.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves, or in the past year has served, as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our board of directors or compensation committee. No interlocking relationship exists between any member of the compensation committee (or other committee performing equivalent functions) and any executive, member of the board of directors or member of the compensation committee (or other committee performing equivalent functions) of any other company.

Risk Oversight

Our board of directors administers its risk oversight function primarily through the audit committee. To that end, our audit committee meets semi-annually with our Chief Financial Officer and our independent registered public accounting firm, who provide regular updates regarding our management's assessment of risk exposures including liquidity, credit and operational risks and the process in place to monitor such risks and review results of operations, financial reporting and assessments of internal controls over financial reporting. Our board of directors believes that its administration of risk management has not affected its leadership structure, as described above.

Code of Ethics

We have adopted a Code of Ethics and Business Conduct applicable to all of our directors, officers (including our principal executive officer, principal financial officer and principal accounting officer) and all global employees. Our Code of Ethics and Business Conduct is available on our website at www.evoqua.com under About Us—Ethics and Compliance. In the event that we amend or waive certain provisions of our Code of Ethics and Business Conduct applicable to our principal executive officer, principal financial officer or principal accounting officer that requires disclosure under applicable SEC rules, we intend to disclose the same on our website. Our website is not part of this prospectus.

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COMPENSATION DISCUSSION AND ANALYSIS

The discussion that follows describes the fiscal 2017 executive compensation program for the executive officers listed below (our "NEOs"):

Name		Title

Ronald Keating		President, Chief Executive Officer and Director
Benedict J. Stas		Executive Vice President, Chief Financial Officer & Treasurer
Anthony J. Webster		Executive Vice President, Chief Human Resources Officer
Vincent Grieco		Executive Vice President, Secretary and General Counsel
James Kohosek		Executive Vice President, Corporate Strategy & Business Operations

Background

Prior to the AEA Acquisition, we operated as the Water Technologies Business Unit of Siemens. All compensation programs implemented since the AEA Acquisition through fiscal 2017 in which our NEOs participated, and all decisions made with regard to the compensation of our NEOs, were programs of, or decisions made by, the Compensation Committee. As part of its overall review the Company's compensation program in light of the anticipated initial public offering, the Compensation Committee determined it was appropriate to provide all members of our executive leadership team generally comparable employment terms. In connection therewith, effective as of September 2017, the Compensation Committee amended the employment agreements for each of the Company's executive officers, including those NEOs who had entered into an employment agreement in connection with his commencement of employment with the Company, and entered into a new employment agreement with each of Messrs. Grieco and Kohosek, who were not previously party to an employment agreement (the employment agreements (as amended) collectively, the "Employment Agreements" and each, an "Employment Agreement"). The Employment Agreements generally set forth the material terms of the NEOs' respective compensation packages and are described in greater detail below in the section entitled "Employment Agreements." AEA also adopted the EWT Holdings I Corp. Stock Option Plan (the "Option Plan") for purposes of providing management team members equity compensation following the AEA Acquisition.

Since the AEA Acquisition, the Compensation Committee has had the responsibility for reviewing the executive compensation arrangements in place for NEOs and it will continue to exercise these duties with the overall intent of structuring future compensation in a way that maximizes long-term Company growth and aligns the interests of our management team members, including the NEOs, with the interests of our stockholders.

2017 Compensation Goals and Philosophy

The appropriate mix and amount of compensation for each NEO vary based on the level of the executive's responsibilities and, as discussed above, were generally individually negotiated and initially established at the time of the executive's commencement of employment with the Company, with the material terms relating to cash compensation and short-term incentive compensation being set forth in the Employment Agreements (subject to adjustment by the Compensation Committee as part of its periodic review of the NEOs' executive compensation arrangements) and long-term equity compensation taking the form of options granted under the Option Plan.

For fiscal 2017, general objectives of the executive compensation program included the following:

•: balancing an entrepreneurial focus with the need to set and achieve pre-determined goals;

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•: aligning with best practices and standards as determined by institutional shareholders and shareholder advisors;
•: basing annual reward opportunities on performance measures linked to shareholder value creation;
•: providing substantial upside opportunity that is linked to superior performance; and
•: requiring a threshold level of performance in order for any award to be earned.

Beginning in fiscal 2016 management has retained the Hay Group to review and advise on our company-wide compensation structure, including as the structure applied to the named executive officer roles. At the request of management, the Hay Group evaluated corporate profiles and referenced its US Industrial Compensation Report, which report includes information for over 450 companies in the United States. For purposes of its analysis, the Hay Group utilized information from the report, specifically focusing on industrial companies of a size range similar to us (with an annual revenue of $1 billion—$2 billion) for the purpose of reviewing the internal and external competitiveness of compensation levels. Their initial report was presented to the Compensation Committee in June 2016, and the analysis was used as a comparative tool by the Compensation Committee to understand the Company's executive compensation program in context of the current practices and compensation levels in the industrial sector. Based in part on the information learned from the industrial sector study provided by the Hay Group as well as informal market surveys, other publicly available information as well as the Chief Executive Officer's and Chief Human Resource Officer's input, the Compensation Committee implemented certain changes to our executive compensation program for fiscal 2017. The Compensation Committee believes, as compared to the industry sector data, the Company's cash compensation levels are positioned at approximately the 50th percentile as compared to total cash compensation levels provided for similar positions in our industry generally with certain individuals potentially earning higher amounts based on performance. The Compensation Committee has not, to date, utilized a specific, more narrowly-tailored peer group, however, in the third quarter of fiscal 2017, the Board retained Pearl Meyer & Partners ("Pearl Meyer") as a compensation consultant for the purpose of aiding in the evaluation of the Company's compensation program for fiscal 2018, and in connection therewith, Pearl Meyer has commenced the process of identifying a peer group which the Compensation Committee may refer to for the purpose of making compensation decisions in fiscal 2018.

It is expected that in future years, the Compensation Committee will continue to review base salaries, awards of cash bonuses and equity grants on an annual basis in order to determine whether the levels and allocation of the various elements of our NEOs' compensation packages are appropriate. The Compensation Committee will conduct its review after the Chief Executive Officer and the Chief Human Resources Officer have presented recommendations regarding the level and mix of compensation for our NEOs (other than for the Chief Executive Officer), including with respect to base salary, short-term incentive compensation and long-term incentive compensation. The Chief Executive Officer's recommendations will be developed in consultation with our Chief Human Resources Officer and other Company representatives. In the future, the Compensation Committee may commission specific peer group data as part of its analysis.

The Compensation Committee does not maintain any formal policy or formula for allocating the appropriate mix of compensation as it believes it is more important to remain flexible to respond to shifts in the marketplace in which the Company must compete to recruit and retain executive talent. Therefore, the Compensation Committee retains the authority to review our NEOs' compensation periodically and to use its discretion to adjust the mix of compensation and the amount of any element of compensation as it deems appropriate for each NEO.

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Base Salary

We believe that the provision of base salary plays an important role in attracting and retaining top executive talent by providing executives with a predictable level of income. Base salaries represent a fixed portion of our NEOs' compensation and vary, principally based on job responsibility. It is expected that the Compensation Committee will review our NEOs' base salaries annually, though it may make periodic base salary adjustments in connection with an NEO's promotion or change in job responsibility or when otherwise necessary for equitable reasons. In connection with its review and determination of base salaries, the Compensation Committee will consider, among other factors it considers relevant, market data, the level of the executive's compensation (individually and relative to the other executives), the length of the executive's tenure, the level of the executive's performance and, for the base salaries for executives other than the Chief Executive Officer, the recommendations of the Chief Executive Officer and the Chief Human Resources Officer.

The following table sets forth our NEOs' annual base salaries as of October 1, 2016. The Compensation Committee reviews compensation on a calendar year cycle and, in December 2016, approved increases to base salary for Messrs. Keating, Stas, Webster and Grieco of 2.5%, 8%, 2.5% and 10%, respectively, which increases took effect on December 26, 2016.

Named Executive Officer		Base Salary as of October 1, 2016 ($)

Ronald Keating			768,750
Benedict J. Stas			360,500
Anthony J. Webster			350,000
Vincent Grieco			226,600
James Kohosek			275,000

Annual Bonuses

The Company maintains the Evoqua Management Incentive Plan (the "MIP") to provide incentive compensation aimed at driving the Company's annual performance by linking variable compensation payments to Company performance, with achievement measured against Company-wide Adjusted EBITDA goals ("Evoqua Global EBITDA"), Company-wide Sales goals ("Evoqua Global Sales") and Segment EBITDA goals as appropriate based on responsibility. Cash bonuses under the MIP are designed to support our strategic business, promote the maximization of Company profitability and encourage teamwork. In fiscal 2017, each of our NEOs was eligible to earn an annual cash bonus under the MIP, subject to the conditions described below.

Under the MIP, an annual bonus pool is established and funded based solely on the Compensation Committee's determination as to the Company's performance as measured based upon achievement of at least 85% of the Evoqua Global EBITDA goal. For each of our NEOs other than Mr. Kohosek, the annual bonus payment for fiscal 2017 was calculated based on achievement of Evoqua Global EBITDA goal (70%) the Evoqua Global Sales goal (30%), and for Mr. Kohosek, based on achievement of Evoqua Global EBITDA goal (20%), the Evoqua Global Sales goal (30%) and Products & Technologies EBITDA (50%).

The MIP provides that (i) achievement of the Evoqua Global EBITDA goal (x) as to 85% will yield a payment equal to 25% of the portion of the target bonus attributable to that goal and (y) as to 100% will yield a payment equal to 100%, with linear interpolation being applied for achievement between 85% and 100% and (ii) achievement of the Evoqua Global Sales EBITDA goal (x) as to 96% will yield a payment equal to 25% of the portion of the target bonus attributable to that goal and (y) as to 100% will yield a maximum payment of 100% of the target bonus attributable to the at goal, with linear interpolation being applied for achievement between 96% and 100%. Payments in respect of achievement of Evoqua Global EBITDA in excess of 100% of target are "unlocked" only upon

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achievement of Evoqua Global Sales of at least 100% of target. If and only if the Evoqua Global Sales target is achieved as to at least 100%, then achievement of above 100% of target performance of the Evoqua Global EBITDA target will yield a payment above target equal to an additional 3% of target payout for every 1% of above-target performance, with payout attributable to achievement of the Evoqua Global EBITDA not being capped. Payouts attributable to achievement of Evoqua Global Sales and Segment EBITDA are capped at 100% and 200% of target payout, respectively.

The relevant threshold and target Evoqua Global EBITDA goals for fiscal 2017 were as follows:

	Threshold		Target		Maximum

Evoqua Global EBITDA (1) (in millions)	$	184.7	$	217.3		—
Evoqua Global Sales (1) (in millions)	$	1,234.4	$	1,285.8	$	1,285.8
Products & Technologies EBITDA (1) (in millions)	$	27.5	$	32.3	$	43.1

(1): None of Evoqua Global EBITDA, Evoqua Global Sales or Products & Technologies EBITDA are a presentation made in accordance with GAAP, and none are intended to present a measure of financial condition superior to those determined under GAAP. To reconcile these non-GAAP measures (which correlate to Adjusted EBITDA (for Evoqua Global EBITDA), Total Sales (for Evoqua Global Sales) and EBITDA (Products) (for Products & Technologies EBITDA) used for financial reporting purposes) with the most directly comparable GAAP measure (Net Income), please refer to "Summary Consolidated Financial and Operating Data" included elsewhere in this prospectus.

Each of our NEOs is entitled to a target bonus equal to a percentage of his base salary, as set forth in the table below. The annual bonuses under the MIP for fiscal 2017 for our NEOs (subject to funding of the annual bonus pool based on achievement of at least 85% the Evoqua Global EBITDA target) were subject to adjustment by the Compensation Committee, at its discretion, based on the executive's individual performance and contribution to the Company during the year.

The following table sets forth the fiscal 2017 annual bonus target for each of our NEOs, expressed as a percentage of base salary.

Name

Ronald Keating	100	%
Benedict J. Stas	70	%
Anthony J. Webster	50	%
Vincent Grieco	50	%
James Kohosek(1)	60	%

(1): Effective January 1, 2017, Mr. Kohosek's annual target bonus was increased from 50% to 60%.

As of the date of this filing, the Company has not yet finalized its results of operations for fiscal 2017, and as a result, the level of achievement of the targets under the MIP and any amounts earned by our NEOs under the MIP in respect of fiscal 2017 have not yet been determined.

In connection with this offering, the Company expects to adopt and submit for shareholder approval the EWT Holdings I Corp. Annual Incentive Plan, which sets forth other performance criteria and performance goals which may be used by the Compensation Committee in future fiscal years in determining the appropriate annual cash incentive packages for our NEOs. The material terms of the AIP are described under the heading "—Material Terms of the EWT Holdings I Corp. Annual Incentive Plan".

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Long-Term Incentive Plan

As discussed above, the Company maintains the Option Plan, a long-term incentive plan under which we may make grants of options from time to time. The main objectives of the Option Plan are to (1) directly link our executives to increasing shareholder value, (2) incentivize our executives to work towards the achievement of our long-term performance goals, (3) provide the Company a competitive means through which we may better attract able individuals to become executives and (4) retain executives for multiple-year periods by providing them with stock ownership opportunities.

For the foregoing reasons, we believe providing our NEOs long-term equity compensation in the form of options further advances and aligns the interests of the Company and its stockholders. The Compensation Committee has the authority to make grants under the Option Plan as it deems appropriate, and generally does so in connection with new hires or promotions within the Company.

For a description of the effect of a Change in Control (as defined in the Option Plan) on these options, please see the section entitled "Payments upon Certain Events of Termination or Change in Control" below.

In connection with this offering, the Company expects to adopt and submit for shareholder approval the EWT Holdings I Corp. Equity Incentive Plan (the "Equity Incentive Plan"). The material terms of the Equity Incentive Plan are described under the heading "—Material Terms of the EWT Holdings I Corp. Equity Incentive Plan".

Retirement Plans

The Company provides retirement benefits to the NEOs, including matching contributions, under the terms of its tax-qualified defined contribution plan (the "401(k) Plan"). The NEOs participate in the 401(k) Plan on the same terms as our other participating employees.

The Company also maintains a nonqualified deferred compensation plan (the "Deferred Compensation Plan") in which the NEOs participate and under which they are eligible to receive matching contributions. Under the Deferred Compensation Plan, the NEOs may elect to defer portions of their compensation that are not otherwise available due to limitations on contributions to the 401(k) Plan under the Code. For a further description of the Deferred Compensation Plan and the payments that were made in fiscal 2017, please see the section entitled "Nonqualified Deferred Compensation as of September 30, 2017" below.

We believe that the retirement benefits provided under the 401(k) Plan and the Deferred Compensation Plan are comparable to those provided by comparable companies. The Company does not maintain any defined benefit plans for any of its executive officers.

Perquisites and Other Personal Benefits

The Company provides the NEOs with perquisites and other personal benefits, or an allowance for certain perquisites, that it believes are reasonable and consistent with its overall compensation program to better enable the Company to attract and retain superior employees for key positions. For fiscal 2017, the Company paid stipends to each of the NEOs for the purpose of covering, in the NEO's sole discretion, costs associated with services such as an executive physical examination, lease of an automobile and / or financial planning services. In fiscal 2017, Mr. Keating was also reimbursed for certain relocation expenses and a portion of his country club membership.

We believe that these benefits enable our executives to focus on our business and enhance their commitment to us. In addition, each of our NEOs received Company matching contributions under the 401(k) Plan and Messrs. Keating, Stas and Kohosek received Company matching contributions under the Deferred Compensation Plan.

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The Compensation Committee periodically reviews the levels of perquisites and other personal benefits that may be made available to our NEOs through the stipend to confirm that such levels are reasonable and continue to serve their intended retentive purposes.

Risk Analysis of Compensation Program

The Compensation Committee has reviewed our compensation program to determine if the elements encourage excessive or unnecessary risk-taking that is reasonably likely to have a material adverse effect on the Company. The Compensation Committee believes that the Company's compensation program offers an appropriate mix of fixed compensation and short- and long-term variable compensation so as to mitigate the motivation to take high levels of business risk. As a result, the Compensation Committee believes that our compensation program does not encourage unreasonable risk-taking that is reasonably likely to have a material adverse effect on the Company.

Internal Revenue Code Section 162(m)

As a private company, in fiscal 2017 the Company was not subject to Section 162(m) of the Internal Revenue Code of 1986, as amended ("Section 162(m)"). In making future compensation decisions, the Compensation Committee will consider the potential impact of Section 162(m), which disallows a tax deduction for any publicly held corporation for individual compensation exceeding $1 million in any taxable year for the Chief Executive Officer and the next three mostly highly compensated officers (other than the Chief Financial Officer), other than compensation that is performance-based under a plan that is approved by the stockholders of the Company and meets other technical requirements. However, the Compensation Committee reserves the right to provide for compensation to executive officers that may not be deductible if it believes such compensation is in the best interests of the Company and its stockholders. Transition provisions under Section 162(m) may apply for a period of approximately three years following the consummation of an initial public offering of the Company (which is not guaranteed to occur) to certain compensation arrangements that were entered into before such initial public offering, including, without limitation, awards under the AIP and the Option Plan and any future awards under the MIP and Equity Incentive Plan.

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COMPENSATION OF NAMED EXECUTIVE OFFICERS

SUMMARY COMPENSATION TABLE

The following table sets forth the cash and non-cash compensation paid to our NEOs for the fiscal years ended September 30, 2017 and September 30, 2016.

Name & Principal Position

Ronald Keating	2017	783,534	—	67,277		267,540	1,118,351
President, Chief Executive Officer and Director(4)	2016	764,423	—	—	526,594	156,717	1,447,734
Benedict J. Stas	2017	383,192	—	19,205		53,945	456,342
Executive Vice President, Chief Financial Officer & Treasurer(5)	2016	358,077	—	—	148,166	55,537	561,780
Anthony J. Webster	2017	356,731	—	—		40,391	397,122
Executive Vice President, Chief Human Resources Officer(6)	2016	196,189	—	652,120	170,625	135,082	1,154,016
Vincent Grieco	2017	244,600	—	227,641		22,007	494,248
Executive Vice President, Secretary and General Counsel (7)
James Kohosek	2017	275,000	—	590,754		34,596	900,350
Executive Vice President, Corporate Strategy & Business Operations (8)

(1): The amounts in this column were calculated based on the grant date fair value of our common stock, in accordance with FASB ASC Topic 718. Assumptions used to determine the grant date fair value are set forth in Note 15 to our audited consolidated financial statements for the fiscal year ended September 30, 2016 included elsewhere in this prospectus.
(2): As of the date of this filing, the Company has not yet finalized its results of operations for fiscal 2017, and as a result, the level of achievement of the targets under the MIP and any amounts earned by our NEOs under the MIP in respect of fiscal 2017 have not yet been determined.
(3): As described above in the section entitled "Perquisites and Other Personal Benefits, the amounts set forth under the "All Other Compensation" include stipends paid to each of our NEOs for the purpose of covering the NEO's costs associated with services such as an executive physical examination, lease of an automobile and / or financial planning services in the following amounts: $30,000 for Mr. Keating, $25,000 for Mr. Stas, $20,000 for Mr. Webster, $10,000 for Mr. Grieco and $20,000 for Mr. Kohosek.
(4): The amount set forth under "All Other Compensation" includes: (i) matching contributions made to the 401(k) Plan of approximately $17,948, (ii) matching contributions made to the Deferred Compensation Plan of approximately $61,913, (iii) $132,384 of costs incurred in connection with Mr. Keating's relocation to the location of the Company's principal offices and (iv) reimbursements for expenses associated with Mr. Keating country club membership of approximately $25,295.
(5): The amount set forth under "All Other Compensation" includes: (i) matching contributions made to the 401(k) Plan of approximately $13,536 and (ii) matching contributions made to the Deferred Compensation Plan of approximately $15,409.

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(6): The amount set forth under "All Other Compensation" includes matching contributions made to the 401(k) Plan of approximately $20,391.
(7): The amount set forth under "All Other Compensation" includes matching contributions made to the 401(k) Plan of approximately $12,007.
(8): The amount set forth under "All Other Compensation" includes: (i) matching contributions made to the 401(k) Plan of approximately $13,720 and (ii) matching contributions made to the Deferred Compensation Plan of approximately $876.

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GRANTS OF PLAN-BASED AWARDS

The table below sets forth information regarding all grants of awards made to the NEOs during the fiscal year ended September 30, 2017. For further information regarding the terms of certain of these grants, see "Compensation Discussion and Analysis" above.

			Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)

											Exercise Price of Option Awards ($)
									All Other Option Awards (#)				Grant Date Fair Value of Option Awards ($)
Name	Date of Grant		Threshold ($)		Target ($)		Max ($)		All Other Option Awards (#)				Grant Date Fair Value of Option Awards ($)
Ronald Keating		—		0		787,969		—		—		—		—
		10/28/16		—		—		—		1,100		200.00		67,277
Benedict J. Stas		—		0		273,000		—		—		—		—
		10/28/16		—		—		—		314		200.00		19,205
Anthony J. Webster		—		0		179,375		—		—		—		—
Vincent Grieco		—		0		125,000		—		—		—		—
		12/19/16		—		—		—		3,722		200.00		227,641
James Kohosek		—		0		165,000		—		—		—		—
		11/29/16		—		—		—		4,500		200.00		275,224
		12/19/16		—		—		—		5,500		200.00		315,530

(1): These columns, where applicable, show the range of possible payouts which were targeted for fiscal 2017 performance under the MIP as described above under "—Annual Bonuses".

Employment Agreements

We currently use employment agreements to attract and/or retain our NEOs, the materials terms of which are described below.

President, Chief Executive Officer and Director (Ronald Keating)

On September 8, 2014 the Company entered into an employment agreement with Mr. Keating, which agreement was amended on September 6, 2017. Mr. Keating's Employment Agreement provides that his initial employment term commenced on December 1, 2014 and will expire on December 1, 2017, subject thereafter to automatic one-year extensions unless either the Company or Mr. Keating provides at least 30 days' written notice to the other of intent not to renew the term. The Employment Agreement provides that Mr. Keating would receive an initial base salary of $750,000 per year, subject to increase at the discretion of the Board, and that he would be eligible to participate in all benefit programs for which other senior executives of the Company are generally eligible. Mr. Keating would also be eligible to earn a target annual bonus equal to 100% of his base salary, with the actual bonus paid to be based on the Company's actual performance relative to the performance targets established by the Board or a committee thereof. In addition, Mr. Keating would be entitled to reimbursement for the following items, in each case in accordance with the expense reimbursement policy of the Company in effect from time to time: (a) reasonable out-of-pocket business expenses incurred in performing his duties, (b) commuting and temporary living expenses, on a grossed-up basis for taxes, related to his principal place of employment at the Company's offices in Warrendale, PA (including, without limitation, weekly flights between Cincinnati and Pittsburgh, hotel expenses or rental apartment expenses, and a car) until Mr. Keating determines to relocate his residence to the location of the Company's principal offices, at which time the Company will reimburse Mr. Keating for all reasonable relocation expenses on a grossed-up tax basis. Mr. Keating's Employment Agreement also provides for severance upon certain terminations of employment, as described below under "—Payments upon Certain Events of Termination or Change in Control." The Employment Agreement includes restrictive

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covenants providing for non-competition, non-solicitation of employees and non-interference with business relationships, in each case during employment and for two years thereafter, mutual non-disparagement, and perpetual nondisclosure of confidential information.

Executive Vice President, Chief Financial Officer & Treasurer (Benedict J. Stas)

On February 26, 2015 the Company entered into an employment agreement with Mr. Stas, which agreement was amended on September 6, 2017. Mr. Stas' Employment Agreement provides that his initial employment term commenced on March 30, 2015 and will expire on March 30, 2018, subject thereafter to automatic one-year extensions unless either the Company or Mr. Stas provides at least 30 days' written notice to the other of intent not to renew the term. The Employment Agreement provided that Mr. Stas would receive an initial annual base salary of $350,000, subject to increase at the discretion of the Board, and shall be eligible to receive an initial target annual bonus equal to 60% of his base salary, with the actual bonus paid to be based on the Company's actual performance relative to the performance targets established by senior management of the Company. In addition, in accordance with the Company's expense reimbursement policy in effect from time to time, Mr. Stas would be entitled to reimbursement for reasonable out-of-pocket business expenses incurred in performing his duties and is eligible to participate in all benefit programs for which other executives of the Company are generally eligible. Mr. Stas' Employment Agreement also provides for severance upon certain terminations of employment, as described below under "—Payments upon Certain Events of Termination or Change in Control." The Employment Agreement includes restrictive covenants providing for non-competition, non-solicitation of employees and non-interference with business relationships, in each case during employment and for one year thereafter, non-disparagement of the Company, and perpetual nondisclosure of confidential information.

Executive Vice President, Chief Human Resources Officer (Anthony J. Webster)

On January 20, 2016 the Company entered into an employment agreement with Mr. Webster, which agreement was amended on September 6, 2017. Mr. Webster's Employment Agreement provides that his initial employment term commenced on February 22, 2016 and will expire on February 22, 2019, subject thereafter to automatic one-year extensions unless either the Company or Mr. Webster provides at least 30 days' written notice to the other of intent not to renew the term. The Employment Agreement provides that Mr. Webster would receive an initial annual base salary of $350,000, subject to increase at the discretion of the Board, and shall be eligible to receive a target annual bonus equal to 50% of his base salary, with the actual bonus paid to be based on the Company's actual performance relative to the performance targets established by senior management of the Company. In addition, Mr. Webster would be entitled to reimbursement for reasonable out-of-pocket business expenses incurred in performing his duties and is eligible to participate in all benefit programs for which other executives of the Company are generally eligible. Mr. Webster's Employment Agreement also provides for severance upon certain terminations of employment, as described below under "—Payments upon Certain Events of Termination or Change in Control." The Employment Agreement includes restrictive covenants providing for non-competition, non-solicitation of employees and non-interference with business relationships, in each case during employment and for one year thereafter, non-disparagement of the Company, and perpetual nondisclosure of confidential information.

On March 1, 2016, the Company entered into a bonus agreement with Mr. Webster (the "Webster Bonus Agreement") which provides that subject to his continued employment with the Company through the first to occur of a Change in Control (as defined in the Option Plan) or an initial public offering of the common stock of the Company, Mr. Webster will be entitled to a bonus payment (the "Special Bonus") equal to the product of 12,700 multiplied by the amount by which the Fair Market Value (as defined below) of a share of common stock of the Company exceeds $125.00, but only to the extent the Fair Market Value does not exceed $175.00. For purposes of the foregoing, "Fair Market

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Value" shall mean, as calculated by the Company in its reasonable good faith discretion, (i) in the case of a payment upon a Change in Control, the closing cash consideration per share of common stock of the Company or (ii) in the case of a payment upon an initial public offering of the common stock of the Company, the closing price of a share of common stock of the Company as of the first trading day on which shares of common stock of the Company may be traded following any underwriter's lockup entered into in connection with the initial public offering that is binding upon the Company's senior management (the "IPO Valuation Date"). In the case of a Change in Control, the Special Bonus shall be paid in cash within 30 days following a Change in Control. In the case of an initial public offering, the Special Bonus shall be paid in cash, shares or any combination thereof (as determined by the Company in its discretion) on the first payroll date following the IPO Valuation Date. The Company's obligations under the Webster Bonus Agreement shall terminate upon the termination of Mr. Webster's termination of employment with the Company for any reason (regardless of whether a Change in Control or initial public offering has occurred prior to such termination).

Executive Vice President, Executive Vice President, Secretary and General Counsel (Vincent Grieco)

On September 6, 2017, the Company entered into an employment agreement with Mr. Grieco, which agreement provides that his initial employment term commenced on September 6, 2017 and will expire on September 6, 2020, subject thereafter to automatic one-year extensions unless either the Company or Mr. Grieco provides at least 30 days' written notice to the other of intent not to renew the term. The Employment Agreement provides that Mr. Grieco would receive an initial annual base salary of $250,000, subject to increase at the discretion of the Board, and shall be eligible to receive a target annual bonus equal to 50% of his base salary, with the actual bonus paid to be based on the Company's actual performance relative to the performance targets established by senior management of the Company. In addition, Mr. Grieco would be entitled to reimbursement for reasonable out-of-pocket business expenses incurred in performing his duties and is eligible to participate in all benefit programs for which other executives of the Company are generally eligible. Mr. Grieco's Employment Agreement also provides for severance upon certain terminations of employment, as described below under "—Payments upon Certain Events of Termination or Change in Control." The Employment Agreement includes restrictive covenants providing for non-competition, non-solicitation of employees and non-interference with business relationships, in each case during employment and for one year thereafter, non-disparagement of the Company, and perpetual nondisclosure of confidential information.

Executive Vice President, Corporate Strategy & Business Operations (James Kohosek)

On September 6, 2017, the Company entered into an employment agreement with Mr. Kohosek, which agreement provides that his initial employment term commenced on September 6, 2017 and will expire on September 6, 2020, subject thereafter to automatic one-year extensions unless either the Company or Mr. Kohosek provides at least 30 days' written notice to the other of intent not to renew the term. The Employment Agreement provides that Mr. Kohosek would receive an initial annual base salary of $275,000, subject to increase at the discretion of the Board, and shall be eligible to receive a target annual bonus equal to 60% of his base salary, with the actual bonus paid to be based on the Company's actual performance relative to the performance targets established by senior management of the Company. In addition, Mr. Kohosek would be entitled to reimbursement for reasonable out-of-pocket business expenses incurred in performing his duties and is eligible to participate in all benefit programs for which other executives of the Company are generally eligible. Mr. Kohosek's Employment Agreement also provides for severance upon certain terminations of employment, as described below under "—Payments upon Certain Events of Termination or Change in Control." The Employment Agreement includes restrictive covenants providing for non-competition, non-solicitation of employees and non-interference with business relationships, in each case during employment and for one year thereafter, non-disparagement of the Company, and perpetual nondisclosure of confidential information.

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OUTSTANDING EQUITY AWARDS AT FISCAL 2017 YEAR END

The following table sets forth certain information with respect to outstanding options held by each of our NEOs on September 30, 2017.

	Option Awards

Name	Number of Securities Underlying Unexercised Options Exercisable		Number of Securities Underlying Unexercised Options Un-exercisable			Option Exercise Price ($)		Option Expiration Date
Ronald Keating		46,250		46,250	(1)		125.00		12/15/2024
		1,100		0			200.00		10/28/2026
Benedict J. Stas		15,417		15,416	(2)		125.00		04/06/2025
		314		0			200.00		10/28/2026
Anthony J. Webster		3,175		9,525	(3)		175.00		03/03/2026
Vincent Grieco		514		514	(4)		125.00		10/27/2024
		1,736		1,736	(5)		125.00		01/19/2025
		0		3,722	(6)		200.00		12/19/2026
James Kohosek		0		4,500	(7)		200.00		11/29/2026
		0		5,500	(8)		200.00		12/19/2026

(1): These options will vest in two remaining equal installments on December 15, 2017 and December 15, 2018.
(2): These options will vest in two remaining equal installments on April 6, 2018 and April 6, 2019.
(3): These options will vest in three remaining equal installments on March 1, 2018, March 1, 2019 and March 1, 2020.
(4): These options will vest in two remaining equal installments on October 27, 2017 and October 27, 2018.
(5): These options will vest in two remaining equal installments on January 19, 2018 and January 19, 2019.
(6): These options will vest in four remaining equal installments on December 19, 2017, December 19, 2018, December 19, 2019 and December 19, 2020.
(7): These options will vest in four remaining equal installments on November 29, 2017, November 29, 2018, November 29, 2019 and November 29, 2020.
(8): These options will vest in four remaining equal installments on December 19, 2017, December 19, 2018, December 19, 2019 and December 2020.

Option Exercises

None of our NEOs exercised any options during the fiscal year ended September 30, 2017.

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Nonqualified Deferred Compensation as of September 30, 2017

The following table provides information with respect to the Deferred Compensation Plan.

Name

Ronald Keating	140,476	61,913	68,539	0	427,046
Benedict J. Stas	58,023	15,409	9,320	0	94,838
Anthony J. Webster	—	—	—	—	—
Vincent Grieco	—	—	—	—	—
James Kohosek	15,472	876	1,147	0	16,619

(1): This amount reflects a portion of salary that the indicated executive elected to defer during fiscal 2017. This amount is included in the "Salary" column of the Summary Compensation Table above.
(2): The full amounts reported as Company contributions have been reported in the "All Other Compensation" column in the Summary Compensation Table above.

Our NEOs based in the United States are eligible to participate in the Deferred Compensation Plan, which benefits only a select group of United States management employees. The Deferred Compensation Plan uses a hypothetical account for each participant who elects to defer income. The participant selects investment funds from a broad range of options. Earnings and losses on each account are determined based on the performance of the investment funds selected by the participant. A participant may elect to defer up to 50% of his annual base compensation and up to 90% of his bonus awarded pursuant to the MIP as compensation deferrals. The NEOs are 100% vested with respect to both employee contributions and their employer contributions. Distributions under the Deferred Compensation Plan may be made as a single lump sum, on a fixed date or schedule, or in equal installments over periods of (x) five, ten or fifteen years or (y) two, three, four or five years, depending on distribution's triggering event and the participant's elections, in compliance with the election and timing rules of Code Section 409A.

Payments upon Certain Events of Termination or Change in Control

In the event any NEO is terminated other than for Cause, Death or Disability (including due to non-extension of the employment term) or resigns for Good Reason (as defined in the Employment Agreements), he is entitled to the following: (i) base salary continuation for 12 months; (ii) a pro-rata portion of his actual annual bonus for the year in which termination occurs (except for Mr. Keating, who is entitled to a pro-rata portion of his target annual bonus opportunity for the year in which termination occurs); (iii) medical and dental benefits continuation for 12 months; and (iv) reimbursement for outplacement assistance for six months up to a maximum of $15,000.

In the event any NEO's employment is terminated by the Company for cause or on account of the NEO's death, disability or voluntary termination without good reason, the Company is obligated to pay the NEO any accrued benefits through the date of termination, which accrued benefits are quantified in the table below in the "Accrued Benefits" column.

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The following table describes the estimated value of payments that would have been due to the NEOs in the event that their employment was terminated by the Company due to a termination other than for cause, death or disability of the NEO or by the NEO for good reason on September 30, 2017.

Name

Ronald Keating	—	787,969	787,969	19,833	15,000	1,610,771
Benedict J. Stas	—	390,000	273,000	18,994	15,000	696,994
Anthony J. Webster	—	358,750	179,375	19,834	15,000	572,959
Vincent Grieco	—	250,000	125,000	21,783	15,000	411,783
James Kohosek	—	275,000	165,000	13,556	15,000	468,556

(1): For Mr. Keating, this amount represents the pro-rata portion of his target bonus under the MIP for fiscal 2017. As of the date of this prospectus, actual bonus amounts payable under the MIP for fiscal 2017 have not yet been determined, and the amount included for each of Messrs. Stas, Webster, Grieco and Kohosek is the pro-rata portion of his target bonus rather than the pro-rata portion of his actual bonus payment under the MIP.
(2): This amount represents the maximum reimbursement for outplacement services the NEO is entitled to under his Employment Agreement.

Additionally, our NEOs hold options issued pursuant to the Option Plan, which options become fully vested and exercisable upon a Change in Control (as defined below). The following table describes the estimated present value of payments for unvested options to purchase shares that would have become vested upon a Change in Control, assuming that such Change in Control occurred on September 30, 2017. In addition, pursuant to the terms of the Webster Bonus Agreement, upon a Change in Control subject to his continued employment through such Change in Control, Mr. Webster would be entitled to an additional cash payment equal to $635,000.

Name

Ronald Keating	46,250	10,406,250
Benedict J. Stas	15,416	3,468,600
Anthony J. Webster	9,525	1,666,875
Vincent Grieco	5,972	1,064,550
James Kohosek	10,000	1,500,000

(1): Represents unvested options as of the fiscal year ended September 30, 2017. Calculations with regard to stock options are based upon the most recent appraisal price of the Company's common stock ($350.00 as of September 30, 2017), less exercise price.

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DIRECTOR COMPENSATION

The Company does not currently pay cash compensation to its directors who are employed by either the Company or AEA for their services as directors. Each non-employee, non-AEA director received options to purchase shares of the Company's common stock under the Option Plan, which generally vest as to 25% on the each anniversary of the date of grant such that the options will be fully vested on the fourth anniversary of the date of grant. Pursuant to a consulting agreement with the Company dated as of March 1, 2014, in respect of his services provided to the Company as a member of the Board, Mr. Lamb receives an annual cash retainer equal to $100,000, payable in substantially equal monthly installments at the end of each calendar month.

Shown below is information regarding the fiscal 2017 compensation for each member of the Board other than Mr. Keating, whose compensation is reported above in the Summary Compensation Table.

Name

Nick Bhambri	—	—	(1)	—	—
Gary Cappeline	—	—		—	—
Judd Gregg	—	—	(1)	—	—
Brian R. Hoesterey	—	—		—	—
Ronald C. Keating	—	—		—	—
Vinay Kumar	—	—		—	—
Martin Lamb	100,000	—	(1)	—	100,000

(1): Each of Messrs. Bhambri and Gregg held 6,670 options, which were vested as to 75%. Mr. Lamb was originally granted 13,340 options, of which 3,335 remaining outstanding and subject to vesting.

Material Terms of the EWT Holdings I Corp. Stock Option Plan

The EWT Holdings I Corp. Stock Option Plan (the "Option Plan") was established to attract, retain, incentivize and motivate officers and employees of, consultants to, and non-employee directors providing services to the Company and its subsidiaries and affiliates and to promote the success of the Company by providing such participating individuals with a proprietary interest in the performance of the Company. On March 6, 2014, the Board adopted the Option Plan under which 411,111 shares of common stock of the Company ("Shares") are reserved for the issuance of options to purchase Shares ("Options").

Administration. The Option Plan shall be administered by the Compensation Committee, which shall have all of the powers necessary to enable it to carry out its duties under the Option Plan properly, including the power and duty to construe and interpret the Option Plan and to determine all questions arising under it. The Compensation Committee may correct any defect, supply any omission, or reconcile any inconsistency in the Option Plan or in any Option in the manner and to the extent it deems necessary to carry out the intent of the Option Plan. The Compensation Committee's interpretations and determinations shall be final, binding and conclusive upon all persons.

Plan Term. The Option Plan became effective on March 6, 2014 and will terminate on the tenth (10th) anniversary thereof, unless earlier terminated by the Board.

Eligibility. Under the Option Plan, "Eligible Individuals" includes officers, employees, consultants, advisors and non-employee directors providing services to the Company and its subsidiaries and affiliates. The Compensation Committee will determine which Eligible Individuals will receive grants of options.

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Option Price. The manner in which the exercise price is to be determined for Shares under each Option shall be determined by the Compensation Committee and set forth in the option agreement; provided, however, that the exercise price per Share under each Option shall not be less than the greater of (i) the par value of a Share and (ii) 100% of the fair market value of a Share on the date the Option is granted.

Maximum Duration. Options granted under the Option Plan shall be for such term as the Compensation Committee shall determine; provided that an Option shall not be exercisable after the expiration of 10 years from the date it is granted; provided, further, however, that unless the Compensation Committee provides otherwise, an Option may, upon the death of the participant prior to the expiration of the Option, be exercised for up to one year following the date of the participant's death, even if such period extends beyond 10 years from the date the Option is granted. The Compensation Committee may, subsequent to the granting of any Option, extend the period within which the Option may be exercised (including following a participant's termination), but in no event shall the period be extended to a date that is later than the earlier of the latest date on which the Option could have been exercised and the 10th anniversary of the date of grant of the Option.

Vesting. The Compensation Committee shall determine and set forth in the applicable option agreement the time or times at which an Option shall become vested and exercisable. To the extent not exercised, vested installments shall accumulate and be exercisable, in whole or in part, at any time after becoming exercisable, but not later than the date the Option expires. The Compensation Committee may accelerate the exercisability of any Option or portion thereof at any time.

Method of Exercise. The exercise of an Option shall be made only by giving notice in the form and to the person designated by the Company, specifying the number of Shares to be exercised and, to the extent applicable, accompanied by payment therefor and otherwise in accordance with the option agreement pursuant to which the Option was granted. The Option Price shall be paid in any or any combination of the following forms: (a) cash or its equivalent or (b) other property as determined by the Compensation Committee. Any Shares transferred to or withheld by the Company as payment of the exercise price under an Option (to the extent permitted by the Compensation Committee) shall be valued at their fair market value on the last business day preceding the date of exercise of such Option.

Adjustments. In the event of a Change in Capitalization (as defined in the Option Plan), the Compensation Committee shall conclusively determine the appropriate adjustments, if any, to (a) the maximum number and class of Shares with respect to which Options may be granted under the Option Plan, (b) the number and class of Shares or other stock or securities (of the Company or any other corporation or entity), cash or other property which are subject to outstanding Options granted under the Option Plan and the exercise price therefor, if applicable, and (c) any other adjustments the Compensation Committee determines to be equitable. If, by reason of a Change in Capitalization, pursuant to an option agreement, a participant shall be entitled to, or shall be entitled to exercise an Option with respect to, new, additional or different shares of stock or securities of the Company or any other entity, such new, additional or different shares shall thereupon be subject to all of the conditions and restrictions which were applicable to the Shares subject to the Option prior to such Change in Capitalization.

Effect of Change in Control or Certain Other Transactions. Unless otherwise provided in an award agreement, in connection with a merger, consolidation, reorganization, recapitalization or other similar change in the capital stock of the Company, or a liquidation or dissolution of the Company or a Change in Control (each, a "Corporate Transaction"), all outstanding Options shall terminate upon the consummation of the Corporate Transaction, unless provision is made in connection with such transaction, in the sole discretion of the Compensation Committee or the parties to the Corporate Transaction, for the assumption or continuation of such Options by, or the substitution for such Options with new awards of, the surviving, successor or resulting entity, or a parent or subsidiary

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thereof, with such adjustments as to the number and kind of shares or other securities or property subject to such new awards, option and stock appreciation right exercise or base prices, and other terms of such new awards as the Compensation Committee or the parties to the Corporate Transaction shall agree. In the event that provision is made in writing as aforesaid in connection with a Corporate Transaction, the Option Plan and the unexercised Options theretofore granted or the new awards substituted therefor shall continue in the manner and under the terms provided in such writing. Notwithstanding the foregoing, except as otherwise provided in the applicable option agreement, vested Options (including those Options that would become vested upon the consummation of the Corporate Transaction) shall not be terminated upon the consummation of the Corporate Transaction unless holders of affected Options are provided either (a) a period of at least fifteen (15) calendar days prior to the date of the consummation of the Corporate Transaction to exercise the Options or (b) payment in respect of each Share covered by the Option being cancelled in an amount equal to the excess, if any, of the per Share price to be paid or distributed to stockholders in the Corporate Transaction over the option price of the Option.

Without limiting the generality of the foregoing or being construed as requiring any such action, in connection with a Corporate Transaction the Compensation Committee may, in its sole and absolute discretion, without the consent of any participant, cause any of the following actions to be taken effective upon or at any time prior to such Corporate Transaction: (a) cause any or all unvested Options to become fully vested and immediately exercisable (as applicable) and/or provide the holders of such Options a reasonable period of time prior to the date of the consummation of the Corporate Transaction to exercise the Options or (b) with respect to unvested Options that are terminated in connection with the Corporation Transaction, provide the holders thereof a payment in respect of each Share covered by the Option being terminated in an amount equal to all or a portion of the excess, if any, of the per Share price to be paid or distributed to stockholders in the Corporate Transaction over the option price of the Option.

For purposes of the Option Plan, "Change in Control" generally means (i) the approval by stockholders of the liquidation or dissolution of the Company, (ii) a transaction or series of related transactions resulting in the sale or other disposition of 51% or more of the outstanding voting stock of the Company, (iii) the merger or consolidation of the Company with or into any entity, or (iv) a sale or other disposition of substantially all of the assets of the Company; provided , however , that the term "Change in Control" shall exclude each transaction which is a "Non-Control Transaction." Unless otherwise provided in an option agreement, "Non-Control Transaction" means (i) any transaction following which AEA and/or its affiliates, participants, investors and/or employees own directly or indirectly a majority of the outstanding shares of voting stock of the Company or any purchasing or surviving entity, as applicable, (ii) a merger or consolidation following which those persons who owned directly or indirectly a majority of the outstanding shares of voting stock of the Company immediately prior to such merger or consolidation will own directly or indirectly a majority of the outstanding shares of voting stock of the surviving or resulting entity, as applicable, (iii) a sale or other disposition of capital stock of the Company following which those persons who owned directly or indirectly a majority of the outstanding shares of voting stock immediately prior to such sale will own directly or indirectly a majority of the outstanding interests or shares of voting stock of the Company or the purchasing entity, as applicable, (iv) a sale or other disposition of substantially all of the assets of the Company to an affiliate of the Company, (v) an initial public offering of the Company, or (vi) any transaction following which AEA, any person controlling or controlled by AEA, or any officers, directors, employees, participants or shareholders of AEA constitute a majority of the directors of the Board or have a right to elect a majority of the Board.

Transferability. Notwithstanding anything contained in the Option Plan or any option agreement to the contrary, in the event that the disposition of Shares acquired pursuant to the Option Plan is not covered by a then current registration statement under the Securities Act and is not otherwise exempt from such registration, such Shares shall be restricted against transfer to the extent required by the

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Securities Act and Rule 144 or other regulations promulgated thereunder. The Compensation Committee may require any individual receiving Shares pursuant to an Option granted under the Option Plan, as a condition precedent to receipt of such Shares, to represent and warrant to the Company in writing that the Shares acquired by such individual are acquired without a view to any distribution thereof and will not be sold or transferred other than pursuant to an effective registration thereof under the Securities Act or pursuant to an exemption applicable under the Securities Act or the rules and regulations promulgated thereunder.

Amendment or Termination of the Option Plan. The Board may earlier terminate the Option Plan and the Board may at any time and from time to time amend, modify or suspend the Option Plan; provided, however, that (a) no such amendment, modification, suspension or termination shall impair or adversely alter any Options theretofore granted under the Option Plan, except with the consent of the participant, nor shall any such amendment, modification, suspension or termination deprive any participant of any Shares which he or she may have acquired through or as a result of the Option Plan and (b) to the extent necessary under any applicable law, regulation or exchange requirement, no other amendment shall be effective unless approved by the stockholders of the Company in accordance with applicable law, regulation or exchange requirement.

Material Terms of the EWT Holdings I Equity Incentive Plan

Prior to the consummation of this offering, the Board is expected to adopt and recommend that our stockholders approve the EWT Holdings I Corp. Equity Incentive Plan, or the "Equity Incentive Plan", under which equity awards may be made in respect of shares of common stock of the Company ("Shares"), as described further below in the section titled "—Shares Available." Under the Equity Incentive Plan, awards may be granted in the form of options, restricted stock, restricted stock units, stock appreciation rights, dividend equivalent rights, share awards and performance-based awards (including performance share units and performance-based restricted stock). The following is a summary of the material terms of the Equity Incentive Plan. This summary is qualified in its entirety by reference to the full text of the Equity Incentive Plan which will be filed as an exhibit to this registration statement.

Administration. The Equity Incentive Plan will be administered by a committee appointed by the board (the "Compensation Committee"). The Compensation Committee shall consist of at least two directors of the board and may consist of the entire board. The Compensation Committee will generally consist of directors considered to be non-employee directors for purposes of Section 16 of the Exchange Act, and to the extent that an award is intended to qualify as "performance-based compensation" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), the Compensation Committee will consist of directors, each of whom shall be an "outside director" as defined within the meaning of Section 162(m) of the Code.

Plan Term. The Equity Incentive Plan will become effective as of the date it is approved by the Company's stockholders, and will terminate on the tenth (10th) anniversary thereof, unless earlier terminated by the board.

Eligibility. Under the Equity Incentive Plan, "Eligible Individuals" include officers, employees, consultants and non-employee directors providing services to the Company and its subsidiaries. The Compensation Committee will determine which Eligible Individuals will receive grants of awards.

Incentives Available. Under the Equity Incentive Plan, the Compensation Committee may grant any of the following types of awards to an Eligible Individual: incentive stock options ("ISOs"); nonqualified stock options ("Nonqualified Stock Options" and, together with ISOs, "Options"); stock appreciation rights ("SARs"); restricted stock grants ("Restricted Stock Grants"); restricted stock units ("RSUs"); Performance Awards; Dividend Equivalent Rights; and Share Awards, each as defined below (each type of grant is considered an "Award").

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Shares Available. Subject to any adjustment as provided in the Equity Incentive Plan, up to Shares may be issued pursuant to Awards granted under the Equity Incentive Plan, all of which may be granted as ISOs. The aggregate number of Shares that may be the subject of Options or SARs granted in any calendar year may not exceed Shares in the case of an Eligible Individual who is not a director, or Shares in the case of a director. The aggregate number of Shares that may be the subject of Performance-Based Restricted Stock and Performance Share Units granted in any calendar year may not exceed Shares in the case of an Eligible Individual who is not a director, or Shares in the case of a director. The maximum dollar amount of cash or the fair market value of Shares that any individual may receive in any calendar year in respect of Performance Units may not exceed $ .

If an Award or any portion thereof that is granted under Equity Incentive Plan (i) expires or otherwise terminates without all of the Shares covered by such Award having been issued or (ii) is settled in cash (i.e., the participant receives cash rather than Shares), such expiration, termination or settlement will not reduce (or otherwise offset) the number of Shares that may be available for issuance under Equity Incentive Plan. If any Shares issued pursuant to an Award are forfeited and returned back to or reacquired by the Company because of the failure to meet a contingency or condition required to vest such Shares in the participant, then the Shares that are forfeited or reacquired will again become available for issuance under Equity Incentive Plan. Any Shares tendered or withheld (i) to pay the exercise price of an Option or (ii) to satisfy tax withholding obligations associated with an Award granted under Equity Incentive Plan shall not become available again for issuance under Equity Incentive Plan.

Stock Options. The Compensation Committee may grant Options (which may be ISOs or Nonqualified Stock Options) to Eligible Individuals. An ISO is an Option intended to qualify for tax treatment applicable to ISOs under Section 422 of the Code. An ISO may be granted only to Eligible Individuals that are employees of the Company or any of its subsidiaries. A Nonqualified Stock Option is an Option that is not subject to statutory requirements and limitations required for certain tax advantages allowed under Section 422 of the Code.

Vesting and Exercise Periods for Options. Each Option granted under the Equity Incentive Plan may be subject to certain vesting requirements and will become exercisable in accordance with the specific terms and conditions of the Option, as determined by the Compensation Committee at the time of grant and set forth in an Award agreement. The term of an Option generally may not exceed ten years from the date it is granted (five years in the case of an ISO granted to a ten-percent stockholder). Each Option, to the extent it becomes exercisable, may be exercised at any time in whole or in part until its expiration or termination, unless otherwise provided in applicable Award agreement.

Exercise Price for Options. The purchase price per Share with respect to any Option granted under the Equity Incentive Plan may be not less than 100% of the fair market value of a share of common stock on the date the Option is granted (110% in the case of an ISO granted to a ten-percent stockholder). Limits on Incentive Stock Options. In order to comply with the requirements for ISOs in the Code, no person may receive a grant of an ISO for stock that would have an aggregate fair market value in excess of $100,000, determined when the ISO is granted, that would be exercisable for the first time during any calendar year. If any grant of an ISO is made in excess of such limit, the portion that is over the $100,000 limit would be a Nonqualified Stock Option.

Stock Appreciation Rights. The Compensation Committee may grant SARs to Eligible Individuals on terms and conditions determined by the Compensation Committee at the time of grant and set forth in an Award agreement. A SAR may be granted (a) at any time if unrelated to an Option or (b) if related to an Option, either at the time of grant or at any time thereafter during the term of the Option.

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Amount Payable. A SAR is a right granted to a participant to receive an amount equal to the excess of the fair market value of a Share on the last business day preceding the date of exercise of such SAR over the fair market value of a Share on the date the SAR was granted. A SAR may be settled or paid in cash, Shares or a combination of each, in accordance with its terms.

Duration. Each SAR will be exercisable or be forfeited or expire on such terms as the Compensation Committee determines. Except in limited circumstances, an SAR shall have a term of no greater than ten years.

Prohibition on Repricings. The Compensation Committee will have no authority to make any adjustment or amendment (other than in connection with certain changes in capitalization or certain corporate transactions in accordance with the terms of the Equity Incentive Plan, as generally described below) that reduces, or would have the effect of reducing, the exercise price of an Option or SAR previously granted under the Equity Incentive Plan, unless the Company's stockholders approve such adjustment or amendment.

Dividend Equivalent Rights. The Compensation Committee may grant dividend equivalent rights ("Dividend Equivalent Rights"), either in tandem with an Award or as a separate Award, to Eligible Individuals on terms and conditions determined by the Compensation Committee at the time of grant and set forth in an Award agreement. A Dividend Equivalent Right is a right to receive cash or Shares based on the value of dividends that are paid with respect to the Shares. Amounts payable in respect of Dividend Equivalent Rights may be payable currently or, if applicable, deferred until the lapsing of restrictions on such dividend equivalent rights or until the vesting, exercise, payment, settlement or other lapse of restrictions on the Award to which the Dividend Equivalent Rights relate, subject to compliance with Section 409A of the Code. Dividend Equivalent Rights may be settled in cash or shares of common stock or a combination thereof, in a single installment or multiple installments, as determined by the Compensation Committee.

Restricted Stock; Restricted Stock Units. The Compensation Committee may grant either Shares (Restricted Stock) or phantom Shares (RSUs), in each case subject to certain vesting requirements, on terms and conditions determined by the Compensation Committee at the time of grant and set forth in an Award agreement.

Restricted Stock. Unless the Compensation Committee determines otherwise, upon the issuance of shares of Restricted Stock, the participant shall have all of the rights of a shareholder with respect to such Shares, including the right to vote the Shares and to receive all dividends or other distributions made with respect to the Shares. The Compensation Committee may determine that the payment to the participant of dividends, or a specified portion thereof, declared or paid on such Shares shall be deferred until the lapsing of the restrictions imposed upon such Shares and held by the Company for the account of the participant until such time. Payment of deferred dividends in respect of shares of Restricted Stock shall be made upon the lapsing of restrictions imposed on the shares of Restricted Stock in respect of which the deferred dividends were paid, and any dividends deferred in respect of any shares of Restricted Stock shall be forfeited upon the forfeiture of such shares of Restricted Stock.

Period for Lapsing of Restrictions on Restricted Stock. During such period as may be set by the Compensation Committee in the Award agreement (the "Vesting Period"), the Participant shall not be permitted to sell, transfer, pledge, hypothecate or assign shares of Restricted Stock awarded under the Equity Incentive Plan except by will or the laws of descent and distribution. The Compensation Committee may also impose such other restrictions and conditions, including the attainment of pre-established Performance Objectives (as defined below) or other corporate or individual performance goals, on Restricted Stock as it determines in its sole discretion.

Restricted Stock Units. Each RSU shall represent the right of the participant to receive a payment upon vesting of the RSU, or on any later date specified by the Compensation Committee, of an

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amount equal to the fair market value of a Share as of the date the RSU becomes vested (together with such dividends as may have accrued with respect to such Share from the time of the grant of the Award until the time of vesting), or such later date as determined by the Compensation Committee at the time the RSU is granted (and which will be set forth in the applicable grant agreement). An RSU may be settled or paid in cash, Shares or a combination of each, as determined by the Compensation Committee.

Performance Awards. Performance awards (("Performance Awards") (including performance units ("Performance Units") and performance share units ("Performance Share Units")) and performance-based restricted stock ("Performance-Based Restricted Stock")) may be granted to Eligible Individuals on terms and conditions determined by the Compensation Committee and set forth in an Award agreement.

Performance Units. Performance Units shall be denominated in a specified dollar amount and, contingent upon the attainment of specified performance objectives within a performance cycle and such other vesting conditions as may be determined by the Compensation Committee (including without limitation, a continued employment requirement following the end of the applicable performance period), represent the right to receive payment of the specified dollar amount or a percentage of the specified dollar amount depending on the level of performance objective attained; provided, however, that the Compensation Committee may at the time a Performance Unit is granted specify a maximum amount payable in respect of a vested Performance Unit. The award agreement for each Performance Unit shall specify the number of Performance Units to which it relates, the Performance Objectives and other conditions which must be satisfied in order for the Performance Unit to vest and the performance cycle within which such Performance Objectives must be satisfied and the circumstances under which the award will be forfeited.

Performance Share Units. Performance Share Units shall be denominated in Shares and, contingent upon the attainment of specified Performance Objectives within a performance cycle and such other vesting conditions as may be determined by the Compensation Committee (including, without limitation, a continued employment requirement following the end of the applicable performance period), represent the right to receive an amount of the fair market value of a Share on the date the Performance Share Unit becomes vested or any other date specified by the Compensation Committee or a percentage of such amount depending on the level of Performance Objective attained; provided, however, that the Compensation Committee may at the time a Performance Share Unit is granted specify a maximum amount payable in respect of a vested Performance Share Unit. A Performance Share Unit may be settled in cash, shares, or a combination of each. The Award agreement for each Performance Share Unit shall specify the number of Performance Share Units to which it relates, the Performance Objectives and other conditions which must be satisfied in order for the Performance Share Unit to vest and the performance cycle within which such Performance Objectives must be satisfied and the circumstances under which the Award will be forfeited.

Performance-Based Restricted Stock. Performance-Based Restricted Stock shall consist of an Award of shares of Restricted Stock, issued in the participant's name and subject to appropriate restrictions and transfer limitations. Unless the Compensation Committee determines otherwise and as set forth in the applicable Award agreement, upon issuance of Shares of Performance-Based Restricted Stock, the participant shall have all of the rights of a stockholder with respect to such Shares, including the right to vote the Shares and to receive all dividends or other distributions paid or made with respect to Shares. The Award agreement for each Award of Performance-Based Restricted Stock will specify the number of shares of Performance-Based Restricted Stock to which it relates, the Performance Objectives and other conditions that must be satisfied in order for the Performance-Based Restricted Stock to vest, the performance cycle within which the Performance Objectives must be satisfied (which will not be less than one (1) year) and the circumstances under which the Award will be forfeited. At the time the Award of Performance-Based Restricted Stock is granted, the Compensation Committee

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may determine that the payment to the participant of dividends, or a specified portion thereof, declared or paid on Shares represented by such Award which have been issued by the Company to the participant shall be deferred until the lapsing of the restrictions imposed upon such Performance-Based Restricted Stock and held by the Company for the account of the participant until such time. Payment of deferred dividends in respect of Shares of Performance-Based Restricted Stock shall be made upon the lapsing of restrictions imposed on the Performance-Based Restricted Stock in respect of which the deferred dividends were paid, and any dividends deferred in respect of any Performance-Based Restricted Stock shall be forfeited upon the forfeiture of such Performance-Based Restricted Stock.

Performance Objectives. With respect to any Performance Awards intended to constitute "performance-based compensation" under Section 162(m) of the Code, performance objectives ("Performance Objectives") may be expressed in terms of (i) net earnings; (ii) earnings per share; (iii) net debt; (iv) revenue or sales growth; (v) net or operating income; (vi) net operating profit; (vii) return measures (including, but not limited to, return on assets, capital, equity or sales); (viii) cash flow (including, but not limited to, operating cash flow, distributable cash flow and free cash flow); (ix) earnings before or after taxes, interest, depreciation, amortization and/or rent; (x) share price (including, but not limited to growth measures and total stockholder return); (xi) expense control or loss management; (xii) customer satisfaction; (xiii) market share; (xiv) economic value added; (xv) working capital; (xvi) the formation of joint ventures or the completion of other corporate transactions; (xvii) gross or net profit margins; (xviii) revenue mix; (xix) operating efficiency; (xx) product diversification; (xxi) market penetration; (xxii) measurable achievement in quality, operation or compliance initiatives; (xxiii) quarterly dividends or distributions; (xxiv) employee retention or turnover; (xxv) sales or (xxvi) any combination of or a specified increase in any of the foregoing. Performance Objectives may be in respect of the performance of the Company, any of its Subsidiaries or Divisions (as defined in the Equity Incentive Plan) or any combination thereof. Performance Objectives may be absolute or relative (to prior performance of the Company or to the performance of one or more other entities or external indices) and may be expressed in terms of a progression within a specified range. The Compensation Committee may, at the time the Performance Objectives in respect of a Performance Award are established, provide for the manner in which performance will be measured against the Performance Objectives to reflect the impact of specified events, including any one or more of the following with respect to the applicable performance period: (i) the gain, loss, income or expense resulting from changes in accounting principles or tax laws that become effective during the performance period; (ii) the gain, loss, income or expense reported publicly by the Company with respect to the performance period that are extraordinary or unusual in nature or infrequent in occurrence; (iii) the gains or losses resulting from, and the direct expenses incurred in connection with, the disposition of a business or the sale of investments or non-core assets; (iv) the gain or loss from all or certain claims and/or litigation and all or certain insurance recoveries relating to claims or litigation; or (v) the impact of investments or acquisitions made during the year or, to the extent provided by the Compensation Committee, any prior year. The events may relate to the Company as a whole or to any part of the Company's business or operations, as determined by the Compensation Committee at the time the Performance Objectives are established. Any adjustments based on the effect of certain events are to be determined in accordance with generally accepted accounting principles and standards, unless another objective method of measurement is designated by the Compensation Committee.

Prior to the vesting, payment, settlement or lapsing of any restrictions with respect to any Performance Award intended to qualify as "performance-based compensation" under Section 162(m) of the Code, the Compensation Committee shall certify in writing that the applicable Performance Objectives have been satisfied. In respect of a Performance Award, the Compensation Committee may, in its sole discretion, (i) reduce the amount of cash paid or number of Shares to be issued or that have been issued and that become vested or on which restrictions lapse, and/or (ii) establish rules and procedures that have the effect of limiting the amount payable to any Participant to an amount that is

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less than the amount that otherwise would be payable under such Award. The Compensation Committee may exercise such discretion in a non-uniform manner among Participants.

Share Awards. The Compensation Committee may grant an Award of Shares ("Share Awards") to an Eligible Individual on such terms and conditions as the Compensation Committee may determine at the time of grant. A Share Award may be made as additional compensation for services rendered by the Eligible Individual or may be in lieu of cash or other compensation to which the Eligible Individual is entitled from the Company.

Adjustments upon Changes in Capitalization. In the event that the outstanding Shares are changed into or exchanged for a different number or kind of Shares or other stock or securities or other equity interests of the Company or another corporation or entity, whether through merger, consolidation, reorganizations, recapitalization, reclassification, stock dividend, stock split, reverse stock split, substitution or other similar corporate event or transaction, or an extraordinary dividend or distribution by the Company in respect of its Shares or other capital stock or securities convertible into capital stock in cash, securities or other property, the Compensation Committee shall determine the appropriate adjustments, if any, to (a) the maximum number and kind of shares of stock or other securities or other equity interests as to which Awards may be granted under the Equity Incentive Plan, (b) the maximum number and class of Shares or other stock or securities that may be issued upon exercise of ISOs, (c) the number and kind of Shares or other securities covered by any or all outstanding Awards that have been granted under the Equity Incentive Plan, (d) the option price of outstanding Options and the base price of outstanding SARs, and (e) the Performance Objectives applicable to outstanding Performance Awards.

Effect of Change in Control or Certain Other Transactions. Generally, the Award agreement evidencing each Award will provide any specific terms applicable to that Award in the event of a Change in Control of the Company (as defined below). Unless otherwise provided in an Award agreement, in connection with a merger, consolidation, reorganization, recapitalization or other similar change in the capital stock of the Company, or a liquidation or dissolution of the Company or a Change in Control (each a "Corporate Transaction"), Awards shall either: (a) continue following such Corporate Transaction, which may include, in the discretion of the Compensation Committee or the parties to the Corporate Transaction, the assumption, continuation or substitution of the Awards, in each case with appropriate adjustments to the number, kind of shares, and exercise prices of the Awards; or (b) terminate.

For purposes of the Equity Incentive Plan, "Change in Control" generally means the occurrence of any of the following events with respect to the Company: (a) any person (other than directly from the Company) first acquires securities of the Company representing fifty percent or more of the combined voting power of the Company's then outstanding voting securities, other than an acquisition by certain employee benefit plans, the Company or a related entity, or any person in connection with a non-control transaction; (b) a majority of the members of the board of directors is replaced by directors whose appointment or election is not endorsed by a majority of the members of the board of directors serving immediately prior to such appointment or election; (c) any merger, consolidation or reorganization, other than in a non-control transaction; (d) a complete liquidation or dissolution or (e) sale or disposition of all or substantially all of the assets. A "non-control transaction" generally includes any transaction in which (i) stockholders immediately before such transaction continue to own at least a majority of the combined voting power of such resulting entity following the transaction; (ii) a majority of the members of the board of directors immediately before such transaction continue to constitute at least a majority of the board of the surviving entity following such transaction or (iii) with certain exceptions, no person other than any person who had beneficial ownership of more than fifty percent of the combined voting power of the Company's then outstanding voting securities immediately prior to such transaction has beneficial ownership of more than fifty percent of the combined voting power of the surviving entity's outstanding voting securities immediately after such transaction.

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Options and SARs Terminated in Corporate Transaction. If Options or SARs are to terminate in the event of a corporate transaction, the holders of vested Options or SARs must be provided either (a) fifteen days to exercise their Options or SARs or (b) payment (in cash or other consideration) in respect of each Share covered by the Option of SAR being cancelled in an amount equal to the excess, if any, of the per Share consideration to be paid to stockholders in the Corporate Transaction over the price of the Option or the SAR. If the per Share consideration to be paid to stockholders in the Corporate Transaction is less than the exercise price of the Option or SAR, the Option or SAR may be terminated without payment of any kind. The holders of unvested Options or SARs may also receive payment, at the discretion of the Compensation Committee, in the same manner as described above for vested Options and SARs. The Compensation Committee may also accelerate the vesting on any unvested Option or SAR and provide holders of such Options or SARS a reasonable opportunity to exercise the Award.

Other Awards Terminated in Corporate Transaction. If Awards other than Options and SARs are to terminate in connection with a corporate transaction, the holders of vested Awards will be provided, and holders of unvested Awards may be provided, at the discretion of the Compensation Committee, payment (in cash or other consideration upon or immediately following the Corporate Transaction, or, to the extent permitted by Section 409A of the Code, on a deferred basis) in respect of each Share covered by the Award being cancelled in an amount equal to the per Share price to be paid to stockholders in the Corporate Transaction, where the value of any non-cash consideration will be determined by the Compensation Committee in good faith.

The Compensation Committee may, in its sole discretion, provide for different treatment for different Awards or Awards held by different parties, and where alternative treatment is available for a participant's Awards, may allow the participant to choose which treatment will apply to his or her Awards.

Transferability. The Equity Incentive Plan generally restricts the transfer of any Awards, except (a) transfers by will or the laws of descent and distribution or (b) to a beneficiary designated by the participant, to whom any benefit under the Equity Incentive Plan is to be paid or who may exercise any rights of the participant in the event of the participant's death before he or she receives any or all of such benefit or exercises an Award.

Amendment or Termination of the Equity Incentive Plan. The Equity Incentive Plan may be amended or terminated by the board of directors without shareholder approval unless shareholder approval of the amendment or termination is required under applicable law, regulation or New York Stock Exchange requirement. No amendment may materially and adversely alter or impair any Awards that had been granted under the Equity Incentive Plan prior to the amendment without the impacted participant's consent. The Equity Incentive Plan will terminate on the tenth anniversary of its effective date; however, when the Equity Incentive Plan terminates, any applicable terms will remain in effect for administration of any Awards outstanding at the time of the Equity Incentive Plan's termination.

Forfeiture Events; Clawback. The Compensation Committee may specify in an Award agreement that the participant's rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, clawback or recoupment upon the occurrence of certain specified events or as required by law, in addition to any otherwise applicable forfeiture provisions that apply to the Award. Without limiting the generality of the foregoing, any Award under the Equity Incentive Plan shall be subject to the terms of any clawback policy maintained by the Company, as it may be amended from time to time.

Material Terms of the EWT Holdings I Annual Incentive Plan

In connection with this offering, the Board is expected to adopt the EWT Holdings I Corp. Annual Incentive Plan, or the "Bonus Plan", which sets forth performance criteria and performance goals

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which may be used by the Compensation Committee for the grant of annual bonus awards to our executive officers and key employees. The following is a summary of the material terms of the Bonus Plan. This summary is qualified in its entirety by reference to the full text of the Bonus Plan which will be filed as an exhibit to this registration statement.

The Bonus Plan will be administered by the Compensation Committee. Subject to the limitations set forth in the Bonus Plan, the Compensation Committee shall have the authority to determine, for each plan year, the time or times at which awards may be granted, the recipients of awards, the performance criteria, the performance goals and all other terms of an award, to interpret the Bonus Plan, to make all determinations under the Bonus Plan and necessary or advisable for the administration of the Bonus Plan, and to prescribe, amend and rescind rules and regulations relating to the Bonus Plan. The Compensation Committee may delegate responsibility for performing certain ministerial functions under the Bonus Plan to any officer or employee of the Company.

The performance criteria for us or any identified subsidiary or business unit, as selected by the Compensation Committee in its sole discretion at the time of the award, will be one or any combination of the following: (i) net earnings; (ii) earnings per share; (iii) net debt; (iv) revenue or sales growth; (v) net or operating income; (vi) net operating profit; (vii) return measures (including, but not limited to, return on assets, capital, equity or sales); (viii) cash flow (including, but not limited to, operating cash flow, distributable cash flow and free cash flow); (ix) earnings before or after taxes, interest, depreciation, amortization and/or rent; (x) share price (including, but not limited to growth measures and total stockholder return); (xi) expense control or loss management; (xii) customer satisfaction; (xiii) market share; (xiv) economic value added; (xv) working capital; (xvi) the formation of joint ventures or the completion of other corporate transactions; (xvii) gross or net profit margins; (xviii) revenue mix; (xix) operating efficiency; (xx) product diversification; (xxi) market penetration; (xxii) measurable achievement in quality, operation or compliance initiatives; (xxiii) quarterly dividends or distributions; (xxiv) employee retention or turnover; (xxv) sales; or (xxvi) any combination of or a specified increase in any of the foregoing, or such other performance criteria determined to be appropriate by the Compensation Committee in its sole discretion.

The performance goals shall be the levels of achievement relating to the performance criteria as selected by the Compensation Committee for an award. The Compensation Committee shall be able to establish such performance goals relative to the applicable performance criteria in its sole discretion at the time of an award. The performance goals may be applied on an absolute basis or relative to an identified index or peer group, as specified by the Compensation Committee. The performance goals may be applied by the Compensation Committee after excluding charges for restructurings, discontinued operations, extraordinary items and other unusual or nonrecurring items and the cumulative effects of accounting changes, and without regard to realized capital gains.

Because the Bonus Plan will be adopted prior to our becoming a publicly held company, it is intended to satisfy the requirements for transition relief under Section 162(m) of the Code, such that the $1,000,000 annual deduction limit under Section 162(m) of the Code does not apply to any remuneration paid pursuant to this Bonus Plan until the first meeting of our stockholders at which our directors are to be elected that occurs after the close of the third calendar year following the calendar year in which the initial public offering of our common stock occurs.

The Bonus Plan shall be effective with respect to plan years beginning on or after October 1, 2018 and ending on and before September 30, 2023.

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PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth information regarding the beneficial ownership of our common stock as of , 2017, and as adjusted to reflect the sale of the shares of common stock offered in this offering for:

•: each person or entity who is known by us to beneficially own more than 5% of our common stock;
•: each of our directors and named executive officers;
•: all of our directors and executive officers as a group; and
•: each selling stockholder.

Each stockholder's percentage ownership before and after the completion of this offering is based on shares of common stock outstanding as of , 2017, and each stockholder's percentage ownership after the offering is based on shares of common stock outstanding immediately after the completion of this offering plus, in each case, the number of shares of common stock such stockholder has the right to acquire, including through the exercise of options, within 60 days of , 2017.

Information with respect to beneficial ownership has been furnished to us by each director, executive officer or stockholder listed in the table below, as the case may be. The amounts and percentages of our common stock beneficially owned are reported on the basis of rules of the SEC governing the determination of beneficial ownership of securities. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares "voting power," which includes the power to vote or direct the voting of such security, or "investment power," which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days after , 2017, including any shares of our common stock subject to an option that has vested or will vest within 60 days after , 2017. More than one person may be deemed to be a beneficial owner of the same securities.

Percentage of beneficial ownership prior to this offering is based on shares of common stock outstanding as of , 2017. Percentage of beneficial ownership after this offering is based on shares of common stock outstanding (assuming no exercise of the underwriters' option to purchase additional shares), or shares of common stock outstanding (assuming full exercise of the underwriters' option to purchase additional shares), in each case, after giving effect to the sale by us of the shares of common stock offered hereby. For a discussion of our stock split, see "Prospectus Summary—The Offering" and "Description of Capital Stock."

Unless otherwise indicated below, to our knowledge, all persons listed below have sole voting and investment power with respect to their shares of common stock, except to the extent authority is shared by spouses under applicable law. Unless otherwise indicated below, the address for each person or entity listed below is 210 Sixth Avenue, Pittsburgh, Pennsylvania 15222.

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				Shares to be Sold in this Offering

	Prior to this Offering			Shares to be Sold in this Offering		After this Offering
	Prior to this Offering				Assuming Underwriters' Option to Purchase Additional Shares is Exercised in Full	After this Offering
	Common Stock Beneficially Owned			Assuming Underwriters' Option to Purchase Additional Shares is not Exercised		Common Stock Beneficially Owned Assuming Underwriters' Option to Purchase Additional Shares is not Exercised			Common Stock Beneficially Owned Assuming Underwriters' Option to Purchase Additional Shares is Exercised in Full
Name of Beneficial Owner	Number	Percentage		Number	Number	Number	Percentage		Number	Percentage
5% Stockholders
AEA(1)			%					%			%
Directors and Named Executive Officers
Ronald C. Keating
Benedict J. Stas
Anthony Webster
Vincent Grieco
James Kohosek
Martin Lamb
Nick Bhambri
Gary Cappeline
Judd Gregg
Brian R. Hoesterey
Vinay Kumar
All executive officers and directors as a group (16 persons)
Other Selling Stockholders

*: Represents beneficial ownership of less than 1% of our outstanding common stock.
(1): Represents shares of our common stock held of record by AEA EWT Holdings LP ("AEA EWT Holdings"), whose general partner is AEA EWT Holdings GP LLC ("AEA EWT Holdings GP"). The members of AEA EWT Holdings GP are (i) AEA Investors Participant Fund V LP, (ii) AEA Investors QP Participant Fund V LP, (iii) AEA Investors Fund V LP, (iv) AEA Investors Fund V-A LP and (v) AEA Investors Fund V-B LP (the entities named in clauses (i) through (v), collectively, the "AEA Funds"). The AEA Funds are also limited partners of AEA EWT Holdings. The general partner of each of AEA Investors Participant Fund V LP and AEA Investors QP Participant Fund V LP is AEA Investors PF V LLC, whose sole member is AEA Investors LP. The general partner of each of AEA Investors Fund V LP, AEA Investors Fund V-A LP and AEA Investors Fund V-B LP is AEA Investors Partners V LP, whose general partner is AEA Management (Cayman) Ltd. Each of AEA EWT Holdings GP, the AEA Funds, AEA Investors PF V LLC, AEA Investors Partners V LP, AEA Investors LP and AEA Management (Cayman) Ltd. may be deemed to share beneficial ownership of the shares of our common stock held of record by AEA EWT Holdings, but each disclaims beneficial ownership of such shares. John L. Garcia, the Chairman and Chief Executive Officer of AEA Investors LP and the sole stockholder and director of AEA Management (Cayman) Ltd., may also be deemed to share beneficial ownership of the shares of our common stock held of record by AEA EWT Holdings, but Mr. Garcia disclaims beneficial ownership of such shares. The shares of our common stock held of record by AEA EWT Holdings reflected in the table above do not include shares of our common stock owned by certain of our stockholders prior to this offering that have granted AEA EWT Holdings an irrevocable voting proxy pursuant to which they have agreed to vote all of their shares to elect one individual to our board of directors that has been nominated by AEA so long as AEA holds an aggregate of at least 10% of our outstanding common stock. AEA EWT Holdings may be deemed to have or share voting control with respect to the shares of our common stock owned by these stockholders, but AEA EWT Holdings disclaims beneficial ownership of such shares. For a description of our relationship with AEA, please see "Certain Relationships and Related Party Transactions."
: The address for each of AEA EWT Holdings, AEA EWT Holdings GP, AEA Investors Participant Fund V LP, AEA Investors QP Participant Fund V LP, AEA Investors PF V LLC, AEA Investors LP and Mr. Garcia is c/o AEA Investors LP, 666 Fifth Avenue, 36th Floor, New York, NY 10103. The address for each of AEA Investors Fund V LP, AEA Investors Fund V-A LP, AEA Investors Fund V-B LP, AEA Investors Partners V LP and AEA Management (Cayman) Ltd. is P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The following is a description of transactions since October 1, 2013 to which we were a party in which the amount involved exceeded or will exceed $120,000, and in which any of our executive officers, directors or holders of more than 5% of any class of our voting securities, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest. We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or amounts that would be paid or received, as applicable, in arm's-length transactions with unrelated third parties.

Management Agreement

We have entered into a management agreement with our Sponsor relating to the provision of its advisory and consulting services. The agreement requires us to pay our Sponsor an annual management fee of approximately $4.0 million per year following the AEA Acquisition and continuing for as long as our Sponsor, either directly or indirectly, owns any of our or our subsidiaries' equity. The annual management fee is payable in quarterly installments of approximately $1.0 million, in advance, on the first day of each calendar quarter. The agreement also requires us to reimburse our Sponsor for its reasonable out-of-pocket costs and expenses incurred in connection with the AEA Acquisition, its provision of ongoing advisory and consulting services, monitoring its investment in us and developing, negotiating, performing or enforcing any agreements or documents relating to its investment in us. We incurred expenses, excluding advisory fees, of $0.4 million and $2.0 million for the years ending September 30, 2016 and 2015 and $1.4 million for the period January 16, 2014 through September 30, 2014, respectively. We believe that the agreement and the services mentioned above are or were on terms at least as favorable to us as we would expect to negotiate with unrelated third parties. Immediately following this offering, the agreement will be terminated. While the agreement does not require us to pay our Sponsor a termination fee, we will be required to reimburse our Sponsor for its reasonable out-of-pocket costs and expenses incurred in connection with this offering.

Pursuant to the agreement, we agreed to indemnify our Sponsor against any claims or liabilities relating to or arising out of actions taken by our Sponsor relating to the provision of its advisory and consulting services (under the terms of the agreement) or the operation of our business, except for claims or liabilities that are shown to have resulted from actions taken by our Sponsor in bad faith, or due to our Sponsor's gross negligence or willful misconduct. If for any reason (other than the bad faith, gross negligence or willful misconduct of our Sponsor as provided above) the foregoing indemnity is unavailable to or insufficient to hold our Sponsor harmless, then we will be required to contribute to any amount paid or payable by our Sponsor as a result of such claims or liabilities in such proportion as is appropriate to reflect (i) the relative benefits received by us, on the one hand, and our Sponsor, on the other hand, (ii) the relative fault of us and our Sponsor and (iii) any relevant equitable considerations, subject to the limitation that in any event our Sponsor's aggregate contribution to all claims and liabilities shall not exceed the amount of fees actually received by our Sponsor under the agreement (notwithstanding a finding of bad faith, gross negligence or willful misconduct of our Sponsor). Under the agreement, our Sponsor will not have any liability to us in connection with the services it renders pursuant to the agreement (notwithstanding a finding of bad faith, gross negligence or willful misconduct of our Sponsor). Those indemnification provisions will survive termination of the agreement.

As compensation for services provided by our Sponsor in connection with the AEA Acquisition, we paid our Sponsor a one-time transaction success fee of $10.8 million.

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Management Equity Participation

Following the completion of this offering, members of our current management team will hold approximately % of our common stock (or % if the underwriters exercise their option to purchase additional shares in full). See "Principal Stockholders."

Voting Trust Agreement

Certain current and former members of our management team, as well as certain other equity holders (comprising in aggregate approximately % of our common stock) have contributed their shares of our common stock to a voting trust (the "Voting Trust") pursuant to an amended and restated voting trust agreement, dated as of December 22, 2014 (the "Voting Trust Agreement"), in exchange for units in the Voting Trust. Units in the voting trust track the value of the shares of our common stock. Pursuant to the Voting Trust Agreement, the trustee agreed to vote the shares of common stock held in trust by it in accordance with how the majority of the other shares of common stock are voted on the same manner. We currently anticipate that the Voting Trust will be dissolved immediately prior to the consummation of our initial public offering and shares held by the trustee will be returned to the holders that contributed them. Such shares will be subject to the provisions of the Stockholders' Agreement and the Registration Rights Agreement described below.

Transactions with Employees

From time to time, we have previously facilitated the transfer of funds between employees and us in connection with employee stock purchases. As a result, we were due $250,000 from one of our executive officers as of September 30, 2016. This amount was repaid in full on January 31, 2017.

Board of Directors

Our board of directors currently consists of seven members, which includes five members who were appointed by AEA.

Stockholders' Agreement

We, AEA, certain members of management and certain of our stockholders entered into the Stockholders Agreement in connection with the AEA Acquisition. The Stockholders Agreement contains, among other things, certain restrictions on the ability of the parties thereto to freely transfer shares of our stock. In addition, pursuant to the Stockholders Agreement, the parties thereto agree to vote their shares of our common stock on certain matters presented to the stockholders in the same manner that the board of directors and a majority of our stockholders vote on such matters. In particular, following the consummation of this offering, and for so long as AEA holds an aggregate of at least 10% of our outstanding common stock, AEA will be entitled to nominate at least one individual for election to our board of directors, and our board of directors and nominating committee thereof will nominate and recommend to our stockholders that such individual be elected to our board of directors, and certain of our stockholders prior to this offering have agreed to vote all of their shares to elect such individual to our board of directors pursuant to voting proxies.

Debt

AEA, through two of its affiliated funds, is one of the lenders in the Incremental First Lien Facility, and held loans thereunder of approximately $14.9 million at September 30, 2016 and $16.3 million at June 30, 2017.

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Registration Rights Agreement

The parties to the Stockholders' Agreement described above also entered into a registration rights agreement in connection with the AEA Acquisition, which will be amended and restated prior to the completion of this offering (as amended and restated, the "Registration Rights Agreement"). Pursuant to the Registration Rights Agreement, upon the closing of this offering and subject to the terms of the lock-up agreement they have entered into with the representatives of the underwriters, holders of a total of shares of our common stock as of , 2017, will have the right to require us to register these shares under the Securities Act under specified circumstances and will have incidental registration rights as described below. After registration pursuant to these rights, these shares will become freely tradable without restriction under the Securities Act.

Demand Registration Rights

Subject to certain restrictions, at any time after 180 days following the effective date of the registration statement of which this prospectus forms a part, or 120 days following the effective date of any subsequent registration statement that we file (other than registration statements on Forms S-4 or S-8), AEA may request that we register all or a portion of their common stock for sale under the Securities Act. We will effect the registration as requested in writing by AEA, unless in the good faith judgment of our board of directors, such registration would materially and adversely interfere with certain existing or potential material transactions or events involving the company and should be delayed. We are not obligated to file a registration statement pursuant to these demand provisions on more than five occasions on Form S-1; however, AEA is entitled to make an unlimited number of demands for registration on Form S-3 if and when we become eligible to use such form.

Piggyback Registration Rights

In addition, if at any time we register any shares of our common stock (other than pursuant to registrations on Form S-4 or Form S-8), the holders of all shares having registration rights are entitled, subject to certain exceptions, to receive notice at least five business days prior to the filing of the registration statement, or, in the case of holders who are individuals, no more than five business days after such filing, and to include all or a portion of their common stock in the registration.

In the event that any registration in which the holders of registrable shares participate pursuant to the registration rights agreement is an underwritten public offering, the number of registrable shares to be included may, in specified circumstances, be limited.

Other Provisions

We will pay all registration and offering expenses, including, among other things, reasonable fees and disbursements of a single special counsel for AEA and of a single special counsel for all other selling stockholders, related to any demand or piggyback registration. The Registration Rights Agreement contains customary cross-indemnification provisions, pursuant to which we are obligated to indemnify any selling stockholders in the event of material misstatements or omissions in the registration statement attributable to us, and they are obligated to indemnify us for material misstatements or omissions in the registration statement attributable to them. A particular stockholder's shares shall no longer be considered registrable shares, to which demand and piggyback registration rights apply, (i) when such shares have been disposed of under an effective registration statement or (ii) when such stockholder can sell, or with respect to AEA, has sold, such shares under Rule 144 of the Securities Act. In addition, the parties to the Registration Rights Agreement have agreed to not sell any shares pursuant to Rule 144 of the Securities Act or in another private placement for a period of two years following the closing of this offering, unless consented to by our board of directors or sold to

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certain permitted transferees. The Registration Rights Agreement does not provide for any cash penalties or other penalties associated with any delays in registering any shares.

Other Transactions with AEA

In April 2016, we received a $6.9 million capital contribution from AEA that we used to fund the Neptune-Benson Acquisition. This contribution, in addition to the net proceeds from the NB Incremental Loans, was used to finance the Neptune-Benson Acquisition, the refinancing of certain then-existing indebtedness of Neptune-Benson and the payment of fees and expenses in connection with such transactions.

Corporate Charges from Siemens and Affiliates

The Predecessor received services and support from various functions performed by Siemens and the Predecessor's operations were dependent upon Siemens' ability to provide these services and support functions. The total amount charged to the Predecessor for corporate services for the period ended January 15, 2014 was $3.0 million.

From time to time, the Predecessor also had sales to, and purchases from, other entities of Siemens. Total sales for the period ending January 15, 2014 to other entities of Siemens were $4.5 million. The amount of purchases from other Siemens entities were not material for the period ended January 15, 2014.

Policies and Procedures for Related Party Transactions

Prior to the completion of this offering, we expect that our board of directors will adopt a policy providing that the audit committee will review and approve or ratify transactions in excess of $120,000 of value in which we participate and in which a director, executive officer or beneficial holder of more than 5% of any class of our voting securities has or will have a direct or indirect material interest. Under this policy, the board of directors is to obtain all information it believes to be relevant to a review and approval or ratification of these transactions. After consideration of the relevant information, the audit committee is to approve only those related party transactions that the audit committee believes are on their terms, taken as a whole, no less favorable to us than could be obtained in an arms'-length transaction with an unrelated third party and that the audit committee determines are not inconsistent with the best interests of the Company. In particular, our policy with respect to related party transactions will require our audit committee to consider the benefits to the Company, the impact on a director's independence in the event the related person is a director, an immediate family member of a director or an entity in which a director has a position or relationship, the availability of other sources for comparable products or services, the terms of the transaction and the terms available to unrelated third-parties or to employees generally. A "related party" is any person who is or was one of our executive officers, directors or director nominees or is a holder of more than 5% of our common stock, or their immediate family members or any entity owned or controlled by any of the foregoing persons. All of the transactions described above were entered into prior to the adoption of this policy.

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DESCRIPTION OF CAPITAL STOCK

General

Upon the completion of this offering, our authorized capital stock will consist of shares of common stock, par value $0.01 per share, and shares of preferred stock, par value $ per share, the rights and preferences of which the board of directors may establish from time to time. Upon the completion of this offering, there will be outstanding shares of common stock (excluding shares of our common stock issuable upon exercise of outstanding stock options) and no outstanding shares of preferred stock. As of June 30, 2017, we had stockholders of record.

In connection with this offering, we will amend and restate our certificate of incorporation and bylaws. The following descriptions of our capital stock, amended and restated certificate of incorporation and amended and restated bylaws are intended as summaries only and are qualified in their entirety by reference to our amended and restated certificate of incorporation and amended and restated bylaws, which will become effective upon the completion of this offering and which are filed as exhibits to the registration statement, of which this prospectus forms a part, and to the applicable provisions of the DGCL.

Common Stock

Following the consummation of this offering, we expect that certain affiliates of AEA, together with certain of our other stockholders, will continue to control a majority of the voting power of our outstanding common stock. Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting rights. An election of directors by our stockholders shall be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote on the election. There will be no cumulative voting in the election of directors, which means that holders of a majority of the outstanding shares of common stock will be able to elect all of the directors, and holders of less than a majority of such shares will be unable to elect any director. Holders of common stock are entitled to be paid ratably any dividends as may be declared by our board of directors (in its sole discretion), subject to any preferential dividend rights of outstanding preferred stock (if any).

In the event of our liquidation or dissolution, the holders of our common stock are entitled to receive ratably, in proportion to the number of shares held by them, the assets available for distribution to stockholders after the payment of all debts and other liabilities and subject to the prior rights (if any) of any outstanding preferred stock. Holders of our common stock have no preemptive or other rights to subscribe for additional shares. The shares of our outstanding common stock are not subject to further calls or assessments by us. There are no conversion or redemption rights or sinking fund provisions applicable to the shares of our common stock. The rights, preferences and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.

Preferred Stock

Our preferred stock, if issued, would have priority over our common stock with respect to dividends and other distributions, including the distribution of our assets upon liquidation. To the extent permitted by law or by any stock exchange on which our common stock may be listed, our board of directors will have the authority, without further stockholder authorization, to issue from time to time shares of authorized preferred stock in one or more series and to fix the terms, powers (including voting powers), rights, preferences and variations and the restrictions and limitations thereof of each series. Although we have no present plans to issue any shares of preferred stock, the issuance of shares of preferred stock, or the issuance of rights to purchase such shares, could adversely affect the rights

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and powers, including voting rights, of the common stock, and could have the effect of delaying, deterring or preventing a change in control of us or an unsolicited acquisition proposal.

Limitations on Directors' Liability

Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions indemnifying our directors and officers to the fullest extent permitted by law. Prior to the completion of this offering, we intend to enter into indemnification agreements with each of our directors which may, in certain cases, be broader than the specific indemnification provisions contained under Delaware law.

In addition, to the fullest extent permitted by Delaware law, our certificate of incorporation provides that no director will be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director. The effect of this provision is to restrict our rights and the rights of our stockholders in derivative suits to recover monetary damages against a director for breach of fiduciary duty as a director, except that a director will be personally liable for:

•: any breach of his or her duty of loyalty to us or our stockholders;
•: acts or omissions not in good faith which involve intentional misconduct or a knowing violation of law;
•: the payment of dividends or the redemption or purchase of stock in violation of Delaware law; or
•: any transaction from which the director derived an improper personal benefit.

This provision does not affect a director's liability under the federal securities laws.

To the extent that our directors, officers and controlling persons are indemnified under the provisions contained in our amended and restated certificate of incorporation, Delaware law or contractual arrangements against liabilities arising under the Securities Act, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Provisions of Our Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws and Delaware Law that May Have an Anti-Takeover Effect

Delaware law contains, and, upon the completion of this offering, our amended and restated certificate of incorporation and our amended and restated bylaws will contain, provisions that could have the effect of delaying, deferring or discouraging another party from acquiring control of us. These provisions, which are summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors.

Staggered Board; Removal of Directors

Our amended and restated certificate of incorporation and our amended and restated bylaws will divide our board of directors into three classes with staggered three-year terms. In addition, a director will be subject to removal by our stockholders only for cause and only by the affirmative vote of the holders of at least two-thirds in voting power of all of our then outstanding common stock if AEA, together with certain of our other stockholders, ceases to own 50% or more of the voting power of our common stock. Any vacancy on our board of directors, including a vacancy resulting from an increase in the number of directors, will be filled by vote of a majority of our directors then in office (subject to the rights of holders of any series of preferred stock or rights granted pursuant to the stockholders' agreement). Furthermore, our amended and restated certificate of incorporation will provide that the

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total number of directors may be changed only by the resolution of our board of directors (subject to the rights of holders of any series of preferred stock to elect additional directors). The classification of our board of directors and the limitations on the removal of directors, changes to the total number of directors and filling of vacancies could make it more difficult for a third party to acquire, or discourage a third party from seeking to acquire, control of our Company.

Stockholder Action by Written Consent; Special Meetings

Our amended and restated certificate of incorporation will provide that any action required or permitted to be taken by our stockholders must be effected at a duly called annual or special meeting of such holders and may not be effected by written consent if AEA, together with certain of our other stockholders, ceases to own 50% or more of the voting power of our common stock. Our amended and restated certificate of incorporation and our amended and restated bylaws will also provide that, except as otherwise required by law, special meetings of our stockholders can only be called by our chairman of the board or our board of directors if AEA, together with certain of our other stockholders, ceases to own 50% or more of the voting power of our common stock.

Advance Notice Requirements for Stockholder Proposals

Our amended and restated bylaws will establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of stockholders, including proposed nominations of persons for election to our board of directors. Stockholders at an annual meeting will only be able to consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of our board of directors or by a stockholder of record on the record date for the meeting who is entitled to vote at the meeting and who has delivered timely written notice in proper form to our secretary of the stockholder's intention to bring such business before the meeting. These provisions could have the effect of delaying stockholder actions that are favored by the holders of a majority of our outstanding voting securities until the next stockholder meeting.

Section 203 of the Delaware General Corporation Law

While we expect to opt out of Section 203 of the DGCL, our amended and restated certificate of incorporation will contain similar provisions providing that we may not engage in certain "business combinations" with any "interested stockholder" for a three-year period following the time that the stockholder became an interested stockholder, unless:

•: prior to such time, our board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
•: upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (a) by persons who are directors and also officers and (b) pursuant to employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
•: at or subsequent to that time, the business combination is approved by our board of directors and authorized at an annual of special meeting of our stockholders, and not by written consent, by the affirmative vote of holders of at least two-thirds of our outstanding voting stock that is not owned by the interested stockholder.

Generally, a "business combination" includes a merger, asset or stock sale or other transaction provided for or through our Company resulting in a financial benefit to the interested stockholder.

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Subject to certain exceptions, an "interested stockholder" is a person who owns 15% or more of our outstanding voting stock and the affiliates and associates of such person. For purposes of this provision, "voting stock" means any class or series of stock entitled to vote generally in the election of directors.

Under certain circumstances, this provision will make it more difficult for a person who qualifies as an "interested stockholder" to effect certain business combinations with our Company for a three-year period. This provision may encourage companies interested in acquiring us to negotiate in advance with our board of directors in order to avoid the stockholder approval requirement if our board of directors approves either the business combination or the transaction that results in the stockholder becoming an interested stockholder. These provisions also may have the effect of preventing changes in our board of directors and may make it more difficult to accomplish transactions that our stockholders may otherwise deem to be in their best interests.

Our amended and restated certificate of incorporation will provide that certain affiliates of AEA, their respective affiliates and any of their direct or indirect designated transferees (other than in certain market transfers and gifts) and any group of which such persons are a party do not constitute "interested stockholders" for purposes of this provision.

Amendments to Our Bylaws

The DGCL provides generally that the affirmative vote of a majority of the shares present at any meeting and entitled to vote on a matter is required to amend a corporation's bylaws, unless a corporation's bylaws requires a greater percentage. Effective upon the completion of this offering, our amended and restated bylaws may be amended or repealed by the affirmative vote of the holders of at least two-thirds of the voting power of all outstanding stock entitled to vote thereon, voting together as a single class, if AEA, together with certain of our other stockholders, ceases to own 50% or more of the voting power of our common stock.

Exclusive Forum

Our amended and restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed to us or our stockholders by any of our directors, officers or employees, (iii) any action asserting a claim against us arising under the DGCL, our amended and restated certificate of incorporation or our amended and restated bylaws or (iv) any action asserting a claim against us that is governed by the internal affairs doctrine. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of claims to which it applies, the provision may have the effect of discouraging lawsuits against our directors and officers and may limit our stockholders' ability to obtain a favorable judicial forum for disputes with us.

Corporate Opportunity

Delaware law permits corporations to adopt provisions renouncing any expectancy in or right to be offered an opportunity to participate in certain transactions or matters that may be investment, corporate or business opportunities and that are presented to a corporation or its officers, directors or stockholders. Our amended and restated certificate of incorporation, will provide that, to the fullest extent permitted by Delaware law, neither (1) AEA, any of its directors, principals, officers, employees or other representatives that may serve as our directors, officers or agents, and each of their affiliates (each, an "Excluded AEA Party") nor (2) any of our directors (other than any Excluded AEA Party) who are not Evoqua officers or employees, and each of their affiliates (each, an "Excluded Director"), shall have any duty refrain from (a) directly or indirectly engaging in any opportunity in which we, directly or indirectly, could have an interest or expectancy or (b) otherwise competing with us. Our

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amended and restated certificate of incorporation will also renounce, to the fullest extent permitted by Delaware law, any interest or expectancy that we have in any opportunity in which any Excluded AEA Party engages, even if the opportunity is one in which we, directly or indirectly, could have had an interest or expectancy. To the fullest extent permitted by Delaware law, in the event that any Excluded AEA Party acquires knowledge of an opportunity that may be an opportunity for itself, himself or herself and for us, such party shall have no duty to communicate or present such opportunity to us and shall not be liable to us or any of our stockholders for breach of any fiduciary duty as our stockholder, director or officer solely for having pursued or acquired such opportunity or for offering or directing such opportunity to another person. Notwithstanding the foregoing, our amended and restated certificate of incorporation will not renounce any interest in any opportunity that is expressly offered to any Excluded Director solely in his or her capacity as one of our directors. To the fullest extent permitted by Delaware law, no business opportunity will be deemed to be a potential corporate opportunity for us unless we would be permitted to undertake the opportunity under our amended and restated certificate of incorporation, we have sufficient financial resources to undertake the opportunity and the opportunity would be in line with our business.

Stock Exchange Listing

We intend to apply to list our common stock on the NYSE under the symbol "AQUA."

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

On January 15, 2014, we entered into (i) senior secured first lien credit facilities consisting of a senior secured first lien term loan facility (the "Term Loan Facility") and a senior secured revolving credit facility (the "Revolving Credit Facility" and, together with the Term Loan Facility, the "First Lien Facilities") and (ii) a senior secured second lien term loan facility (the "Second Lien Facility").

Senior Secured Credit Facilities

General

Our subsidiary EWT Holdings III Corp. (formerly known as WTG Holdings III Corp.) ("EWT III"), as the borrower, entered into (i) the First Lien Facilities, pursuant to a First Lien Credit Agreement, with EWT Holdings II Corp. (formerly known as WTG Holdings II Corp.) ("EWT II"), as a parent guarantor, the lenders party thereto, and Credit Suisse AG, as administrative agent and collateral agent (in such capacities, the "Agent"), dated January 15, 2014, and (ii) the Second Lien Facility, pursuant to a Second Lien Credit Agreement, with EWT II, the lenders party thereto, and Credit Suisse AG, as administrative agent and collateral agent, dated January 15, 2014. As discussed below, the Second Lien Facility was no longer outstanding as of October 28, 2016.

The Senior Secured Credit Facilities originally consisted of (i) a term loan facility in an initial aggregate principal amount of $505.0 million (the "Initial First Lien Term Loans") under the First Lien Credit Agreement, (ii) a revolving credit facility in an aggregate principal amount of $75.0 million under the First Lien Credit Agreement and (iii) a term loan facility in an aggregate principal amount of $75.0 million under the Second Lien Facility. The net proceeds of such facilities were used in connection with the AEA Acquisition, to refinance existing indebtedness, to cash collateralize and/or to provide cash collateral in exchange for the cancellation of certain existing and future letters of credit and similar instruments, and related transactions.

On April 15, 2016, we borrowed $185.0 million of incremental term loans (the "NB Incremental Loans") under the Term Loan Facility pursuant to an incremental amendment to the First Lien Credit Agreement. The net proceeds of the NB Incremental Loans were used to finance the Neptune-Benson Acquisition, the refinancing of certain then-existing indebtedness of Neptune-Benson and the payment of fees and expenses in connection with such transactions.

On October 28, 2016, we entered into the October 2016 Refinancing, in which we increased the amount of our existing Term Loan Facility by borrowing $150.0 million of incremental term loans under the Term Loan Facility pursuant to an incremental amendment to the First Lien Credit Agreement. The net proceeds of the October 2016 Incremental Term Loans were used, among other things, to repay all amounts then-outstanding under the Second Lien Credit Agreement (the "Second Lien Repayment") and all revolving credit loans then outstanding under the Revolving Credit Facility (without permanent reduction of commitments thereunder), to pay fees and expenses in connection with the transactions thereunder, and for working capital, capital expenditures and other general corporate purposes. We refer to the First Lien Facilities and, until the Second Lien Repayment, the Second Lien Facility, collectively as the "Senior Secured Credit Facilities." We also upsized commitments under our existing Revolving Credit Facility by $20.0 million to a total of $95.0 million.

On March 6, 2017, we further amended the First Lien Facilities to provide for certain additional basket flexibilities under the covenants.

On August 8, 2017, we entered into the August 2017 Refinancing pursuant to which we (i) borrowed approximately $182.7 million in refinancing term loans, the net proceeds of which were used to refinance in their entirety the NB Incremental Term Loans and (ii) increased the amount of our existing Term Loan Facility by borrowing $80.0 million of incremental term loans under the Term Loan Facility, the net proceeds of which were used to repay $60 million of the revolving credit loans

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then outstanding under the Revolving Credit Facility (without permanent reduction of commitments thereunder), to pay related fees and expenses, and for other general corporate purposes (including permitted acquisitions and permitted investments pursuant to the First Lien Credit Agreement). Pursuant to the August 2017 Refinancing, a single tranche of term loans is outstanding under the First Lien Credit Agreement, with the same terms, including pricing terms, as the First Lien Term Facility immediately prior to the August 2017 Refinancing. The terms governing the NB Incremental Loans were superseded in their entirety by the terms set forth in the August 2017 Refinancing.

The term loans under the Term Loan Facility amortize in quarterly installments of approximately $2.9 million through December 31, 2020, with the remainder due at term loan maturity on January 15, 2021. The Senior Secured Credit Facilities also permit us to add one or more incremental term loans (excluding revolving commitment increases in an aggregate amount not exceeding $30.0 million) up to $100.0 million plus an unlimited amount, subject to our pro forma compliance with a first lien net leverage ratio (calculated as the ratio of consolidated funded first lien debt for borrowed money (net of unrestricted cash and cash equivalents) to trailing four-quarter Consolidated EBITDA) of 4.50 to 1.00.

As of June 30, 2017, we had $878.7 million outstanding under the Senior Secured Credit Facilities.

Interest

The Term Loans and the Revolving Credit Facility bear interest at a rate per annum equal to, at our option, either (a) adjusted LIBOR (subject to 1% floor in the case of the Term Loans and the NB Incremental Loans) plus the applicable rate or (b) base rate (determined by reference to the greatest of the prime rate published by Credit Suisse AG, the federal funds effective rate plus 0.5% and one-month LIBOR plus 1%) plus the applicable rate. The applicable rates under the Term Loans (excluding the NB Incremental Loans) are 3.75% for LIBOR loans and 2.75% for base rate loans.

The applicable rates under the Revolving Credit Facility are subject to step-ups and step-downs based on first lien net leverage ratio levels in accordance with the following schedule:

Pricing Level

1	> 2.50:1.00	3.25	%	2.25	%
2	£ 2.50:1.00	3.00	%	2.00	%

Optional and Mandatory Prepayments

At our option, the Term Loans may be prepaid at any time, in whole or in part, with notice to the Agent, without any premium or penalty but subject to customary LIBOR breakage costs; provided that the Term Loan Facility is subject to a 1% prepayment penalty for refinancings in connection with certain repricing transactions through February 8, 2018.

In addition, subject to the satisfaction of certain conditions, we are permitted to offer our lenders to repurchase term loans held by them under the Senior Secured Credit Facilities at a discount.

Under certain circumstances and subject to certain exceptions, the Senior Secured Credit Facilities will be subject to mandatory prepayments in the amount equal to: (x) 100% of the net proceeds of certain assets sales and issuances or incurrence of non-permitted indebtedness and (y) 50% of annual excess cash flow for any fiscal year, such percentage to decrease to 25% and to 0% depending on the attainment of certain total leverage ratio targets.

Guarantee and Collateral

Our obligations in respect of the Senior Secured Credit Facilities are guaranteed by EWT II and each of our material existing and newly acquired or created wholly-owned domestic restricted

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subsidiaries and are secured by substantially all assets of EWT III and the guarantors, in each case subject to customary exceptions.

Covenants and Other Matters

The Senior Secured Credit Facilities require that we comply with a number of covenants, as well as certain financial tests. The covenants limit, in certain circumstances, our ability to take a variety of actions, including:

•: incur indebtedness;
•: create or maintain liens on property or assets;
•: make investments, loans and advances;
•: engage in acquisitions, mergers, consolidations and asset sales;
•: redeem debt;
•: pay dividends and distributions; and
•: enter into transactions with affiliates.

The Senior Secured Credit Facilities also have various non-financial covenants, both requiring the borrower and guarantors to refrain from taking certain future actions (as described above) and requiring each of the borrower and guarantors to take certain actions, such as keeping in good standing its corporate existence, maintaining insurance, and providing the bank lending group with financial information on a timely basis. The Senior Secured Credit Facilities also contain certain customary representations and warranties and events of default, including among other things payment defaults, breach of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, certain events of bankruptcy, certain events under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), material judgments, actual or asserted failure of any material guaranty or security document supporting the Senior Secured Credit Facilities to be in force and effect, and a change of control. If such an event of default occurs, the administrative agent under the Senior Secured Credit Facilities would be entitled to take various actions, including the acceleration of amounts due under the Senior Secured Credit Facilities and all actions permitted to be taken by a secured creditor.

This summary describes the material provisions of the Senior Secured Credit Facilities, but may not contain all information that is important to you. We urge you to read the provisions of the First Lien Credit Agreement and the amendments thereto, each of which has been filed as an exhibit to the registration statement of which this prospectus forms a part. See "Where You Can Find More Information."

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SHARES ELIGIBLE FOR FUTURE SALE

The sale of a substantial amount of our common stock in the public market after this offering could adversely affect the prevailing market price of our common stock. Furthermore, because % of our common stock outstanding prior to the consummation of this offering will be subject to the contractual and legal restrictions on resale described below, the sale of a substantial amount of common stock in the public market after these restrictions lapse could materially adversely affect the prevailing market price of our common stock and our ability to raise equity capital in the future.

Upon completion of this offering, we expect to have outstanding an aggregate of shares of our common stock, assuming no exercise of outstanding options and assuming that the underwriters have not exercised their option to purchase additional shares from the selling stockholders. All of the shares of common stock sold in this offering will be freely transferable without restriction or further registration under the Securities Act (other than restrictions pursuant to lock-up agreements entered into by any directors or officers purchasing shares in the directed share program) by persons other than "affiliates," as that term is defined in Rule 144 under the Securities Act. Generally, the balance of our outstanding common stock are "restricted securities" within the meaning of Rule 144 under the Securities Act, subject to the limitations and restrictions that are described below. Common stock purchased by our affiliates will be "restricted securities" under Rule 144. Restricted securities may be sold in the public market only if registered or if they qualify for an exemption from registration under Rule 144 or Rule 701 under the Securities Act. These rules are summarized below.

Upon the expiration of the lock-up agreements described below 180 days after the date of this prospectus, and subject to the provisions of Rule 144, an additional shares will be available for sale in the public market. The sale of these restricted securities is subject, in the case of shares held by affiliates, to the volume restrictions contained in those rules.

Lock-up Agreements

In connection with this offering, we, our directors and executive officers and stockholders currently representing % of the outstanding shares of our common stock will agree with the underwriters to enter into lock-up agreements described in "Underwriting," pursuant to which shares of our common stock outstanding after this offering will be restricted from immediate resale in accordance with the terms of such lock-up agreements without the prior written consent of . Under these agreements, subject to limited exceptions, neither we nor any of our directors or executive officers or these stockholders may dispose of, hedge or otherwise transfer the economic consequences of ownership of any shares of common stock or securities convertible into or exchangeable or exercisable for shares of common stock. These restrictions will be in effect for a period of 180 days after the date of this prospectus. Certain transfers or dispositions can be made sooner, provided the transferee becomes bound to the terms of the lock-up.

Rule 144

In general, under Rule 144 as in effect on the date of this prospectus, beginning 90 days after the consummation of this offering, a person (or persons whose common stock is required to be aggregated), who is an affiliate, and who has beneficially owned our common stock for at least six months is entitled to sell in any three-month period a number of shares that does not exceed the greater of:

•: 1% of the number of shares then outstanding, which will equal approximately shares immediately after consummation of this offering; or
•: the average weekly trading volume in our shares on during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such a sale.

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Sales by our affiliates under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about us. An "affiliate" is a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with an issuer.

Under Rule 144, a person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the 90 days preceding a sale, and who has beneficially owned the shares proposed to be sold for at least six months (including the holding period of any prior owner other than an affiliate), would be entitled to sell those shares subject only to availability of current public information about us, and after beneficially owning such shares for at least twelve months, would be entitled to sell an unlimited number of shares without restriction. To the extent that our affiliates sell their common stock, other than pursuant to Rule 144 or a registration statement, the purchaser's holding period for the purpose of effecting a sale under Rule 144 commences on the date of transfer from the affiliate.

Rule 701

In general, under Rule 701 as in effect on the date of this prospectus, any of our employees, directors, officers, consultants or advisors who purchased shares from us in reliance on Rule 701 in connection with a compensatory stock or option plan or other written agreement before the effective date of this offering, or who purchased shares from us after that date upon the exercise of options granted before that date, are eligible to resell such shares 90 days after the effective date of this offering in reliance upon Rule 144. If such person is not an affiliate, such sale may be made subject only to the manner of sale provisions of Rule 144. If such a person is an affiliate, such sale may be made under Rule 144 without compliance with the holding period requirement, but subject to the other Rule 144 restrictions described above.

Stock Plans

We intend to file a registration statement or statements on Form S-8 under the Securities Act covering shares of common stock reserved for issuance pursuant to all option grants made prior to this offering under the Stock Option Plan. Subject to lock-up arrangements, these registration statements may be filed any time after the closing date of this offering. Shares issued upon the exercise of stock options after the effective date of the applicable Form S-8 registration statement will be eligible for resale in the public market without restriction, subject to Rule 144 limitations applicable to affiliates and the lock-up agreements described above.

Registration Rights

Following this offering, some of our stockholders will, under some circumstances, have the right to require us to register their shares for future sale. See "Certain Relationships and Related Party Transactions—Registration Rights Agreement."

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MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR
NON-U.S. HOLDERS OF OUR COMMON STOCK

The following is a summary of the material U.S. federal income and estate tax consequences of the ownership and disposition of our common stock that is being issued pursuant to this offering. This summary is limited to Non-U.S. Holders (as defined below) that hold our common stock as a capital asset (generally, property held for investment) for U.S. federal income tax purposes. This summary does not discuss all of the aspects of U.S. federal income and estate taxation that may be relevant to a Non-U.S. Holder in light of the Non-U.S. Holder's particular investment or other circumstances. Accordingly, all prospective Non-U.S. Holders should consult their own tax advisors with respect to the U.S. federal, state, local and non-U.S. tax consequences of the ownership and disposition of our common stock.

This summary is based on provisions of the U.S. Internal Revenue Code of 1986, as amended (which we refer to as the "Code"), applicable U.S. Treasury regulations and administrative and judicial interpretations, all as in effect or in existence on the date of this prospectus. Subsequent developments in U.S. federal income or estate tax law, including changes in law or differing interpretations, which may be applied retroactively, could alter the U.S. federal income and estate tax consequences of owning and disposing of our common stock as described in this summary. There can be no assurance that the Internal Revenue Service (the "IRS") will not take a contrary position with respect to one or more of the tax consequences described herein and we have not obtained, nor do we intend to obtain, a ruling from the IRS with respect to the U.S. federal income or estate tax consequences of the ownership or disposition of our common stock.

As used in this summary, the term "Non-U.S. Holder" means a beneficial owner of our common stock that is not, for U.S. federal income tax purposes:

•: an individual who is a citizen or resident of the United States;
•: a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;
•: an entity or arrangement treated as a partnership;
•: an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or
•: a trust, if (1) a U.S. court is able to exercise primary supervision over the trust's administration and one or more "United States persons" (within the meaning of the Code) has the authority to control all of the trust's substantial decisions, or (2) the trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds our common stock, the tax treatment of a partner in such a partnership generally will depend upon the status of the partner, the activities of the partnership and certain determinations made at the partner level. Partnerships, and partners in partnerships, that hold our common stock should consult their own tax advisors as to the particular U.S. federal income and estate tax consequences of owning and disposing of our common stock that are applicable to them.

This summary does not address all U.S. federal income or estate tax consequences relevant to a Non-U.S. Holder's particular circumstances, including the impact of the Medicare contribution tax on net investment income. In addition, this summary does not consider any specific facts or circumstances

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that may apply to a Non-U.S. Holder and does not address any special tax rules that may apply to particular Non-U.S. Holders, such as:

•: a Non-U.S. Holder that is a financial institution, insurance company, tax-exempt organization, pension plan, broker, dealer or trader in stocks, securities or currencies, U.S. expatriate, controlled foreign corporation or passive foreign investment company;
•: a Non-U.S. Holder holding our common stock as part of a conversion, constructive sale, wash sale or other integrated transaction or a hedge, straddle or synthetic security;
•: a Non-U.S. Holder that holds or receives our common stock pursuant to the exercise of any employee stock option or otherwise as compensation; or
•: a Non-U.S. Holder that at any time owns, directly, indirectly or constructively, more than 5% of our outstanding common stock.

In addition, this summary does not address any U.S. state or local, or non-U.S. tax consequences, or any U.S. federal income or estate tax consequences for beneficial owners of a Non-U.S. Holder, including stockholders of a controlled foreign corporation or passive foreign investment company that hold our common stock.

Each Non-U.S. Holder should consult its own tax advisor regarding the U.S. federal, state, local and non-U.S. tax consequences of owning and disposing of our common stock.

Distributions on Our Common Stock

As discussed under "Dividend Policy" above, we do not intend to pay cash dividends on our common stock for the foreseeable future. If we make distributions of cash or property (other than certain pro rata distributions of our common stock) with respect to our common stock, any such distributions generally will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. If a distribution exceeds our current and accumulated earnings and profits, the excess will be treated as a nontaxable return of capital to the extent of the Non-U.S. Holder's adjusted tax basis in its common stock and will reduce (but not below zero) such Non-U.S. Holder's adjusted tax basis in its common stock. Any remaining excess will be treated as gain from a disposition of our common stock subject to the tax treatment described below in "Sales or Other Dispositions of Our Common Stock." Distributions on our common stock that are treated as dividends, and that are not effectively connected with a Non-U.S. Holder's conduct of a trade or business in the United States, generally will be subject to withholding of U.S. federal income tax at a rate of 30%. A Non-U.S. Holder may be eligible for a lower rate under an applicable income tax treaty between the United States and such non-U.S. Holder's jurisdiction of tax residence. In order to claim the benefit of an applicable income tax treaty, a Non-U.S. Holder will be required to provide to the applicable withholding agent a properly executed IRS Form W-8BEN or W-8BEN-E (or other applicable form) in accordance with the applicable certification and disclosure requirements. Special rules apply to partnerships and other pass-through entities and these certification and disclosure requirements also may apply to beneficial owners of partnerships and other pass-through entities that hold our common stock.

Dividends that are effectively connected with a Non-U.S. Holder's conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States) will not be subject to the withholding of U.S. federal income tax discussed above if the Non-U.S. Holder provides to the applicable withholding agent a properly executed IRS Form W-8ECI (or other applicable form) in accordance with the applicable certification and disclosure requirements. Instead, any such effectively connected dividends will be subject to U.S. federal income tax on a net income basis at the regular graduated rates and in the manner applicable to United States persons (unless an

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applicable income tax treaty provides otherwise). A Non-U.S. Holder that is treated as a corporation for U.S. federal income tax purposes may also be subject to a "branch profits" tax at a 30% rate (or a lower rate if the Non-U.S. Holder is eligible for a lower rate under an applicable income tax treaty) on the Non-U.S. Holder's earnings and profits (attributable to dividends on our common stock or otherwise) that are effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States, subject to certain adjustments.

The certifications described above must be provided to the applicable withholding agent prior to the payment of dividends and must be updated periodically. A Non-U.S. Holder may obtain a refund or credit of any excess amounts withheld by timely filing an appropriate claim for a refund with the IRS. Non-U.S. Holders should consult their own tax advisors regarding their eligibility for benefits under a relevant income tax treaty and the manner of claiming such benefits.

The foregoing discussion is subject to the discussion below under "Backup Withholding and Information Reporting" and "FATCA Withholding."

Sales or Other Dispositions of Our Common Stock

A Non-U.S. Holder generally will not be subject to U.S. federal income tax (including withholding thereof) on any gain recognized on sales or other dispositions of our common stock unless:

•: the gain is effectively connected with the Non-U.S. Holder's conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States); in this case, the gain will be subject to U.S. federal income tax on a net income basis at the regular graduated rates and in the manner applicable to United States persons (unless an applicable income tax treaty provides otherwise) and, if the Non-U.S. Holder is treated as a corporation for U.S. federal income tax purposes, the "branch profits tax" described above may also apply;
•: the Non-U.S. Holder is an individual who is present in the United States for more than 182 days in the taxable year of the disposition and meets certain other requirements; in this case, except as otherwise provided by an applicable income tax treaty, the gain, which may be offset by certain U.S. source capital losses, generally will be subject to a flat 30% U.S. federal income tax, even though the Non-U.S. Holder is not considered a resident of the United States under the Code; or
•: we are or have been a "United States real property holding corporation" for U.S. federal income tax purposes at any time during the shorter of (i) the five-year period ending on the date of disposition and (ii) the period that the Non-U.S. Holder held our common stock.

Generally, a corporation is a "United States real property holding corporation" if the fair market value of its "United States real property interests" equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests plus its other assets used or held for use in a trade or business. We believe that we are not currently, and we do not anticipate becoming in the future, a United States real property holding corporation. However, because the determination of whether we are a United States real property holding corporation is made from time to time and depends on the relative fair market values of our assets, there can be no assurance in this regard. If we were a United States real property holding corporation, the tax relating to disposition of stock in a United States real property holding corporation generally will not apply to a Non-U.S. Holder whose holdings, direct, indirect and constructive, constituted 5% or less of our common stock at all times during the applicable period, provided that our common stock is "regularly traded on an established securities market" (as provided in applicable U.S. Treasury regulations) at any time during the calendar year in which the disposition occurs. However, no assurance can be provided that our common stock will be regularly

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traded on an established securities market for purposes of the rules described above. Non-U.S. Holders should consult their own tax advisors regarding the possible adverse U.S. federal income tax consequences to them if we are, or were to become, a United States real property holding corporation.

The foregoing discussion is subject to the discussion below under "Backup Withholding and Information Reporting" and "FATCA Withholding."

Federal Estate Tax

Our common stock that is owned (or treated as owned) by an individual who is not a U.S. citizen or resident of the United States (as specially defined for U.S. federal estate tax purposes) at the time of death will be included in the individual's gross estate for U.S. federal estate tax purposes, unless an applicable estate tax or other treaty provides otherwise and, therefore, may be subject to U.S. federal estate tax.

Backup Withholding and Information Reporting

Backup withholding (currently at a rate of 28%) will not apply to payments of dividends on our common stock to a Non-U.S. Holder, provided the applicable withholding agent does not have actual knowledge or reason to know the holder is a United States person and the Non-U.S. Holder either provides to the applicable withholding agent a properly executed IRS Form W-8BEN or W-8BEN-E (or other applicable form) certifying under penalties of perjury that the Non-U.S. Holder is not a United States person, or otherwise qualifies for an exemption. However, the applicable withholding agent generally will be required to report to the IRS and to such Non-U.S. Holder payments of dividends on our common stock and the amount of U.S. federal income tax, if any, withheld with respect to those payments. Copies of the information returns reporting such dividends and any withholding may also be made available to the tax authorities in the country in which the Non-U.S. Holder resides under the provisions of a treaty or agreement.

The gross proceeds from sales or other dispositions of our common stock may be subject, in certain circumstances discussed below, to U.S. backup withholding and information reporting. If a Non-U.S. Holder sells or otherwise disposes of our common stock outside the United States through a non-U.S. office of a non-U.S. broker and the sale or disposition proceeds are paid to the Non-U.S. Holder outside the United States, then the U.S. backup withholding and information reporting requirements generally will not apply to that payment. However, U.S. information reporting, but not U.S. backup withholding, will apply to a payment of sale or disposition proceeds, even if that payment is made outside the United States, if a Non-U.S. Holder sells our common stock through a non-U.S. office of a broker that is a United States person or has certain enumerated connections with the United States, unless the broker has documentary evidence in its files that the Non-U.S. Holder is not a United States person and certain other conditions are met or the Non-U.S. Holder otherwise qualifies for an exemption.

If a Non-U.S. Holder receives payments of the proceeds of sales or other dispositions of our common stock to or through a U.S. office of a broker, the payment will be subject to both U.S. backup withholding and information reporting unless the Non-U.S. Holder provides to the applicable withholding agent a properly executed IRS Form W-8BEN or W-8BEN-E (or other applicable form) certifying under penalties of perjury that the Non-U.S. Holder is not a United States person and the applicable withholding agent does not have actual knowledge or reason to know that such holder is a United States person, or otherwise qualifies for an exemption. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be credited against the Non-U.S. Holder's U.S. federal income tax liability (which may result in the Non-U.S. Holder being entitled to a refund), provided that the required information is timely furnished to the IRS.

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FATCA Withholding

The Foreign Account Tax Compliance Act and related Treasury guidance (commonly referred to as "FATCA") impose U.S. federal withholding tax at a rate of 30% on payments to certain foreign entities of (i) U.S.-source dividends (including dividends paid on our common stock) and (ii) the gross proceeds from the sale or other disposition after December 31, 2018 of property that produces U.S.-source dividends (including sales or other dispositions of our common stock). This withholding tax applies to a "foreign financial institution" or a "non-financial foreign entity" (each as defined in the Code), whether acting as a beneficial owner or an intermediary, unless such foreign entity complies with (i) certain information reporting requirements regarding its U.S. account holders and its U.S. owners and (ii) certain withholding obligations regarding certain payments to its account holders and certain other persons. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Accordingly, the entity through which a Non-U.S. Holder holds its common stock will affect the determination of whether such withholding is required. Non-U.S. Holders are encouraged to consult their tax advisors regarding FATCA.

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UNDERWRITING

Under the terms and subject to the conditions contained in an underwriting agreement dated , 2017, we and the selling stockholders have agreed, severally and not jointly, to sell to the underwriters named below, for whom Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC are acting as representatives, and each of the underwriters has agreed, severally and not jointly, to purchase from us and the selling stockholders, the following respective numbers of shares of common stock:

Underwriter		Number of Shares

Credit Suisse Securities (USA) LLC
J.P. Morgan Securities LLC
RBC Capital Markets, LLC

Total

The underwriting agreement provides that the underwriters are obligated to purchase all the shares of common stock in the offering if any are purchased, other than those shares covered by the over-allotment option described below. The underwriting agreement also provides that if an underwriter defaults on the purchase commitments of non-defaulting underwriters may be increased or the offering may be terminated.

The selling stockholders have granted to the underwriters a 30-day option to purchase on a pro rata basis up to additional shares from the selling stockholders at the initial public offering price less the underwriting discounts and commissions. The option may be exercised only to cover any over-allotments of common stock.

The underwriters propose to offer the shares of common stock initially at the public offering price on the cover page of this prospectus and to selling group members at that price less a selling concession of $ per share. The underwriters and selling group members may allow a discount of $ per share on sales to other broker/dealers. After the initial public offering the representatives and underwriters may change the public offering price and concession and discount to broker/dealers. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters' right to reject any order in whole or in part.

The following table summarizes the compensation and estimated expenses we and the selling stockholders will pay:

	Per Share		Total

	Without Over-allotment	With Over-allotment	Without Over-allotment	With Over-allotment
Underwriting discounts and commissions paid by the Company	$	$	$	$
Underwriting discounts and commissions paid by the selling stockholders	$	$	$	$
Expenses payable by us	$	$	$	$
Expenses payable by the selling stockholders	$	$	$	$

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exceptions, neither we nor any of our directors or executive officers or these stockholders may dispose of, hedge or otherwise transfer the economic consequences of ownership of any shares of common stock or securities convertible into or exchangeable or exercisable for shares of common stock. These restrictions will be in effect for a period of 180 days after the date of this prospectus. Certain transfers or dispositions can be made sooner, provided the transferee becomes bound to the terms of the lock-up.

The underwriters have reserved for sale at the initial public offering price up to shares of the common stock for directors, officers and certain employees who have expressed an interest in purchasing common stock in the offering. We will offer these shares to the extent permitted under applicable regulations in the United States and in various countries. Pursuant to the underwriting agreement, the sales will be made by through a directed share program. The number of shares available for sale to the general public in the offering will be reduced to the extent these persons purchase the reserved shares. Any reserved shares not so purchased will be offered by the underwriters to the general public on the same terms as the other shares. We have agreed to indemnify in connection with the directed share program, including for the failure of any participant to pay for its shares. Other than the underwriting discount described on the front cover of this prospectus, the underwriters will not be entitled to any commission with respect to shares of common stock sold pursuant to the directed share program.

We and the selling stockholders have agreed, severally and not jointly, to indemnify the underwriters against liabilities under the Securities Act, or contribute to payments that the underwriters may be required to make in that respect.

We will apply to list the shares of common stock on NYSE, under the symbol "AQUA."

Prior to this offering, there has been no public market for our common stock. The initial public offering price will be determined by negotiations among us and the representatives and will not necessarily reflect the market price of the common stock following this offering. The principal factors that will be considered in determining the initial public offering price include:

•: the information presented in this prospectus and otherwise available to the underwriters;
•: the history of, and prospects for, the industry in which we compete;
•: the ability of our management;
•: the prospects for our future earnings;
•: the present state of our results of operations and our current financial condition;
•: the general condition of the securities markets at the time of this offering; and
•: the recent market prices of, and the demand for, publicly traded common stock of generally comparable companies.

We cannot assure you that the initial public offering price will correspond to the price at which the common stock will trade in the public market subsequent to this offering or that an active trading market for the common stock will develop and continue after this offering.

In connection with the offering the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions, penalty bids and passive market making in accordance with Regulation M under the Exchange Act.

•: Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.

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•: Over-allotment involves sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option and/or purchasing shares in the open market.
•: Syndicate covering transactions involve purchases of the common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. If the underwriters sell more shares than could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.
•: Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.
•: In passive market making, market makers in the common stock who are underwriters or prospective underwriters may, subject to limitations, make bids for or purchases of our common stock until the time, if any, at which a stabilizing bid is made.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of the common stock. As a result the price of our common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the NYSE or otherwise and, if commenced, may be discontinued at any time.

A prospectus in electronic format will be made available on the web sites maintained by one or more of the underwriters, or selling group members, if any, participating in this offering and one or more of the underwriters participating in this offering may distribute prospectuses electronically. The representatives may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the underwriters and selling group members that will make internet distributions on the same basis as other allocations.

Other Relationships

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us, for which they received or will receive customary fees and expenses. In addition, in the ordinary course of their business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. These investments and securities activities may involve securities and/or instruments of ours

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or our affiliates. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments. These investment recommendations/and or research and securities activities may involve securities and/or instruments of ours or our affiliates. In addition, under our Senior Secured Credit Facilities, Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and/or certain of their respective affiliates act as agents, lenders and joint lead arrangers and joint bookrunners. Furthermore, Credit Suisse Securities (USA) LLC, and/or certain of its affiliates may receive a portion of the net proceeds received by us in this offering due to the use of proceeds from this offering being used to repay borrowings under the Term Loan Facility.

Notice to Canadian Residents

Resale Restrictions

The distribution of our common stock in Canada is being made only in the provinces of Ontario, Quebec, Alberta and British Columbia on a private placement basis exempt from the requirement that we prepare and file a prospectus with the securities regulatory authorities in each province where trades of these securities are made. Any resale of our common stock in Canada must be made under applicable securities laws which may vary depending on the relevant jurisdiction, and which may require resales to be made under available statutory exemptions or under a discretionary exemption granted by the applicable Canadian securities regulatory authority. Purchasers are advised to seek legal advice prior to any resale of the securities.

Representations of Canadian Purchasers

By purchasing our common stock in Canada and accepting delivery of a purchase confirmation, a purchaser is representing to us and the dealer from whom the purchase confirmation is received that:

•: the purchaser is entitled under applicable provincial securities laws to purchase our common stock without the benefit of a prospectus qualified under those securities laws as it is an "accredited investor" as defined under National Instrument 45-106— Prospectus Exemptions ,
•: the purchaser is a "permitted client" as defined in National Instrument 31-103— Registration Requirements, Exemptions and Ongoing Registrant Obligations ,
•: where required by law, the purchaser is purchasing as principal and not as agent, and
•: the purchaser has reviewed the text above under Resale Restrictions.

Conflicts of Interest

Canadian purchasers are hereby notified that the underwriters are relying on the exemption set out in section 3A.3 or 3A.4, if applicable, of National Instrument 33-105— Underwriting Conflicts from having to provide certain conflict of interest disclosure in this document.

Statutory Rights of Action

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if the offering memorandum (including any amendment thereto) such as this document contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser of these securities in Canada should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.

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Enforcement of Legal Rights

All of our directors and officers as well as the experts named herein may be located outside of Canada and, as a result, it may not be possible for Canadian purchasers to effect service of process within Canada upon us or those persons. All or a substantial portion of our assets and the assets of those persons may be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against us or those persons in Canada or to enforce a judgment obtained in Canadian courts against us or those persons outside of Canada.

Taxation and Eligibility for Investment

Canadian purchasers of our common stock should consult their own legal and tax advisors with respect to the tax consequences of an investment in our common stock in their particular circumstances and about the eligibility of our common stock for investment by the purchaser under relevant Canadian legislation.

Notice to Prospective Investors in the United Kingdom

This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling with Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

Notice to Prospective Investors in the European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State it has not made and will not make an offer of common stock which are the subject of the offering contemplated by this prospectus to the public in that Relevant Member State other than:

•: to any legal entity which is a "qualified investor" as defined in the Prospectus Directive;
•: to fewer than 150 natural or legal persons (other than "qualified investors" as defined in the Prospectus Directive), per Relevant Member State, subject to obtaining the prior consent of the underwriters; or
•: in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of common stock shall result in a requirement for us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or a supplemental prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression an "offer of common stock to the public" in relation to any common stock in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the common stock to be offered so as to enable an investor to decide to purchase or subscribe for the common stock, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State. The expression "Prospectus Directive" means

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Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.

Notice to Prospective Investors in Hong Kong

The shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the shares has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance.

Notice to Prospective Investors in Japan

The shares have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, will not be offered or sold, directly or indirectly, in Japan, or for the benefit of any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations and ministerial guidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the purposes of this paragraph, "Japanese Person" shall mean any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

Notice to Prospective Investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(a): a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
(b): a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months after that

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corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:

(a): to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
(b): where no consideration is or will be given for the transfer;
(c): where the transfer is by operation of law;
(d): as specified in Section 276(7) of the SFA; or
(e): as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

Notice to Prospective Investors in Switzerland

This document is not intended to constitute an offer or solicitation to purchase or invest in the securities described herein. The securities may not be publicly offered, sold or advertised, directly or indirectly, in, into or from Switzerland and will not be listed on the SIX Swiss Exchange or on any other exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the securities constitutes a prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange or any other regulated trading facility in Switzerland, and neither this document nor any other offering or marketing material relating to the securities may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, nor the Company nor the securities have been or will be filed with or approved by any Swiss regulatory authority. The securities are not subject to the supervision by any Swiss regulatory authority, e.g., the Swiss Financial Markets Supervisory Authority FINMA (FINMA), and investors in the securities will not benefit from protection or supervision by such authority.

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LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed upon for us and the selling stockholders by Fried, Frank, Harris, Shriver & Jacobson LLP, New York, New York. Fried, Frank, Harris, Shriver & Jacobson LLP owns an indirect interest in less than 1% of our common stock through limited partnership interests in funds associated with AEA. Legal matters in connection with this offering will be passed upon for the underwriters by Latham & Watkins LLP, New York, New York.

EXPERTS

The consolidated financial statements of Evoqua Water Technologies Corp. at September 30, 2015 and 2016, and for the period from January 15, 2014 through September 30, 2014 and the years ended September 30, 2015 and 2016 and the consolidated financial statements of Siemens Water Technologies for the period October 1, 2013 through January 15, 2014, appearing in this prospectus and registration statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of NB Intermediate Holdings, LLC and Subsidiaries as of December 31, 2015 and for the year ended December 31, 2015 have been audited by RSM US LLP, independent auditor, as stated in their report thereon, and have been included in this prospectus and registration statement in reliance upon such report and upon the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1, including exhibits and schedules, under the Securities Act with respect to the common stock to be sold in this offering. As allowed by SEC rules, this prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules that are part of the registration statement. For further information about us and our common stock, you should refer to the registration statement, including all amendments, supplements, schedules and exhibits thereto.

Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement.

You may read, without charge, and copy, at prescribed rates, all or any portion of the registration statement or any reports, statements or other information we file with or furnish to the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, DC 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC. Please call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room. In addition, the SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. You can review the registration statement, as well as our future SEC filings, by accessing the SEC's website at www.sec.gov. You may also request copies of those documents, at no cost to you, by contacting us at the following address:

Evoqua Water Technologies Corp.
210 Sixth Avenue
Pittsburgh, Pennsylvania 15222
(724) 772-0044

As a result of this offering, we will become subject to the information and reporting requirements of the Exchange Act and will file annual, quarterly and current reports, proxy statements and other information with the SEC. You can request copies of these documents, for a copying fee, by writing to the SEC. We intend to furnish our stockholders with annual reports containing financial statements audited by our independent registered public accounting firm.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


EWT Holdings I Corp.
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm			F-3
Consolidated Balance Sheets as of September 30, 2015 and September 30, 2016			F-4
Consolidated Statements of Operations for the Years Ended September 30, 2014, September 30, 2015 and September 30, 2016			F-5
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended September 30, 2014, September 30, 2015 and September 30, 2016			F-6
Consolidated Statements of Changes in Equity for the Years Ended September 30, 2014, September 30, 2015 and September 30, 2016			F-7
Consolidated Statements of Changes in Cash Flow for the Years Ended September 30, 2014, September 30, 2015 and September 30, 2016			F-8
Supplemental Disclosure of Cash Flow Information for the Years Ended September 30, 2014, September 30, 2015 and September 30, 2016			F-9
Notes to Audited Consolidated Financial Statements			F-10
Schedule I Parent Company Financial Information			F-52
Interim Consolidated Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of September 30, 2016 and June 30, 2017 (unaudited)			F-56
Condensed Consolidated Statements of Operations for the Nine Months Ended June 30, 2016 and 2017 (unaudited)			F-57
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Nine Months Ended June 30, 2016 and 2017 (unaudited)			F-58
Condensed Consolidated Statements of Changes in Equity for the Nine Months Ended June 30, 2016 and 2017 (unaudited)			F-59
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2016 and 2017 (unaudited)			F-60
Supplemental Disclosure of Cash Flow Information for the Nine Months Ended June 30, 2016 and 2017 (unaudited)			F-61
Notes to Unaudited Condensed Consolidated Financial Statements			F-62
NB Intermediate Holdings, LLC and Subsidiaries
Consolidated Financial Statements
Report of Independent Auditor			F-87
Consolidated Balance Sheet as of December 31, 2015			F-88
Consolidated Statement of Income for the Year Ended December 31, 2015			F-89
Consolidated Statement of Member's Equity for the Year Ended December 31, 2015			F-90

F-1

Table of Contents


Consolidated Statement of Cash Flows for the Year Ended December 31, 2015			F-91
Notes to Consolidated Financial Statements			F-92
Interim Consolidated Financial Statements (Unaudited)
Consolidated Balance Sheets as of March 31, 2016 (unaudited) and December 31, 2015			F-109
Consolidated Statements of Net Loss for the Three Months Ended March 31, 2015 and 2016 (unaudited)			F-110
Consolidated Statements of Member's Equity for the Three Months Ended March 31, 2016 (unaudited)			F-111
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2015 and 2016 (unaudited)			F-112
Notes to Unaudited Consolidated Financial Statements			F-114

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of
EWT Holdings I Corp.

We have audited the accompanying consolidated balance sheets of EWT Holdings I Corp. as of September 30, 2015 and 2016, and the related combined statements of operations, comprehensive income (loss), changes in equity and changes in cash flows of Siemens Water Technologies for the period from October 1, 2013 to January 15, 2014 (Predecessor Company) and the consolidated statement of operations, comprehensive income (loss), changes in equity and changes in cash flows for the period from January 16, 2014 to September 30, 2014 (Successor Company) and the years ended September 30, 2015 and 2016. Our audits also included the financial statement schedule listed in the Index to the consolidated financial statements. These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of EWT Holdings I Corp. at September 30, 2015 and 2016, and the combined results of Siemens Water Technologies operations and cash flows for the period from October 1, 2013 to January 15, 2014 (Predecessor Company) and the consolidated results of its operations and cash flows for the period from January 16, 2014 to September 30, 2014 (Successor Company) and the years ended September 30, 2015 and 2016 in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.


		/s/ Ernst & Young LLP

Pittsburgh, Pennsylvania

August 28, 2017

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EWT Holdings I Corp.

Consolidated Balance Sheets

(in thousands)

	September 30, 2015			September 30, 2016

ASSETS
Current assets	$	481,473		$	418,336

Cash and cash equivalents		169,027			50,362
Receivables, net		160,491			184,789
Inventories, net		92,611			112,392
Cost and earnings in excess of billings on uncompleted contracts		34,823			50,081
Prepaid and other current assets		13,797			16,255
Deferred income taxes		1,887			—
Income tax receivable		8,837			4,457

Property, plant, and equipment, net		235,828			256,765

Investment in affiliate		6,873			—

Goodwill		113,583			267,643

Intangible assets, net		180,137			323,478

Deferred income taxes		7			—

Other non-current assets		21,970			30,009

Total assets	$	1,039,871		$	1,296,231



LIABILITIES AND EQUITY
Current liabilities	$	249,359		$	284,862

Accounts payable		78,305			102,379
Current portion of debt		5,050			30,024
Billings in excess of costs incurred		35,616			22,175
Product warranties		23,005			16,860
Accrued expenses and other liabilities		100,815			111,307
Income tax payable		4,833			2,117
Deferred income taxes		1,735			—

Non-current liabilities		616,152			807,434

Long-term debt		547,032			728,132
Product warranties		8,753			6,449
Other non-current liabilities		56,640			64,290
Deferred income taxes		3,727			8,563

Total liabilities		865,511			1,092,296



Commitments and Contingent Liabilities (Note 19)		—			—
Shareholders' equity
Common stock, par value $0.01: authorized 5,000 shares; issued 3,774 shares, outstanding 3,770 at September 30, 2015; issued 3,866 shares, outstanding 3,857 shares at September 30, 2016		38			39
Treasury stock: 4 shares at September 30, 2015 and 9 shares at September 30, 2016		(410	)		(1,133	)
Additional paid-in capital		363,053			382,229
Retained deficit		(183,808	)		(172,169	)
Accumulated other comprehensive loss, net of tax		(4,513	)		(10,671	)

Total EWT Holdings I Corp. equity		174,360			198,295
Non-controlling interest		—			5,640

Total shareholders' equity		174,360			203,935



Total liabilities and shareholders' equity	$	1,039,871		$	1,296,231

See accompanying notes to these Consolidated Financial Statements

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Table of Contents

EWT Holdings I Corp.

Consolidated Statements of Operations

(in thousands except per share data)

	Predecessor			Successor

	October 1, 2013 through January 15, 2014			January 16, 2014 through September 30, 2014			Year ended September 30, 2015			Year ended September 30, 2016
Revenue from product sales	$	169,100		$	414,884		$	533,649		$	587,087
Revenue from services		137,214			376,270			527,317			550,109

		306,314			791,154			1,060,966			1,137,196
Cost of product sales		(124,848	)		(366,107	)		(385,243	)		(407,354	)
Cost of services		(103,379	)		(334,138	)		(383,306	)		(396,777	)

		(228,227	)		(700,245	)		(768,549	)		(804,131	)
Gross Profit		78,087			90,909			292,417			333,065
Research and development expense		(6,728	)		(18,829	)		(25,909	)		(22,897	)
Sales and marketing expense		(38,479	)		(90,947	)		(124,429	)		(135,208	)
General and administrative expense		(35,652	)		(104,122	)		(147,663	)		(144,771	)
Other operating income		124			307			1,237			10,079
Other operating expense		(1,322	)		(829	)		(1,163	)		(3,113	)
Interest expense		(23	)		(23,994	)		(34,060	)		(42,518	)
Equity in income of non-consolidated affiliate		518			1,283			1,424			—

Loss before income taxes		(3,475	)		(146,222	)		(38,146	)		(5,363	)

Income tax benefit (expense)		1,173			48,465			(47,905	)		18,394

Net (loss) income		(2,302	)		(97,757	)		(86,051	)		13,031

Net income attributable to non-controlling interest		—			—			—			1,392

Net (loss) income attributable to EWT Holdings I Corp.	$	(2,302	)	$	(97,757	)	$	(86,051	)	$	11,639



Basic (loss) earnings per common share				$	(26.10	)	$	(22.79	)	$	3.03
Diluted (loss) earnings per common share				$	(26.10	)	$	(22.79	)	$	2.97

See accompanying notes to these Consolidated Financial Statements

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Table of Contents

EWT Holdings I Corp.

Consolidated Statements of Comprehensive Income (Loss)

(in thousands)

				Successor


	Predecessor
	Predecessor
	October 1, 2013 through January 15, 2014			January 16, 2014 through September 30, 2014			Year ended September 30, 2015			Year ended September 30, 2016
Net (loss) income	$	(2,302	)	$	(97,757	)	$	(86,051	)	$	13,031
Other comprehensive income
Foreign currency translation adjustments		(315	)		2,038			(4,276	)		1,493
Change in pension liability, net of tax of ($0), ($1,012), ($72) and ($0), respectively		—			(2,560	)		285			(7,651	)

Total other comprehensive loss		(315	)		(522	)		(3,991	)		(6,158	)
Less: Comprehensive income attributable to non-controlling interest		—			—			—			(1,392	)

Comprehensive (loss) income attributable to EWT Holdings I Corp.	$	(2,617	)	$	(98,279	)	$	(90,042	)	$	5,481

See accompanying notes to these Consolidated Financial Statements

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Table of Contents

EWT Holdings I Corp.

Consolidated Statements of Changes in Equity

(in thousands)

		Common Stock			Treasury Stock			Additional Paid-in Capital		Retained Deficit			Accumulated Other Comprehensive Loss			Non-controlling Interest			Net Parent Investment			Total

Predecessor
Balance at October 1, 2013	—	$	—	—	$	—		$	—	$	—		$	—		$	—		$	712,210		$	712,210
Net loss	—		—	—		—			—		—			—			—			(2,302	)		(2,302	)
Other comprehensive loss	—		—	—		—			—		—			—			—			(315	)		(315	)
Distribution from parent	—		—	—		—			—		—			—			—			89,901			89,901

Balance at January 15, 2014	—	$	—	—	$	—		$		$			$	—		$	—		$	799,494		$	799,494
Successor
Balance at January 16, 2014	—	$	—	—	$	—		$	—	$	—		$	—		$	—		$	—		$	—
Issuance of common stock, net of $16,650 in fees	3,700		37	—		—			353,350		—			—			—			—			353,387
Equity based compensation expense	—		—	—		—			342		—			—			—			—			342
Issuance of common stock	70		1	—		—			6,927		—			—			—			—			6,928
Net loss	—		—	—		—			—		(97,757	)		—			—			—			(97,757	)
Other comprehensive loss	—		—	—		—			—		—			(522	)		—			—			(522	)

Balance at September 30, 2014	3,770	$	38	—	$	—		$	360,619	$	(97,757	)	$	(522	)	$	—		$	—		$	262,378
Equity based compensation expense	—		—	—		—			1,587		—			—			—			—			1,587
Issuance of common stock	4		—	—		—			847		—			—			—			—			847
Stock repurchases	—		—	4		(410	)		—		—			—			—			—			(410	)
Net loss	—		—	—		—			—		(86,051	)		—			—			—			(86,051	)
Other comprehensive loss	—		—	—		—			—		—			(3,991	)		—			—			(3,991	)

Balance at September 30, 2015	3,774		38	4		(410	)		363,053		(183,808	)		(4,513	)		—			—			174,360
Equity based compensation expense	—		—	—		—			1,999		—			—			—			—			1,999
Capital contribution	—		—	—		—			6,895		—			—			—			—			6,895
Issuance of common stock	92		—	—		—			10,282		—			—			—			—			10,282
Stock repurchases	—		—	5		(723	)		—		—			—			—			—			(723	)
Establishment of non-controlling interest	—		1	—		—			—		—			—			6,873			—			6,874
Dividends paid to non-controlling interest	—		—	—		—			—		—						(2,625	)		—			(2,625	)
Net income	—		—	—		—			—		11,639			—			1,392			—			13,031
Other comprehensive loss			—			—			—		—			(6,158	)		—			—			(6,158	)

Balance at September 30, 2016	3,866	$	39	9	$	(1,133	)	$	382,229	$	(172,169	)	$	(10,671	)	$	5,640		$			$	203,935

See accompanying notes to these Consolidated Financial Statements

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Table of Contents

EWT Holdings I Corp.

Consolidated Statements of Changes in Cash Flows

(in thousands)

	Predecessor			Successor

	October 1, 2013 Through January 15, 2014			January 16, 2014 Through September 30, 2014			Year Ended September 30, 2015			Year Ended September 30, 2016
Operating activities
Net (loss) income	$	(2,302	)	$	(97,757	)	$	(86,051	)	$	13,031
Reconciliation of net loss to cash flows from operating activities:
Depreciation and amortization		14,934			139,933			58,139			69,289
Amortization of deferred financing costs		—			2,489			3,514			4,121
Deferred income taxes		(2,610	)		(52,416	)		45,254			(21,215	)
Share based compensation		2,500			342			1,587			1,999
Equity in net income (loss) of affiliate, net of cash received		(268	)		(158	)		76			—
Gain on sale of property, plant and equipment		(291	)		(309	)		(20	)		(11,120	)
Foreign currency losses on intracompany loans		—			6,794			19,288			51
Changes in assets and liabilities
Accounts receivable		22,350			(1,465	)		9,496			(3,973	)
Inventories		3,185			11,986			(44	)		2,484
Cost and earnings in excess of billings on uncompleted contracts		(6,689	)		30,188			17,848			(15,258	)
Due to affiliates		36,293			—			—			—
Prepaids and other current assets		18,009			(761	)		4,287			1,326
Accounts payable		(12,272	)		13,781			(14,941	)		15,682
Accrued expenses and other liabilities		(6,526	)		(7,305	)		(14,568	)		(31,446	)
Billings in excess of costs incurred		5,728			(10,978	)		7,497			(13,389	)
Income taxes		(23,500	)		3,755			(6,224	)		4,329
Other non-current assets and liabilities		(2,964	)		(641	)		(3,194	)		16,008

Net cash provided by operating activities		45,577			37,478			41,944			31,919

Investing activities
Purchase of property, plant and equipment		(7,965	)		(28,625	)		(44,079	)		(47,728	)
Purchase of intangibles		—			(4,477	)		(4,705	)		(248	)
Proceeds from sale of property, plant and equipment		441			1,592			1,918			5,191
Proceeds from sale of business		—			—			—			4,547
Acquisitions, net of cash acquired of $0, $167,565, $0 and $11,486, respectively		—			(730,577	)		—			(306,372	)

Net cash used in investing activities		(7,524	)		(762,087	)		(46,866	)		(344,610	)

Financing activities
Net transfers from parent		89,901			—			—			—
Issuance of debt related to acquisitions, net of deferred issuance costs		—			580,000			—			178,704
Borrowings under credit facility		—			(25,083	)		—			81,000
Repayment of debt		—			(3,788	)		(5,050	)		(74,461	)
Repayment of capital lease obligation		—			—			(1,650	)		(7,683	)
Proceeds from capital contribution		—			—			—			6,895
Proceeds from issuance of common stock		—			376,965			847			10,282
Stock repurchases		—			—			(410	)		(723	)
Investor transaction fees		—			(16,650	)		—			—
Distribution to non-controlling interest		—			—			—			(2,625	)

Net cash provided by (used in) financing activities		89,901			911,444			(6,263	)		191,389

Effect of exchange rate changes on cash		(243	)		(1,399	)		(5,225	)		2,637

Change in cash and cash equivalents		127,711			185,436			(16,410	)		(118,665	)
Cash and cash equivalents
Beginning of period		39,857			—			185,437			169,027

End of period	$	167,568		$	185,436		$	169,027		$	50,362

See accompanying notes to these Consolidated Financial Statements

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Table of Contents

EWT Holdings I Corp.

Supplemental Disclosure of Cash Flow Information

(in thousands)

			Successor


	Predecessor
	Predecessor
	October 1, 2013 Through January 15, 2014		January 16, 2014 Through September 30, 2014		Year Ended September 30, 2015		Year Ended September 30, 2016
Supplemental disclosure of cash flow information
Cash paid for taxes	$	—	$	918	$	8,685	$	3,964
Cash paid for interest	$	—	$	21,714	$	30,511	$	36,750
Non-cash investing and financing activities
Accrued earnout related to acquisition	$	—	$	—	$	—	$	650
Capital lease transactions	$	—	$	—	$	22,504	$	8,378

See accompanying notes to these Consolidated Financial Statements

F-9

Table of Contents

EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements

September 30, 2015 and September 30, 2016

(in thousands)

1. Description of the Company and Basis of Presentation

Background

EWT Holdings I Corp. was incorporated on October 7, 2013. On January 15, 2014, EWT Holdings I Corp., acquired through its wholly owned entities, EWT Holdings II Corp. and EWT Holdings III Corp. (a/k/a Evoqua Water Technologies), all of the outstanding shares of Siemens Water Technologies, a group of legal entity businesses formerly owned by Siemens AG (Siemens). The stock purchase closed on January 15, 2014 and was effective January 16, 2014 (the Acquisition). The stock purchase price, net of cash received, was approximately $730,577. From October 7, 2013 to January 15, 2014, the Successor had no activities other than the incurrence of transaction costs related to the AEA Acquisition.

Evoqua Water Technologies and subsidiaries will be referred to herein as "the Successor", "the Company" or "EWT". Siemens Water Technologies will be referred to herein as "Water Technologies Group" or "the Predecessor."

The Business

EWT provides a wide range of product brands and advanced water and wastewater treatment systems and technologies, as well as mobile and emergency water supply solutions and service contract options through its segment's branch network. Headquartered in Warrendale, Pennsylvania, EWT is a multi-national corporation with operations in the United States, Canada, the United Kingdom, the Netherlands, Italy, Germany, Australia, China, and Singapore.

The Company is organizationally structured into three reportable segments for the purpose of making operational decisions and assessing financial performance: (i) Industrial, (ii) Municipal and (iii) Products.

Basis of Presentation

The accompanying consolidated financial statements of the Successor and Predecessor have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) from the accounting records of the Company, and reflect the consolidated financial position and results of operations for the period from January 16, 2014 to September 30, 2014 and the years ended September 30, 2015 and 2016. The assets and liabilities of the Company reflect the application of purchase accounting at the date of acquisition. All intracompany transactions have been eliminated.

The financial statements of the Predecessor have been prepared on a combined basis from the accounting records of Siemens AG and reflect the historical results of operations and cost basis of assets and liabilities that comprise the Predecessor. As the Predecessor represents a portion of the Siemens' business, the historical statement of operations, balance sheet, and cash flows of the Predecessor may not be indicative of what they would have been had the Predecessor been a separate stand-alone entity.

F-10

Table of Contents

EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements (Continued)

September 30, 2015 and September 30, 2016

(in thousands)

2. Summary of Significant Accounting Policies

Fiscal Year

The Company's fiscal year ends on September 30.

Use of Estimates

The consolidated financial statements have been prepared in conformity with U.S. GAAP and require management to make estimates and assumptions. These assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Estimates and assumptions are used for, but not limited to: (i) revenue recognition; (ii) allowance for doubtful accounts; (iii) inventory valuation, asset valuations, impairment, and recoverability assessments; (iv) depreciable lives of assets; (v) useful lives of intangible assets; (vi) income tax reserves and valuation allowances; and (vii) product warranty and litigation reserves. Estimates are revised as additional information becomes available. Actual results could differ from these estimates.

Cash and Cash Equivalents

Cash and cash equivalents are liquid investments with an original maturity of three or fewer months when purchased.

Accounts Receivable

Receivables are primarily comprised of uncollected amounts owed to us from transactions with customers and are presented net of allowances for doubtful accounts. Allowances are estimated based on historical write-offs and the economic status of customers. The Company considers a receivable delinquent if it is unpaid after the term of the related invoice has expired. Write-offs are recorded at the time all collection efforts have been exhausted.

Inventories

Inventories are stated at the lower of cost or market, where cost is generally determined on the basis of an average or first-in, first-out (FIFO) method. Production costs comprise direct material and labor and applicable manufacturing overheads, including depreciation charges. The Company regularly reviews inventory quantities on hand and writes off excess or obsolete inventory based on estimated forecasts of product demand and production requirements. Manufacturing operations recognize cost of product sales using standard costing rates with overhead absorption which generally approximates actual cost.

Property, Plant, and Equipment

F-11

Table of Contents

EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements (Continued)

September 30, 2015 and September 30, 2016

(in thousands)

2. Summary of Significant Accounting Policies (Continued)

Depreciation expense is recognized using the straight-line method. Useful lives are reviewed annually and, if expectations differ from previous estimates, adjusted accordingly. Estimated useful lives for major classes of depreciable assets are as follows:

Asset Class		Estimated Useful Life

Machinery and equipment		3 to 20 years
Buildings and improvements		10 to 40 years

Goodwill and Other Intangible Assets

Goodwill represents purchase consideration paid in a business combination that exceeds the value assigned to the net assets of acquired businesses. Other intangible assets consist of customer-related intangibles, proprietary technology, software, trademarks and other intangible assets. The Company amortizes intangible assets with definite useful lives on a straight-line basis over their respective estimated economic lives which range from 1 to 26 years.

The Company reviews goodwill to determine potential impairment annually during the fourth quarter of our fiscal year, or more frequently if events and circumstances indicate that the asset might be impaired. Impairment testing for goodwill is performed at a reporting unit level. We have determined that we have four reporting units. Our quantitative impairment testing utilizes both a market (guideline public company) and income (discounted cash flows) method for determining fair value. In estimating the fair value of the reporting unit utilizing a discounted cash flow ("DCF") valuation technique, we incorporate our judgment and estimates of future cash flows, future revenue and gross profit growth rates, terminal value amount, capital expenditures and applicable weighted-average cost of capital used to discount these estimated cash flows. The estimates and projections used in the estimate of fair value are consistent with our current budget and long-range plans, including anticipated change in market conditions, industry trend, growth rates and planned capital expenditures, among other considerations. If the carrying value of the reporting unit is greater than the fair value, the second step is performed, where the implied fair value of goodwill is compared to its carrying value.

Impairment of Long-Lived Assets

Long-lived assets, such as property, plant, and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of the asset or asset group is measured by comparison of its carrying amount to undiscounted future net cash flows the asset or asset group is expected to generate. If the carrying amount of an asset or asset group is not recoverable, the Company recognizes an impairment loss based on the excess of the carrying

F-12

Table of Contents

EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements (Continued)

September 30, 2015 and September 30, 2016

(in thousands)

2. Summary of Significant Accounting Policies (Continued)

amount of the asset or asset group over its respective fair value which is generally determined as the present value of estimated future cash flows or as the appraised value.

Debt Issuance Costs and Debt Discounts

Debt issuance costs are capitalized and amortized over the contractual term of the underlying debt using the straight line method which approximates the effective interest method. Debt discounts and lender arrangement fees deducted from the proceeds have been included as a component of the carrying value of debt and are being amortized to interest expense using the effective interest method.

Amortization of debt issuance costs and debt discounts/premiums included in interest expense were $2,489, $3,514 and $4,121 for the year ending September 30, 2014 (Successor Period), 2015 and 2016, respectively.

Revenue Recognition

For sales of aftermarket parts or products with a low level of customization and engineering time, the Company recognizes revenues at the time title and risks and rewards of ownership pass, which is generally when products are shipped or delivered to the customer as the Company has no obligation for installation. Sales of short-term service arrangements are recognized as the services are performed, and sales of long-term service arrangements are typically recognized on a straight-line basis over the life of the agreement.

For certain arrangements where there is significant customization to the product, the Company recognizes revenue under the provisions of Accounting Standards Codification (ASC) 605-35, Revenue Recognition—Construction-Type and Production-Type Contracts . These products include large capital water treatment projects, systems and solutions for municipal and industrial applications. Revenues from construction-type contracts are generally recognized under the percentage-of-completion method, based on the input of costs incurred to date as a percentage of total estimated contract costs. The nature of the contracts are generally fixed price with milestone billings. Approximately $175,317, $203,083 and $218,605 of revenues from construction-type contracts were recognized on the percentage-of-completion method during the periods ending September 30, 2014 (Successor Period) 2015 and 2016 respectively. Contract revenues and cost estimates are reviewed and revised quarterly at a minimum and the cumulative effect of such adjustments are recognized in current operations. The amount of such adjustments have not been material. Cost and earnings in excess of billings under construction-type arrangements are recorded when contracts have net asset balances where contract costs plus recognized profits less recognized losses exceed progress billings. Billings in excess of costs incurred are recorded when contract progress billings exceed costs and recognized profit less recognized losses.

F-13

Table of Contents

EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements (Continued)

September 30, 2015 and September 30, 2016

(in thousands)

2. Summary of Significant Accounting Policies (Continued)

Approximately $21,638, $29,667 and $33,457 of revenues from construction-type contracts were recognized on a completed contract method, which is typically when the product is delivered and accepted by the customer, during the periods ending September 30, 2014 (Successor Period), 2015 and 2016. The completed contract method is principally used when the contract is short in duration (generally less than twelve months) and where results of operations would not vary materially from those resulting from the use of the percentage-of-completion method.

Product Warranties

Accruals for estimated expenses related to warranties are made at the time products are sold and are recorded as a component of Cost of product sales in the Consolidated Statements of Operations and Comprehensive Loss. The estimated warranty obligation is based on product warranty terms offered to customers, ongoing product failure rates, material usage and service delivery costs expected to be incurred in correcting a product failure, as well as specific obligations for known failures and other currently available evidence. The Company assesses the adequacy of the recorded warranty liabilities on a regular basis and adjusts amounts as necessary.

Shipping and Handling Cost

Shipping and handling costs are included as a component of cost of sales.

Income Taxes

The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are provided against deferred tax assets when it is deemed more likely than not that some portion or all of the deferred tax asset will not be realized within a reasonable time period. We assess tax positions using a two-step process. A tax position is recognized if it meets a more-likely-than-not threshold, and is measured at the largest amount of benefit that is greater than 50.0% percent of being realized. Uncertain tax positions are reviewed each balance sheet date.

In November 2015, the Financial Accounting Standards Board ("FASB") issued an Accounting Standard Update ("ASU") 2015-17 , Balance Sheet Classification of Deferred Taxes. This update simplifies the presentation of deferred income taxes. The amendments in this update require that deferred tax liabilities and assets be classified as noncurrent for all entities that present a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this update. The amendments in this update are effective for non-public entity financial statements issued for annual periods beginning after December 15, 2017, and interim periods with annual periods beginning after December 15, 2018. Earlier application is permitted for all entities as of the beginning

F-14

Table of Contents

EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements (Continued)

September 30, 2015 and September 30, 2016

(in thousands)

2. Summary of Significant Accounting Policies (Continued)

of an interim or annual reporting period. The amendments in this update may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. Management has elected to prospectively adopt this update early as of October 1, 2015. By adopting this update prospectively, prior periods were not retrospectively adjusted.

Sales Taxes

Upon collection of sales tax from revenue, the amount of sales tax is placed into an accrued liability account. This liability is then relieved when the payment is sent to the proper government jurisdiction.

Foreign Currency Translation and Transactions

The functional currency for the international subsidiaries is the local currency. Assets and liabilities are translated into U.S. Dollars using current rates of exchange, while revenues and expenses are translated at the weighted-average exchange rate for the period. The resulting translation adjustments are recorded in other comprehensive income/loss within shareholders equity.

The Predecessor recognized foreign currency transaction losses of $321 for the period from October 1, 2013 to January 15, 2014. Foreign currency transaction losses aggregated $8,363, $19,957 and $666 for the period from January 16, 2014 to September 30, 2014 and for the fiscal years ending September 30, 2015 and 2016, respectively, and are primarily included in General and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss.

Research and Development Costs

Research and development costs are expensed as incurred. The Predecessor recorded $6,728 of costs for the period from October 1, 2013 to January 15, 2014. The Company recorded $18,829, $25,909, and $22,897 of costs, respectively, for the period from January 16, 2014 to September 30, 2014 and for the fiscal years ending September 30, 2015 and 2016.

Equity-based Compensation

The Company measures the cost of awards of equity instruments to employees based on the grant-date fair value of the award. Given the absence of a public trading market for our common stock, the fair value of the common stock underlying our share-based awards was determined by our board, with input from management, in each case using the income and market valuation approach. Stock options are granted with exercise prices equal to or greater than the estimated fair market value on the date of grant as authorized by our compensation committee. The grant-date fair value is determined using the Black-Scholes model. The fair value, net of estimated forfeitures, is amortized as compensation cost on a straight-line basis over the vesting period primarily as a component of General and administrative expenses.

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EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements (Continued)

September 30, 2015 and September 30, 2016

(in thousands)

2. Summary of Significant Accounting Policies (Continued)

Earnings per Share

Basic earnings per common share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed based on the weighted average number of shares of common stock, plus the effect of diluted potential common shares outstanding during the period using the treasury stock method. Diluted potential common shares include outstanding stock options.

Retirement Benefits

The Company applies, ASC Topic 715, Compensation—Retirement Benefits , which requires the recognition in pension obligations and accumulated other comprehensive income of actuarial gains or losses, prior service costs or credits and transition assets or obligations that have previously been deferred. The determination of retirement benefit pension obligations and associated costs requires the use of actuarial computations to estimate participant plan benefits to which the employees will be entitled. The significant assumptions primarily relate to discount rates, expected long-term rates of return on plan assets, rate of future compensation increases, mortality, years of service, and other factors. The Company develops each assumption using relevant experience in conjunction with market-related data for each individual country in which such plans exist. All actuarial assumptions are reviewed annually with third-party consultants and adjusted as necessary. For the recognition of net periodic postretirement cost, the calculation of the expected return on plan assets is generally derived by applying the expected long-term rate of return on the market-related value of plan assets. The fair value of plan assets is determined based on actual market prices or estimated fair value at the measurement date.

Treated Water Outsourcing

Treated Water Outsourcing (TWO) is a joint venture between the Company and the Ondeo Nalco Company (Nalco) to sell water management equipment and services to industrial customers located throughout the United States.

The Company holds a 50% partnership interest and for the years ended September 30, 2014 and 2015, accounted for TWO under the equity method and did not consolidate the joint venture as the Company did not have a controlling financial interest based on the shared powers of both joint venture partners to direct the activities that most significantly impact TWO's financial performance. During the period October 1, 2013 through January 15, 2014 (Predecessor), dividends received were $250. Dividends received during the fiscal year ended 2014 and 2015, respectively, were $1,125 and $1,500. At September 30, 2015, the Company had an investment of $6,873 classified in Investment in affiliate on the Consolidated Balance Sheets. This Investment in affiliate was included within the Industrial segment.

On October 1, 2015, a change occurred in the partnership structure of TWO such that the Company is now obligated to absorb all risk of loss up to 100% of the joint venture partner's equity. As such, the accounting for the Company's 50% interest changed from equity method investment to full consolidation as a variable interest entity (VIE) under ASC 810, Consolidation .

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EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements (Continued)

September 30, 2015 and September 30, 2016

(in thousands)

2. Summary of Significant Accounting Policies (Continued)

The following provides a summary of the TWO as of September 30, 2016. The Company has not provided additional financial support to this entity which it is not contractually required to provide, and the Company does not have the ability to use the assets of TWO to settle obligations of the Company's other subsidiaries.


Current assets (including cash of $7,370)	$	9,048
Property, plant and equipment		8,481
Goodwill		2,206
Other noncurrent assets		8,229
Total liabilities	$	(16,684	)
Total revenue	$	16,351
Total operating expenses		(13,384	)

Income from operations	$	2,967

Recent Accounting Pronouncements

Accounting Pronouncements Not Yet Adopted

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) . ASU No. 2014-09 clarifies the principles for recognizing revenue when an entity either enters into a contract with customers to transfer goods or services or enters into a contract for the transfer of non-financial assets. The original standard was effective retrospectively for the Company for the quarter ending December 31, 2017; however in August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , which defers the effective date of ASU No. 2014-09 by one-year for all entities. The new standard will become effective retrospectively for the Company for the quarter ending December 31, 2018, with early adoption permitted, but not before the original effective date. Additionally, in March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) , in April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing , and in May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients , all of which provide additional clarification on certain topics addressed in ASU No. 2014-09. ASU No. 2016-08, ASU No. 2016-10 and ASU No. 2016-12 follow the same implementation guidelines as ASU No. 2014-09 and ASU No. 2015-14. The Company is currently assessing the impact adoption of this guidance will have on its consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . ASU No. 2016-02 requires recognition of operating leases as lease assets and liabilities on the balance sheet, and disclosure of key information about leasing arrangements. ASU No. 2016-02 will be effective retrospectively for the Company for the quarter ending December 31, 2019, with early adoption permitted. The Company is currently assessing the impact adoption of this guidance will have on its consolidated financial statements.

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EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements (Continued)

September 30, 2015 and September 30, 2016

(in thousands)

2. Summary of Significant Accounting Policies (Continued)

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) . This new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU No. 2016-15 will be effective for the Company for the quarter ending December 31, 2018, with early adoption permitted. The guidance should be applied retrospectively to all periods presented, unless deem impracticable, in which case prospective application is permitted. The Company is currently evaluating the potential impact of adoption on the Company's Consolidated Financial Statements.

In May 2017, the FASB issued ASU 2017-09, Scope of Modification Accounting , which amended Accounting Standards Code Topic 718. FASB issued ASU 2017-09 to reduce the cost and complexity when applying Topic 718 and standardize the practice of applying Topic 718 to financial reporting. The ASU was not developed to fundamentally change the definition of a modification, but instead to provide guidance for what changes would qualify as a modification. ASU No. 2017-09 will be effective for us for the quarter ending December 31, 2018. We are currently evaluating the potential impact of adoption on the Company's Consolidated Financial Statements.

3. Acquisitions and Divestitures

As discussed above, EWT acquired the Predecessor on January 15, 2014. The Acquisition was treated as a purchase transaction and the purchase price was allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. The purchase price totaled $730,577, net of cash received and was funded using the proceeds from a $560,400 debt placement (net of original issue discount and lender arrangement fees) as well as an equity investment. The equity was raised through the sale of 3.7 million shares of stock in the parent holding company, EWT Holdings I Corp, priced at $100 per share. The shares were sold at a 4.5% discount for total net proceeds of $353,350.

The excess of the purchase price over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed was recorded as goodwill. The goodwill is attributable to the assembled workforce and expected synergies among the acquired businesses.

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EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements (Continued)

September 30, 2015 and September 30, 2016

(in thousands)

3. Acquisitions and Divestitures (Continued)

The following table reflected the allocation of the purchase price as of January 15, 2014 to the tangible and intangible assets acquired and liabilities assumed, with the excess recorded as goodwill within the Industrial, Municipal and Product segments:


Working capital, net of $167,568 cash acquired	$	122,124
Property, plant and equipment		238,447
Identified intangible assets		285,716
Goodwill		122,778
Other non-current assets		26,665
Other non-current liabilities		(65,153	)

Total	$	730,577

During fiscal year 2015, the purchase price was finalized with the recording of certain pension liabilities, net of tax. The goodwill balance was adjusted to reflect this change.

In connection with the Acquisition and the acquisition financing, the Company recognized $10,121 in acquisition costs included in General and administrative expenses from the acquisition and $25,083 in capitalized financing fees.

Acquisitions support the Company's strategy of delivering a broad solutions portfolio with robust technology across multiple geographies and end markets. The following acquisitions were made during the year ended September 30, 2016:

On April 11, 2016, the Company acquired 100% of privately held Magneto, a leader in the development and manufacture of anodes for the electrochemical industry and refurbishment of electro chlorination cells for seawater electrolysis, for €23,400 (approximately $26,528). As a result of the acquisition, approximately $700 of acquisition costs were incurred which are included in General and administrative expenses. The company has approximately 120 employees across its two locations in Schiedam, the Netherlands and Suzhou, China. Magneto is included in the results of the Products segment of the Company.

On April 15, 2016, the Company acquired 100% of privately held Neptune-Benson, a leading manufacturer of high-quality water filtration and disinfection products for the recreational, industrial, and municipal water markets for $283,704, less cash received of $2,357, of which $185,000 was funded through newly acquired debt, $8,950 was contributed capital in the form of equity provided to the sellers, and the remaining was paid with cash. The Company incurred approximately $2,099 of acquisition costs, which are included in General and administrative expenses. The company has approximately 110 employees across its United States and Canadian locations. Neptune-Benson is included in the results of the Products segment of the Company. Our consolidated income statement for fiscal year 2016 included revenue and operating profit of $17,359 and $6,568, respectively, attributable to Neptune-Benson since the acquisition.

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EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements (Continued)

September 30, 2015 and September 30, 2016

(in thousands)

3. Acquisitions and Divestitures (Continued)

The following table presents the unaudited pro forma results for fiscal years 2015 and 2016. The unaudited pro forma financial information combines the results of operations of EWT and Neptune-Benson as though the Company had been combined as of the beginning of fiscal years 2015 and 2016, and the pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at such time. The unaudited pro forma results presented below include adjustments for increased fair value of acquired intangible assets and related amortization charges, acquisition costs and interest.

	Pro forma combined

	September 30, 2015			September 30, 2016
Total Revenues	$	1,116,701		$	1,171,389
Net income (loss) attributable to EWT Holdings I Corp.		(102,365	)		16,568

On July 1, 2016, the Company acquired essentially all of the assets of Valve and Filtration Systems, Ltd (VAF) through its recently acquired Neptune-Benson business for approximately $3,317; $2,667 cash at closing, in addition to earn out payments over the next five years. Included in consideration is $650, which represents the fair value of the earn outs at the date of the acquisition, with a maximum earnout payment of $1.0 million. VAF is a leading screen filtration manufacturer based in Arvada, Colorado, and has 12 employees. VAF's results are included within the Products segment.

On August 3, 2016, the Company acquired 100% of Delta Ultraviolet Corporation (Delta UV), a leading manufacturer and marketer of UV-C technology in North America, through the recently acquired Neptune-Benson business for $4,813. The Company incurred approximately $100 of acquisition costs, included in General and administrative expenses. Delta UV is based in Gardena, California and had 17 employees. Delta UV's results are included within the Products segment.

The above acquisitions were done to support the Company's growth plan. The opening balance sheets for the above acquisitions are as follows:



Current Assets	12,240		29,521		2,287		2,268		46,316
Property, plant and equipment	2,323		2,480		37		518		5,358
Goodwill	8,143		143,680		400		1,667		153,890
Other intangible assets	9,401		149,127		1,190		1,970		161,688
Other noncurrent assets	—		3,576		—		—		3,576

Total asset acquired	32,107		328,384		3,914		6,423		370,828
Total liabilities assumed	(5,579	)	(44,680	)	(597	)	(1,610	)	(52,466	)

Net assets acquired	26,528		283,704		3,317		4,813		318,362

On September 30, 2016, the Company sold the assets of an Industrial location in Vernon, California. The Company received $4,547 for this sale, and recognized a gain of $3,700 which is

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Table of Contents

EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements (Continued)

September 30, 2015 and September 30, 2016

(in thousands)

3. Acquisitions and Divestitures (Continued)

included as a gain on sale of assets within the Other operating income section of the Consolidated Statements of Operations and Comprehensive Loss. The major classes of assets and liabilities that were included in this sale were Receivables of $989, Property, plant and equipment of $717, Accrued expenses of $496 and Accounts Payable of $386.

4. Fair Value Measurements

As of September 30, 2015 and 2016, the fair values of cash and cash equivalents, accounts receivable and accounts payable approximate carrying values due to the short maturity of these items.

The Company measures the fair value of pension plan assets and liabilities, deferred compensation and plan assets and liabilities on a recurring basis pursuant to ASC Topic 820. ASC Topic 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:

Level 1: Quoted prices for identical instruments in active markets.

Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value driver is observable.

Level 3: Unobservable inputs in which little or no market data is available, therefore requiring an entity to develop its own assumptions.

The following table presents the Company's financial assets and liabilities at fair value. The fair values related to the pension assets are determined using net asset value (NAV) as a practical expedient, or by information categorized in the fair value hierarchy level based on the inputs used to determine fair value.

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EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements (Continued)

September 30, 2015 and September 30, 2016

(in thousands)

4. Fair Value Measurements (Continued)

	Net Asset Value		Quoted Market Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)

As of September 30, 2015
Assets:
Pension plan
Cash	$	—	$	12,640	$	—		$	—
Global securities		8,003		—		—			—
Global equity fund		2,401		—		—			—
Deferred compensation plan assets
Trust Assets		—		7,529		—			—
Insurance		—		—		9,924			—
Liabilities:
Pension plan		—		—		(27,044	)		—
Deferred compensation plan liabilities		—		—		(19,461	)		—
Long-term debt		—		—		(567,240	)		—
As of September 30, 2016
Assets:
Pension plan
Cash	$	—	$	15,048	$	—		$	—
Government Securities		3,240		—		—			—
Liability Driven Investment		3,051		—		—			—
Guernsey Unit Trust		819		—		—			—
Global Absolute Return		2,028		—		—			—
Deferred compensation plan assets
Trust Assets				2,145		—			—
Insurance				—		15,918			—
Liabilities:
Pension plan		—		—		(36,944	)		—
Deferred compensation plan liabilities		—		—		(20,080	)		—
Long-term debt		—		—		(771,560	)		—

Long-term debt is accounted for at book value.

The pension plan assets and liabilities and deferred compensation assets and liabilities are included in Other non-current assets and Other non-current liabilities at September 30, 2015 and 2016.

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EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements (Continued)

September 30, 2015 and September 30, 2016

(in thousands)

5. Accounts Receivable

Accounts receivable are summarized as follows:

	September 30, 2015			September 30, 2016

Accounts Receivable	$	162,063		$	189,573
Allowance for Doubtful Accounts		(1,572	)		(4,784	)

	$	160,491		$	184,789

The movement in the allowance for doubtful accounts was as follows:

	Predecessor			Successor

	October 1, 2013 through January 15, 2014			January 16, 2014 through September 30, 2014			September 30, 2015			September 30, 2016


Balance at beginning of period	$	(6,882	)	$	—		$	(869	)	$	(1,572	)
Charged to costs and expenses		(485	)		(573	)		(779	)		(3,219	)
Write-offs		850			—			228			74
Foreign currenty and other		121			(296	)		(152	)		(67	)

Balance at end of period	$	(6,396	)	$	(869	)	$	(1,572	)	$	(4,784	)

6. Inventories

The major classes of inventory, net are as follows:

	September 30, 2015			September 30, 2016

Raw materials and supplies	$	47,100		$	60,363
Work in progress		12,838			17,039
Finished goods and products held for resale		33,834			39,961
Costs of unbilled projects		5,861			5,825
Advance payment from customers		(1,919	)		(655	)
Reserves for excess and obsolete		(5,103	)		(10,141	)

	$	92,611		$	112,392

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EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements (Continued)

September 30, 2015 and September 30, 2016

(in thousands)

6. Inventories (Continued)

The following is the activity in our reserves for excess and obsolete inventory:

	Predecessor			Successor

	October 1, 2013 through January 15, 2014			January 16, 2014 through September 30, 2014			September 30, 2015			September 30, 2016


Balance at beginning of period	$	(16,394	)	$	—		$	(1,677	)	$	(5,103	)
Additions charged to expense		(339	)		(1,545	)		(3,888	)		(5,711	)
Write-offs		—			—			1,149			739
Other		—			(132	)		(687	)		(66	)

Balance at end of period	$	(16,733	)	$	(1,677	)	$	(5,103	)	$	(10,141	)

7. Property, Plant, and Equipment

Property, plant, and equipment consists of the following:

	September 30, 2015			September 30, 2016

Machinery and equipment	$	216,282		$	264,302
Land and buildings		79,637			79,423
Construction in process		20,664			27,388

		316,583			371,113
Less: accumulated depreciation		(80,755	)		(114,348	)

	$	235,828		$	256,765

Depreciation expense, including depreciation expense for capital leases, was $14,934 in the period from October 1, 2013 to January 15, 2014 (Predecessor). Depreciation expense was $41,722 in the period January 16, 2014 to September 30, 2014 (Successor) and was $43,457 and $51,104 for the fiscal years ended September 30, 2015 and 2016, respectively. Maintenance and repair expense was $4,932 in the period from October 1, 2013 to January 15, 2014 (Predecessor). Maintenance and repair expense was $14,970 in the period January 16, 2014 to September 30, 2014 (Successor) and was $20,761 and $22,504 for the fiscal years ended September 30, 2015 and 2016, respectively.

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EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements (Continued)

September 30, 2015 and September 30, 2016

(in thousands)

8. Goodwill

Changes in the carrying amount of goodwill are as follows:

	Predecessor			Successor

	October 1, 2013 through January 15, 2014			January 16, 2014 through September 30, 2014			Year ended September 30, 2015			Year ended September 30, 2016


Goodwill	$	321,203		$	—		$	121,417		$	113,583
Accumulated Impairment Loss		(50,021	)		—			—			—

Balance at beginning of period		271,182			—			121,417			113,583
Business combinations		—			122,778			—			153,890
Measurement period adjustment		—			—			(2,114	)		(247	)
Foreign currency translation		(69	)		(1,361	)		(5,720	)		417

Balance at end of period	$	271,113		$	121,417		$	113,583		$	267,643

The adjustment for the year ended September 30, 2015 is related to the finalization of the valuation of the United Kingdom (UK) pension plan assets and liabilities, including consideration of deferred taxes in connection with the AEA acquisition.

As of September 30, 2015 and 2016, $36,350 and $129,083, respectively, of goodwill is deductible for tax purposes.

The Company reviewed the recoverability of the carrying value of goodwill at its reporting units. As the fair value of the Company's reporting units was determined to be in excess of the carrying values at July 1, 2015 and 2016 no further analysis was performed.

9. Other Intangible Assets

Intangible assets consist of the following:

		September 30, 2015

	Estimated Life (years)	Carrying Amount		Accumulated Amortization			Net
Amortizing intangible assets
Customer related	5 - 16	$	126,670	$	(13,937	)	$	112,733
Proprietary technology	10		25,813		(4,410	)		21,403
Trademark	10		7,940		(1,357	)		6,583
Backlog	1		80,863		(80,863	)		—
Licenses	3		9,524		(5,081	)		4,443
Other	4		1,366		(598	)		768

Total amortizing intangible assets			252,176		(106,246	)		145,930
Indefinite-lived intangible assets			34,207		—			34,207

Total intangible assets		$	286,383	$	(106,246	)	$	180,137

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Table of Contents

EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements (Continued)

September 30, 2015 and September 30, 2016

(in thousands)

9. Other Intangible Assets (Continued)

		September 30, 2016

	Estimated Life (years)	Carrying Amount		Accumulated Amortization			Net
Amortizing intangible assets
Customer related	5 - 26	$	264,415	$	(24,570	)	$	239,845
Proprietary technology	10		36,827		(7,453	)		29,374
Trademark	10 - 15		20,345		(2,517	)		17,828
Backlog	1		80,084		(80,084	)		—
Licenses	3		9,524		(8,002	)		1,522
Other	4		1,604		(902	)		702

Total amortizing intangible assets			412,799		(123,528	)		289,271
Indefinite-lived intangible assets			34,207		—			34,207

Total intangible assets		$	447,006	$	(123,528	)	$	323,478

The Company's indefinite-lived intangible asset relate to Federal hazardous waste treatment management permits obtained for locations operated by the Industrial segment. The permits are considered perpetually renewable.

The Company performs an indefinite-lived intangible asset impairment analysis on an annual basis during the fourth quarter of the fiscal year and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company assessed the carrying value of the permits at the Industrial segment using a qualitative analysis outlined in ASU No. 2012-02 to determine whether the existence of events or circumstances would lead to the conclusion that it is more likely than not that the fair values of the permits are less than the carrying amounts. Events and circumstances considered in this review included macroeconomic conditions, new competition, financial performance of the businesses which utilize the permits and other financial and non-financial events. Based on these factors, the Company concluded the fair value of the permits were not more likely than not less than the carrying amounts.

For the amortizing intangible assets, the remaining weighted-average amortization period for aggregate net intangible assets at September 30, 2016 is 13.6 years. The weighted average amortization period for Customer-related intangibles, Proprietary technology, Trademarks, Licenses and Other was 18 years, 9 years, 12 years, 1 year and 2 years, respectively.

Intangible asset amortization was $5,003 for the period from October 1, 2013 to January 15, 2014 (Predecessor) and $98,211 in the period from January 16, 2014 to September 30, 2014 (Successor).

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Table of Contents

EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements (Continued)

September 30, 2015 and September 30, 2016

(in thousands)

9. Other Intangible Assets (Continued)

Intangible asset amortization was $14,682 and $18,185 for the Company for the fiscal years ended September 30, 2015 and 2016, respectively. The estimated future amortization expense is as follows:

	Amount

Fiscal Year
2017	$	20,261
2018		19,106
2019		18,859
2020		18,534
2021		18,413
Thereafter		228,305

Total	$	323,478

10. Debt

Long-term debt consists of the following:

	September 30, 2015			September 30, 2016

First Lien Term Facility, due January 15, 2021	$	496,163		$	491,113
Second Lien Term Facility, due January 15, 2022		75,000			75,000
Incremental First Lien Facility, due January 15, 2021					184,075
Revolving Credit Facility, due January 15, 2019					18,000
Notes Payable, due June 30, 2018 to July 31, 2023					11,223

Total debt		571,163			779,411
Less unamortized discount and lender fees		(19,081	)		(21,255	)

Total net debt		552,082			758,156
Less current portion		(5,050	)		(30,024	)

Total long-term debt	$	547,032		$	728,132

Term Facilities and Revolving Credit Facility

On January 15, 2014, EWT Holdings III Corp. entered into First and Second Lien Term Loan Agreements (the "Term Loan Agreements") among the Company, the lenders party thereto and Credit Suisse AG as Administrative Agent and Collateral Agent. The Term Loan Agreements provided seven-year term loan facilities, consisting of the First Lien Term Loan and Second Lien Term Loan in aggregate principal amounts of $505,000 and $75,000, respectively. The First Lien Term Loan Agreement also made available to the Company a $75,000 revolving credit facility ("The Revolver"), which contains a Letter of Credit sub-facility up to $35,000. The First and Second Lien borrowings were issued at a discount to face value of .5% aggregating $2,900 and net of lender arrangement fees aggregating $16,700. Additional capitalized financing fees, including lender fees paid for the Revolving

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Table of Contents

EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements (Continued)

September 30, 2015 and September 30, 2016

(in thousands)

10. Debt (Continued)

Credit Facility placement, aggregated $5,483. Both of these amounts are included as a contra liability to debt of $19,081 and $15,556, net of amortization, at September 30, 2015 and 2016, respectively.

The First Lien Term Loan bears interest based on a variable rate subject to a 1% floor + 3.75% spread. As of September 30, 2016, the applicable First Lien Term Loan interest rate was 4.75%. First Lien principal and interest is payable in quarterly installments, with quarterly principal reductions of $1,263, and the balance due at maturity. The Second Lien Term Loan bears interest at 8.5% payable quarterly with the principal balance due at maturity.

In April, 2016 the Company issued an Incremental First Lien Term Loan (the "Incremental First Lien"), in an aggregate principal amount of $185,000, with a 1% discount. The Company also incurred $6,296 of financing fees related to this debt, $1,850 related to the 1% discount and $4,446 related to additional capitalized financing fees. Both of these amounts are included as a contra liability to debt and total $5,689 net of amortization at September 30, 2016.

The proceeds of the Incremental First Lien facility were used to finance the acquisition of Neptune-Benson. The Incremental First Lien bears interest based on a variable rate subject to a 1% floor + 4.5% spread, with quarterly interest payments and principal reductions of $462.5 through maturity. As of September 30, 2016, the applicable Incremental First Lien interest rate was 5.5%. The incremental Term Loan is coterminous with the existing First and Second Lien Term Loan facilities.

As of September 30, 2015 and 2016, the Company had outstanding revolver borrowings of $0 and $18,000, respectively with an unused portion of $75,000 and $57,000, respectively. Borrowings under the facility at September 30, 2015, would have incurred interest at a rate of 3.58% (LIBOR plus 325 basis points). The weighted average interest rate on the outstanding borrowing as of September 30, 2016 was 4.66%. Borrowings under the Revolving Credit Facility bear interest at variable rates plus a margin ranging from 225 to 325 basis points, dependent on the Company's leverage ratio and Variable Rate selected.

The Company has borrowing availability under the Revolving Credit Facility of $75,000, reduced for outstanding letter of credit guarantees. Such letter of credit guarantees are subject to a $35,000 sublimit within the Revolving Credit Facility. The Company's outstanding letter of credit guarantees under this agreement aggregated approximately $20,238 and $9,742 at September 30, 2015 and 2016, respectively. The Company has issued additional letters of credit of $8,386 under a separate arrangement.

The Term Loan Agreements contain limitations on incremental borrowings, are subject to leverage ratios and allow for prepayment. Under certain circumstances beginning with fiscal 2015 results of operations, the Company may be required to remit excess cash flows as defined based upon exceeding certain leverage ratios. The Company did not exceed such ratios during fiscal 2016, does not anticipate exceeding such ratios during 2017, and therefore does not anticipate any additional repayments during 2017.

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EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements (Continued)

September 30, 2015 and September 30, 2016

(in thousands)

10. Debt (Continued)

Notes Payable

As of September 30, 2016, the Company had notes payable in an aggregate outstanding amount of $11,223, with interest rates ranging from 6.26% to 7.39%, and due dates ranging from June 30, 2018 to July 31, 2023. These notes are related to certain equipment related contracts and are secured by the underlying equipment and assignment of the related contracts.

Repayment Schedule

Aggregate maturities of all long-term debt, including current portion of long-term debt and excluding capital lease obligations as of September 30, 2016, are presented below:


Fiscal Year
2017			30,024
2018			10,893
2019			7,421
2020			7,320
2021			723,035
Thereafter			718

Total			779,411

11. Product Warranties

The Company accrues warranty obligations associated with certain products as revenue is recognized. Provisions for the warranty obligations are based upon historical experience of costs incurred for such obligations, adjusted for site-specific risk factors and as necessary, for current conditions and factors. There are significant uncertainties and judgments involved in estimating warranty obligations, including changing product designs, differences in customer installation processes and future claims experience which may vary from historical claims experience.

A reconciliation of the activity related to the accrued warranty, including both the current and long-term portions, is as follows:



	Predecessor			Successor
	Predecessor			Successor
	October 1, 2013 through January 15, 2014			October 16, 2014 through September 30, 2014			Year ended September 30, 2015			Year ended September 30, 2016


Balance at beginning of the period	$	44,861		$	—		$	38,947		$	31,758
Business combination recognition		—			45,187			—			—
Warranty provision for sales		5,354			6,376			6,646			8,994
Settlement of warranty claims		(4,764	)		(13,119	)		(12,199	)		(15,785	)
Foreign currency and other		(264	)		503			(1,636	)		(1,658	)

Balance at end of the period	$	45,187		$	38,947		$	31,758		$	23,309

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EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements (Continued)

September 30, 2015 and September 30, 2016

(in thousands)

11. Product Warranties (Continued)

The decline in accrued warranty over the periods presented is attributable to improved product quality and better project execution, as well as the expiration of warranty periods for certain specific exposures related to discontinued products.

12. Restructuring and Related Charges

To better align its resources with its growth strategies and reduce the cost structure, the Company commits to restructuring plans as necessary. The Company initiated a Voluntary Separation Plan (VSP) during the year ended September 30, 2016. The VSP plan includes severance payments to employees as a result of streamlining business operations for efficiency, elimination of redundancies, and reorganizing business processes. The table below sets forth the amounts accrued for the restructuring components and related activity:



	Predecessor			Successor
	Predecessor			Successor
	October 1, 2013 through January 15, 2014			January 16, 2014 through September 30, 2014			Year ended September 30, 2015			Year ended September 30, 2016


Balance at beginning of the period	$	1,536		$	—		$	3,640		$	1,814
Business combination recognition		—			677			—			—
Restructuring charges		137			4,422			6,526			29,959
Write off charge and other non-cash activity		(18	)		—			(1,616	)		(166	)
Cash payments		(968	)		(1,426	)		(6,606	)		(18,403	)
Other adjustments		(10	)		(33	)		(130	)		13

Balance at end of the period	$	677		$	3,640		$	1,814		$	13,217

The balances for accrued restructuring liabilities at September 30, 2015 and 2016 are recorded in Accrued expenses and other liabilities. The amount of $677 reflected above as of January 15, 2014 represents the remaining Predecessor restructuring liability assumed by the Company at Acquisition. Restructuring charges primarily represent severance charges. For the period from January 16, 2014 to September 30, 2014, $1,851 are included in Cost of product sales and services, $1,900 are included in General and administrative expenses and $671 are included in Marketing and selling. For the year ending September 30, 2015, $5,874 are included in Cost of product sales and services, $279 are included in General and administrative expenses, $14 are included in Marketing and selling expenses and $359 are included in Other operating expense. For the year ended September 30, 2016, $14,611 are included in Cost of product sales and services, $8,045 are included in General and administrative expenses, $1,712 are included in Research and development, and $5,591 are included in Marketing and selling. The Company expects to pay out the remaining amounts accrued as of September 30, 2016 during the year ending September 30, 2017, in addition to incurring another $10,309 during that same time period related to the VSP. The Company continues to evaluate restructuring activities that may result in additional charges in the future.

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EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements (Continued)

September 30, 2015 and September 30, 2016

(in thousands)

13. Employee Benefit Plans

The Company maintains multiple employee benefit plans.

The Predecessor's eligible U.S and non-U.S. employees participated in Siemens' defined pension plans and the plan's aggregate assets and liabilities were combined with those related to other Siemens' businesses. Pension expenses were determined on a multiemployer plan basis and were included in Other operating expense in the Consolidated Statements of Operations and Comprehensive Loss. Retirement plan expenses allocated to the Predecessor amounted to $1,123 for the period from October 1, 2013 to January 15, 2014.

Certain of the Company's employees in the UK were participants in a Siemen's defined benefit plan established for employees of a UK-based operation acquired by Siemens in 2004. The plan was frozen with respect to future service credits for active employees, however the benefit formula recognized future compensation increases. The Company agreed to establish a replacement defined benefit plan, with the assets of the Siemens scheme transferring to the new scheme on April 1, 2015. Assets transferred amounted to $10,692 offset by $8,723 of plan liabilities. Siemens has also agreed to retain the pension obligation for inactive vested participants.

The Company's employees in Germany also participate in a defined benefit plan. Assets equaling the plan's accumulated benefit obligation were transferred to a German defined benefit plan sponsored by the Company upon the acquisition of EWT from Siemens. The German entity also sponsors a defined benefit plan for a small group of employees located in France.

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EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements (Continued)

September 30, 2015 and September 30, 2016

(in thousands)

13. Employee Benefit Plans (Continued)

The changes in projected benefit obligations, plan assets and the funded status of the defined benefit plans as of and for the fiscal year ending September 30, 2015 and 2016, respectively, are as follows:

	UK & German Plans			UK & German Plans

	2015			2016
Change in projected benefit obligation
Projected benefit obligation at prior year measurement date	$	19,930		$	27,044
Service cost		837			829
Interest cost		589			728
Transfer of benefit obligations from predecessor		8,723			—
Actuarial (gains) losses		(1,118	)		9,723
Benefits paid from company assets		(54	)		(16	)
Foreign currency exchange impact		(1,863	)		(1,364	)

Projected benefit obligation at measurement date		27,044			36,944
Change in plan assets
Fair value of assets at prior year measurement date		13,837			23,044
Actual return on plan assets		(485	)		2,437
Transfer of assets by predecessor		10,692			—
Benefits paid		—			(13	)
Employer contribution		250			205
Foreign currency exchange impact		(1,250	)		(1,487	)

Fair value of assets at measurement date		23,044			24,186

Funded status and amount recognized in assets and liabilities	$	(4,000	)	$	(12,758	)



Amount recognized in assets and liabilities
Other non-current assets	$	2,414		$	1,794
Other non-current liabilities	$	(6,414	)	$	(14,552	)
Amount recognized in accumulated other comprehensive loss, before taxes
Actuarial loss	$	2,275		$	9,926

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EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements (Continued)

September 30, 2015 and September 30, 2016

(in thousands)

13. Employee Benefit Plans (Continued)

The following table provides summary information for the German plan where the projected benefit obligation and accumulated benefit obligation are in excess of plan assets:

	2015		2016

Projected benefit obligation	$	18,975	$	27,361
Accumulated benefit obligation		16,625		24,117
Fair value of plan assets		12,561		12,809

The weighted average assumptions in the following table represent the rates used to develop the actuarial present value of the projected benefit obligation for the year indicated as well as net periodic pension cost for the following year. The discount rate is based on settling the obligation with high grade, high yield corporate bonds, and the rate of compensation increase is based upon actual experience. The expected return on assets is based on historical performance as well as expected future rates of return on plan assets considering the current investment portfolio mix and the long-term investment strategy.

	2015	2016

Discount rate	2.50% - 4.15%	1.20% - 2.60%
Expected long-term rate of return on plan assets	1.25% - 3.57%	1.25% - 2.63%
Salary scale	2.25% - 4.80%	2.25% - 4.75%
Pension increases	1.00% - 3.20%	1.00% - 3.15%

The Plan trustees for the UK and German pension plans have established investment policies and strategies. In 2016 the UK Pension Committee established and implemented a liability driven investment approach to take advantage of, and seeking to protect, its well-funded status. The German pension fund committee has determined a direction on an investment manager who will provide advice on pension asset allocation as well as implement investment solutions.

The company elected to early adopt ASU 2015-07, Disclosures for investments in certain entities that calculate net asset value per share (or its equivalent) , during the year ended September 30, 2016 and applied this retrospectively. ASU 2015-07 permits a reporting entity to measure the fair value of certain investments it owns using the net asset value (NAV) per share of the investment, or the 'practical expedient'. The purpose of this update is to develop a reporting methodology that is consistent across all reporting entities. See footnote four, Fair Value, for disclosure of the plan assets under ASU 2015-07.

Through a trust arrangement, the German plan assets are held in cash at a German bank.

The actual overall asset allocation for the UK pension plan as compared to the investment policy goals as of September 30, 2016 was as follows:



Asset Category
Equity	23.5	%	25	%
Index-linked gilts	76.5	%	55	%
Cash	0	%	20	%

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Table of Contents

EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements (Continued)

September 30, 2015 and September 30, 2016

(in thousands)

13. Employee Benefit Plans (Continued)

Pension expense for the German and UK plans were as follows:

				Year ended September 30, 2015			Year ended September 30, 2016

	January 16, 2014 through September 30, 2014			Year ended September 30, 2015			Year ended September 30, 2016
	January 16, 2014 through September 30, 2014			UK & German Plans			UK & German Plans
	German Plan			UK & German Plans			UK & German Plans
Service cost	$	619		$	837		$	829
Interest cost		362			589			728
Expected return on plan assets		(176	)		(407	)		(481	)
Amortization of actuarial losses		—			137			128

Pension expense for defined benefit plans	$	805		$	1,156		$	1,204

Benefits expected to be paid to participants of the plans are:

	UK & German Plans

Fiscal Year
2017	$	374
2018		115
2019		156
2020		262
2021		305
Five years thereafter		3,451

The Company maintains a defined contribution 401(k) plan, which covers all U.S.-based employees who meet certain age and length of service requirements. Plan participants can elect to defer pre-tax compensation through payroll deductions. These deferrals are regulated under Section 401(k) of the Internal Revenue Code. The Company matches 100% of eligible participants' deferrals that do not exceed 6% of their pay (subject to limitations imposed by the Internal Revenue Code). The Company's matching contributions were $7,383 for the period January 16, 2014 through September 30, 2014 and $11,141 and $12,382 for the years ending September 30, 2015 and 2016, respectively.

The Predecessor also provided retirement benefits to eligible U.S.-based employees through Siemens' defined contribution retirement plan that included a 401(k) plan and certain non-qualified deferred compensation plans. The defined contribution retirement plan had matching and savings elements. Matching contributions were based on employees' savings with no other funding requirements and were $3,771 for the period from October 1, 2013 to January 15, 2014. The participant's retirement accounts were rolled over into a defined contribution plan sponsored by the Company upon acquisition. Benefits were fully vested upon transfer.

The majority of the UK employees participated in a defined contribution plan maintained by the Company. Contributions made to the Company's plan were $3,771 for the period from October 1, 2013 to January 15, 2014 and were $707 and $821 for the years ending September 30, 2015 and 2016, respectively.

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EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements (Continued)

September 30, 2015 and September 30, 2016

(in thousands)

13. Employee Benefit Plans (Continued)

Deferred Compensation

On April 1, 2014, the Company adopted a non-qualified deferred compensation plan for certain highly compensated employees. The Plan matches on a dollar-for-dollar basis, up to the first 6% of a participants' pay. The Company's obligation under the plan represents an unsecured promise to pay benefits in the future. In the event of bankruptcy or insolvency of the Company, assets of the plan would be available to satisfy the claims of general creditors. To increase the security of the participants' deferred compensation plan benefits, the Company has established and funded a grantor trust (known as a rabbi trust). The rabbi trust is specifically designed so that assets are available to pay plan benefits to participants in the event the Company is unwilling or unable to pay the plan benefits for any reason other than bankruptcy or insolvency. As a result, the Company is prevented from withdrawing or accessing assets for corporate needs. Plan participants choose to receive a return on their account balances equal to the return on the various investment options. The rabbi trust assets are primarily invested in mutual funds and insurance contracts of which the rabbi trust is the owner and beneficiary.

Health Benefit Plan

The Company maintains a qualified employee health benefit plan in the U.S. and is self-funded by the Company with respect to claims up to a certain amount. The plan requires contributions from eligible employees and their dependents.

14. Income Taxes

The Predecessor U.S. and non-U.S. operations were part of Siemens and were included in certain of Siemens' consolidated income tax returns. The tax provisions of the Predecessor were prepared on a stand-alone basis, as if the Predecessor was a separate group of companies under common ownership. The Predecessor assumes that, in the event a tax attribute was utilized by Siemens on a consolidated or combined return, the Predecessor has realized the benefits of the tax attribute and records the utilization as a current benefit and a transfer to Siemens. The operations were combined as if the Predecessor was filing on a consolidated basis for federal and state income tax purposes. The non-U.S. tax provision was determined on a stand-alone basis for each non-U.S. affiliate.

As of September 30, 2014, 2015, and 2016, undistributed earnings of non-U.S. affiliates were approximately $0, $0 and $2,170, respectively, which are considered permanently invested with no deferred taxes provided. Because the Company does not have any plans to repatriate the funds, the Company cannot determine the impact of local taxes, withholding taxes and foreign tax credits associated with the future repatriation of such earnings and, therefore, cannot reasonably estimate the associated tax liability.

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Table of Contents

EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements (Continued)

September 30, 2015 and September 30, 2016

(in thousands)

14. Income Taxes (Continued)

For financial reporting purposes, loss before income taxes includes the following components:

	Predecessor			Successor

	October 1, 2013 through January 15, 2014			January 16, 2014 through September 30, 2014			Year ended September 30, 2015			Year ended September 30, 2016


United States	$	(2,157	)	$	(99,882	)	$	(33,360	)	$	(1,941	)
Rest of World		(1,318	)		(46,340	)		(4,786	)		(3,422	)

Total	$	(3,475	)	$	(146,222	)	$	(38,146	)	$	(5,363	)

The components of income tax expense (benefit) were as follows:

	Predecessor			Successor

	October 1, 2013 through January 15, 2014			January 16, 2014 through September 30, 2014			Year ended September 30, 2015			Year ended September 30, 2016


Current:
Federal	$	967		$	—		$	—		$	—
State		177			—			(131	)		678
Rest of World		293			3,951			2,782			2,143

		1,437			3,951			2,651			2,821
Deferred:
Federal		(1,029	)		(31,744	)		34,789			(18,638	)
State		(188	)		(5,789	)		6,243			(1,402	)
Rest of World		(1,393	)		(14,883	)		4,222			(1,175	)

		(2,610	)		(52,416	)		45,254			(21,215	)

Total tax (benefit) expense	$	(1,173	)	$	(48,465	)	$	47,905		$	(18,394	)

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EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements (Continued)

September 30, 2015 and September 30, 2016

(in thousands)

14. Income Taxes (Continued)

A reconciliation of income tax expense and the amount computed by applying the statutory federal income tax rate of 35% to income from operations before income taxes was as follows:

	Predecessor			Successor

	October 1, 2013 through January 15, 2014			January 16, 2014 through September 30, 2014			Year ended September 30, 2015			Year ended September 30, 2016


Income tax benefit at the federal statutory rate	$	(1,213	)	$	(51,280	)	$	(13,058	)	$	(1,877	)
State and local income taxes, net of federal tax benefit		24			(3,763	)		(112	)		791
Foreign tax rate differential (based on local statutory rates ranging from 17% to 30%)		337			5,316			399			(272	)
Contingent liabilities—warranty		—			—			(1,651	)		(236	)
Contingent liabilities—long-term disability		—			—			(670	)		(189	)
Transaction expense		—			834			—			—
Interest expense		—			—			—			1,141
Meals and entertainment expense		140			419			518			601
Other permanent differences		—			—			—			(872	)
Provision to return adjustments		—			—			(1,112	)		(168	)
Valuation allowances		—			—			63,470			(17,714	)
Other		(461	)		9			121			401

Total	$	(1,173	)	$	(48,465	)	$	47,905		$	(18,394	)

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EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements (Continued)

September 30, 2015 and September 30, 2016

(in thousands)

14. Income Taxes (Continued)

Significant components of deferred tax assets and liabilities were as follows:

	September 30, 2015			September 30, 2016

Receivable allowances	$	451		$	759
Reserves and accruals		14,670			28,457
Inventory valuation and other assets		10,091			10,018
Investment in partnership		1,250			916
Fixed assets		1,841			—
Intangibles		14,738			—
Other		1,331			1,027
Net operating loss carryforwards		16,374			29,158

Total deferred tax assets		60,746			70,335
Goodwill		1,046			3,476
Fixed assets					11,963
Intangibles					15,613

Total deferred tax liabilities		1,046			31,052

Net deferred tax assets	$	59,700		$	39,283
Valuation allowance against net deferred tax assets		(63,268	)		(47,846	)

Net deferred tax liability	$	(3,568	)	$	(8,563	)

We have income tax NOL carryforwards related to our operations of approximately $62,700 Federal, $25,900 state, and $23,900 of foreign income tax NOL carryforwards related to our operations. Approximately $93,100 will expire between 2019 and 2036 and $19,300 which has an indefinite carryforward period. We have recorded a deferred tax asset of $29,200 which has a full valuation allowance.

As required by U.S. GAAP, management assesses the available positive and negative evidence to estimate whether sufficient taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended September 30, 2016. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth.

For the year ended September 30, 2014, the Company did not have a valuation allowance. In 2015, after considering all available evidence, both positive and negative, management determined that a full valuation allowance was necessary in certain jurisdictions as of September 30, 2015. Positive evidence included management's projections of scheduled growth as well as scheduling the reversal of timing differences to generate future taxable income. Negative evidence evaluated was the cumulative loss incurred over the three years ended September 30, 2015 in the jurisdictions where the Company operates. In 2016, the deferred tax assets subject to a valuation allowance decreased by $15,422. The reduction in the valuation allowance during the year ended September 30, 2016 was attributable to the

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Table of Contents

EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements (Continued)

September 30, 2015 and September 30, 2016

(in thousands)

14. Income Taxes (Continued)

change in deferred tax liabilities as a result of the acquisition of Neptune Benson on April 15, 2016. These deferred tax liabilities will generate additional taxable income in the future which will result in additional deferred tax assets to be realized. The Company evaluated the future reversals of the taxable temporary differences and confirmed that the reversal coincides with the reversal of the deferred tax asset. Therefore, the Company determined that it was appropriate to offset its existing deferred tax assets against the acquired gross deferred tax liability and as a result released the valuation allowance.

As of September 30, 2016 the company maintains a full valuation allowance against its net deferred tax assets in the US, Germany, Italy, Netherlands, and the UK. The valuation allowance at September 30, 2015 and September 30, 2016 was $63,268 and $47,846 respectively.

The following is the activity in our valuation allowance for the years ended September 30, 2015 and 2016 respectively:



Balance at beginning of period	—		(63,268	)
Valuation allowances established	(63,268	)	—
Release of valuation allowances	—		15,422

Balance at end of period	(63,268	)	(47,846	)

The Company utilizes the 'more likely than not" standard in recognizing a tax benefit in its financial statements. At September 30, 2016, the Company did not have any unrecognized tax benefits, nor did it record interest or penalties associated with unrecognized tax benefits. If accrual for interest or penalties is required, it is the Company's policy to include these as a component of tax expense.

No provision was made for U.S. income taxes on the undistributed earnings of non-U.S. subsidiaries because these earnings are intended to be indefinitely reinvested outside the United States. These earnings would become subject to income tax if they were remitted as dividends, were loaned to the Company or a U.S. affiliate, or if the Company were to sell its ownership interest in the subsidiaries. Determination of the amount of unrecognized deferred U.S. income tax liability on these indefinitely reinvested unremitted earnings is not practicable.

We are subject to taxation in the United States as well as various states and foreign jurisdictions. As of September 30, 2016, tax years for fiscal years 2014 and 2015 are subject to examination by the tax authorities.

15. Stock Option Plan

The Company established the EWT Holdings I Corp. Stock Option Plan shortly after the acquisition date of January 16, 2014. The plan allows certain management employees to purchase shares in EWT Holdings I Corp. and is designed to attract and retain employees while also aligning employees' interests with the interests of the Company's shareholders. In addition, members of the Company's Board of Directors participate in the stock option plan in connection with their service on the Company's Board. Under the EWT Holdings I Corp. Stock Option Plan, the number of shares

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Table of Contents

EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements (Continued)

September 30, 2015 and September 30, 2016

(in thousands)

15. Stock Option Plan (Continued)

available for award was 411,111. As of September 30, 2016, there were approximately 76,983 shares available for future grants.

Option awards are granted at various times during the fiscal year, vest ratably at 25% per year, and are exercisable at the time of vesting. The options granted have a ten year contractual term.

A summary of the stock option activity as of and for the periods ending September 30, 2014, 2015 and 2016 is presented below:

	2014						2015						2016

Options	Shares			Weighted average exercise price		Weighted average remaining contractual term	Shares			Weighted average exercise price		Weighted average remaining contractual term	Shares			Weighted average exercise price		Weighted average remaining contractual term
Outstanding at beginning of period								140,151		$	125.00	8.8 yrs		297,702		$	125.00	8.8 yrs
Granted		149,401		$	125.00			161,457			125.00			45,288			175.79
Exercised		—			—			—			—			—			—
Forfeited		(9,250	)		125.00			(3,906	)		125.00			(8,862	)		134.28
Expired		—			—			—			—			—			—
Outstanding at end of period		140,151			125.00	9.5 yrs		297,702			125.00	8.8 yrs		334,128			131.64	7.6 yrs
Options exercisable at end of period		—			125.00			38,196			125.00	7.7 yrs		114,101			125.00	7.7 yrs

A summary of the status of the Company's non-vested shares as of, and for the periods ended, September 30, 2014, 2015 and 2016 is presented below:

	2014					2015					2016

Nonvested Shares	Shares			Weighted Average Grant Date Fair Value		Shares			Weighted Average Grant Date Fair Value		Shares			Weighted Average Grant Date Fair Value
Nonvested at beginning of period		—					140,151			23.58		253,731		$	25.67
Granted		149,401			23.58		161,457			27.48		45,288			53.06
Vested		—					(43,971	)		25.83		(70,130	)		25.39
Forfeited		(9,250	)		23.58		(3,906	)		23.58		(8,862	)		33.21
Nonvested at end of period		140,151			23.58		253,731			25.67		220,027			31.09

The weighted average grant date fair value for the options granted during the year was $27.48 and $53.06, for the periods ending September 30, 2015 and 2016, respectively. The total fair value of options vested during the year was $1,135 and $1,786 for the periods ending September 30, 2015 and 2016, respectively. The aggregate intrinsic value of vested and exercisable and outstanding stock options at September 30, 2015 and 2016 was $9,800 and $2,900, respectively.

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EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements (Continued)

September 30, 2015 and September 30, 2016

(in thousands)

15. Stock Option Plan (Continued)

Expense Measurement and Recognition

The Company recognizes share-based compensation for all current award grants and, in future periods, will recognize compensation costs for the unvested portion of previous award grants based on grant date fair values. Unrecognized costs related to share-based awards outstanding at September 30, 2016 totaled approximately $4,900 and are expected to be recognized over a period of 3.9 years.

The Company has little historic data with respect to estimates of expected employee behaviors related to option exercises and forfeitures. As a result, the Company has used historic data from public disclosures of comparable companies which the Company believes to be representative of its own expected employee behaviors.

The Company estimates the fair value of each stock option award on the grant date using the Black-Scholes valuation model incorporating the assumptions noted in the following table. Option valuation models require the input of highly subjective assumptions, and changes in assumptions used can materially affect the fair value estimate. Option valuation assumptions for options granted are as follows:

	Year Ended September 30, 2015	Year Ended September 30, 2016

Expected volatility	27.00% - 30.00%	27.50% - 29.50%
Expected dividends	—	—
Expected term (in years)	5.7 - 5.8	6.1
Risk free rate	1.31% - 1.58%	1.01% - 1.42%
Grant date fair value per share of options granted	$23.58 - $36.44	$36.44 - $61.77

The risk-free interest rate is based on the U.S. treasury security rate in effect as of the date of grant. As the Company has no history with respect to volatility of share prices the expected volatility is not based on realized volatility. The Company, as permitted under ASC 718, has identified guideline public companies who are participants in the Company's markets. The Company obtained historic share price trading data from the guideline companies and based their estimate of expected volatility on the historic volatility of the guideline companies. As the guideline companies are comparable in most significant respects, the Company believes they represent an appropriate basis for estimating expected volatility.

Reported non cash stock based compensation expense was classified as shown in the following table:

	January 16, 2014 through September 30, 2014		Year ended September 30, 2015		Year ended September 30, 2016

Cost of services	$	37	$	38	$	35
General and administrative		305		1,549		1,964

	$	342	$	1,587	$	1,999

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EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements (Continued)

September 30, 2015 and September 30, 2016

(in thousands)

16. Other comprehensive loss

The components of accumulated other comprehensive loss were:

	September 30, 2015			September 30, 2016

Foreign currency translation loss	$	(2,238	)	$	(745	)
Pension benefit plans, net of tax of ($72) and ($0)		(2,275	)		(9,926	)

Total accumulated other comprehensive loss	$	(4,513	)	$	(10,671	)

The changes in accumulated other comprehensive loss by component, net of tax, for the year ending September 30, 2014 , 2015 and 2016 are as follows:

	Foreign currency translation loss			Pension plans

Balance at January 16, 2014	$	—		$	—
Other comprehensive income before reclassifications		2,038			(2,560	)
Amounts reclassified from accumulated other comprehensive loss related to amortization of actuarial losses		—			—

Balance at September 30, 2014	$	2,038		$	(2,560	)



Other comprehensive income before reclassifications		(4,276	)		148
Amounts reclassified from accumulated other comprehensive loss related to amortization of actuarial losses		—			137

Balance at September 30, 2015	$	(2,238	)	$	(2,275	)



Other comprehensive income before reclassifications		1,493			(7,779	)
Amounts reclassified from accumulated other comprehensive loss related to amortization of actuarial losses		—			128

Balance at September 30, 2016	$	(745	)	$	(9,926	)

Amounts reclassified out of other comprehensive loss related to the amortization of actuarial losses are included in pension expense.

17. Concentration of Credit Risk

The Company's cash and cash equivalents and accounts receivable are potentially subject to concentration of credit risk. Cash and cash equivalents are placed with financial institutions that management believes are of high credit quality. Accounts receivable are derived from revenue earned from customers located in the U.S. and internationally and generally do not require collateral. The Company's trade receivables do not represent a significant concentration of credit risk at fiscal 2015 and 2016 due to the wide variety of customers and markets into which products are sold and their dispersion across geographic areas. The Company does perform ongoing credit evaluations of its customers and maintains an allowance for potential credit losses on trade receivables. For the period October 1, 2013 to January 15, 2014 (predecessor) and the period January 16, 2014 to September 30,

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EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements (Continued)

September 30, 2015 and September 30, 2016

(in thousands)

17. Concentration of Credit Risk (Continued)

2014 (successor), and as of and for the fiscal years ended September 30, 2015 and 2016, no customer accounted for more than 10% of net sales or net accounts receivable.

The Company operates predominantly in seven countries worldwide and provides a wide range of proven product brands and advanced water and wastewater treatment technologies, mobile and emergency water supply solutions and service contract options through its Industrial, Municipal, and Products segments. The Company is a multi-national business but its sales and operations are primarily in the U.S.

Sales to unaffiliated customers are based on the Company locations that maintain the customer relationship and transacts the external sale. The following tables set forth external net revenue, net of intercompany eliminations, and net asset information by region:

	Predecessor		Successor

	October 1, 2013 through January 15, 2014		January 16, 2014 through September 30, 2014
					Year ended September 30, 2015		Year ended September 30, 2016


Sales to external customers
United States	$	249,422	$	637,841	$	880,787	$	950,229
Rest of World		56,892		153,313		180,179		186,967

Total		306,314		791,154		1,060,966		1,137,196

	September 30, 2015		September 30, 2016

Net Assets
United States	$	165,309	$	200,511
Rest of World		9,051		3,424

	$	174,360		203,935

	September 30, 2015		September 30, 2016

Long Lived Assets
United States	$	198,119	$	212,457
Rest of World		37,709		44,308

	$	235,828		256,765

18. Related-Party Transactions

Transactions with Investors

The Company pays an advisory fee of $1,000 per quarter to AEA Investors LP ("AEA"), the private equity firm and ultimate majority shareholder. In addition, the Company reimburses AEA for

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EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements (Continued)

September 30, 2015 and September 30, 2016

(in thousands)

18. Related-Party Transactions (Continued)

normal and customary expenses incurred by AEA on behalf of the Company. The Company incurred expenses, excluding advisory fees, of $1,382 for the period January 16, 2014 through September 30, 2014 and $1,963 and $377 for the years ending September 30, 2015 and 2016, respectively. The amounts owed to AEA were $758 and $100 at September 30, 2015 and 2016, respectively, and were included in Accrued expenses and other liabilities.

From time to time, the Company may facilitate the transfer of funds between employees and the Company, in connection with an employee stock purchase. As a result, the Company was due $250 from an officer of the Company as of September 30, 2016. This amount was repaid in full on January 31, 2017.

Additionally, in order to facilitate that acquisition of Neptune-Benson in April, 2016, the Company received an additional $6,895 of capital contribution from AEA that was used to fund the acquisition.

AEA, through two of its affiliated funds, is one of the lenders in the Incremental First Lien Facility and had a commitment of $14,925 at September 30, 2016.

Corporate Charges from Siemens and Affiliates

The Predecessor received services and support from various functions performed by Siemens and the Predecessor operations had been dependent upon Siemens' ability to provide these services and support functions. The total amount charged to the Predecessor for corporate services for the period ending January 15, 2014 was $3,048 and reflected in the Cost of product sales and services, General and administrative expenses, Marketing and selling and Research and development captions in the Combined Statements of Operations and Comprehensive Loss. The total amount charged was an allocation from Siemens based primarily on headcount of the Company. Management believes this allocation to be reasonable. It is not practicable to provide an estimate of such expenses for corporate services on a stand-alone basis.

The Predecessor had sales to and purchases from other entities of Siemens from time to time. Total sales for the period ending January 15, 2014 to other entities of Siemens were $4,498. The amount of purchases from other Siemens entities were not material for the period ending January 15, 2014.

19. Commitments and Contingencies

Operating Leases

The Company occupies certain facilities and operates certain equipment and vehicles under non-cancelable lease arrangements. Lease agreements may contain lease escalation clauses and purchase and renewal options. The Company recognizes scheduled lease escalation clauses over the course of the applicable lease term on a straight-line basis in the Consolidated Statement of Operations.

Total rent expense was $4,394 in the period from October 1, 2013 to January 15, 2014 (Predecessor). Total rent expense was $10,889 in the period from January 16, 2014 to September 30, 2014 (Successor), and was $14,592 and $11,760 for the fiscal years ended September 30, 2015 and 2016, respectively.

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EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements (Continued)

September 30, 2015 and September 30, 2016

(in thousands)

19. Commitments and Contingencies (Continued)

Future minimum aggregate rental payments under non-cancelable operating leases are as follows:

	Operating Leases

Fiscal Year
2017	$	13,232
2018		9,982
2019		7,683
2020		6,167
2021		4,521
Thereafter		5,784

Total	$	47,369

Capital Leases

The Company leases certain equipment under leases classified as capital leases. The leased equipment is depreciated on a straight line basis over the life of the lease and is included in depreciation expense. The gross and net carrying values of the equipment under capital leases were $22,448 and $20,812, respectively, as of September 30, 2015 and was $29,261 and $22,788, respectively, as of September 30, 2016 and are recorded in Property, plant and equipment, net.

The following is a schedule showing the future minimum lease payments under capital leases by years and the present value of the minimum lease payments as of September 30, 2016.

	Capital Leases

Fiscal Year
2017	$	7,530
2018		6,941
2019		6,072
2020		4,797
2021		2,175
Thereafter		839

Total		28,354
Less amount representing interest (at rates ranging from 2.0% to 2.8%)		5,291

Present value of net minimum capital lease payments		23,063
Less current installments of obligations under capital leases		6,231

Obligations under capital leases, excluding current installments	$	16,832

The current installments of obligations under capital leases are included in Accrued expenses and other liabilities. Obligations under capital leases, excluding current installments, are included in Other non-current liabilities.

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EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements (Continued)

September 30, 2015 and September 30, 2016

(in thousands)

19. Commitments and Contingencies (Continued)

The Company is a lessor to multiple parties. The Company purchases equipment through internal funding or bank debt equal to the fair market value of the equipment. The equipment is then leased to customers for periods ranging from five to twenty years. The Company also leases equipment to one customer under a direct financing lease. The primary difference between this lease and the other operating leases is that this transaction resulted from a sales-leaseback transaction and does not have the same level of performance guarantees that the other agreements have. As of September 30, 2016, future minimum lease payments receivable under the direct financing lease and the operating lease are as follows:

	Direct Financing Lease			Operating Lease

Fiscal year
2017	$	4,841		$	11,523
2018		4,034			7,327
2019		—			4,961
2020		—			4,151
2021		—			2,144
Thereafter		—			5,718
Future minimum lease payments		8,875		$	35,824



Less unearned income		(346	)

Net investment in direct financing lease		8,529
Less current portion		(4,605	)

Noncurrent portion	$	3,924

The current receivables under the direct financing lease are included in Prepaids and other current assets. The non-current portion of the direct financing lease is included in Other non-current assets.

Guarantees

From time to time, the Company is required to provide letters of credit, bank guarantees, or surety bonds in support of its commitments and as part of the terms and conditions on water treatment projects. In addition, the Company is required to provide letters of credit or surety bonds to the department of environmental protection or equivalent in some states in order to maintain its licenses to handle toxic substances at certain of its water treatment facilities.

These financial instruments typically expire after all Company commitments have been met, a period typically ranging from twelve months to ten years, or more in some circumstances. The letters of credit, bank guarantees, or surety bonds are arranged through major banks or insurance companies. In the case of surety bonds, the Company generally indemnifies the issuer for all costs incurred if a claim is made against the bond.

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EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements (Continued)

September 30, 2015 and September 30, 2016

(in thousands)

19. Commitments and Contingencies (Continued)

As of September 30, 2015 and 2016, the Company had letters of credit totaling $20,238 and $18,129, respectively, and Surety Bonds totaling $65,038 and $102,228 respectively, outstanding under the Company's credit arrangement. The longest maturity date of the letters of credit and surety bonds related to commercial contracts in effect as of September 30, 2016 was March 31, 2024. Additionally, as of September 30, 2015 and 2016, the Company had letters of credit totaling $3,670 and $1,529, respectively, and Surety Bonds totaling $135,595 and $43,663, respectively, outstanding under the Company's prior arrangement with Siemens.

Litigation

From time to time, as a normal incident of the nature and kind of business in which the Company is engaged, various claims or charges are asserted and litigation commenced against it arising from or related to: product liability; personal injury; trademarks, trade secrets or other intellectual property; labor and employee disputes; commercial or contractual disputes; breach of warranty; or environmental matters. Claimed amounts may be substantial but may not bear any reasonable relationship to the merits of the claim or the extent of any real risk of court or arbitral awards. While it is not feasible to predict the outcome of these matters with certainty, and some lawsuits, claims or proceedings may be disposed or decided unfavorably, the Company does not expect that any asserted or unasserted legal claims or proceedings, individually or in the aggregate, will have a material adverse effect on the results of operations, or financial condition.

20. Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following:

	September 30, 2015		September 30, 2016

Salaries, wages and other benefits	$	50,472	$	44,776
Severance payments		1,814		13,217
Taxes, other than income		10,199		10,643
Obligation under capital leases		6,601		6,231
Insurance liabilities		5,620		5,484
Provisions for litigation		3,571		3,894
Pension payable		1,232		1,255
Third party commissions		8,771		9,155
Other		12,535		16,652

	$	100,815	$	111,307

21. Business Segments

The Company has three reportable segments—Industrial, Municipal and Products. The key factors used to identify these reportable segments are the organization and alignment of the Company's

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EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements (Continued)

September 30, 2015 and September 30, 2016

(in thousands)

21. Business Segments (Continued)

internal operations, the nature of the products and services, and customer type. The business segments are described as follows:

Industrial combines equipment and services to improve operational reliability and environmental compliance for heavy and light industry, commercial and institutional markets. Their customers include hydrocarbon refineries, chemical processing, power, food and beverage, life sciences, health services and microelectronics.

Municipal helps engineers and municipalities meet new demands for plant performance through leading equipment, solutions and services backed by trusted brands and over 100 plus years of applications experience. Their customers include wastewater and drinking water collection and distribution systems, utility operators and odor control services.

Products has distinct business operating units. Each has a unique standard product built on well-known brands and technologies that are sold globally through multiple sales and aftermarket channels. Additionally, Products also offers industrial, municipal and water recreational users with well-known brands that improve operational reliability and environmental compliance Their customers include original equipment manufacturers, regional and global distributors, engineering, procurement and contracting customers, end users in the municipal, industrial and commercial industries hotels, resorts, colleges, universities, waterparks, aquariums and zoos in addition to customers in the industrial and municipal industries.

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EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements (Continued)

September 30, 2015 and September 30, 2016

(in thousands)

21. Business Segments (Continued)

business segments, the results in the below table are not necessarily a measure computed in accordance with generally accepted accounting principles and may not be comparable to other companies.

	Predecessor			Successor

	October 1, 2013 through January 15, 2014			January 16, 2014 through September 30, 2014			Year ended September 30, 2015			Year ended September 30, 2016


Total sales
Industrial	$	170,557		$	436,467		$	574,338		$	610,824
Municipal		81,502			212,178			311,064			307,647
Products		68,818			185,372			241,182			285,258
Other		7,797			5,550			50			—

Total sales		328,674			839,567			1,126,634			1,203,729

Intersegment sales
Industrial		3,352			5,953			5,331			6,632
Municipal		10,520			24,926			37,490			29,647
Products		8,488			17,534			22,847			30,254

Total intersegment sales		22,360			48,413			65,668			66,533

Sales to external customers
Industrial		167,205			430,514			569,007			604,192
Municipal		70,982			187,252			273,574			278,000
Products		60,330			167,838			218,335			255,004
Other		7,797			5,550			50			—

Total sales		306,314			791,154			1,060,966			1,137,196

Earnings before interest, taxes, depreciation and amortization (EBITDA)
Industrial		56,112			73,316			116,883			129,662
Municipal		(2,247	)		21,347			29,797			39,434
Products		15,600			26,500			39,223			55,099
Corporate		(57,983	)		(103,458	)		(131,850	)		(117,751	)

Total EBITDA		11,482			17,705			54,053			106,444
Depreciation and amortization
Industrial		(5,981	)		(24,518	)		(30,567	)		(38,266	)
Municipal		(2,433	)		(16,906	)		(7,656	)		(8,147	)
Products		(352	)		(1,580	)		(1,695	)		(6,387	)
Corporate		(6,168	)		(96,930	)		(18,221	)		(16,489	)

Total depreciation and amortization		(14,934	)		(139,934	)		(58,139	)		(69,289	)
(Loss) income from operations
Industrial		50,131			48,798			86,316			91,396
Municipal		(4,680	)		4,441			22,141			31,287
Products		15,248			24,920			37,528			48,712
Corporate		(64,151	)		(200,387	)		(150,071	)		(134,240	)

Total (loss) income from operations		(3,452	)		(122,228	)		(4,086	)		37,155
Interest expense		(23	)		(23,994	)		(34,060	)		(42,518	)

Loss before income taxes		(3,475	)		(146,222	)		(38,146	)		(5,363	)
Income tax benefit (expense)		1,173			48,465			(47,905	)		18,394

Net (loss) income	$	(2,302	)	$	(97,757	)	$	(86,051	)	$	13,031



Capital expenditures
Industrial	$	6,316		$	22,152		$	31,967		$	34,007
Municipal		657			4,152			4,523			6,113
Products		104			1,272			3,358			3,852
Corporate		888			1,049			4,231			3,756

Total Capital expenditures	$	7,965		$	28,625		$	44,079		$	47,728



Assets
Industrial								381,947			370,970
Municipal								132,348			123,041
Products								130,110			477,804
Corporate								395,466			324,416

Total assets							$	1,039,871		$	1,296,231



Goodwill
Industrial							$	78,953		$	80,157
Municipal								9,546			9,691
Products								25,084			177,795

Total goodwill							$	113,583		$	267,643

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EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements (Continued)

September 30, 2015 and September 30, 2016

(in thousands)

22. Earnings per share

The following table sets forth the computation of basic and diluted loss from continuing operations per common share (in thousands, except per share amounts):

	September 30, 2014			September 30, 2015			September 30, 2016

Numerator:
Numerator for basic and diluted loss from continuing operations per common share—Net (loss) income from continuing operations attributable to Evoqua Water Technologies	$	(97,757	)	$	(86,051	)	$	11,639
Denominator:
Denominator for basic net (loss) income per common share—weighted average shares		3,745			3,775			3,845
Effect of dilutive securities:
Share-based compensation		—			—			71

Denominator for diluted net loss per common share—adjusted weighted average shares		3,745			3,775			3,915

Basic (loss) income from continuing operations attributable to Evoqua Water Technologies per common share	$	(26.10	)	$	(22.79	)	$	3.03



Diluted (loss) income from continuing operations attributable to Evoqua Water Technologies per common share	$	(26.10	)	$	(22.79	)	$	2.97

Since the Company was in a net loss position for the years ended September 30, 2014 and 2015, there was no difference between the number of shares used to calculate basic and diluted loss per share. Because of their anti-dilutive effect, 140 and 298 common share equivalents comprised of employee stock options, have been excluded from the diluted EPS calculation for the years ended September 30, 2014 and 2015, respectively.

23. Subsequent Events

Acquisitions

On May 9, 2017, the Company acquired the assets of Noble Water Technologies, a leader in high purity water systems and service, located in Dallas, TX for $8,281; $5,915 cash at closing in addition to earn out payments over the next twelve months. The Company is still working through the purchase price valuation.

On June 30, 2017, the Company acquired ADI Systems North America Inc., Lange Containment Systems, Inc. and Geomembrane Technologies Inc. (collectively, "ADI") from ADI Group Inc. for a

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EWT Holdings I Corp.

Notes to Audited Consolidated Financial Statements (Continued)

September 30, 2015 and September 30, 2016

(in thousands)

23. Subsequent Events (Continued)

total of CAD 74,800 ($57,545); CAD 67,320 ($51,785) cash at closing in addition to CAD 7,480 ($5,760) earn out payments over the next two years. The three are world leaders in wastewater solutions for industrial and manufacturing applications, primarily based in Fredericton, New Brunswick. ADI offers a wide range of technologies tailored to its customer base around the world in anaerobic digestion, aerobic treatment, and biogas treatment. They also provide green energy recovery and water reuse technologies as well as industrial wastewater cover liners and containment systems. Combined, ADI has more than 260 customers in 35 countries.

On June 30, 2017, the Company acquired Olson Irrigation Systems, a leading designer and producer of filters and irrigation components for the agriculture and industrial markets, based in Santee, California for $9,000. Olson will become part of Evoqua's Products division and will help the business build upon its leadership position in filtration serving a broad range of industrial applications.

Debt

The Company completed a tack-on financing to the First Lien term loan on October 28, 2016 (the "Tack-On Facility") for $150,000, issued at a .25% discount, aggregating $375. The Company incurred $4,000 of additional financing fees related to this transaction, which have been capitalized and are included in other non-current assets on the balance sheet.

Proceeds from this transaction were used to repay $33,000 outstanding on the Revolving Credit Facility, as well as to extinguish the $75,000 Second Lien Term Loan facility, which had $2,525 of unamortized fees that were written off as a result. Through this transaction, The Company also upsized the Revolving Credit Facility capacity by $20,000, to an aggregate $95,000.

Issuance of the Tack-On Facility increased our First Lien Term Loan quarterly principal obligations to $1,648, subject to the same interest rate terms as the original First Lien Team Loan.

The Company completed a financing on June 30, 2017 (a Build Own Operate or "BOO" financing) for $7,100. The Company incurred $50 of additional financing fees related to this transaction, which have been capitalized and are included as a contra liability on the balance sheet. This BOO financing fully amortizes over the seven years tenor and at an interest rate of one month libor plus 300 bps. At the time of entering into the loan, the company entered into a swap transaction for the duration of the loan fixing the obligation at a rate of 5.08% per annum. Principal obligations are $254 per quarter.

On August 8, 2017 the Company amended the First Lien Term Facility to 1) Increase the facility term loan balance by $80,000, 2) Reprice the Incremental First Lien Term Facility and 3) Combine all tranches into a single tranche. The First Lien Term Facility now carries a rate of LIBOR + 375 basis points. Proceeds from the additional borrowing were used to reduce the revolving credit facility and to increase cash on hand for general corporate operating purposes.

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SCHEDULE I—EWT HOLDINGS I CORP.

(Parent company only)

Condensed Consolidated Balance Sheets

(in thousands)

	September 30, 2015			September 30, 2016

ASSETS
Current assets	$	9,123		$	1,734

Cash and cash equivalents		8,816			1,427
Prepaid and other current assets		307			307

Investment in affiliate		171,471			207,232

Total assets	$	180,594		$	208,966

LIABILITIES AND EQUITY
Current liabilities	$	1,721			—

Due to affiliates		1,721

Total liabilities		1,721			—

Commitments and Contingent Liabilities (Note 19)
Common stock, par value $.01: authorized 5,000 shares; issued 3,774 shares, outstanding 3,770 at September 30, 2015; issued 3,866 shares, outstanding 3,857 shares at September 30, 2016		38			39
Treasury stock: 4 shares at September 30, 2015 and 9 shares at September 30, 2016		(410	)		(1,133	)
Additional paid-in capital		363,053			382,229
Retained deficit		(183,808	)		(172,169	)

Total shareholders' equity		178,873			208,966

Total liabilities and shareholder's equity	$	180,594		$	208,966

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SCHEDULE 1—EWT HOLDINGS I CORP.

(Parent company only)

Condensed Statements of Operations

(in thousands)

	January 16, 2014 through September 30, 2014			Year Ended September 30, 2015			Year ended September 30, 2016

Net (loss) income of subsidiaries	$	(97,757	)	$	(86,051	)	$	11,639

(Loss) Income before taxes		(97,757	)		(86,051	)		11,639
Benefit for income taxes		—			—			—

Net (loss) income	$	(97,757	)	$	(86,051	)	$	11,639

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SCHEDULE 1—EWT HOLDINGS I CORP.

Condensed Statements of Changes in Cash Flows

(Parent company only)

(in thousands)

	January 16, 2014 Through September 30, 2014			Year Ended September 30, 2015			Year Ended September 30, 2016

Operating activities
Net (loss) income	$	(97,757	)	$	(86,051	)	$	11,639
Adjustments to reconcile net income to net cash used in operating activities
Net income of subsidiaries	$	97,757		$	86,051			(11,639	)
Changes in assets and liabilities
Due to affiliates		1,633			88			(1,721	)
Prepaids and other current assets		(1,139	)		832			—

New cash provided by (used in) operating activities		494			920			(1,721	)

Investing activities
Investment in subsidiaries		—			—			(22,122	)

Net cash used in investing activities		—			—			(22,122	)

Financing activities
Proceeds from issuance of common stock		6,965			847			10,282
Proceeds from capital contribution		—			—			6,895
Stock repurchases		—			(410	)		(723	)

Net cash provided by financing activities		6,965			437			16,454

Change in cash and cash equivalents		7,459			1,357			(7,389	)
Cash and cash equivalents
Beginning of period		—			7,459			8,816

End of period	$	7,459		$	8,816		$	1,427

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SCHEDULE I—EWT HOLDINGS I CORP.

(Parent company only)

Notes to Financial Statements

(in thousands)

September 30, 2015 and 2016

1. Basis of Presentation

Basis of Presentation

In the parent-company-only financial statements, the Company's investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries. The Company's share of net income (loss) of its consolidated subsidiaries is included in consolidated income (loss) using the equity method. The parent-company-only financial statements should be read in conjunction with the Company's consolidated financial statements.

2. Guarantees and Restrictions

As of September 30, 2016, EWT Holdings III, Corp., a subsidiary of the Company, had $675,188 collectively of debt outstanding under the First Lien Term Loan Facility and $75,000 outstanding under the Second Lien Term Loan Facility. Under the terms of the credit agreements governing our Credit Facilities, EWT Holdings II, Corp. has guaranteed the payment of all principal and interest. In the event of a default under our Credit Facilities, certain of the Company's subsidiaries will be directly liable to the debt holders. As of September 30, 2016, the Term Loan Facility had a maturity date of January 15, 2021. The credit agreements governing our Credit Facilities also include restrictions on the ability of the Company and its subsidiaries to (i) incur additional indebtedness and liens in connection therewith; (ii) pay dividends and make certain other restricted payments; (iii) effect mergers or consolidations; (iv) enter into transactions with affiliates; (v) sell or dispose of property or assets; and (vi) engage in unrelated lines of business.

3. Dividends from Subsidiaries

There were no cash dividends paid to EWT Holdings I Corp. from the Company's consolidated subsidiaries of each of the periods ended September 30, 2014, 2015 and 2016.

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EWT HOLDINGS I CORP.

Unaudited Condensed Consolidated Balance Sheets

(in thousands)

	September 30, 2016			(unaudited) June 30, 2017

ASSETS
Current assets	$	418,336		$	469,044

Cash and cash equivalents		50,362			54,018
Receivables, net		184,789			202,469
Inventories, net		112,392			123,506
Cost and earnings in excess of billings on uncompleted contracts		50,081			58,418
Prepaid and other current assets		16,255			26,040
Income tax receivable		4,457			4,593

Property, plant, and equipment, net		256,765			271,830

Goodwill		267,643			317,393

Intangible assets, net		323,478			339,538

Deferred income taxes		—			349

Other non-current assets		30,009			22,549

Total assets	$	1,296,231		$	1,420,703

LIABILITIES AND EQUITY
Current liabilities	$	284,862		$	332,363

Accounts Payable		102,379			106,421
Current portion of debt		30,024			73,093
Billings in excess of costs incurred on uncompleted contracts		22,175			24,764
Product warranties		16,860			10,692
Accrued expenses and other liabilities		111,307			116,333
Income tax payable		2,117			1,060

Non-current liabilities		807,434			886,853

Long-term debt		728,132			800,628
Product warranties		6,449			6,683
Other non-current liabilities		64,290			70,412
Deferred income taxes		8,563			9,130

Total liabilities		1,092,296		$	1,219,216

Commitments and Contingent Liabilities (Note 16)
Equity
EWT Holdings I Corp. equity
Common stock, par value $.01: authorized 5,000 shares; issued 3,866 shares, outstanding 3,857 shares at September 30, 2016; issued 3,899 shares, outstanding 3,885 shares at June 30, 2017.		39			39
Treasury stock: 9 shares at September 30, 2016 and 14 shares at June 30, 2017		(1,133	)		(2,209	)
Additional paid-in capital		382,229			389,384
Retained deficit		(172,169	)		(181,067	)
Accumulated other comprehensive loss, net of tax		(10,671	)		(7,898	)

Total EWT Holdings I Corp. equity		198,295			198,249
Non-controlling interest		5,640			3,238

Total Equity		203,935			201,487

Total liabilities and equity	$	1,296,231		$	1,420,703

See accompanying notes to these Condensed Consolidated Financial Statements

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EWT HOLDINGS I CORP.

Unaudited Condensed Consolidated Statements of Operations

(in thousands except per share data)

	Nine months ended

	June 30, 2016			June 30, 2017
Revenue from product sales and services	$	817,788		$	890,916
Cost of product sales and services		575,234			614,088

Gross profit		242,554			276,828

Research and development expense		17,469			15,684
Sales and marketing expense		97,078			108,729
General and administrative expense		108,496			120,534
Other operating income		(2,404	)		(981	)
Interest expense		29,467			39,117

Loss before income taxes		(7,552	)		(6,255	)

Income tax benefit (expense)		20,419			(295	)

Net income (loss)		12,867			(6,550	)

Net income attributable to non controlling interest		1,055			2,348

Net income (loss) attributable to EWT Holdings I Corp.	$	11,812		$	(8,898	)



Basic earnings (loss) per common share	$	3.08		$	(2.30	)
Diluted earnings (loss) per common share	$	3.05		$	(2.30	)

See accompanying notes to these Condensed Consolidated Financial Statements

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EWT HOLDINGS I CORP.

Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)

(in thousands)

	Nine months ended

	June 30, 2016		June 30, 2017
Net income (loss)	$	12,867	$	(6,550	)
Other comprehensive income
Foreign currency translation adjustments		781		2,773

Total other comprehensive income	$	781	$	2,773
Less: Comprehensive income attributable to non controlling interest		1,055		2,348

Comprehensive income (loss) attributable to EWT Holdings I Corp.	$	12,593	$	(6,125	)

See accompanying notes to these Condensed Consolidated Financial Statements

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EWT HOLDINGS I CORP.

Unaudited Condensed Consolidated Statements of Changes in Equity

(in thousands)

		Common Stock			Treasury Stock			Additional Paid-in Capital		Retained Deficit			Accumulated Other Comprehensive Loss			Noncontrolling Interest			Total

Balance at September 30, 2015	3,774	$	38	4	$	(410	)	$	363,053	$	(183,808	)	$	(4,513	)	$	—		$	174,360
Equity based compensation expense	—		—	—		—			1,447		—			—			—			1,447
Capital Contribution	—		—	—		—			6,895		—			—			—			6,895
Issuance of common stock	92		1	—		—			10,282		—			—			—			10,283
Stock repurchases	—		—	5		(723	)		—		—			—			—			(723	)
Establishment of noncontrolling interest	—		—	—		—			—		—			—			6,873			6,873
Dividends paid to noncontrolling interest	—		—	—		—			—		—			—			(1,875	)		(1,875	)
Net income	—		—	—		—			—		11,812			—			1,055			12,867
Other comprehensive income	—		—	—		—			—		—			781			—			781

Balance at June 30, 2016	3,866	$	39	9	$	(1,133	)	$	381,677	$	(171,996	)	$	(3,732	)	$	6,053		$	210,908



Balance at September 30, 2016	3,866	$	39	9	$	(1,133	)	$	382,229	$	(172,169	)	$	(10,671	)	$	5,640		$	203,935



Equity based compensation expense	—		—	—		—			1,634		—			—			—			1,634
Issuance of common stock	33		—	—		—			5,521		—			—			—			5,521
Stock repurchases	—		—	5		(1,076	)		—		—			—			—			(1,076	)
Dividends paid to noncontrolling interest	—		—	—		—			—		—			—			(4,750	)		(4,750	)
Net loss	—		—	—		—			—		(8,898	)		—			2,348			(6,550	)
Other comprehensive income	—		—	—		—			—		—			2,773			—			2,773

Balance at June 30, 2017	3,899	$	39	14	$	(2,209	)	$	389,384	$	(181,067	)	$	(7,898	)	$	3,238		$	201,487

See accompanying notes to these Consolidated Financial Statements

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EWT HOLDINGS I CORP.

Unaudited Condensed Consolidated Statements of Changes in Cash Flows

(in thousands)

	Nine Months Ended June 30, 2016			Nine Months Ended June 30, 2017

Operating activities
Net income (loss)	$	12,867		$	(6,550	)
Reconciliation of net loss to cash flows from operating activities:
Depreciation and amortization		50,986			55,813
Amortization of deferred financing costs		2,911			5,970
Deferred income taxes		(22,296	)		(107	)
Share based compensation		1,447			1,634
(Gain) loss on sale of property, plant and equipment		(93	)		349
Foreign currency losses (gains) on intracompany loans		724			(1,489	)
Changes in assets and liabilities
Accounts receivable		8,563			(6,454	)
Inventories		(2,659	)		(7,964	)
Cost and earnings in excess of billings on uncompleted contracts		(6,577	)		(8,900	)
Prepaids and other current assets		(320	)		(9,139	)
Accounts payable		1,895			(1,009	)
Accrued expenses and other liabilities		(32,796	)		(10,678	)
Billings in excess of costs incurred		(12,656	)		249
Income taxes		455			(1,181	)
Other non-current assets and liabilities		8,204			5,248

Net cash provided by operating activities		10,655			15,793

Investing activities
Purchases of property, plant and equipment		(34,717	)		(40,475	)
Purchases of intangibles		(246	)		(4,175	)
Proceeds from sale of property, plant and equipment		3,369			5,221
Acquisitions, net of cash received of $11,486 and $3,335		(299,633	)		(77,837	)

Net cash used in investing activities		(331,227	)		(117,266	)

Financing activities
Issuance of debt, net of deferred issuance costs		176,854			152,902
Borrowings under credit facility		26,850			113,000
Repayment of debt		(12,971	)		(156,306	)
Repayment of capital lease obligation		(6,246	)		(4,842	)
Proceeds from capital contribution		6,895			—
Proceeds from issuance of common stock		10,283			5,521
Stock repurchases		(723	)		(1,076	)
Distribution to noncontrolling interest		(1,875	)		(4,750	)

Net cash provided by financing activities		199,067			104,449

Effect of exchange rate changes on cash		369			680

Change in cash and cash equivalents		(121,136	)		3,656
Cash and cash equivalents
Beginning of period		169,027			50,362

End of period	$	47,891		$	54,018

See accompanying notes to these Condensed Consolidated Financial Statements

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EWT HOLDINGS I CORP.

Unaudited Supplemental Disclosure of Cash Flow Information

(in thousands)

	Nine Months Ended June 30, 2016		Nine Months Ended June 30, 2017

Supplemental disclosure of cash flow information
Cash paid for taxes	$	3,727	$	2,335
Cash paid for interest	$	25,434	$	31,546
Non-cash investing and financing activities
Accrued earnout related to acquisitions		—	$	4,871
Capital lease transactions	$	4,709	$	12,686
Cloud computing related intangible transaction	$	—	$	5,544

See accompanying notes to these Condensed Consolidated Financial Statements

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Notes to Unaudited Condensed Consolidated Financial Statements

(in thousands)

September 30, 2016 and June 30, 2017

1. Description of the Company and Basis of Presentation

The Business

EWT Holdings I Corp. (herein referred to as "EWT" or the "Company") provides a wide range of product brands and advanced water and wastewater treatment systems and technologies, as well as mobile and emergency water supply solutions and service contract options through its segment's branch network. Headquartered in Pittsburgh, Pennsylvania, EWT is a multi-national corporation with operations in the United States, Canada, the United Kingdom, the Netherlands, Italy, Germany, Australia, China, and Singapore.

Basis of Presentation

These unaudited condensed consolidated financial statements have been prepared in accordance with U.S generally accepted accounting principles (U.S. GAAP) for interim financial reporting. Accordingly, they do not include all of the information and note disclosures required by U.S generally accepted accounting principles for the complete financial statements. In management's opinion, all adjustments (which include only normal recurring adjustments) considered necessary for a fair presentation have been included. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's September 30, 2016 Annual Consolidated Financial Statements.

2. Summary of Significant Accounting Policies

Fiscal Year

The Company's fiscal year ends on September 30.

Use of Estimates

Cash and Cash Equivalents

Cash and cash equivalents are liquid investments with an original maturity of three or fewer months when purchased.

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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(in thousands)

September 30, 2016 and June 30, 2017

2. Summary of Significant Accounting Policies (Continued)

Accounts Receivable

Receivables are primarily comprised of uncollected amounts owed to us from transactions with customers and are presented net of allowances for doubtful accounts. Allowances are estimated based on historical write-offs and the economic status of customers. The Company considers a receivable delinquent if it is unpaid after the term of the related invoice has expired. Write-offs are recorded at the time all collection efforts have been exhausted.

Inventories

Property, Plant, and Equipment

Asset Class		Estimated Useful Life

Machinery and equipment		3 to 20 years
Buildings and improvements		10 to 40 years

Goodwill and Other Intangible Assets

The Company reviews goodwill to determine potential impairment annually during the fourth quarter of the fiscal year, or more frequently if events and circumstances indicate that the asset might be impaired. Impairment testing for goodwill is performed at a reporting unit level. We have determined that we have four reporting units. Our quantitative impairment testing utilizes both a

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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(in thousands)

September 30, 2016 and June 30, 2017

2. Summary of Significant Accounting Policies (Continued)

market (guideline public company) and income (discounted cash flows) method for determining fair value. In estimating the fair value of the reporting unit utilizing a discounted cash flow ("DCF") valuation technique, we incorporate our judgment and estimates of future cash flows, future revenue and gross profit growth rates, terminal value amount, capital expenditures and applicable weighted-average cost of capital used to discount these estimated cash flows. The estimates and projections used in the estimate of fair value are consistent with our current budget and long-range plans, including anticipated change in market conditions, industry trend, growth rates and planned capital expenditures, among other considerations. If the carrying value of the reporting unit is greater than the fair value, the second step is performed, where the implied fair value of goodwill is compared to its carrying value.

Impairment of Long-Lived Assets

Debt Issuance Costs and Debt Discounts

Debt issuance costs are capitalized and amortized over the contractual term of the underlying debt using the effective interest method. Debt discounts and lender arrangement fees deducted from the proceeds have been included as a component of the carrying value of debt and are being amortized to interest expense using the effective interest method.

Amortization of debt issuance costs and debt discounts/premiums included in interest expense were $2,911 and $4,376 for the nine months ended June 30, 2016 and 2017, respectively. Additionally, in October of 2016, the Company wrote off $2,075 of deferred financing fees related to the extinguishment of debt and incurred another $481 of fees related to a tack-on financing the Company completed on October 28, 2016. These amounts are included in interest expense during the nine months ended June 30, 2017.

Revenue Recognition

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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(in thousands)

September 30, 2016 and June 30, 2017

2. Summary of Significant Accounting Policies (Continued)

and sales of long-term service arrangements are typically recognized on a straight-line basis over the life of the agreement.

During the nine months ended June 30, 2016 and 2017, respectively, approximately $154,896 and $168,030 of revenues from construction-type contracts were recognized on the percentage-of-completion method. Cost and earnings in excess of billings under construction-type arrangements are recorded when contracts have net asset balances where contract costs plus recognized profits less recognized losses exceed progress billings. Billings in excess of costs incurred are recorded when contract progress billings exceed costs and recognized profit less recognized losses.

During the nine months ended June 30, 2016 and 2017, respectively, approximately $25,183 and $21,353 of revenues from construction-type contracts were recognized on a completed contract method, which is typically when the product is delivered and accepted by the customer. The completed contract method is principally used when the contract is short in duration (generally less than twelve months) and where results of operations would not vary materially from those resulting from the use of the percentage-of-completion method.

Product Warranties

Accruals for estimated expenses related to warranties are made at the time products are sold and are recorded as a component of Cost of product sales in the Consolidated Statements of Operations. The estimated warranty obligation is based on product warranty terms offered to customers, ongoing product failure rates, material usage and service delivery costs expected to be incurred in correcting a product failure, as well as specific obligations for known failures and other currently available evidence. The Company assesses the adequacy of the recorded warranty liabilities on a regular basis and adjusts amounts as necessary.

Shipping and Handling Cost

Shipping and handling costs are included as a component of cost of sales.

Income Taxes

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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(in thousands)

September 30, 2016 and June 30, 2017

2. Summary of Significant Accounting Policies (Continued)

tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are provided against deferred tax assets when it is deemed more likely than not that some portion or all of the deferred tax asset will not be realized within a reasonable time period. We assess tax positions using a two-step process. A tax position is recognized if it meets a more-likely-than-not threshold, and is measured at the largest amount of benefit that is greater than 50.0% percent of being realized. Uncertain tax positions are reviewed each balance sheet date. Liabilities recorded as a result of this analysis are classified as current or long-term based on the timing of expected payment.

Sales Taxes

Foreign Currency Translation and Transactions

Foreign currency transaction gains (losses) aggregated $1,321 and $(1,663) for the nine months ended June 30, 2016 and 2017, respectively, and are primarily included in General and administrative expenses in the Consolidated Statements of Operations.

Research and Development Costs

Research and development costs are expensed as incurred.

Equity-based Compensation

The Company measures the cost of awards of equity instruments to employees based on the grant-date fair value of the award. Given the absence of a public trading market for our common stock, the fair value of the common stock underlying our share-bank awards was determined by our board, with input from management, in each case using net income and market valuation approach. Stock options are granted with exercise prices equal to or greater than the estimated fair market value on the date of grant as authorized by our compensation committee. The grant-date fair value is determined using the Black-Scholes model. The fair value, net of estimated forfeitures, is amortized as compensation cost on a straight-line basis over the vesting period primarily as a component of General and administrative expenses.

Retirement Benefits

The Company applies, ASC Topic 715, Compensation—Retirement Benefits , which requires the recognition in pension obligations and accumulated other comprehensive income of actuarial gains or

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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(in thousands)

September 30, 2016 and June 30, 2017

2. Summary of Significant Accounting Policies (Continued)

losses, prior service costs or credits and transition assets or obligations that have previously been deferred. The determination of retirement benefit pension obligations and associated costs requires the use of actuarial computations to estimate participant plan benefits to which the employees will be entitled. The significant assumptions primarily relate to discount rates, expected long-term rates of return on plan assets, rate of future compensation increases, mortality, years of service, and other factors. The Company develops each assumption using relevant experience in conjunction with market-related data for each individual country in which such plans exist. All actuarial assumptions are reviewed annually with third-party consultants and adjusted as necessary. For the recognition of net periodic postretirement cost, the calculation of the expected return on plan assets is generally derived by applying the expected long-term rate of return on the market-related value of plan assets. The fair value of plan assets is determined based on actual market prices or estimated fair value at the measurement date.

Restructuring and Related Charges

The Company accounts for costs associated with exit or disposal in accordance with ASC 420, Exit or Disposal Cost Obligations , which requires that (i) liabilities associated with exit and disposal activities be measured at fair value; (ii) onetime termination benefits be expensed at the date the entity notifies the employee, unless the employee must provide future service, in which case the benefits are expensed ratably over the future service period; (iii) liabilities related to an operating lease/contract be recognized and measured at its fair value when the contract does not have any future economic benefit to the entity (i.e., the entity ceases to utilize the rights conveyed by the contract); and (iv) for typically all other costs related to an exit or disposal activity to be expensed as incurred.

Treated Water Outsourcing

The following provides a summary of TWO as of September 30, 2016 and June 30, 2017. The Company has not provided additional financial support to this entity which it is not contractually

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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(in thousands)

September 30, 2016 and June 30, 2017

2. Summary of Significant Accounting Policies (Continued)

required to provide, and the Company does not have the ability to use the assets of TWO to settle obligations of the Company's other subsidiaries.



Current Assets (including $7,370 and $3,859)	9,048		10,864
Property, Plant and Equipment	8,481		6,594
Goodwill	2,206		2,206
Other noncurrent assets	8,229		525
Total liabilities	(16,684	)	(13,713	)

	Nine months ended

	June 30, 2016		June 30, 2017
Total revenues	$	12,372	$	11,645
Total expenses		10,080		8,857

Income from operations	$	2,292	$	2,788

Accounting Pronouncements Not Yet Adopted

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) . ASU No. 2014-09 clarifies the principles for recognizing revenue when an entity either enters into a contract with customers to transfer goods or services or enters into a contract for the transfer of non-financial assets. ASU 2014-09 may be adopted using either of two acceptable methods: (1) retrospective adoption to each prior period presented with the option to elect certain practical expedients; or (2) adoption with the cumulative effect recognized at the date of initial application and providing certain disclosures. To assess at which time revenue should be recognized, an entity should use the following steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, the entity satisfies a performance obligation. The standard is effective for the Company for the quarter ending December 31, 2018. The Company has engaged a third party to assist in assessing the impact adoption of this guidance will have on its consolidated financial statements.

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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(in thousands)

September 30, 2016 and June 30, 2017

2. Summary of Significant Accounting Policies (Continued)

quarter ending December 31, 2017. This update is not expected to have an impact on the Company's consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment . This ASU simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied value of a reporting unit's goodwill with the carrying amount of that goodwill. The amendments in this ASU are effective for the Company for the quarter ending December 31, 2020. The Company does not expect this to have a material impact on the Consolidated Financial Statements.

In August 2016, the FASB issued ASU 2016-16, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) . This new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU No. 2016-15 will be effective for the Company for the quarter ending December 31, 2017, with early adoption permitted. The guidance should be applied retrospectively to all periods presented, unless deem impracticable, in which case prospective application is permitted. The Company is currently evaluating the potential impact of adoption on the Company's Consolidated Financial Statements.

In May 2017, the FASB issued ASU 2017-09, Scope of Modification Accounting , which amended Accounting Standards Code Topic 718. FASB issued ASU 2017-09 to reduce the cost and complexity when applying Topic 718 and standardize the practice of applying Topic 718 to financial reporting. The ASU was not developed to fundamentally change the definition of a modification, but instead to provide guidance for what changes would qualify as a modification. ASU No. 2017-09 will be effective for the Company for the quarter ending December 31, 2018. The Company is currently evaluating the potential impact of adoption on the Company's Consolidated Financial Statements.

3. Acquisitions and Divestitures

On April 11, 2016, the Company acquired 100% of privately held Magneto, a leader in the development and manufacture of anodes for the electrochemical industry and refurbishment of electro chlorination cells for seawater electrolysis, for €23,585 (approximately $26,729). As a result of the acquisition, approximately $700 of acquisition costs were incurred which are included in General and administrative expenses. The company has approximately 120 employees across its two locations in Schiedam, the Netherlands and Suzhou, China. Magneto is included in the results of the Products segment of the Company.

On April 15, 2016, the Company acquired 100% of privately held Neptune-Benson, a leading manufacturer of high-quality water filtration and disinfection products for the recreational, industrial, and municipal water markets for $283,704, less cash received of $2,357, of which $185,000 was funded through newly acquired debt, $8,950 was contributed capital in the form of equity provided to the sellers, and the remaining was paid with cash. The Company incurred approximately $2,099 of acquisition costs, which are included in General and administrative expenses. The company has approximately 110 employees across its United States and Canadian locations. Neptune Benson is included in the results the Products segment of the Company.

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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(in thousands)

September 30, 2016 and June 30, 2017

3. Acquisitions and Divestitures (Continued)

The following table presents the unaudited pro forma results for the nine months ended June 30, 2016. The unaudited pro forma financial information combines the results of operations of EWT and Neptune Benson as though the Company had been combined as of October 1, 2015, and the pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at such time. The unaudited pro forma results presented below include adjustments for increased fair value of acquired intangible assets and related amortization charges, acquisition costs, and interest.

	Nine months ended

	June 30, 2016(a)		June 30, 2017(b)
Total revenues	$	851,981	$	890,916
Net (loss) income attributable to EWT Holdings I Corp.		16,741		(8,898	)

(a): Proforma combined
(b): Nine months ended June 30, 2017 will be equivalent to the results in the Condensed Consolidated Statements of Operations

On July 1, 2016, the Company acquired essentially all of the assets of Valve and Filtration Systems, Ltd (VAF) through its recently acquired Neptune Benson business for approximately $3,317; $2,667 cash at closing, in addition to earn out payments over the next five years. Included in consideration is $650, which represents the fair value of the earn outs at the date of the acquisition, with a maximum earnout payment of $1,000. VAF is a leading screen filtration manufacturer based in Arvada, Colorado, and has 12 employees. VAF's results are included within the Products segment of the Company.

On August 3, 2016, the Company acquired 100% of Delta Ultraviolet Corporation (Delta UV), a leading manufacturer and marketer of UV-C technology in North America, through the recently acquired Neptune Benson business for $4,813. The Company incurred approximately $100 of acquisition costs, included in General and administrative expenses. Delta UV is based in Gardena, California and had 17 employees. Delta's results are included within the Products segment of the Company.

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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(in thousands)

September 30, 2016 and June 30, 2017

3. Acquisitions and Divestitures (Continued)

The above acquisitions were done to support the Company's growth plan. The opening balance sheets for the above acquisitions are as follows:



Current Assets	12,240		29,521		2,287		2,268		46,316
Property, plant and equipment	2,323		2,480		37		518		5,358
Goodwill	7,981		143,680		400		1,257		153,318
Other intangible assets	9,401		149,127		1,190		1,970		161,688
Other noncurrent assets	—		3,576		—		—		3,576

Total asset acquired	31,945		328,384		3,914		6,013		370,256
Total liabilities assumed	(5,216	)	(44,680	)	(597	)	(1,200	)	(51,693	)

Net assets acquired	26,729		283,704		3,317		4,813		318,563

On September 30, 2016, the Company sold the assets of an Industrial location in Vernon, California. The Company received $4,547 for this sale, and recognized a gain of $3,700 which is included as a gain on sale of assets within the Other operating income section of the Consolidated Statements of Operations and Comprehensive Loss. The major classes of assets and liabilities that were included in this sale were Receivables of $989, Property, plant and equipment of $717, Accrued expenses of $496 and Accounts Payable of $386.

The following acquisitions were made during the nine months ended June 30, 2017:

On November 1, 2016, the Company acquired Environmental Treatment Services, Inc (ETS), a leading provider of engineered solutions to the industrial wastewater market based in Acworth, GA for $10,730. ETS had ten employees as of the date of acquisition. The Company incurred approximately $16 of acquisition costs, which are included in General and administrative expenses. ETS was acquired to support the Company's growth plan and is included within the Industrial segment of the Company.

On May 9, 2017, the Company acquired the assets of Noble Water Technologies, a leader in high purity water systems and service, located in Dallas, TX for $7,634; $5,915 cash at closing in addition to earn out payments over the next twelve months. Included in consideration is $1,719, which represents the fair value of the earn outs at the date of the acquisition, with a maximum earnout payment of $2,366. The Company incurred approximately $116 of acquisition costs, which are included in General and administrative expenses. Noble's results are included within the Products segment of the Company.

On June 30, 2017, the Company acquired ADI Systems North America Inc., Geomembrane Technologies Inc., and Lange Containment Systems, Inc. (collectively, "ADI") from ADI Group Inc for a total of CAD 71,414 ($54,937); CAD 67,320 ($51,785) cash at closing and the fair value of the earnout payments of CAD 4,094 ($3,152) at the date of acquisition. The cash paid at closing was initially funded through borrowings under the credit facility, which was subsequently paid off through the August 8, 2017 First lien facility amendment. The maximum amount payable under the earnouts is CAD 7,480 ($5,760) if certain performance metrics are acheived over a period of twenty-four months. The three are world leaders in wastewater solutions for industrial and manufacturing applications, primarily based in Fredericton, New Brunswick. ADI offers a wide range of technologies tailored to its customer base around the world in anaerobic digestion, aerobic treatment, and biogas treatment. They

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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(in thousands)

September 30, 2016 and June 30, 2017

3. Acquisitions and Divestitures (Continued)

also provide green energy recovery and water reuse technologies as well as industrial wastewater cover liners and containment systems. Combined, ADI has more than 260 customers in 35 countries. ADI's results are included within the Industrial segment of the Company. The Company incurred approximately $109 of acquisition costs, which are included in General and administrative expenses.

On June 30, 2017, the Company acquired Olson Irrigation Systems, a leading designer and producer of filters and irrigation components for the agriculture and industrial markets, based in Santee, California, for $9,406. Olson is part of the Company's Product segment and will help the business build upon its leadership in filtration serving a broad range of industrial applications. The Company incurred approximately $140 of acquisition costs, which are included in General and administrative expenses.

The preliminary opening balance sheet for the acquisitions is summarized as follows:

	ETS		Noble			ADI			Olson			Total

Current Assets	$	782	$	618		$	14,579		$	2,417		$	18,396
Property, plant and equipment		376		256			719			593			1,944
Goodwill		5,619		4,135			34,734			3,566			48,054
Other intangible assets		3,953		2,916			13,244			3,263			23,376

Total asset acquired		10,730		7,925			63,276			9,839			91,770
Total liabilities assumed		—		(291	)		(8,339	)		(433	)		(9,063	)

Net assets acquired	$	10,730	$	7,634		$	54,937		$	9,406		$	82,707

4. Fair Value Measurements

As of September 30, 2016 and June 30, 2017, the fair values of cash and cash equivalents, accounts receivable and accounts payable approximate carrying values due to the short maturity of these items.

The Company measures the fair value of pension plan assets and liabilities, deferred compensation plan assets and liabilities and long-term debt on a recurring basis pursuant to ASC Topic 820. ASC Topic 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:

Level 1: Quoted prices for identical instruments in active markets.

Level 3: Unobservable inputs in which little or no market data is available, therefore requiring an entity to develop its own assumptions.

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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(in thousands)

September 30, 2016 and June 30, 2017

4. Fair Value Measurements (Continued)

The following table presents the Company's financial assets and liabilities at fair value:

	Net Asset Value		Quoted Market Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)

As of September 30, 2016
Assets:
Pension plan
Cash	$	—	$	15,048	$	—		$	—
Government Securities		3,240		—		—			—
Liability Driven Investment		3,051		—		—			—
Guernsey Unit Trust		819		—		—			—
Global Absolute Return		2,028		—		—			—
Deferred compensation plan assets
Trust Assets				2,145		—			—
Insurance				—		15,918			—
Liabilities:
Pension plan		—		—		(36,944	)		—
Deferred compensation plan liabilities		—		—		(20,080	)		—
Long-term debt		—		—		(771,560	)		—
As of June 30, 2017
Assets:
Pension plan
Cash	$	—	$	15,191	$	—		$	—
Government Securities		3,129		—		—			—
Liability Driven Investment		4,920		—		—			—
Guernsey Unit Trust		886		—		—			—
Global Absolute Return		2,025		—		—			—
Deferred compensation plan assets
Trust Assets		—		1,532		—			—
Insurance		—		—		16,927			—
Liabilities:
Pension plan		—		—		(36,285	)		—
Deferred compensation plan liabilities		—		—		(20,375	)		—
Long-term debt		—		—		(825,956	)		—

Long term debt is accounted for at book value.

The pension plan assets and liabilities and deferred compensation assets and liabilities are included in Other non-current assets and Other non-current liabilities at September 30, 2016 and June 30, 2017.

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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(in thousands)

September 30, 2016 and June 30, 2017

5. Accounts Receivable

Accounts receivable are summarized as follows:

	September 30, 2016			June 30, 2017

Accounts Receivable	$	189,573		$	206,060
Allowance for Doubtful Accounts		(4,784	)		(3,591	)

	$	184,789		$	202,469

6. Inventories

The major classes of inventory, net are as follows:

	September 30, 2016			June 30, 2017

Raw materials and supplies	$	60,363		$	65,951
Work in progress		17,039			17,042
Finished goods and products held for resale		39,961			47,133
Costs of unbilled projects		5,825			5,474
Advance payment from customers		(655	)		(754	)
Reserves for excess and obsolete		(10,141	)		(11,340	)

	$	112,392		$	123,506

7. Property, Plant, and Equipment

Property, plant, and equipment consists of the following:

	September 30, 2016			June 30, 2017

Machinery and equipment	$	264,302		$	311,939
Land and buildings		79,423			81,075
Construction in process		27,388			31,949

		371,113			424,963
Less: accumulated depreciation		(114,348	)		(153,133	)

	$	256,765		$	271,830

Depreciation expense, including depreciation expense for capital leases, was $38,147 and $38,645 for the nine months ended June 30, 2016 and 2017, respectively. Maintenance and repair expense was $16,133 and $15,905 for the nine months ended June 30, 2016 and 2017, respectively.

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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(in thousands)

September 30, 2016 and June 30, 2017

8. Goodwill

Changes in the carrying amount of goodwill are as follows:

	September 30, 2016			June 30, 2017

Balance at beginning of period	$	113,583		$	267,643
Business combinations		153,890			48,054
Measurement period adjustment		(247	)		(572	)
Foreign currency translation		417			2,268

Balance at end of period	$	267,643		$	317,393

The measurement period adjustment for the year ended September 30, 2016 is related to the finalization of the valuation of the United Kingdom (UK) pension plan assets and liabilities, including consideration of deferred taxes. The measurement period adjustment for nine months ended June 30, 2017 is related to the finalization of the valuation of the Magneto and Delta acquisitions.

As of September 30, 2016 and June 30, 2017, $129,083 and $137,461, respectively, of goodwill is deductible for tax purposes.

9. Debt

Long-term debt consists of the following:

	September 30, 2016			June 30, 2017

First Lien Term Facility, due January 15, 2021	$	491,113		$	636,003
Second Lien Term Facility, due January 15, 2022		75,000			—
Incremental First Lien Facility, due January 15, 2021		184,075			182,688
Revolving Credit Facility, due January 15, 2019		18,000			60,000
Build Own Operate Financing, due June 30, 2024		—			7,100
Notes Payable, due June 30, 2018 to July 31, 2023		11,223			7,414

Total debt		779,411			893,205
Less unamortized discount and lender fees		(21,255	)		(19,484	)

Total net debt		758,156			873,721
Less current portion		(30,024	)		(73,093	)

Total long-term debt	$	728,132		$	800,628

Term Facilities and Revolving Credit Facility

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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(in thousands)

September 30, 2016 and June 30, 2017

9. Debt (Continued)

which contains a Letter of Credit sub-facility up to $35,000. These borrowings were issued at a discount to face value of .5% aggregating $2,900 and net of lender arrangement fees aggregating $16,700. Additional capitalized financing fees, including lender fees paid for the Revolving Credit Facility placement, aggregated $5,483. The First Lien Term Loan bears interest based on a variable rate subject to a 1% floor + 3.75% spread. As of June 30, 2017, the applicable First Lien Term Loan interest rate was 4.75%. First Lien principal and interest is payable in quarterly installments, with quarterly principal reductions of $1,648, and the balance due at maturity.

In April, 2016 the Company issued an Incremental First Lien Term Loan (the "Incremental First Lien"), in an aggregate principal amount of $185,000, with a 1% discount. The proceeds of the Incremental First Lien facility were used to finance the acquisition of Neptune Benson. The Incremental First Lien bears interest based on a variable rate subject to a 1% floor + 4.5% spread, with quarterly interest payments and principal reductions of $462.5 through maturity. As of June 30, 2017, the applicable Incremental First Lien interest rate was 5.65%. The Incremental Term Loan is coterminous with the existing First Lien Term Loan. The Incremental First Lien borrowing issued in April, 2016 was issued at a discount to face value of 1%, aggregating $1,850. Additional capitalized financing fees associated with the transaction aggregated $4,446. Both of these amounts are included as a contra liability to debt and total $5,689 and $4,692, net of amortization, at September 30, 2016 and June 30, 2017, respectively.

On October 28, 2016, the Company completed a tack-on financing to the First Lien Term Loan for $150,000, issued at a 0.25% discount of $375. The Company also upsized the Revolving Credit Facility capacity by $20,000 through this transaction, resulting in total Revolving Credit capacity of $95,000. The Company incurred $4,264 of additional financing fees related to this transaction, of which $3,823 were capitalized and are included as a contra liability to debt on the balance sheet.

Proceeds from this transaction were used to repay $33,000 outstanding on the Revolving Credit Facility, and to extinguish the $75,000 Second Lien Term Loan facility. The Company had $2,075 of unamortized fees related to the Second Lien Term Loan facility outstanding on October 28, 2016, which were written off upon extinguishment of the Second Lien debt.

Total fees, net of amortization, were $15,566 related to the First and Second Lien Term Loans, as of September 30, 2016. Total fees, net of amortization, were $14,792 related to the First Lien Term Loan and Incremental First Lien Term Loan as of June 30, 2017. These fees were included as a contract liability to debt on the balance sheet.

On June 30, 2017, the Company completed a Build Own Operate financing for $7,100. The Company incurred $50 of additional financing fees related to this transaction, which have been capitalized and are included as a contra liability on the balance sheet. This financing fully amortizes over the seven year tenure and at an interest rate of one month LIBOR plus 300 basis points. At the time of entering into the loan, the company entered into a swap transaction for the duration of the loan fixing the obligation at a rate of 5.08% per annum. Principal obligations are $254 per quarter.

Borrowings under the Revolving Credit Facility bear interest at variable rates plus a margin ranging from 225 to 325 basis points, dependent upon The Company's leverage ratio and Variable Rate selected. Base Rate borrowings under the Revolving Credit Facility at June 30, 2017 would have incurred interest at 6.50%, calculated as the 225 basis point floor plus the Prime Rate of 3.75%. The

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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(in thousands)

September 30, 2016 and June 30, 2017

9. Debt (Continued)

weighted average interest rate on Revolver borrowings at September 30, 2016 was 4.66%. Base rate Revolver interest is calculated as the greatest of the Federal Funds Rate + 5 basis points, 1-Month LIBOR + 1%, or the Prime Rate, plus 225 basis points.

The Company has borrowing availability under the Revolving Credit Facility of $75,000 and $95,000 and at September 30, 2016 and June 30, 2017, respectively, reduced for outstanding letter of credit guarantees. Such letter of credit guarantees are subject to a $35,000 sublimit within the Revolving Credit Facility. The Company's outstanding letter of credit guarantees under this agreement aggregated approximately $9,742 and $7,476 at September 30, 2016 and June 30, 2017, respectively. As of September 30, 2016 and June 30, 2017, the Company had outstanding revolver borrowings of $18,000 and $60,000, with an unused portion of $47,258 and $27,524, respectively. The Company has issued additional letters of credit of $8,423 under a separate arrangement.

The Term Loan Agreement contains limitations on incremental borrowings, is subject to leverage ratios and allow for prepayment. Under certain circumstances beginning with fiscal 2015 results of operations, the Company may be required to remit excess cash flows as defined based upon exceeding certain leverage ratios. The Company did not exceed such ratios during fiscal 2016, does not anticipate exceeding such ratios during 2017, and therefore does not anticipate any additional repayments during 2017.

Notes Payable

As of September 30, 2016 and June 30, 2017, the Company had notes payable in an aggregate outstanding amount of $11,223 and $7,414, with interest rates ranging from 6.26% to 7.39%, and due dates ranging from June 30, 2018 to July 31, 2023. These notes are related to certain equipment related contracts and are secured by the underlying equipment and assignment of the related contracts.

Repayment Schedule

Aggregate maturities of all long-term debt, including current portion of long-term debt and excluding capital lease obligations as of June 30, 2017, are presented below:


Fiscal Year
Remainder of 2017	$	63,679
2018		13,451
2019		9,979
2020		9,878
2021		792,704
Thereafter		3,514

Total	$	893,205

10. Product Warranties

The Company accrues warranty obligations associated with certain products as revenue is recognized. Provisions for the warranty obligations are based upon historical experience of costs

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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(in thousands)

September 30, 2016 and June 30, 2017

10. Product Warranties (Continued)

incurred for such obligations, adjusted for site-specific risk factors and as necessary, for current conditions and factors. There are significant uncertainties and judgments involved in estimating warranty obligations, including changing product designs, differences in customer installation processes and future claims experience which may vary from historical claims experience.

A reconciliation of the activity related to the accrued warranty, including both the current and long-term portions, is as follows:

	June 30, 2016			June 30, 2017

Balance at beginning of the period	$	31,758		$	23,309
Warranty provision for sales		9,523			4,108
Settlement of warranty claims		(14,333	)		(9,701	)
Foreign currency and other		(438	)		(341	)

Balance at end of the period	$	26,510		$	17,375

11. Restructuring and Related Charges

To better align its resources with its growth strategies and reduce the cost structure, the Company commits to restructuring plans as necessary. The Company initiated a Voluntary Separation Plan (VSP) during the year ending September 30, 2016. The VSP plan includes severance payments to employees as a result of streamlining business operations for efficiency, elimination of redundancies, and reorganizing business processes. The table below sets forth the amounts accrued for the restructuring components and related activity:

	June 30, 2016			June 30, 2017

Balance at beginning of the period	$	1,814		$	13,217
Restructuring charges		8,121			22,095
Cash payments		(10,040	)		(28,904	)
Other adjustments		534			(250	)

Balance at end of the period	$	429		$	6,158

The balances for accrued restructuring liabilities at June 30, 2016 and 2017 are recorded in Accrued expenses and other liabilities. Restructuring charges primarily represent severance charges. The Company expects to pay out the remaining amounts accrued as of June 30, 2017 during the year ending September 30, 2017, in addition to incurring another $663 during that same time period related to the VSP. The Company continues to evaluate restructuring activities that may result in additional charges in the future.

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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(in thousands)

September 30, 2016 and June 30, 2017

12. Employee Benefit Plans

The Company maintains multiple employee benefit plans, covering employees at certain non-U.S. locations.

Pension expense for the nine months ended June 30, 2016 and 2017 for the German and UK plans were as follows:

	Nine months ended

	June 30, 2016			June 30, 2017
Service Cost	$	596		$	802
Interest Cost		337			246
Expected return on plan assets		(118	)		(121	)
Amortization of actuarial losses		94			563

Pension expense for defined benefit plans	$	910		$	1,490

13. Income Taxes

The Company's effective tax rate (ETR) was 270.38% for the nine months ended June 30, 2016 and (4.70)% for the nine months ended June 30, 2017, respectively. During the nine months ended June 30, 2017, the increase in tax expense to the Company was the result of realizing tax expense in a jurisdiction that excludes certain items from the valuation allowance analysis. This caused the quarterly ETR to be significantly different from the Company's historical annual ETR.

14. Concentration of Credit Risk

The Company's cash and cash equivalents and accounts receivable are potentially subject to concentration of credit risk. Cash and cash equivalents are placed with financial institutions that management believes are of high credit quality. Accounts receivable are derived from revenue earned from customers located in the U.S. and internationally and generally do not require collateral. The Company's trade receivables do not represent a significant concentration of credit risk as of and for the periods ended September 30, 2016 and June 30, 2017 due to the wide variety of customers and markets into which products are sold and their dispersion across geographic areas. The Company does perform ongoing credit evaluations of its customers and maintains an allowance for potential credit losses on trade receivables. As of and for the periods ended June 30, 2016 and, 2017, no customer accounted for more than 10% of net sales or net accounts receivable.

The Company operates predominantly in seven countries worldwide and provides a wide range of proven product brands and advanced water and wastewater treatment technologies, mobile and emergency water supply solutions and service contract options through its Industrial, Municipal and Products segments. The Company is a multi-national business but its sales and operations are primarily in the U.S.

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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(in thousands)

September 30, 2016 and June 30, 2017

15. Related-Party Transactions

Transactions with Investors

The Company pays an advisory fee of $1,000 per quarter to AEA Investors (AEA), the private equity firm and ultimate majority shareholder. In addition, the Company reimburses AEA for normal and customary expenses incurred by AEA on behalf of the Company. The Company incurred expenses, excluding advisory fees, of $190 and $249 for the nine months ended June 30, 2016 and 2017, respectively. The amounts owed to AEA were $100 and $0 at September 30, 2016 and June 30, 2017, respectively, and were included in Accrued expenses and other liabilities.

Additionally, in order to facilitate the acquisition of Neptune Benson in April, 2016, the Company received an additional $6,895 of capital contribution from AEA that was used to fund the acquisition.

AEA, through two of its affiliated funds, is one of the lenders in the Incremental First Lien facility, with a commitment of $14.925 and $16.262 as of September 30, 2016 and June 30, 2017, respectively.

16. Commitments and Contingencies

Operating Leases

Total rent expense was $6,276 and $5,657 for the nine months ended June 30, 2016 and 2017, respectively. Future minimum aggregate rental payments under non-cancelable operating leases are as follows:


Fiscal Year
Remainder of 2017		3,047
2018		10,497
2019		8,262
2020		6,450
2021		3,758
Thereafter		19,453

Total	$	51,467

Capital Leases

The Company leases certain equipment under leases classified as capital leases. The leased equipment is depreciated on a straight line basis over the life of the lease and is included in depreciation expense. The gross and net carrying values of the equipment under capital leases were $29,261 and $22,788, respectively, as of September 30, 2016 and $41,947 and $29,920, respectively, as of June 30, 2017 and are recorded in Property, plant and equipment, net.

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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(in thousands)

September 30, 2016 and June 30, 2017

16. Commitments and Contingencies (Continued)

The following is a schedule showing the future minimum lease payments under capital leases by years and the present value of the minimum lease payments as of June 30, 2017.


Fiscal Year
Remainder of 2017	$	2,426
2018		9,394
2019		8,388
2020		6,425
2021		3,608
Thereafter		3,098

	$	33,339
Less amount representing interest (at rates ranging from 2.15% to 3.65%)		2,968

Present value of net minimum capital lease payments		30,371
Less current installments of obligations under capital leases		9,400

Obligations under capital leases, excluding current installments	$	20,971

The Company is a lessor to multiple parties. The Company purchases equipment through internal funding or bank debt equal to the fair market value of the equipment. The equipment is then leased to customers for periods ranging from five to twenty years. The Company also leases equipment to one customer under a direct financing lease. The primary difference between this lease and the other operating leases is that this transaction resulted from a sale-leaseback transaction and does not have the same level of performance guarantees that the other agreements have. As of June 30, 2017, future

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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(in thousands)

September 30, 2016 and June 30, 2017

16. Commitments and Contingencies (Continued)

minimum lease payments receivable under the direct financing lease and the operating lease are as follows:

	Direct Financing Lease			Operating Lease

Fiscal year
Remainder of 2017	$	1,209		$	2,770
2018		4,018			7,194
2019		—			4,942
2020		—			4,183
2021		—			1,929
Thereafter		—			5,483

Future minimum lease payments		5,227		$	26,501



Less unearned income		(243	)

Net investment in direct financing lease		4,984
Less current portion		(4,605	)

Noncurrent portion	$	379

The current receivables under the direct financing lease are included in Prepaid and other current assets. The non-current portion of the direct financing lease is included in Other non-current assets.

Guarantees

As of September 30, 2016 and June 30, 2017, the Company had letters of credit totaling $18,129 and $15,902, respectively, and Surety Bonds totaling $102,228 and $80,259 respectively, outstanding under the Company's credit arrangements. The longest maturity date of the letters of credit and surety bonds related to commercial contracts in effect as of June 30, 2017 was March 31, 2024. Additionally, as of September 30, 2016 and June 30, 2017, the Company had letters of credit totaling $1,529 and $1,104, respectively, and Surety Bonds totaling $43,663 and $14,256, respectively, outstanding under the Company's prior arrangement with Siemens.

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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(in thousands)

September 30, 2016 and June 30, 2017

16. Commitments and Contingencies (Continued)

Litigation

17. Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following:

	September 30, 2016		June 30, 2017

Salaries, wages and other benefits	$	44,776	$	40,549
Taxes		10,643		10,505
Obligation under capital leases		6,231		9,400
Insurance liabilities		5,484		7,032
Provisions for litigation		3,894		4,930
Pension payable		1,255		1,233
Severance payments		13,217		6,158
Third party commissions		9,155		7,686
Other		16,652		28,840

	$	111,307	$	116,333

18. Segment Reporting

The Company has three reportable segments—Industrial, Municipal and Products. The key factors used to identify these reportable segments are the organization and alignment of the Company's internal operations, the nature of the products and services, and customer type. The business segments are described as follows:

Municipal helps engineers and municipalities meet new demands for plant performance through leading equipment, solutions and services backed by trusted brands and over 100 plus years of applications experience. Their customers include waste water and drinking water collection and distribution systems, utility operators and odor control services.

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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(in thousands)

September 30, 2016 and June 30, 2017

18. Segment Reporting (Continued)

Products has distinct business operating units. Each has a unique standard product built on well-known brands and technologies that are sold globally through multiple sales and aftermarket channels. Additionally, Products also offers industrial, municipal and water recreational users with well-known brands that improve operational reliability and environmental compliance. Their customers include original equipment manufacturers, regional and global distributors, engineering, procurement and contracting customers, end users in the municipal, industrial and commercial industries hotels, resorts, colleges, universities, waterparks, aquariums and zoos in addition to customers in the industrial and municipal industries.

The Company evaluates its business segments' operating results based on earnings before interest, taxes, depreciation and amortization. Corporate activities include general corporate expenses, elimination of intersegment transactions, interest income and expense and other unallocated charges. Since certain administrative and other operating expenses and other items have not been allocated to business segments, the results in the below table are not necessarily a measure computed in accordance with generally accepted accounting principles and may not be comparable to other companies.

	Nine months ended

	June 30, 2016			June 30, 2017
Total sales
Industrial	$	449,291		$	464,415
Municipal		220,006			217,897
Products		196,068			255,881

Total sales		865,365			938,193

Intersegment sales
Industrial		5,478			3,554
Municipal		20,526			18,970
Products		21,573			24,753

Total intersegment sales		47,577			47,277

Sales to external customers
Industrial		443,813			460,861
Municipal		199,481			198,927
Products		174,494			231,128

Total sales		817,788			890,916

Earnings before interest, taxes, depreciation and amortization (EBITDA)
Industrial		89,716			102,133
Municipal		27,427			29,644
Products		31,941			53,667
Corporate		(76,183	)		(96,754	)

Total EBITDA		72,901			88,690
Depreciation and amortization
Industrial		28,472			27,632
Municipal		6,026			6,119
Products		3,771			8,413

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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(in thousands)

September 30, 2016 and June 30, 2017

18. Segment Reporting (Continued)

	Nine months ended

	June 30, 2016			June 30, 2017
Corporate		12,717			13,649

Total depreciation and amortization		50,986			55,813
Income from operations
Industrial		61,244			74,501
Municipal		21,401			23,525
Products		28,170			45,254
Corporate		(88,900	)		(110,418	)

Total income from operations		21,915			32,862
Interest expense		(29,467	)		(39,117	)

Loss before income taxes		(7,552	)		(6,255	)
Income tax benefit (expense)		20,419			(295	)

Net income (loss)	$	12,867		$	(6,550	)



Capital expenditures
Industrial	$	26,151		$	31,019
Municipal		4,011			4,239
Products		2,445			1,577
Corporate		2,110			3,640

Total capital expenditures	$	34,717		$	40,475

	September 30, 2016		June 30, 2017

Assets
Industrial	$	370,970	$	442,809
Municipal		123,041		138,498
Products		477,804		496,132
Corporate		324,416		343,264

Total assets	$	1,296,231	$	1,420,703

	September 30, 2016		June 30, 2017

Goodwill
Industrial	$	80,157	$	127,599
Municipal		9,691		10,049
Products		177,795		179,745

Total goodwill	$	267,643	$	317,393

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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(in thousands)

September 30, 2016 and June 30, 2017

19. Earnings per share

The following table sets forth the computation of basic and diluted loss from continuing operations per common share (in thousands, except per share amounts):

	Nine months ended

	June 30, 2016		June 30, 2017
Numerator:
Loss from continuing operations per common share -
Net income (loss) from continuing operations attributable to EWT	$	11,812	$	(8,898	)
Denominator:
Weighted average shares		3,836		3,875
Effect of dilutive securities:
Share-based compensation		31		—

Denominator for diluted net income (loss) per common share—adjusted weighted average shares		3,867		3,875

Basic income (loss) from continuing operations attributable to EWT Holdings I Corp per common share	$	3.08	$	(2.30	)



Diluted income (loss) from continuing operations attributable to EWT Holdings I Corp per common share	$	3.05	$	(2.30	)

Since the Company was in a net loss position for the nine months ended June 30, 2017, there was no difference between the number of shares used to calculate basic and diluted loss per share. Because of their anti-dilutive effect, 352 common share equivalents comprised of employee stock options have been excluded from the diluted EPS calculation for the nine months ended June 30, 2017.

20. Subsequent Events

On August 8, 2017 the company amended the First Lien Term Facility to 1) increase the term loan balance by $80,000 2) reprice the Incremental First Lien Term Facility and 3) combine all tranches into a single tranche. The First Lien Term Facility now carries a rate of LIBOR + 375 basis points. Proceeds from the additional borrowing were used to reduce the revolving credit facility balance and to increase cash on hand for general corporate operating purposes.

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Independent Auditor's Report

To the Board of Directors and Shareholders of
NB Intermediate Holdings, LLC

Report on the Financial Statements

We have audited the accompanying consolidated financial statements of NB Intermediate Holdings, LLC and Subsidiaries (the Company) which comprise the consolidated balance sheet as of December 31, 2015, and the related consolidated statements of income, changes in member's equity and cash flows for the year then ended and the related notes to the consolidated financial statements (collectively, the financial statements).

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of NB Intermediate Holdings, LLC and Subsidiaries as of December 31, 2015, and the results of their operations and their cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

/s/ RSM US LLP
Boston, Massachusetts
April 8, 2016, except for Note 13, as to which the date is April 15, 2016

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NB Intermediate Holdings, LLC and Subsidiaries

Consolidated Balance Sheet as of December 31, 2015

	December 31, 2015

ASSETS
Cash and cash equivalents	$	1,235,155
Restricted cash		259,824
Accounts receivable, net of allowance for doubtful accounts of $63,541		18,397,030
Inventories, net		10,582,896
Prepaid expenses and other current assets		1,310,954

Total current assets		31,785,859

Property and equipment, net		1,343,511
Deferred Costs		695,625
Intangible assets, net		36,658,324
Goodwill		30,538,623

Total other assets		69,236,083

Total assets	$	101,021,942



LIABILITIES AND MEMBER'S EQUITY
Current liabilities:
Revolving loan	$	900,000
Current portion of long term debt		2,004,073
Accounts payable and accrued expenses		8,785,507
Distributions payable		2,673,078
Customer deposits		773,357
Contingent consideration payable		582,839
Due to related party		5,892

Total current liabilities		15,724,746
Long-term debt, net of current portion		61,173,258

Total liabilities		76,898,004

Commitments and contingencies (Note 10)		—
Member's equity:
Contributed equity		44,416,090
Additional paid in capital		448,083
Accumulated deficit		(20,740,235	)

Total member's equity		24,123,938

Total liabilities and member's equity	$	101,021,942

See notes to consolidated financial statements.

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NB Intermediate Holdings, LLC and Subsidiaries

Consolidated Statement of Income for the Year Ended December 31, 2015

	December 31, 2015

Net sales	$	55,734,875
Cost of goods sold		23,822,913

Gross profit		31,911,962
Commission income		144,563

		32,056,525
Selling, general and administrative expenses		13,995,048
Acquisition related expenses		527,407
Intangible asset amortization expense		7,510,962
Settlement of acquisition claim		(562,701	)
Management fees		867,763

Operating income		9,718,046

Other income (expense):
Other income (expense)		27,896
Foreign currency gain (loss)		(29,189	)
Interest expense		(5,174,048	)

Net other expense		(5,175,341	)

Net income	$	4,542,705

See notes to consolidated financial statements.

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NB Intermediate Holdings, LLC and Subsidiaries

Consolidated Statement of Member's Equity for the Year Ended December 31, 2015

	Contributed Equity			Additional Paid in Capital			Accumulated Deficit			Total Member's Equity

Balance at January 1, 2015	$	45,166,090		$	569,811		$	(23,247,537	)	$	22,488,364
Net income		—			—			4,542,705			4,542,705
Distributions declared		—			—			(2,035,403	)		(2,035,403	)
Redemption of member units		(750,000	)		(391,832	)		—			(1,141,832	)
Equity based compensation		—			270,104			—			270,104

Balance at December 31, 2015	$	44,416,090		$	448,083		$	(20,740,235	)	$	24,123,938

See notes to consolidated financial statements.

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NB Intermediate Holdings, LLC and Subsidiaries

Consolidated Statement of Cash Flows for the Year Ended December 31, 2015

	2015

Cash flows from operating activities:
Net income	$	4,542,705
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		303,525
Amortization		7,510,421
Amortization of debt issuance costs		610,869
Equity based compensation		270,104
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable, net		(9,091,986	)
Inventories, net		(3,767,599	)
Prepaid expenses		(638	)
Increase (decrease) in:
Accounts payable and accrued expenses		4,328,122
Customer deposits		477,841
Due to related party		(5,779	)

Net cash provided by operating activities		5,177,585

Cash flows from investing activities:
Restriction of cash		(259,824	)
Deferred costs		(695,625	)
Purchases of property and equipment		(558,126	)
Purchase acquisitions		(2,727,754	)
Purchase of non-compete agreements		(101,000	)
Purchases of intangible assets		(166,723	)

Net cash used in investing activities		(4,509,052	)

Cash flows from financing activities:
Payments on long-term debt		(3,500,000	)
Payments of debt issuance costs		(73,750	)
Payments of contingent consideration		(58,161	)
Redemption of member units		(1,141,832	)
Distributions paid		(760,919	)
Payments to former Sonitec stockholders		(316,000	)
Proceeds (payments) from revolving loan		576,890
Proceeds from long-term debt		3,500,000

Net cash used in financing activities		(1,773,772	)

Net decrease in cash and cash equivalents		(1,105,239	)
Cash and cash equivalents, beginning of year		2,340,394

Cash and cash equivalents, end of year	$	1,235,155



Supplemental disclosures of cash flow information:
Interest paid	$	4,455,375



Income taxes	$	—



Supplemental disclosures of investing and financing activities:
Acquisitions:
Accounts receivable	$	328,901
Inventory		483,030
Prepaid expenses and other assets		85,820
Property and equipment		85,928
Trademarks and trade names		243,000
Product technology		960,000
Customer relationships		1,500,000
Backlog		60,000
Goodwill		987,471
Accounts payable and accrued expenses		(473,543	)
Customer deposits		(150,070	)
Short-term debt		(323,110	)
Sonitec former stockholder advances		(316,000	)

Net assets acquired		3,471,427
Less: contingent consideration payable		(641,000	)
Less: working capital settlement payable		(102,673	)

Cash paid for businesses acquired	$	2,727,754



Costs incurred with acquisition:
Transaction costs	$	527,407

See notes to consolidated financial statements.

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NB Intermediate Holdings, LLC and Subsidiaries

Notes to Audited Consolidated Financial Statements

1. Nature of Operations and Basis of Presentation

NB Intermediate Holdings, LLC ("NB Intermediate") is a wholly owned subsidiary of NB Filtration Holdings, LLC. (the "Parent"). NB Intermediate, a Delaware Limited Liability Company, is the sole owner of Neptune-Benson, LLC ("Neptune-Benson"). Neptune-Benson is the sole owner of Engineered Treatment Systems, LLC ("ETS") and 3287920 Nova Scotia Limited ("Nova Scotia"). Nova Scotia is the sole owner of Sonitec-Vortisand Technologies ULC ("Sonitec"). The consolidated financial statements include the accounts of NB Intermediate, Neptune-Benson, ETS, Nova Scotia and Sonitec (together, the "Company"). The Parent, NB Intermediate and Neptune-Benson were established prior to July 7, 2011 for the purpose of acquiring all assets and assuming certain liabilities of Neptune-Benson, Inc. On September 11, 2012, Neptune-Benson acquired the assets and assumed certain liabilities of ETS. On December 6, 2013, Neptune-Benson acquired certain assets of BRI Metal Works, Inc. ("BRI"). Nova Scotia was established on April 9, 2015, for the purpose of acquiring the stock of Sonitec-Vortisand Technologies ULC. On January 14, 2015, Neptune-Benson acquired certain assets of ProFlo, Inc. ("ProFlo").

Neptune-Benson is principally engaged in the design and manufacture of aquatic filtration and recirculation systems, and is headquartered in Coventry, Rhode Island. The Company sells its products to swimming pool and aquatic recreational facilities, aquariums, zoos and water parks throughout the world. The Company generally sells to contractors building or renovating these facilities. ETS is principally engaged in the design and manufacture of UV Systems for the commercial aquatics industry and for the industrial and municipal markets. ETS's manufacturing facility is located in Beaver Dam, Wisconsin. Sonitec is principally engaged in the design and sale of micro-sand filters in the industrial sector. Sonitec's facility is located in Montreal, Canada. Manufacturing for Sonitec filters is performed out of Coventry, Rhode Island. BRI was principally engaged in the design and manufacture of filters and was a significant supplier to Neptune-Benson. ProFlo was principally engaged in the design and manufacture of water strainers.

2. Summary of Significant Accounting Policies

Codification

The accompanying consolidated financial statements have been prepared in accordance with accounting standards set by the Financial Accounting Standards Board ("FASB"). The FASB sets generally accepted accounting principles ("GAAP") that the Company follows to ensure its financial condition, results of operations, and cash flows are consistently reported. References to GAAP issued by the FASB in these notes to the consolidated financial statements are to the FASB Accounting Standards Codification ("ASC").

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturity dates of three months or less when purchased, to be cash equivalents.

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Notes to Audited Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

The Company maintains its cash and cash equivalents in bank deposit accounts, which, at times may exceed federally insured limits. The Company has not experienced losses in such accounts. The Company believes that it is not exposed to any significant credit risk on cash and cash equivalents.

Restricted Cash

The Company's Bank has issued letters of guarantee to certain customers totaling $219,824 to guarantee the Company's performance on extended warranty contracts purchased by certain customers. The letters of guarantee are secured by cash held in a restricted cash account. The Company also has $40,000 of restricted cash securing corporate credit cards. These amounts are classified as restricted cash on the accompanying consolidated balance sheet at December 31, 2015.

Accounts Receivable

Accounts receivable are stated at the amount management expects to collect from the outstanding balance. On a regular basis, the Company reviews the adequacy of its allowance for doubtful accounts based on historical collection results and current economic conditions using factors based on the aging of its accounts receivable. In addition, the Company estimates specific additional allowances based on indications that a specific customer may be experiencing financial difficulties. When the Company determines that an account is uncollectible, it is written off against the allowance for doubtful accounts. Recoveries of amounts receivable previously written off are recorded when received. A receivable is considered to be past due if any portion of the receivable balance is outstanding for more than 90 days.

Inventories

Inventories, which include material, labor and overhead, are stated at the lower of cost or market. Cost is determined using the first-in, first-out ("FIFO") method. The Company expenses overhead costs related to idle capacity in the period the costs are incurred. On a regular basis, the Company reviews the adequacy of its provision for excess and obsolete inventory based on historical experience, product knowledge and demand estimates. The Company records, as a charge to cost of goods sold, any amounts required to reduce the carrying value of its inventory to net realizable value.

Property and Equipment

Property and equipment are stated at cost. Depreciation of property and equipment is recorded using the straight-line method over the estimated useful lives of the assets. Maintenance and repair costs are expensed as incurred. Upon sale or retirement, the cost and related accumulated depreciation are removed from the respective accounts and the resulting gain or loss is included in current operations.

The estimated useful lives of property and equipment are as follows:


Machinery and equipment		1 - 5 years
Computer equipment and software		1 - 5 years
Office equipment		1 - 5 years
Furniture and fixtures		1 - 5 years
Motor vehicle		5 years

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NB Intermediate Holdings, LLC and Subsidiaries

Notes to Audited Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

Software Development Costs

Costs for software developed for internal use are accounted for in accordance with ASC 350, Intangibles—Goodwill and Other—Internal-Use Software . ASC 350 requires the capitalization of certain costs incurred in connection with developing or obtaining internal-use software. In accordance with ASC 350, the Company expenses costs incurred in the preliminary project stage of developing or acquiring internal use software, such as research and feasibility studies, as well as costs incurred in the post-implementation/operational stage, such as maintenance and training. Capitalization of software development costs occurs only after the preliminary project stage is complete, management authorizes the project, and it is probable that the project will be completed and the software will be used for the function intended. Costs associated with the purchase and development of computer software are capitalized and amortized on a straight-line basis over the estimated useful life of the related asset once placed in service. Software development costs totaling $695,625 are recorded in deferred costs as of December 31, 2015 and have not yet been placed in service. The capitalized costs include software license fees and contractor development and implementation costs. The software development project was put on hold by management late in 2015 and is expected to be continued in early 2016.

Impairment of Long-Lived Assets

The Company accounts for impairment of long-lived assets in accordance with ASC 360— Property, Plant and Equipment . ASC 360 requires that long-lived assets, including definite-lived intangibles, be reviewed for impairment whenever events or changes in circumstances indicate that the book value of the asset may not be recoverable. The Company evaluates whether events and circumstances have occurred that indicate possible impairment.

An asset is considered impaired if the net book value of the asset exceeds the future projected undiscounted cash flows anticipated to be generated by the asset. The impairment is then measured as the excess of the net book value of the asset over its estimated fair value. For the year ended December 31, 2015, no impairment charge was required.

Debt Issuance Costs

Debt issuance costs consist of capitalized professional fees, bank fees and other costs associated with the securing of bank financing. These costs represent a debt discount and reduce the carrying value of the related debt. The costs are being amortized using the effective interest method over the terms of the respective debt agreements. The Company paid debt issuance costs in 2015 totaling $73,750, which was recorded as additional debt discount in connection with the modifications of the senior debt.

Amortization expense for the year ended December 31, 2015 was $610,869, and is included in interest expense in the accompanying consolidated statement of income.

Goodwill and Intangible Assets

The Company accounts for business combinations pursuant to ASC 805, Business Combinations . Goodwill in such acquisitions represents the excess of the cost of a business acquired over the fair value of the net assets acquired, including identifiable intangible assets, and liabilities assumed. ASC 805 specifies criteria to be used in determining whether intangible assets acquired in a business

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Notes to Audited Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

combination must be recognized and reported separately from goodwill. Amounts assigned to goodwill and other identifiable intangible assets were determined with the assistance of an independent appraiser using a market approach and a discounted cash flow analysis.

Under FASB ASC 350, Intangibles—Goodwill and Other, intangible assets with indefinite lives are reviewed annually for impairment. The review for impairment consists of a comparison of the fair value of the asset with its carrying amount. Fair value is an estimate of the price a willing buyer would pay for the intangible asset and is generally estimated by discounting the expected future cash flows associated with the intangible asset.

In accordance with the related guidance, the Company, with the assistance of independent valuation experts, conducts an impairment evaluation for goodwill at least annually, or more frequently, if events or changes in circumstances indicate that an asset might be impaired. The evaluation is performed using a two-step process. The first step (defined as "Step 1") compares the book value of the Company's reporting unit to its estimated fair value. The second step (defined as "Step 2") of the goodwill impairment test, which is only required when the net book value of the reporting unit exceeds the fair value, compares the implied fair value of goodwill to its book value to determine if an impairment is required. The Company estimates the fair value of its reporting units using the income and market approaches which measure the value of an intangible asset based on the expected stream of monetary benefits attributable to it over its remaining useful life, and market appraisal. The Company has two reporting units and performs its annual step 1 analysis in the fourth quarter.

The Company provides for amortization of intangible assets with definite lives using straight-line methods over their estimated useful lives. The amortization periods of the intangible assets are as follows:


Trademarks and trade names		10 years
Developed technology		9 years
Backlog		<1 year
Non-compete agreements		5 years
Customer relationships		9 years
Patents		9 years
Software development costs		3 years

Revenue Recognition

Revenue from product sales is recorded, net of sales tax, at the time of shipment, provided that persuasive evidence of an arrangement exists, the seller's price to the buyer is fixed or determinable and collectability is reasonably assured. Shipping and handling fees charged to customers are recognized at the time the products are shipped and are included in net sales. The related shipping and handling costs are included in cost of goods sold on the accompanying consolidated statements of operations.

The company follows the guidance of Accounting Standards Codification ("ASC") Subtopic 605-25, Multi-Deliverable Revenue Arrangements (ASC 605-25). Agreements containing multiple elements are divided into separate units of accounting if certain criteria are met, including whether the delivered element has a stand-alone value to the customer. The consideration received is then allocated among the separate units based on the hierarchy discussed below. For those deliverables that qualify as

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Notes to Audited Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

separate units of accounting, the Company must assign value based on each deliverable's vendor-specific objective evidence ("VSOE") of the value, if applicable, third-party evidence ("TPE") of its value if VSOE is not available, or estimated selling price ("ESP") if neither VSOE or TPE is available. Arrangement consideration is then allocated to all deliverables using the relative selling price method.

Concentration of Credit Risk and Major Customers

For the year ended December 31, 2015 the Company had no customers that accounted for more than 10% of sales. As of December 31, 2015, there was no individual customer that accounted for more than 10% of the accounts receivable balance.

Advertising

The Company expenses the costs of advertising as incurred. For the year ended December 31, 2015, advertising expenses amounted to $172,450.

Fair Value Measurements

The Company follows current accounting standards for fair value measurements, which define fair value as "the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date", and establish a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. There are three levels of inputs that may be used to measure fair value.

Level 1—Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2—Applies to assets or liabilities for which there are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3—Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates included in the consolidated financial statements include allowance for doubtful accounts, excess and

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NB Intermediate Holdings, LLC and Subsidiaries

Notes to Audited Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

obsolete inventory, warranty reserves, equity based compensation, contingent consideration and the estimated values and lives of long-lived assets, including goodwill and intangible assets.

Product Warranties

Most of the Company's products carry a product warranty, which generally provides customers the right to return defective product during the specified warranty period, for repair or replacement at no cost to the customer. Based upon a specific issue identified during 2013, with respect to certain grates sold through June 2013, the Company recorded a warranty reserve. At December 31, 2015, there was no requirement for a warranty reserve on other products. Following is a schedule of warranty reserve activity:


Warranty reserve, beginning balance	$	250,288
Warranty costs		—
Warranty claims		(45,718	)

Warranty reserve, ending balance	$	204,570

Financial Instruments

The carrying amount of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and customer deposits approximate fair value due to the short term nature of these instruments. The carrying amount of the long-term debt is reported net of unamortized debt issuance costs totaling $672,669 at December 31, 2015. The face value of the senior debt and revolving line of credit approximates fair value as the related interest rates approximate the Company's incremental borrowing rate for similar obligations. The face value of the related debt instruments are presented in Note 7. In addition, the senior and revolving debt are at variable rates. The following table summarizes the estimated fair values of the Company's other financial instruments at December 31, 2015:

	Fair Value at December 31, 2015

Senior debt and revolving loan	$	(64,750,000	)

Equity Based Compensation

The Company accounts for equity-based awards to employees using the fair value method as prescribed by U.S. GAAP. Accordingly, compensation expense is recorded for the fair value of equity awards issued to employees measured at the date of grant, over the requisite service period for P units of five years.

Compensation costs for unit awards issued to employees and expected to vest, are recognized over the vesting period based on the grant date fair value of the unit awards. For time based awards, compensation cost is recognized on a straight-line basis over the vesting period. The grant date has been considered the measurement date for all awards granted.

The fair value of each grant is estimated on the date of the grant based on a valuation of the equity interests issued, which is performed by a third party valuation specialist.

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NB Intermediate Holdings, LLC and Subsidiaries

Notes to Audited Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

Income Taxes

The Company is a Limited Liability Company which has elected to be taxed as a partnership. The Company is not liable for any income taxes. The members of the Company's parent will pay income taxes on their respective share of the Company's income. The Company will declare and pay distributions calculated at the highest tax rate of the members on the income earned and reported by the Company on its tax returns. Such amounts will be recognized as a distribution in the period in which the income is earned. The Company declared $2,035,403 of distributions for the year ended December 31, 2015.

The Company follows FASB ASC 740, Accounting for Uncertainty in Income Taxes ("ASC 740"). ASC 740 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740 also requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company's tax returns to determine whether the tax positions are more-likely-than-not of being sustained by the applicable tax authority. Tax positions not deemed to meet a more-likely-than-not threshold would be recorded as a tax expense in the current year.

The Company files tax returns in the federal and various state jurisdictions. Management has reviewed the Company's tax positions for the open tax years 2012 - 2015 and has determined that no provision for uncertain tax positions is required in the Company's consolidated financial statements. Penalties and interest, if any, would be recorded in income tax expense.

Foreign Currency Translation

The Company accounts for activity with its Sonitec subsidiary in accordance with ASC 830, Foreign Currency Matters. The Company determined that the functional currency of the Sonitec subsidiary is the United States Dollar.

Accordingly, all monetary assets and liabilities of the Sonitec subsidiary are remeasured into U.S. dollars at exchange rates in effect as of the balance sheet date, and nonmonetary assets and liabilities are translated at historical exchange rates. Results of operations are remeasured at the average exchange rates for the period. Foreign exchange gains and losses from revaluation of the non-U.S. dollar denominated assets and liabilities, which were immaterial in 2015 are included in the Company's results of operations.

The transaction gains and losses for the year ended December 31, 2015 were $29,189 and are recorded in other income (expense), net, in the consolidated statements of operations for the year then ended.

Recent Accounting Policies

On August 12, 2015, the FASB issued Accounting Standards Update (ASU) 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. This ASU: (a) defers the effective date of ASU 2014-09, Revenue from Contracts with Customers (Topic 606), by one year for both public and nonpublic entities and (b) allows early adoption of the ASU by all entities as of the original effective date for public entities. ASU 2014-09, Revenue from Contracts with Customers (Topic 606), will require an entity to recognize the amount of revenue to which it expects to be entitled

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2. Summary of Significant Accounting Policies (Continued)

for the transfer of promised goods or services to customers. The updated standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective for annual reporting periods beginning after December 15, 2018. The Company is currently assessing the impact adoption of this guidance will have on its consolidated financial statements.

The FASB issued Accounting Standards Update (ASU) 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Cost. This ASU requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs is not affected by the new guidance. This standard was implemented as of December 31, 2015.

3. Business Combinations

Sonitec Acquisition

On April 9, 2015, Neptune-Benson acquired all of the stock of Sonitec-Vortisand Technologies ULC and non-compete agreements with the seller, for a total consideration of $2,727,957, including a working capital settlement of $102,673, paid in January 2016. Of the total consideration, $2,637,957 was allocated to the purchase and $90,000 was allocated to the non-compete agreements. Of the consideration transferred, $2,334,284 was paid in cash to the sellers and a contingent earnout with an estimated fair market value of $291,000 was incurred. The contingent consideration requires the Company to make additional payments to the sellers, based on the performance of the business. The contingent payment is based on the value of purchase orders received for the year ending December 31, 2016 and was calculated by the Company's third party valuation specialist based on a probability weighting of likely outcomes.

Assets acquired and liabilities assumed in connection with the acquisition have been recorded at their fair values. The excess of the acquisition price over the fair value of the assets acquired and liabilities assumed was recorded as goodwill. All of the goodwill is deductible by the Parent Company's members for tax purposes. The Company incurred $483,654 in acquisition related expenses. The

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Notes to Audited Consolidated Financial Statements (Continued)

3. Business Combinations (Continued)

following summarizes the estimated fair value of the assets acquired and liabilities assumed by the Company in accordance with the acquisition method of accounting:


Accounts receivable	$	328,901
Inventory		308,560
Prepaid expenses and other current assets		85,820
Property and equipment		85,928
Tradename		220,000
Product technology		760,000
Customer relationships		1,500,000
Backlog		60,000
Goodwill		551,471
Accounts payable and accrued expenses		(473,543	)
Customer deposits		(150,070	)
Short-term debt		(323,110	)
Sonitec former stockholder advances		(316,000	)

Net assets acquired	$	2,637,957

Fair market value of net assets acquired:


Total fair market value of net assets acquired	$	2,637,957
Less: contingent consideration		(291,000	)
Less: working capital settlement payable		(102,673	)

Cash paid for net assets acquired	$	2,244,284

The purpose of the transaction was to expand and diversify the Company's customer base to include industrial and municipal markets and to add complimentary products and services. Goodwill recorded in the transaction reflects the synergistic value of the customer base and product lines of the companies acquired and the Company's ability to leverage the existing and newly acquired resources to expand sales and profitability. The costs of the non-compete agreements are amortized over the life of the agreements.

The contractual gross receipts acquired were $364,723. Management anticipates recovery of these receipts of $328,901.

ProFlo, Inc. Acquisition

On January 14, 2015, Neptune-Benson acquired certain assets of ProFlo, Inc., for a total consideration of $844,470. Of the total consideration, $833,470 was allocated to the purchase and $11,000 was allocated to the non-compete agreements. Of the consideration transferred, $494,470 was paid in cash to the sellers and a contingent earnout with an estimated fair market value of $350,000 was incurred. The contingent consideration requires the Company to make additional payments to the sellers, based on the performance of the business. The contingent consideration was calculated by the Company's third party valuation specialist based on a probability weighting of potential outcomes discounted for the inherent risk and time value of money. Assets acquired in connection with the

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Notes to Audited Consolidated Financial Statements (Continued)

3. Business Combinations (Continued)

acquisition have been recorded at their fair values. The Company incurred $43,753 in acquisition related expenses.

The following summarizes the estimated fair value of the assets acquired by the Company in accordance with the acquisition method of accounting:


Inventory	$	174,470
Tradename		23,000
Product technology		200,000
Goodwill		436,000

Total assets acquired	$	833,470

Fair market value of net assets acquired:


Total fair market value of net assets acquired	$	833,470
Less: contingent consideration		(350,000	)

Cash paid for net assets acquired	$	483,470

The purpose of the transaction was to acquire a key product from a supplier to the Company and benefit from improved margins and the ability to accelerate the delivery of completed products.

Settlement of Acquisition Claim

In 2015, the Company settled claims against the seller in a prior acquisition related to product issues and to recover costs incurred during 2012-2015. The Company received $562,701 which was released from escrow for claims related to this prior acquisition. The recovery was recorded as gain in the accompanying consolidated statements of operations for the year ended December 31, 2015.

4. Inventories

Inventories consisted of the following at December 31, 2015:


Finished goods	$	4,630,776
WIP		2,714,778
Raw materials		3,237,342

	$	10,582,896

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Notes to Audited Consolidated Financial Statements (Continued)

5. Property and Equipment

Property and equipment consisted of the following at December 31, 2015:


Machinery and equipment	$	1,284,666
Computer equipment		229,859
Office equipment		183,250
Furniture and fixtures		269,391
Leasehold improvements		97,583
Motor vehicles		104,832

		2,169,581
Less—accumulated depreciation		(826,070	)

	$	1,343,511

Total depreciation expense for the year ended December 31, 2015 was $303,525.

6. Intangible Assets

Intangible assets consisted of the following at December 31, 2015:

	Cost		Accumulated Amortization			Net Book Value

Definite lived intangible assets:
Trademarks and trade names	$	16,543,000	$	(6,582,693	)	$	9,960,307
Developed technology		9,960,000		(4,805,014	)		5,154,986
Backlog		1,620,000		(1,603,750	)		16,250
Non-compete agreements		1,451,000		(1,053,708	)		397,292
Customer relationships		39,373,000		(18,438,884	)		20,934,116
Patents		195,373		—			195,373

	$	69,142,373	$	(32,484,049	)	$	36,658,324

Amortization expense totaled $7,510,421 for the year ended December 31, 2015.

Estimated amortization expense, in the aggregate, and for the next five years and thereafter is expected to be:


2016	$	7,701,760
2017		7,368,641
2018		6,983,785
2019		5,363,458
2020		3,554,822
Thereafter		5,685,858

	$	36,658,324

For the amortizing intangible assets, the remaining weighted-average amortization period for aggregate net intangible assets at December 31, 2015 is 5.5 years.

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Notes to Audited Consolidated Financial Statements (Continued)

6. Intangible Assets (Continued)

Goodwill consisted of the following at December 31, 2015:


Balance at December 31, 2014	$	29,551,152
Acquisition of Sonitec		551,471
Acquisition of ProFlo		436,000

Balance at December 31, 2015	$	30,538,623

7. Long-Term Debt

On September 11, 2012, the Company entered into a new credit facility with GE Capital ("GE"), which provided a Senior Debt term loan of $47,000,000 and a revolving line of credit of $8,000,000. The Senior Debt term loan was used to repay the Senior Debt term loan provided by Maranon and finance the acquisition of Engineered Treatment Systems, LLC. The Company also amended and restated the Mezzanine Debt agreement to increase loan availability to $22,000,000. Substantially all of the Company's assets are pledged as collateral under these debt agreements with the senior debt having priority over the mezzanine debt. On May 9, 2014, the Company amended and restated their credit facility with GE to increase the senior debt to an aggregate principle amount of $66,475,000. The proceeds of the additional senior debt were used to repay the mezzanine debt of $22,000,000 plus accrued interest on the same date. On April 9, 2015, the Company amended and restated their credit facility with GE to increase the senior debt to an aggregate principle amount of $66,475,000. The additional proceeds totaling $3,500,000 were used to finance the acquisition of Sonitec-Vortisand Technologies ULC. The debt agreements contain certain covenants, including a fixed charge coverage ratio, a leverage ratio, a limit on capital expenditures and EBITDA metrics that must be met on a periodic basis.

Revolving Line of Credit

The Company has an option to calculate interest, on the revolving line of credit, at either LIBOR, with a floor of 1%, plus a margin of 4.50%, or the Bank's base rate, plus a margin of 3.25% (7% at December 31, 2015). The outstanding balance under this agreement at December 31, 2015 was $900,000. The revolving line of credit expires on January 17, 2017. The line is cross-collateralized with the senior debt.

Senior Debt

On September 11, 2012, the Company entered into a senior debt term loan payable in the amount of $47,000,000 to GE in quarterly principal payments of $587,500, plus interest, until September 30, 2016 with a balloon payment totaling $37,600,000 due on January 17, 2017. On May 9, 2014, the Company amended and restated their credit facility to increase the senior debt term loan to an aggregate principle amount of $66,475,000, with quarterly principal payments of $875,000, plus interest, until September 30, 2016 with a balloon payment totaling $57,725,000 due on January 17, 2017.

On April 9, 2015, the Company amended and restated their credit facility to increase the senior debt term loan to an aggregate principle amount of $66,475,000, with quarterly principal payments of $875,000, plus interest, until September 30, 2016 with a balloon payment totaling $61,225,000 due on January 17, 2017. The Company has an option to calculate interest at either LIBOR, with a floor of

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Notes to Audited Consolidated Financial Statements (Continued)

7. Long-Term Debt (Continued)

1%, plus a margin of 4.50%, or the Bank's base rate, plus a margin of 3.25% (7.00% at December 31, 2015).

The outstanding balance on the note at December 31, 2015 was $63,850,000, and is carried net of unamortized debt issue cost of $672,669, as of December 31, 2015.

Long-term debt consisted of the following at December 31, 2015:


Senior debt	$	63,850,000
Less—unamortized debt issuance costs		(672,669	)

		63,177,331
Less—current portion		(2,004,073	)

Long-term debt, net of current portion	$	61,173,258

Aggregate principal maturities of long-term debt at December 31, 2015, are as follows:


2016	$	2,625,000
2017		61,225,000

	$	63,850,000

8. Member Equity

On July 7, 2011 the Company's Parent organized the Company under the Delaware Limited Liability Company Act. The Company shall continue until dissolved and its affairs wound up in accordance with the Company's operating agreement. There were no Member contributions during the year ended December 31, 2015.

During the year ended December 31, 2015, the Company repurchased a total of 2,418.11 Class A Member units from a former Member for total consideration of $1,141,832.

Member Contributions

The Company's Member shall not be obligated to make any additional equity contributions to the Company. The Member shall not have the right to withdraw or to be repaid any capital contributed by it or to receive any other payment in respect of the Member's interest.

Distributions

Distributions (including without limitation, distributions upon liquidation of the Company) may be made from all cash or property available for distribution and shall be made 100% to the Member. Any distributions made prior to the liquidation of the Company shall be made at such times and in such manner as shall be determined by the Member in its sole discretion. During the year ended December 31, 2015, the Company declared distributions totaling $2,035,403 to its member.

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Notes to Audited Consolidated Financial Statements (Continued)

8. Member Equity (Continued)

Equity Based Compensation

Under the plan, the Parent issues P Units to employees of the Company in connection with and as part of its compensation and incentive arrangements. The P Units were granted at various times during the fiscal year, vest ratably at 20% per year, and are only exercisable in conjunction with a change in control of the Company, consummation of an initial public offering, or dissolution of the Company, as defined by the agreement. The Company recognizes compensation expense for P Units that are issued by its Parent in accordance with the Parent's operating agreement. The Company recognizes the costs associated with P Units using the fair value recognition provisions of ASC 718, Compensation—Stock Compensation on a straight-line basis over the vesting period of the awards.

The Parent issued P Units to certain members of the Company's management and employees during 2015. At December 31, 2015, 14,486 P units were issued and outstanding.

The Company estimates the fair value of each P Unit on the grant date using an option pricing valuation model incorporating the assumptions around the estimated stock price, dividend yield, expected volatility, risk free rate, and the discount associated with the limited marketability of these units.

A summary of P Unit activity, for the year ended December 31, 2015, is as follows:

			Weighted-Average Grant Date Fair Value

Nonvested at December 31, 2014	9,842		$	95.36
Granted	—			—
Vested	(2,926	)		95.17
Forfeited	(274	)		90.79

Nonvested at December 31, 2015	6,642		$	92.77

Compensation expense recognized in the financial statements for the year ended December 31, 2015 was $270,104, and is included in selling, general and administrative expense. As of December 31, 2015, there was approximately $616,069 of unrecognized compensation expense related to nonvested awards that is expected to be recognized from 2016 through 2019.

9. Fair Value Measurements

The following table presents the Company's assets and liabilities measured at fair value on a recurring basis, as of December 31, 2015.

	Fair Value Measurement

December 31, 2015	Level 1		Level 2		Level 3		Total
Contingent consideration payable	$	—	$	—	$	582,839	$	582,839

	$	—	$	—	$	582,839	$	582,839

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Notes to Audited Consolidated Financial Statements (Continued)

9. Fair Value Measurements (Continued)

on a weighted probability of the payment amount discounted based on the relative risk of the estimate and the time value of money. The liability is adjusted to fair value at each reporting period. No fair value adjustment was made to the liability between the acquisition date and the balance sheet date aside from payments under the terms of the agreement. The categorization of the framework used to price the liabilities is considered Level 3, due to the subjective nature of the unobservable inputs used to determine the fair value.

Level 3 Value Techniques

Financial assets and liabilities are considered Level 3 when the fair values are determined using pricing models, discounted cash flow methodologies, or similar techniques and at least one significant model assumption or input is unobservable. The following table provides a reconciliation of the Company's Level 3 contingent consideration obligations for each of the following years:


Beginning balance	$	—
Contingent consideration from Sonitec acquisition		291,000
Contingent consideration from ProFlo acquisition		350,000
Payments of contingent consideration		(58,161	)

Ending balance	$	582,839

10. Commitments And Contingencies

Operating Lease Commitments

The Company leases several buildings used in the operations of its business, under leases which expire through 2020. Rental payments include amounts for operating expenses and taxes in excess of base-year values established within the leases.

Future minimum rent payments under operating leases with related parties, as discussed in Note 11, in the aggregate and for the next five years ending December 31, are as follows:


2016	$	821,472
2017		693,783
2018		587,016
2019		587,016
2020		30,762

	$	2,720,049

Rental expense for the operating leases amounted to $742,076, for the year ended December 31, 2015.

Letter of Guarantee

In the ordinary course of business, the Company is contingently liable for performance under letters of guarantee totaling approximately $220,000 at December 31, 2015. The letters of credit are secured by a cash account totaling $259,824.

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Notes to Audited Consolidated Financial Statements (Continued)

10. Commitments And Contingencies (Continued)

Other

During 2015, the Company entered into retention bonuses with certain executives that are payable only upon a sale of the company, as defined. As a result, no amount has been accrued for any future bonus payout under this plan as of December 31, 2015. The amount of the bonuses varies depending on the return on investment to the investors, as defined in the agreement.

The Company is involved in a variety of claims and other legal proceedings generally incidental to its normal business activities. While the outcome of any of these proceedings cannot be accurately predicted, the Company does not believe the ultimate resolution of any of these existing matters would have a material adverse effect on its financial condition or results of operations.

11. Related Party Transactions

Management Agreement

The Company entered into a management services agreement with the majority investor in the Company's parent entity, in July 2011. Under the terms of this agreement the investor is required to provide management and business services to the Company, including financial, marketing, insurance, executive personnel, corporate development and limited legal services, in exchange for an annual fee equal to the greater of $500,000 or a percentage of EBITDA, as defined, plus out of pocket costs, paid on a quarterly basis. The total cost of these services, for the year ended December 31, 2015, was $867,763.

Operating Lease

The Company leased manufacturing and office facilities from Gillespie Court LLC, an entity partially owned by a minority owner and former owner of Neptune-Benson, Inc. The Company leases manufacturing and office facilities from Commercial Drive 238, LLC, an entity partially owned by minority owners of NB Filtration Holdings, LLC and former owner of Engineered Treatment Systems, LLC ("ETS"). Rent expense and future minimum lease payments under these leases are included in Note 10.

Advances

For the year ended December 31, 2015, the Company owed $9,167, to its Parent, NB Filtration Holdings, LLC for various advances, net of reimbursements.

The Company purchases significant amounts of its inventory and supplies from ATG—Willand ("ATG"), an entity partially owned by minority owners of NB Filtration Holdings, LLC and sellers of ETS. Total purchases from ATG, for the year ended December 31, 2015, were $1,904,368. In addition to inventory and supply purchases, ATG provides support services to the Company. Expenses related to support services for 2015 totaled $259,320. Total accounts payable to ATG were $150,973 at December 31, 2015.

The Company also sells products to ATG when ATG is unable to procure material from its suppliers. Net sales to ATG for the year ended December 31, 2015 totaled $45,420. Total accounts receivable from ATG were $3,420 at December 31, 2015.

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Notes to Audited Consolidated Financial Statements (Continued)

11. Related Party Transactions (Continued)

The Company sells product to Neuman Pools, Inc. ("Neuman"), an entity partially owned by minority owners of NB Filtration Holdings, LLC and sellers of ETS. Total sales to Neuman for the year ended December 31, 2015 were $3,872,577. Total accounts receivable from Neuman were $1,397,543 at December 31, 2015.

The Company also shares employee resources with Neuman and reimburses them for certain expenses incurred. Expenses of $6,691 were paid to Neuman for the year ended December 31, 2015. There were no accounts payable due to Neuman at December 31, 2015.

12. Employee Benefit Plan

Defined Contribution Plan

The Company offers a 401(k) plan to its full time employees who have completed one year of continuous service, including time spent at the acquired companies. Employees may contribute a percentage of their annual compensation to the plan, up to the annual IRS limits. The Company does not provide a matching contribution, but, at its sole discretion, does provide a profit sharing contribution to its employees on an annual basis. The Company's contribution under this plan, charged to operations in the year ended December 31, 2015, amounted to $321,734.

13. Subsequent Events

The Company has evaluated subsequent events through April 15, 2016, the date the financial statements were available to be issued. No subsequent events have been identified that require recognition or disclosure other than the events described below.

On January 1, 2016, 3297920 Nova Scotia Limited and Sonitec-Vortisand Technologies ULC were merged together to form Sonitec-Vortisand Technologies, Inc.

On April 15, 2016, Evoqua Water Technologies acquired 100% of the member's equity of the Company for $283.7 million.

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Consolidated Balance Sheets as of March 31, 2016 (unaudited) and December 31, 2015

	March 31, 2016			December 31, 2015

ASSETS
Cash and cash equivalents	$	1,260,569		$	1,235,155
Restricted cash		30,829			259,824
Accounts receivable, net of allowance for doubtful accounts of $73,541 and $63,541		13,380,112			18,397,030
Inventories, net		12,973,745			10,582,896
Prepaid expenses and other current assets		1,705,418			1,310,954

Total current assets		29,350,673			31,785,859

Property and equipment, net		1,547,762			1,343,511
Deferred costs		695,625			695,625
Intangible assets, net		34,855,248			36,658,324
Goodwill		30,538,623			30,538,623

Total other assets		67,637,258			69,236,083

Total assets	$	96,987,931		$	101,021,942



LIABILITIES AND MEMBER'S EQUITY
Current liabilities:
Revolving loan	$	900,000		$	900,000
Current portion of long term debt		62,455,049			2,004,073
Accounts payable and accrued expenses		6,065,323			8,785,507
Distributions payable		1,664,318			2,673,078
Customer deposits		1,356,098			773,357
Contingent consideration payable		582,839			582,839
Due to related party		—			5,892

Total current liabilities		73,023,627			15,724,746
Long-term debt, net of current portion		—			61,173,258

Total liabilities		73,023,627			76,898,004

Commitments and contingencies		—			—
Member's equity:
Contributed equity		44,416,090			44,416,090
Additional paid in capital		515,609			448,083
Accumulated deficit		(20,967,395	)		(20,740,235	)

Total member's equity		23,964,304			24,123,938

Total liabilities and member's equity	$	96,987,931		$	101,021,942

See notes to consolidated financial statements.

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Unaudited Consolidated Statements of Net Loss for the Three Months Ended March 31,
2015 and 2016

	Three months ended

	March 31, 2016			March 31, 2015
Net sales	$	12,154,800		$	8,992,883
Cost of goods sold		5,306,478			3,960,993

Gross profit		6,848,322			5,031,890
Commission income		14,283			42,816

		6,862,605			5,074,706
Selling, general and administrative expenses		3,706,972			2,565,445
Acquisition related expenses		—			61,836
Intangible asset amortization expense		1,900,907			1,813,129
Management fees		221,693			199,362

Operating income		1,033,032			434,934

Other expense:
Other expense		(38,874	)		(1,122	)
Foreign currency loss		(32,791	)		—
Interest expense		(1,188,527	)		(1,217,851	)

Net other expense		(1,260,192	)		(1,218,973	)

Net loss	$	(227,160	)	$	(784,039	)

See notes to consolidated financial statements.

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Unaudited Consolidated Statements of Member's Equity for the Three Months Ended March 31, 2016

	Contributed Equity		Additional Paid in Capital		Accumulated Deficit			Total Member's Equity

Balance at December 31, 2015	$	44,416,090	$	448,083	$	(20,740,235	)	$	24,123,938
Net loss		—		—		(227,160	)		(227,160	)
Equity based compensation				67,526					67,526

Balance at March 31, 2016	$	44,416,090	$	515,609	$	(20,967,395	)	$	23,964,304

See notes to consolidated financial statements.

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Unaudited Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2015
and 2016

	Three months ended

	March 31, 2016			March 31, 2015
Cash flows from operating activities:
Net loss	$	(227,160	)	$	(784,039	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation		78,644			73,024
Amortization		1,900,907			1,813,129
Amortization of debt issuance costs		152,718			145,175
Equity based compensation		67,526			67,526
Loss on disposal of property and equipment		9,653
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable, net		5,016,918			124,719
Inventories, net		(2,390,849	)		(2,218,493	)
Prepaid expenses		(394,464	)		461,696
Increase (decrease) in:
Accounts payable and accrued expenses		(2,720,184	)		701,143
Customer deposits		582,741			822,502
Due to related party		(5,892	)		3,799

Net cash provided by operating activities		2,070,558			1,210,181

Cash flows from investing activities:
Restriction of cash		228,995			—
Deferred costs		—			(74,662	)
Purchases of property and equipment		(292,548	)		(47,712	)
Purchase acquisitions					(483,470	)
Purchase of non-compete agreements		—			(11,000	)
Purchases of intangible assets		(97,831	)		—

Net cash used in investing activities		(161,384	)		(616,844	)

Cash flows from financing activities:
Payments on long-term debt		(875,000	)		(875,000	)
Distributions paid		(1,008,760	)		(296,419	)

Net cash used in financing activities		(1,883,760	)		(1,171,419	)

Net increase (decrease) in cash and cash equivalents		25,414			(578,082	)
Cash and cash equivalents, beginning of period		1,235,155			2,340,394

Cash and cash equivalents, end of period	$	1,260,569		$	1,762,312



Supplemental disclosures of cash flow information:
Interest paid	$	1,127,382		$	738,084



Income taxes	$	—		$	—

See notes to consolidated financial statements.

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NB Intermediate Holdings, LLC and Subsidiaries

Unaudited Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2015
and 2016 (Continued)

	Three months ended

	March 31, 2016		March 31, 2015
Supplemental disclosures of investing and financing activities:
Acquisitions:
Inventory	$	—	$	174,470
Trademarks and trade names		—		23,000
Product technology		—		200,000
Goodwill		—		436,000

Net Assets acquired		—		833,470
Less: contingent consideration payable		—		(350,000	)

Cash paid for businesses acquired	$	—	$	483,470



Costs incurred with acquisition:
Transaction costs	$		$	42,383

See notes to consolidated financial statements.

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NB Intermediate Holdings, LLC and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

1. Nature of Operations and Basis of Presentation

2. Summary of Significant Accounting Policies

Codification

Principles of Consolidation

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturity dates of three months or less when purchased, to be cash equivalents.

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NB Intermediate Holdings, LLC and Subsidiaries

Notes to Unaudited Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

Restricted Cash

The Company has $30,829 and $40,000 of restricted cash securing corporate credit cards as of March 31, 2016 and December 31, 2015. In addition, as of December 31, 2015, the Company's bank issued letters of guarantee to certain customers totaling $219,824 to guarantee the Company's performance on extended warranty contracts purchased by certain customers. These amounts are classified as restricted cash on the accompanying consolidated balance sheet as of December 31, 2015.

Accounts Receivable

Inventories

Property and Equipment

The estimated useful lives of property and equipment are as follows:


Machinery and equipment		1 - 5 years
Computer equipment and software		1 - 5 years
Office equipment		1 - 5 years
Furniture and fixtures		1 - 5 years
Motor vehicle		5 years

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NB Intermediate Holdings, LLC and Subsidiaries

Notes to Unaudited Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

Software Development Costs

Costs for software developed for internal use are accounted for in accordance with ASC 350, Intangibles—Goodwill and Other—Internal-Use Software . ASC 350 requires the capitalization of certain costs incurred in connection with developing or obtaining internal-use software. In accordance with ASC 350, the Company expenses costs incurred in the preliminary project stage of developing or acquiring internal use software, such as research and feasibility studies, as well as costs incurred in the post-implementation/operational stage, such as maintenance and training. Capitalization of software development costs occurs only after the preliminary project stage is complete, management authorizes the project, and it is probable that the project will be completed and the software will be used for the function intended. Costs associated with the purchase and development of computer software are capitalized and amortized on a straight-line basis over the estimated useful life of the related asset once placed in service. Software development costs totaling $695,625 are recorded in deferred costs as of March 31, 2016 and December 31, 2015 and have not yet been placed in service. The capitalized costs include software license fees and contractor development and implementation costs. The software development project was put on hold by management late in 2015 and is expected to be continued in early 2016.

Impairment of Long-Lived Assets

An asset is considered impaired if the net book value of the asset exceeds the future projected undiscounted cash flows anticipated to be generated by the asset. The impairment is then measured as the excess of the net book value of the asset over its estimated fair value. For the quarters ended March 31, 2016 and 2015, no impairment charge was required.

Debt Issuance Costs

Amortization expense for the quarters ended March 31, 2016 and 2015 was $152,718 and $145,175, respectively, and is included in interest expense in the accompanying consolidated statements of operations.

Goodwill and Intangible Assets

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NB Intermediate Holdings, LLC and Subsidiaries

Notes to Unaudited Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)


Trademarks and trade names		10 years
Developed technology		9 years
Backlog		<1 year
Non-compete agreements		5 years
Customer relationships		9 years
Patents		9 years
Software development costs		3 years

Revenue Recognition

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NB Intermediate Holdings, LLC and Subsidiaries

Notes to Unaudited Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

Concentration of Credit Risk and Major Customers

For the quarter ended March 31, 2016 the Company had one customer (Neuman Pools, Inc., a related party, see Note 11) that accounted for 12.5% of sales. As of March 31, 2016, the same customer accounted for 11% of the accounts receivable balance. No other customers exceed 10% of sales for the quarter ended March 31, 2015 or exceeded 10% of the accounts receivable balance as of December 31, 2015.

Fair Value Measurements

Level 1—Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 3—Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Use of Estimates

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NB Intermediate Holdings, LLC and Subsidiaries

Notes to Unaudited Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

Product Warranties

Most of the Company's products carry a product warranty, which generally provides customers the right to return defective product during the specified warranty period, for repair or replacement at no cost to the customer. Based upon a specific issue identified during 2013, with respect to certain grates sold through June 2013, the Company recorded a warranty reserve. Management has determined there was no requirement for a warranty reserve on other products. Following is a schedule of warranty reserve activity:

	March 31, 2016		December 31, 2015

Warranty reserve, beginning balance	$	204,570	$	239,845
Warranty costs		—
Warranty claims		—		(35,275	)

Warranty reserve, ending balance	$	204,570	$	204,570

Financial Instruments

The carrying amount of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and customer deposits approximate fair value due to the short term nature of these instruments. The carrying amount of the long-term debt is reported net of unamortized debt issuance costs totaling $519,952 at March 31, 2016. The face value of the senior debt and revolving line of credit approximates fair value as the related interest rates approximate the Company's incremental borrowing rate for similar obligations. The face value of the related debt instruments are presented in Note 7. In addition, the senior and revolving debt are at variable rates. The following table summarizes the estimated fair values of the Company's other financial instruments at March 31, 2016 and December 31, 2015:

	Fair Value at March 31, 2016		Fair Value at December 31, 2015

Senior debt and revolving loan	$	63,875,000	$	64,750,000

Equity Based Compensation

The fair value of each grant is estimated on the date of the grant based on a valuation of the equity interests issued, which is performed by a third party valuation specialist.

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NB Intermediate Holdings, LLC and Subsidiaries

Notes to Unaudited Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

Income Taxes

The Company is a Limited Liability Company which has elected to be taxed as a partnership. The Company is not liable for any income taxes. The members of the Company's parent will pay income taxes on their respective share of the Company's income. The Company will declare and pay distributions calculated at the highest tax rate of the members on the income earned and reported by the Company on its tax returns. Such amounts will be recognized as a distribution in the period in which the income is earned. The Company did not declare distributions for the quarters ended March 31, 2016 and 2015.

The Company files tax returns in the federal and various state jurisdictions. Management has reviewed the Company's tax positions for the open tax years 2012 - 2016 and has determined that no provision for uncertain tax positions is required in the Company's consolidated financial statements. Penalties and interest, if any, would be recorded in income tax expense.

Foreign Currency Translation

The transaction losses for the quarters ended March 31, 2016 and 2015 were $32,791 and $0, respectively, and are recorded in other income (expense), net, in the consolidated statements of net loss for the quarters then ended.

Recent Accounting Policies

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NB Intermediate Holdings, LLC and Subsidiaries

Notes to Unaudited Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

periods beginning after December 15, 2018. The Company is currently assessing the impact adoption of this guidance will have on its consolidated financial statements.

3. Business Combinations

Sonitec Acquisition

On April 9, 2015, Neptune-Benson acquired all of the stock of Sonitec-Vortisand Technologies ULC and non-compete agreements with the seller, for a total consideration of $2,727,957, including a working capital settlement of $102,673, paid in January 2016. Of the total consideration, $2,637,957 was allocated to the purchase and $90,000 was allocated to the non-compete agreements. Of the consideration transferred, $2,334,284 was paid in cash to the sellers and a contingent earn out with an estimated fair market value of $291,000 was incurred. The contingent consideration requires the Company to make additional payments to the sellers, based on the performance of the business. The contingent payment is based on the value of purchase orders received for the year ending December 31, 2016 and was calculated by the Company's third party valuation specialist based on a probability weighting of likely outcomes.

Assets acquired and liabilities assumed in connection with the acquisition have been recorded at their fair values. The excess of the acquisition price over the fair value of the assets acquired and liabilities assumed was recorded as goodwill. All of the goodwill is deductible by the Parent Company's members for tax purposes. For the year ending December 31, 2015, the Company incurred $483,654 in

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NB Intermediate Holdings, LLC and Subsidiaries

Notes to Unaudited Consolidated Financial Statements (Continued)

3. Business Combinations (Continued)

acquisition related expenses. The following summarizes the estimated fair value of the assets acquired and liabilities assumed by the Company in accordance with the acquisition method of accounting:


Accounts receivable	$	328,901
Inventory		308,560
Prepaid expenses and other current assets		85,820
Property and equipment		85,928
Tradename		220,000
Product technology		760,000
Customer relationships		1,500,000
Backlog		60,000
Goodwill		551,471
Accounts payable and accrued expenses		(473,543	)
Customer deposits		(150,070	)
Short-term debt		(323,110	)
Sonitec former stockholder advances		(316,000	)

Net assets acquired	$	2,637,957

Fair market value of net assets acquired:


Total fair market value of net assets acquired	$	2,637,957
Less: contingent consideration		(291,000	)
Less: working capital settlement payable		(102,673	)

Cash paid for net assets acquired	$	2,244,284

The contractual gross receipts acquired were $364,723. Management anticipates recovery of these receipts of $328,901.

ProFlo, Inc. Acquisition

On January 14, 2015, Neptune-Benson acquired certain assets of ProFlo, Inc., for a total consideration of $844,470. Of the total consideration, $833,470 was allocated to the purchase and $11,000 was allocated to the non-compete agreements. Of the consideration transferred, $494,470 was paid in cash to the sellers and a contingent earn out with an estimated fair market value of $350,000 was incurred. The contingent consideration requires the Company to make additional payments to the sellers, based on the performance of the business. The contingent consideration was calculated by the Company's third party valuation specialist based on a probability weighting of potential outcomes discounted for the inherent risk and time value of money. Assets acquired in connection with the

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NB Intermediate Holdings, LLC and Subsidiaries

Notes to Unaudited Consolidated Financial Statements (Continued)

3. Business Combinations (Continued)

acquisition have been recorded at their fair values. For the year ending December 31, 2015, the Company incurred $43,753 in acquisition related expenses.

The following summarizes the estimated fair value of the assets acquired by the Company in accordance with the acquisition method of accounting:


Inventory	$	174,470
Tradename		23,000
Product technology		200,000
Goodwill		436,000

Total assets acquired	$	833,470

Fair market value of net assets acquired:


Total fair market value of net assets acquired	$	833,470
Less: contingent consideration		(350,000	)

Cash paid for net assets acquired	$	483,470

The purpose of the transaction was to acquire a key product from a supplier to the Company and benefit from improved margins and the ability to accelerate the delivery of completed products.

4. Inventories

Inventories consisted of the following:

	March 31, 2016		December 31, 2015

Finished goods	$	5,676,944	$	4,630,776
WIP		3,328,091		2,714,778
Raw materials		3,968,710		3,237,342

	$	12,973,745	$	10,582,896

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NB Intermediate Holdings, LLC and Subsidiaries

Notes to Unaudited Consolidated Financial Statements (Continued)

5. Property and Equipment

Property and equipment consisted of the following:

	March 31, 2016			December 31, 2015

Machinery and equipment	$	1,510,668		$	1,284,666
Computer equipment		291,029			229,859
Office equipment		184,702			183,250
Furniture and fixtures		269,391			269,391
Leasehold improvements		101,507			97,583
Motor vehicles		104,832			104,832

		2,462,129			2,169,581
Less—accumulated depreciation		(914,367	)		(826,070	)

	$	1,547,762		$	1,343,511

Total depreciation expense for the quarter ended March 31, 2016 and 2015 was $78,644 and $73,024, respectively.

6. Intangible Assets

Intangible assets consisted of the following:

	March 31, 2016

	Cost		Accumulated Amortization			Net Book Value
Definite lived intangible assets:
Trademarks and trade names	$	16,543,000	$	(6,996,268	)	$	9,546,732
Developed Technology		9,960,000		(5,099,935	)		4,860,065
Backlog		1,620,000		(1,618,750	)		1,250
Non-compete agreements		1,451,000		(1,126,258	)		324,742
Customer relationships		39,373,000		(19,543,745	)		19,829,255
Patents		293,204		—			293,204

	$	69,240,204	$	(34,384,956	)	$	34,855,248

	December 31, 2015

	Cost		Accumulated Amortization			Net Book Value
Definite lived intangible assets:
Trademarks and trade names	$	16,543,000	$	(6,582,693	)	$	9,960,307
Developed Technology		9,960,000		(4,805,014	)		5,154,986
Backlog		1,620,000		(1,603,750	)		16,250
Non-compete agreements		1,451,000		(1,053,708	)		397,292
Customer relationships		39,373,000		(18,438,884	)		20,934,116
Patents		195,373		—			195,373

	$	69,142,373	$	(32,484,049	)	$	36,658,324

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NB Intermediate Holdings, LLC and Subsidiaries

Notes to Unaudited Consolidated Financial Statements (Continued)

6. Intangible Assets (Continued)

Amortization expense totaled $1,900,907 and $1,813,129 for the quarters ended March 31, 2016 and 2015, respectively.

7. Long-Term Debt

Revolving Line of Credit

The Company has an option to calculate interest, on the revolving line of credit, at either LIBOR, with a floor of 1%, plus a margin of 4.50%, or the Bank's base rate, plus a margin of 3.25% (6.75% and 7% at March 31, 2016 and December 31, 2015, respectively). The outstanding balance under this agreement at March 31, 2016 was $900,000. The revolving line of credit expires on January 17, 2017. The line is cross-collateralized with the senior debt.

Senior Debt

The outstanding balance on the note at March 31, 2016 and December 31, 2015 was $62,975,001 and $63,850,000, respectively, and is carried net of unamortized debt issue cost of $519,952 and $672,669, respectively, as of March 31, 2016 and December 31, 2015.

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NB Intermediate Holdings, LLC and Subsidiaries

Notes to Unaudited Consolidated Financial Statements (Continued)

7. Long-Term Debt (Continued)

Long-term debt consisted of the following at March 31, 2016 and December 31, 2015:

	March 31, 2016			December 31, 2015

Senior debt	$	62,975,001		$	63,850,000
Less—unamortized debt issuance costs		(519,952	)		(672,669	)

		62,455,049			63,177,331
Less—current portion		(62,455,049	)		(2,004,073	)

Long-term debt, net of current portion	$	—		$	61,173,258

Aggregate principal maturities of long-term debt at March 31, 2016 and December 31, 2015, are as follows:

	March 31, 2016		December 31, 2015

Due within one year	$	62,975,001	$	2,625,000
Due thereafter		—		61,225,000

	$	62,975,001	$	63,850,000

8. Member's Equity

Distributions

Distributions (including without limitation, distributions upon liquidation of the Company) may be made from all cash or property available for distribution and shall be made 100% to the Member. Any distributions made prior to the liquidation of the Company shall be made at such times and in such manner as shall be determined by the Member in its sole discretion. During the quarters ended March 31, 2016 and 2015, the Company declared zero distributions to its member.

Equity Based Compensation

The Parent issues P Units to employees of the Company in connection with and as part of its compensation and incentive arrangements. The Company recognizes compensation expense for P Units that are issued by its Parent in accordance with the Parent's operating agreement. The Company recognizes the costs associated with P Units using the fair value recognition provisions of ASC 718, Compensation—Stock Compensation on a straight-line basis over the vesting period of the awards.

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NB Intermediate Holdings, LLC and Subsidiaries

Notes to Unaudited Consolidated Financial Statements (Continued)

9. Fair Value Measurements

The following table as of both March 31, 2016 and December 31, 2015 presents the Company's assets and liabilities measured at fair value on a recurring basis.

	Fair Value Measurement

	Level 1		Level 2		Level 3		Total
Contingent consideration payable	$	—	$	—	$	582,839	$	582,839

	$	—	$	—	$	582,839	$	582,839

Included in Level 3 liabilities is the contingent consideration payable to the seller of the Sonitec shares in connection with the Company's acquisition. The obligation was recorded at fair value based on a weighted probability of the payment amount discounted based on the relative risk of the estimate and the time value of money. The liability is adjusted to fair value at each reporting period. No fair value adjustment was made to the liability between the acquisition date and the balance sheet date aside from payments under the terms of the agreement. The categorization of the framework used to price the liabilities is considered Level 3, due to the subjective nature of the unobservable inputs used to determine the fair value.

Level 3 Value Techniques

Financial assets and liabilities are considered Level 3 when the fair values are determined using pricing models, discounted cash flow methodologies, or similar techniques and at least one significant model assumption or input is unobservable. The following table provides a make-up of the Company's Level 3 contingent consideration obligations as of both March 31, 2016 and December 31, 2015:


Contingent consideration from Sonitec acquisition	$	291,000
Contingent consideration from ProFlo acquisition		291,839

	$	582,839

10. Commitments and Contingencies

Operating Lease Commitments

Future minimum rent payments under operating leases with related parties, as discussed in Note 11, in the aggregate and for the next five years ending December 31, are as follows:


April 1 - December 31, 2016	$	616,104
2017		693,783
2018		587,016
2019		587,016
2020		30,762

	$	2,514,681

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NB Intermediate Holdings, LLC and Subsidiaries

Notes to Unaudited Consolidated Financial Statements (Continued)

10. Commitments and Contingencies (Continued)

Rental expense for the operating leases was $186,497 and $131,747 for the quarters ended March 31, 2016 and 2015, respectively.

Other

During 2015, the Company entered into retention bonuses with certain executives that are payable only upon a sale of the company, as defined. As a result, no amount has been accrued for any future bonus payout under this plan as of March 31, 2016. The amount of the bonuses varies depending on the return on investment to the investors, as defined in the agreement.

11. Related Party Transactions

Management Agreement

Operating Lease

Advances

As of March 31, 2016 and December 31, 2015, the Company owed $9,167 to its Parent, NB Filtration Holdings, LLC for various advances, net of reimbursements.

The Company purchases significant amounts of its inventory and supplies from ATG—Willand ("ATG"), an entity partially owned by minority owners of NB Filtration Holdings, LLC and sellers of ETS. Total purchases from ATG, for the quarters ended March 31, 2016 and 2015 was $423,088 and $438,279, respectively. In addition to inventory and supply purchases, ATG provides support services to the Company. Expenses related to support services and royalties for the quarter ended March 31, 2016 were $45,675 and $10,525, respectively. Expenses related to support services and royalties for the quarter ended March 31, 2015 were $45,405 and zero, respectively. Total accounts payable to ATG was $87,842 and $150,973 at March 31, 2016 and December 31, 2015, respectively.

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NB Intermediate Holdings, LLC and Subsidiaries

Notes to Unaudited Consolidated Financial Statements (Continued)

11. Related Party Transactions (Continued)

The Company also sells products to ATG when ATG is unable to procure material from its suppliers. Net sales to ATG for the quarters ended March 31, 2016 and December 31, 2015 totaled $1,454 and $2,716 respectively. Total accounts receivable from ATG was $4,874 and $3,420 at March 31, 2016 and December 31, 2015, respectively.

The Company sells product to Neuman Pools, Inc. ("Neuman"), an entity partially owned by minority owners of NB Filtration Holdings, LLC and sellers of ETS. Total sales to Neuman for the quarters ended March 31, 2016 and 2015 were $1,504,992 and $305,951, respectively. Total accounts receivable from Neuman was $1,554,635 and $1,397,543 at March 31, 2016 and December 31, 2015, respectively.

The Company also shares employee resources with Neuman and reimburses them for certain expenses incurred. Expenses of zero and $466 were paid to Neuman for the quarters ended March 31, 2016 and 2015, respectively.

12. Employee Benefit Plan

Defined Contribution Plan

The Company offers a 401(k) plan to its full time employees who have completed one year of continuous service, including time spent at the acquired companies. Employees may contribute a percentage of their annual compensation to the plan, up to the annual IRS limits. The Company does not provide a matching contribution, but, at its sole discretion, does provide a profit sharing contribution to its employees on an annual basis. The Company's contribution under this plan, charged to operations in the quarter ended March 31, 2016 and 2015 was $79,527 and $82,233, respectively.

13. Subsequent Events

The Company has evaluated subsequent events through July 17, 2017, the date the financial statements were available to be issued. No subsequent events have been identified that require recognition or disclosure other than the events described below.

On April 15, 2016, Evoqua Water Technologies acquired 100% of the member's equity of the Company for $283.7 million.

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Shares

Evoqua Water Technologies Corp.

Common Stock

Credit Suisse

J.P. Morgan

RBC Capital Markets

Through and including , 2017 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

Table of Contents

PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth all the costs and expenses, other than underwriting discounts and commissions, payable in connection with the sale of the shares of common stock being registered hereby. Except as otherwise noted, the registrant will pay all of the costs and expenses set forth in the following table. The selling stockholders will not pay any of the costs and expenses set forth in the following table. All amounts shown below are estimates, except the SEC registration fee, the FINRA filing fee and the stock exchange listing fee:

	Amount

SEC registration fee	$	*
FINRA filing fee		*
Stock exchange listing fee		*
Printing and engraving expenses		*
Legal fees and expenses		*
Accounting fees and expenses		*
Blue Sky fees and expenses		*
Transfer agent and registrar fees		*
Miscellaneous expenses		*

Total	$	*

*: To be filed by amendment.

Item 14. Indemnification of Directors and Officers

EWT Holdings I Corp. (to be renamed Evoqua Water Technologies Corp. prior to the date of effectiveness of this Registration Statement) is incorporated under the laws of the state of Delaware. Section 102 of the Delaware General Corporation Law, as amended (the "DGCL") allows a corporation to eliminate the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except in cases where the director breached his or her duty of loyalty to the corporation or its stockholders, failed to act in good faith, engaged in intentional misconduct or a knowing violation of the law, willfully or negligently authorized the unlawful payment of a dividend or approved an unlawful stock redemption or repurchase or obtained an improper personal benefit. The registrant's certificate of incorporation contains a provision which eliminates directors' personal liability as set forth above.

The registrant's certificate of incorporation and bylaws provide in effect that the registrant shall indemnify its directors and officers to the extent permitted by the Delaware law. Section 145 of the DGCL provides that a Delaware corporation has the power to indemnify its directors, officers, employees, and agents in certain circumstances. Subsection (a) of Section 145 of the DGCL empowers a corporation to indemnify any director, officer, employee or agent, or former director, officer, employee or agent, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding, provided that such director, officer, employee or agent acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, provided that such director, officer, employee or agent had no reasonable cause to believe that his or her conduct was unlawful.

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Subsection (b) of Section 145 of the DGCL empowers a corporation to indemnify any director, officer, employee or agent, or former director, officer, employee or agent, who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit provided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine that despite the adjudication of liability such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 145 further provides that to the extent that a present or former director or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 or in the defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith; that indemnification provided by Section 145 shall not be deemed exclusive of any other rights to which the party seeking indemnification may be entitled; that the corporation is empowered to purchase and maintain insurance on behalf of a director, officer, employee or agent of the corporation against any liability asserted against him or her or incurred by him or her in any such capacity or arising out of his or her status as such whether or not the corporation would have the power to indemnify him or her against such liabilities under Section 145; and that, unless indemnification is ordered by a court, the determination that indemnification under subsections (a) and (b) of Section 145 is proper because the director, officer, employee or agent has met the applicable standard of conduct under such subsections shall be made by (1) a majority vote of the directors who are not parties to such action, suit or proceeding (or a committee of such directors designated by majority vote of such directors), even though less than a quorum, or (2) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (3) by the stockholders.

The right to indemnification conferred by the registrant's certificate of incorporation and bylaws also includes the right to be paid the expenses (including attorneys' fees) incurred by a present or former director or officer in defending any civil, criminal, administrative, or investigative action, suit, or proceeding in advance of its final disposition, provided, however, that if the Delaware law requires, an advancement of expenses incurred by a director or officer in his or her capacity as a director or officer shall be made only upon delivery to the registrant of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it is ultimately determined that such person is not entitled to be indemnified for such expenses under the registrant's certificate of incorporation, bylaws, or otherwise.

In addition, the registrant intends to enter into indemnification agreements with each of its directors and certain of its officers, a form of which will be filed as an exhibit to a pre-effective amendment to this Registration Statement. These agreements require the registrant to indemnify such persons to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to the registrant, and to advance expenses incurred as a result of any action, suit, or proceeding against them as to which they could be indemnified.

The registrant has in effect insurance policies for general officers' and directors' liability insurance covering all of its officers and directors.

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Item 15. Recent Sales of Unregistered Securities

During the three years preceding the filing of this registration statement, we have issued the following securities which were not registered under the Securities Act of 1933, as amended (all share numbers before the proposed split):

Since July 1, 2014, we issued options to purchase an aggregate of 247,989 shares of common stock under the EWT Holdings I Corp. Stock Option Plan.

Since July 1, 2014, we sold to our employees an aggregate of 83,460 shares of common stock under the EWT Holdings I Corp. Employee Stock Purchase Plan, for an aggregate consideration of $14,760,438.

The issuances of the securities in the transactions described above were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act and/or Rules 506 and 701 promulgated thereunder. The securities were issued directly by the registrant and did not involve a public offering or general solicitation. The recipients of such securities represented their intentions to acquire the securities for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof.

Item 16. Exhibits and Financial Statement Schedules

The Exhibits filed herewith are set forth on the Index to Exhibits filed as a part of this Registration Statement beginning on page II-7 hereof.

Item 17. Undertakings

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(3) For the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i): Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act;
(ii): Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii): The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv): Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

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INDEX TO EXHIBITS

		Exhibit Description

1.1	*	Form of Underwriting Agreement.

3.1	*	Form of Amended and Restated Certificate of Incorporation of Evoqua Water Technologies Corp., to be effective upon the consummation of this offering.

3.2	*	Form of Amended and Restated Bylaws of Evoqua Water Technologies Corp., to be effective upon the consummation of this offering.

4.1	*	Specimen Common Stock Certificate of Evoqua Water Technologies Corp.

5.1	*	Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP.

10.1		First Lien Credit Agreement, among EWT Holdings III Corp., as the borrower, EWT Holdings II Corp., as the parent guarantor, the financial institutions party thereto as lenders, Credit Suisse AG, as administrative agent and Credit Suisse AG, as collateral agent, dated January 15, 2014.

10.2		Incremental Term Facility Amendment No. 1, among EWT Holdings III Corp., as the borrower, EWT Holdings II Corp., as the parent guarantor, EWT Holdings II Corp.'s indirect wholly-owned subsidiaries party thereto as guarantors, the financial institutions party thereto as lenders, Credit Suisse AG, as administrative agent and Credit Suisse AG, as collateral agent, dated April 15, 2016.

10.3		Amendment No. 2, among EWT Holdings III Corp., as the borrower, EWT Holdings II Corp., as the parent guarantor, EWT Holdings II Corp.'s indirect wholly-owned subsidiaries party thereto as guarantors, the financial institutions party thereto as lenders, Credit Suisse AG, as administrative agent and Credit Suisse AG, as collateral agent, dated October 28, 2016.

10.4		Amendment No. 3, among EWT Holdings III Corp., as the borrower, EWT Holdings II Corp., as the parent guarantor, EWT Holdings II Corp.'s indirect wholly-owned subsidiaries party thereto as guarantors, the financial institutions party thereto as lenders, Credit Suisse AG, as administrative agent and Credit Suisse AG, as collateral agent, dated March 6, 2017.

10.5		Amendment No. 4, among EWT Holdings III Corp., as the borrower, EWT Holdings II Corp., as the parent guarantor, EWT Holdings II Corp.'s indirect wholly-owned subsidiaries party thereto as guarantors, the financial institutions party thereto as lenders, Credit Suisse AG, as administrative agent and Credit Suisse AG, as collateral agent, dated August 8, 2017.

10.6	*	Second Amended and Restated Stockholders' Agreement, among EWT Holdings I Corp., AEA Investors Fund V LP, AEA Investors Fund V-A LP, AEA Investors Fund V-B LP, AEA Investors Participant Fund V LP, AEA Investors QP Participant Fund V LP and the additional investors party thereto, dated December 11, 2014.

10.7	*	First Amended and Restated Registration Rights Agreement, among EWT Holdings I Corp., AEA Investors Fund V LP, AEA Investors Fund V-A LP, AEA Investors Fund V-B LP, AEA Investors Participant Fund V LP, AEA Investors QP Participant Fund V LP and the additional investors party thereto, dated December 11, 2014.

10.8		Management Agreement, among WTG Holdings I Corp., WTG Holdings III Corp. and AEA Investors LP, dated January 7, 2014.

10.9	*	Employment Agreement, by and between Ronald Keating and the Company, dated September 8, 2014.

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		Exhibit Description

10.10	*	Employment Agreement, by and between Benedict J. Stas and the Company, dated February 26, 2015.

10.11	*	Letter Agreement, by and between Anthony J. Webster and the Company, dated January 20, 2016.

10.12	*	Letter Agreement, by and between Kenneth Rodi and the Company, dated March 14, 2016.

10.13	*	Letter Agreement, by and between James Irwin and the Company, dated April 26, 2016.

10.14	*	Employment Agreement, by and between James Irwin and the Company, dated April 26, 2016.

10.15	*	Employment Agreement, by and between Rodney Aulick and the Company, dated April 14, 2014.

10.16	*	Employment Agreement, by and between Malcolm Kinnaird and the Company, dated April 14, 2014.

10.17		EWT Holdings I Corp. Stock Option Plan.

10.18	*	Form of Indemnification Agreement.

21.1	*	List of subsidiaries of Evoqua Water Technologies Corp.

23.1		Consent of Ernst & Young LLP.

23.2		Consent of RSM US LLP.

23.3	**	Consent of Amane Advisors.

23.4	*	Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.1).

24.1	**	Power of Attorney.

*: To be filed by amendment.
**: Previously filed.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Pennsylvania, on this 10th day of October, 2017.


		EWT Holdings I Corp.
		By:		/s/ BENEDICT J. STAS Benedict J. Stas Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date


* Ronald C. Keating	Chief Executive Officer (Principal Executive Officer)	October 10, 2017
/s/ BENEDICT J. STAS Benedict J. Stas	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	October 10, 2017
* Martin Lamb	Chairman of the Board and Director	October 10, 2017
* Nick Bhambri	Director	October 10, 2017
* Gary Cappeline	Director	October 10, 2017
* Judd Gregg	Director	October 10, 2017
* Brian R. Hoesterey	Director	October 10, 2017

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Signature		Title	Date


* Vinay Kumar		Director	October 10, 2017
*By:	/s/ BENEDICT J. STAS Benedict J. Stas Attorney-in-fact

II-8

Exhibit 10.1

EXECUTION VERSION

FIRST LIEN CREDIT AGREEMENT

Dated as of January 15, 2014

among

WTG HOLDINGS III CORP.

as the Borrower,

WTG HOLDINGS II CORP.

as Holdings,

CREDIT SUISSE AG

as Administrative Agent and Collateral Agent

CREDIT SUISSE AG

MORGAN STANLEY BANK, N. A.

ROYAL BANK OF CANADA

UBS AG, STAMFORD BRANCH

GOLDMAN SACHS BANK USA

as L/C Issuers

The Other Lenders Party Hereto,

CREDIT SUISSE SECURITIES (USA) LLC

MORGAN STANLEY SENIOR FUNDING, INC.

RBC CAPITAL MARKETS(1)

UBS SECURITIES LLC

GOLDMAN SACHS BANK USA

as Joint Lead Arrangers and Joint Bookrunners,

MORGAN STANLEY SENIOR FUNDING, INC.

as Syndication Agent,

and

RBC CAPITAL MARKETS

as Documentation Agent

(1) RBC Capital Markets is a marketing name for the investment banking activities of Royal Bank of Canada and its affiliates.

TABLE OF CONTENTS

Section		Page

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

1.01	Defined Terms	1
1.02	Other Interpretive Provisions	65
1.03	Accounting Terms	65
1.04	Rounding	66
1.05	References to Agreements and Laws	66
1.06	Times of Day	66
1.07	Timing of Payment or Performance	66
1.08	Currency Equivalents Generally; Additional Alternative Currencies	66
1.09	Letter of Credit Amounts	68
1.10	Pro Forma Calculations	68
1.11	Basket Calculations	68
1.12	Classification of Loans and Borrowings	69

ARTICLE II
THE COMMITMENTS AND CREDIT EXTENSIONS

2.01	The Loans	69
2.02	Borrowings, Conversions and Continuations of Loans	70
2.03	Letters of Credit	74
2.04	[Reserved]	87
2.05	Prepayments	87
2.06	Termination or Reduction of Commitments	96
2.07	Repayment of Loans	97
2.08	Interest	99
2.09	Fees	99
2.10	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	100
2.11	Evidence of Indebtedness	101
2.12	Payments Generally; Administrative Agent’s Clawback	101
2.13	Sharing of Payments	104
2.14	Incremental First Lien Facilities	105
2.15	Cash Collateral	111
2.16	Defaulting Lenders	112

ARTICLE III
TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY

3.01	Taxes	114
3.02	Illegality	117
3.03	Inability to Determine Rates	118
3.04	Increased Cost and Reduced Return; Capital Adequacy	118

3.05	Funding Losses	119
3.06	Matters Applicable to All Requests for Compensation	120
3.07	Replacement of Lenders under Certain Circumstances	121
3.08	Survival	122

ARTICLE IV
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01	Conditions to Initial Credit Extension	122
4.02	Conditions to All Credit Extensions	127

ARTICLE V
REPRESENTATIONS AND WARRANTIES

5.01	Existence, Qualification and Power; Compliance with Laws	128
5.02	Authorization; No Contravention	128
5.03	Governmental Authorization; Other Consents	128
5.04	Binding Effect	129
5.05	Financial Statements; No Material Adverse Effect	129
5.06	Litigation	130
5.07	No Default	130
5.08	Ownership of Property; Liens	130
5.09	Environmental Matters	130
5.10	Taxes	131
5.11	ERISA Compliance	131
5.12	Subsidiaries; Equity Interests	132
5.13	Margin Regulations; Investment Company Act	132
5.14	Disclosure	133
5.15	Compliance with Laws	133
5.16	Intellectual Property	133
5.17	Solvency	134
5.18	Labor Matters	134
5.19	Perfection, Etc.	134
5.20	OFAC and PATRIOT Act Compliance	134
5.21	Anti-Corruption Compliance	134
5.22	OFAC	135
5.23	Designation as Senior Debt	135

ARTICLE VI
AFFIRMATIVE COVENANTS

6.01	Financial Statements	135
6.02	Certificates; Other Information	136
6.03	Notices	139
6.04	Payment of Obligations	140
6.05	Preservation of Existence, Etc.	140
6.06	Maintenance of Properties	140

6.07	Maintenance of Insurance	140
6.08	Compliance with Laws	140
6.09	Books and Records	140
6.10	Inspection Rights	141
6.11	Use of Proceeds	141
6.12	Covenant to Guarantee Obligations and Give Security	141
6.13	Compliance with Environmental Laws	144
6.14	Further Assurances, Post Closing Obligations	144
6.15	Maintenance of Ratings	146
6.16	Conference Calls	147
6.17	ERISA	147

ARTICLE VII
NEGATIVE COVENANTS

7.01	Liens	147
7.02	Investments	151
7.03	Indebtedness	155
7.04	Fundamental Changes	158
7.05	Dispositions	159
7.06	Restricted Payments	161
7.07	Change in Nature of Business	164
7.08	Transactions with Affiliates	164
7.09	Burdensome Agreements	165
7.10	Use of Proceeds	166
7.11	Maximum First Lien Leverage Ratio	167
7.12	Amendments of Organization Documents	167
7.13	Accounting Changes	167
7.14	Prepayments, Etc. of Indebtedness and Modifications of Certain Debt Instruments	167
7.15	Holding Companies	168

ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES

8.01	Events of Default	169
8.02	Remedies Upon Event of Default	171
8.03	Right to Cure	172
8.04	Application of Funds	173

ARTICLE IX
ADMINISTRATIVE AGENT AND OTHER AGENTS

9.01	Appointment and Authorization of Agents	175
9.02	Delegation of Duties	175
9.03	Liability of Agents	176
9.04	Reliance by Agents	176
9.05	Notice of Default	177

iii

9.06	Credit Decision; Disclosure of Information by Agents	177
9.07	Indemnification of Agents	177
9.08	Agents in their Individual Capacities	178
9.09	Successor Agents	178
9.10	Administrative Agent May File Proofs of Claim	180
9.11	Collateral and Guaranty Matters	181
9.12	Secured Cash Management Agreements and Secured Hedge Agreements	181
9.13	Other Agents; Arranger and Managers	182
9.14	Appointment of Supplemental Administrative Agents	182
9.15	Withholding	183

ARTICLE X
MISCELLANEOUS

10.01	Amendments, Etc.	183
10.02	Notices; Effectiveness; Electronic Communications	187
10.03	No Waiver; Cumulative Remedies; Enforcement	189
10.04	Expenses and Taxes	190
10.05	Indemnification by the Borrower	191
10.06	Payments Set Aside	193
10.07	Successors and Assigns	193
10.08	Confidentiality	199
10.09	Setoff	200
10.10	Interest Rate Limitation	201
10.11	Counterparts	201
10.12	Integration; Effectiveness	202
10.13	Survival of Representations and Warranties	202
10.14	Severability	202
10.15	Governing Law; Jurisdiction; Etc.	202
10.16	WAIVER OF RIGHT TO TRIAL BY JURY	203
10.17	Binding Effect	204
10.18	No Advisory or Fiduciary Responsibility	204
10.19	Affiliate Activities	205
10.20	Electronic Execution of Assignments and Certain Other Documents	205
10.21	USA PATRIOT ACT; “Know Your Customer” Checks	205
10.22	Judgment Currency	206
10.23	Intercreditor Agreement	207

SCHEDULES

	I	Guarantors
	II	Trade L/Cs
	III	Immaterial Subsidiaries
	2.01	Commitments and Pro Rata Shares
	5.08(b)	Material Real Property
	5.09	Environmental Matters
	5.11(d)	Pension Plans
	5.12	Subsidiaries and Other Equity Investments
	5.16	Intellectual Property
	5.18	Labor Matters
	6.14	Initial Mortgaged Properties
	7.01	Existing Liens
	7.02	Existing Investments
	7.03	Existing Indebtedness
	7.08	Existing Affiliate Transactions
	10.02	Administrative Agent’s Office, Certain Addresses for Notices

EXHIBITS

		Form of

	A	Committed Loan Notice
	B	[Reserved]
	C-1	Term Note
	C-2	Revolving Credit Note
	D	Compliance Certificate
	E-1	Assignment and Assumption
	E-2	Affiliated Lender Assignment and Assumption
	E-3	Administrative Questionnaire
	F-1	Holdings Guaranty
	F-2	Subsidiary Guaranty
	G	Security Agreement
	H	Intellectual Property Security Agreement
	I	Opinion Matters — Counsel to the Loan Parties
	J	Solvency Certificate
	K	Discounted Prepayment Option Notice
	L	Lender Participation Notice
	M	Discounted Voluntary Prepayment Notice
	N	U.S. Tax Compliance Certificate
	O	Cash Management/Secured Hedge Notice
	P	Intercompany Note
	Q	Intercreditor Agreement

FIRST LIEN CREDIT AGREEMENT

This FIRST LIEN CREDIT AGREEMENT (this “ Agreement ”) is entered into as of January 15, 2014, among WTG HOLDINGS III CORP., a Delaware corporation (the “ Borrower ”), WTG HOLDINGS II CORP., a Delaware corporation (“ Holdings ”), each lender from time to time party hereto (collectively, the “ Lenders ” and individually, a “ Lender ”), CREDIT SUISSE AG, as Administrative Agent and as Collateral Agent, and CREDIT SUISSE AG, MORGAN STANLEY BANK, N.A., ROYAL BANK OF CANADA, UBS AG, STAMFORD BRANCH and GOLDMAN SACHS BANK USA, as L/C Issuers.

PRELIMINARY STATEMENTS

Pursuant to the terms and conditions set forth in the Acquisition Agreement (as hereinafter defined), the Borrower will acquire (the “ Acquisition ”) the Business (as defined in the Acquisition Agreement), which shall include an acquisition of the Target (as hereinafter defined), the Sold Shares (as defined in the Acquisition Agreement) and the Additional Sold Assets (as defined in the Acquisition Agreement), if any, from Siemens Aktiengesellschaft, a German Stock Corporation ( Aktiengesellschaft ) registered with the commercial register of the lower court ( Amtsgericht ) of Berlin-Charlottenburg under HRB 12300 and with the commercial register of the lower court ( Amtsgericht ) Munich under HRB 6684 Federal Republic of Germany (the “ Seller ”).

The Borrower has requested that, immediately upon the satisfaction in full of the conditions precedent set forth in Article IV below, the Lenders (a) lend to the Borrower $505,000,000 in the form of a term loan facility and (b) make available to the Borrower a $75,000,000 revolving credit facility for the making of revolving loans and the issuance of letters of credit for the account of the Borrower and its Restricted Subsidiaries (as hereinafter defined), from time to time.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms . As used in this Agreement (including the preliminary statements above), the following terms shall have the meanings set forth below:

“ Acquisition ” has the meaning specified in the “Preliminary Statements.”

“ Acquisition Agreement ” means the Master Sale and Purchase Agreement (including the annexes thereto), dated as of October 15, 2013, between the Borrower and the Seller.

“ Acceptable Discount ” has the meaning specified in Section 2.05(a)(iii)(C) .

“ Acceptance Date ” has the meaning specified in Section 2.05(a)(iii)(B) .

“ Accepting Lenders ” has the meaning specified in Section 2.05(c) .

“ Acquired Business ” has the meaning specified in Section 7.02(i) .

“ Administrative Agent ” means Credit Suisse AG, in its capacity as administrative agent under the Facilities, and any successor administrative agent.

“ Administrative Agent’s Office ” means the Administrative Agent’s address as set forth on Schedule 10.02 , or such other address as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“ Administrative Questionnaire ” means an Administrative Questionnaire in substantially the form of Exhibit E-3 or any other form approved by the Administrative Agent.

“ AEA ” means AEA Investors LP and its Affiliates, other than any portfolio company of any of the foregoing.

“ Affected Facility ” has the meaning specified in Section 10.01 (B) .

“ Affiliate ” means, with respect to any Person, another Person that directly or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ Affiliated Lenders ” means, collectively, the Borrower and its Subsidiaries, Non-Debt Fund Affiliates and Debt Fund Affiliates.

Affiliated Lender Assignment and Assumption ” means an Affiliated Lender Assignment and Assumption substantially in the form of Exhibit E-2 .

“ Agent-Related Persons ” means each Agent, together with its Affiliates, and the officers, directors, employees, partners, members, representatives, agents, attorneys-in-fact, trustees and advisors of such Persons and Affiliates and their respective successors and assigns.

“ Agents ” means, collectively, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Supplemental Administrative Agents (if any).

“ Aggregate Commitments ” means the Commitments of all the Lenders.

“ Agreement ” means this First Lien Credit Agreement, as amended, supplemented or modified from time to time in accordance with its terms.

Administrative Agent’s, such L/C Issuer’s or such Revolving Credit Lender’s sole and absolute discretion), any other currency.

“ Alternative Currency Sublimit ” means an amount equal to (a) with respect to Canadian Dollars, the lesser of the Revolving Credit Commitments and $10,000,000, (b) with respect to Australian Dollars, the lesser of the Revolving Credit Commitments and $10,000,000, (c) with respect to Singapore Dollars, the lesser of the Revolving Credit Commitments and $10,000,000 and (d) with respect to any other Alternative Currency pursuant to clause (b) of the definition thereof, the amount agreed to by the Administrative Agent, each L/C Issuer and the Revolving Credit Lenders with respect to such Alternative Currency. The Alternative Currency Sublimit is part of, and not in addition to, the Revolving Credit Commitments.

“ Anticipated Cure Deadline ” has the meaning specified in Section 8.03(B) .

“ Applicable Discount ” has the meaning specified in Section 2.05(a)(iii)(C) .

“ Applicable Rate ” means a percentage per annum equal to:

(a) with respect to Term Loans, 3.75% per annum for Eurocurrency Rate Loans, and 2.75% per annum for Base Rate Loans; and

(b) with respect to the Revolving Credit Facility, (i) from the Closing Date until the first Business Day that immediately follows the date on which a Compliance Certificate is delivered pursuant to Section 6.02(a) in respect of the second fiscal quarter ending after the Closing Date, 3.25% per annum for Eurocurrency Rate Loans, and 2.25% per annum for Base Rate Loans, and (ii) thereafter, the applicable percentage per annum set forth below, as determined by reference to the First Lien Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a) .

Applicable Rate

Pricing		Eurocurrency
Level	First Lien Leverage Ratio	Rate		Base Rate
1	> 2.50:1.00	3.25	%	2.25	%
2	< 2.50:1.00	3.00	%	2.00	%

Any increase or decrease in the Applicable Rate resulting from a change in the First Lien Leverage Ratio shall become effective as of the third Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a) ; provided , however , that “Pricing Level 1” shall apply (x) as of the first Business Day at any time after the date on which a Compliance Certificate was required to have been delivered but was not delivered (or was delivered but did not contain the calculations of the First Lien Leverage Ratio) until the first Business Day immediately following the date on which such Compliance Certificate (which includes calculations of the First Lien Leverage Ratio) is delivered and (y) at all times during the existence of an Event of Default.

Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b) .

“ Applicable Time ” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

“ Appropriate Lender ” means, at any time, (a) with respect to any of the Term Facility or the Revolving Credit Facility, a Lender that has a Commitment with respect to such Facility or holds a Term Loan or a Revolving Credit Loan, respectively, at such time and (b) with respect to the Letter of Credit Sublimit, (i) each L/C Issuer and (ii) if any Letters of Credit have been issued pursuant to Section 2.03(a) , the Revolving Credit Lenders.

“ Approved Fund ” means any Fund that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

“ Arrangers ” means each of CS Securities, Morgan Stanley Senior Funding, Inc., RBC Capital Markets, UBS Securities LLC and Goldman Sachs Bank USA, in their capacities as exclusive joint lead arrangers and joint bookrunners.

“ Assignee Group ” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“ Assignment and Assumption ” means an Assignment and Assumption substantially in the form of Exhibit E-1 .

“ Attributable Indebtedness ” means, on any date, in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP (subject to Section 1.03(c) ).

“ AUD Rate ” means, for any Interest Period, (a) the rate per annum displayed at or about 10:45 a.m. (Sydney, Australia time) on the Reuters screen page “BBSY” or “BBSW” (or its successor or equivalent page) on the first day of such Interest Period as the bank bill “settlement” bid rate for bank accepted bills for a term equivalent to such Interest Period, or (b) if (i) for any reason such rate is not available or (ii) the basis on which such rate is displayed has changed and, in the reasonable opinion of the Administrative Agent, ceases to reflect the Lenders’ cost of funding to the same extent as on the Closing Date, then the “AUD Rate” shall be a rate published by a commercially available source providing “BBSY” or “BBSW” quotations, as applicable, and reasonably selected by the Administrative Agent.

“ Australian Dollars ” and “ AUD ” means the lawful currency of the Commonwealth of Australia.

“ Auto-Extension Letter of Credit ” has the meaning specified in Section 2.03(b)(iii) .

“ Base Rate ” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the Prime Rate and (c) the one-month Eurocurrency Rate (after giving effect to any applicable “floor”) plus 1%; provided that, for the avoidance of doubt, the Eurocurrency Rate for any day shall be based on the rate determined on such day at approximately 11:00 a.m. (London Time) by reference to the British Bankers’ Association (or any successor thereto) Interest Settlement Rates for deposits in Dollars (as set forth by any service selected by the Administrative Agent that has been nominated by the British Bankers’ Association (or any successor thereto) as an authorized vendor for the purpose of displaying such rates). Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Rate or the Eurocurrency Rate shall be effective on the effective date of such change in the Prime Rate, the Federal Funds Rate or the Eurocurrency Rate, as the case may be.

“ Base Rate Loan ” means a Loan that bears interest based on the Base Rate.

“ Beneficial Owner ” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Securities and Exchange Act of 1934, as amended, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns,” “Beneficially Owned” and “Beneficial Ownership” have a corresponding meaning.

“ Board of Directors ” means: (a) with respect to Holdings, the Borrower or any other corporation, the board of directors (or analogous governing body) of the corporation or any committee thereof duly authorized to act on behalf of such board; (b) with respect to a partnership, the board of directors of the general partner of the partnership; (c) with respect to a limited liability company, the managing member or members (or analogous governing body) or any controlling committee of managing members thereof; and (d) with respect to any other Person, the board or committee of such Person serving a similar function.

“ Borrower ” has the meaning specified in the introductory paragraph to this Agreement.

“ Borrower Materials ” has the meaning specified in Section 6.02 .

“ Borrower Notice ” has the meaning specified in Section 6.12(e) .

“ Borrower Purchasing Party ” means the Borrower and any of its Restricted Subsidiaries.

“ Borrowing ” means Loans of the same Class and Type made, converted or continued on the same date (and, in the case of Eurocurrency Rate Loans, as to which a single Interest Period is in effect) and which are denominated in the same currency.

“ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the jurisdiction where the Administrative Agent’s Office with respect to First Lien Obligations denominated in Dollars, Euros, Sterling or an Alternative Currency is located, which day is a London Banking Day and (a) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any London Banking Day, (b) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Eurocurrency Rate Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer which utilizes a single shared platform and which was launched on 19 November 2007 (TARGET 2) payment system (or, if such payment system ceases to be operative, such other payment system (if any) determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro, (c) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Sterling, any fundings, disbursements, settlements and payments in Sterling in respect of any such Eurocurrency Rate Loan, or any other dealings in Sterling to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which dealings in deposits in Sterling are conducted by and between banks in the London interbank market for Sterling, (d) if such date relates to any interest rate settings, funding, disbursement, settlements and payments in Canadian Dollars, means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office with respect to First Lien Obligations denominated in Canadian Dollars is located, (e) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Australian Dollars, any fundings, disbursements, settlements and payments in Australian Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Australian Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which dealings in deposits in Australian Dollars are conducted by and between banks in the London or other applicable offshore interbank market for Australian Dollars and (f) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Singapore Dollars, any fundings, disbursements, settlements and payments in Singapore Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Singapore Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which dealings in deposits in Singapore Dollars are conducted by and between banks in the London or other applicable offshore interbank market for Singapore.

“ Canadian Dollar ” and “ CAD ” means the lawful currency of Canada.

“ Capital Expenditures ” means, as of any date for the applicable period then ended, all capital expenditures of the Borrower and its Restricted Subsidiaries on a consolidated basis for such period, as determined in accordance with GAAP (subject to Section 1.03(c) ).

“ Capitalized Lease ” means any lease that has been or should be, in accordance with GAAP (subject to Section 1.03(c) ), recorded as a capitalized lease (or, to the extent Section 1.03(c) is applicable, finance leases).

“ Cash Collateral Account ” means a blocked, non-interest bearing deposit account at Credit Suisse or a financial institution selected by the Administrative Agent, in the name of the Borrower and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner satisfactory to the Administrative Agent.

“ Cash Collateralize ” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent, each applicable L/C Issuer or the Revolving Credit Lenders, as collateral or other credit support for L/C Obligations or obligations of Revolving Credit Lenders to fund participations in respect of either thereof (as the context may require), (a) cash or deposit account balances or, (b) if the applicable L/C Issuer benefitting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and the applicable L/C Issuer. “ Cash Collateral ” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“ Cash Equivalents ” means any of the following types of Investments, to the extent owned by the Borrower or any of its Restricted Subsidiaries:

(a) direct obligations (or certificates representing an interest in such obligations) issued by, or unconditionally guaranteed by, the government of a member state of the Pre-Expansion European Union, the United States, Switzerland or Canada (including, in each case, any agency or instrumentality thereof), as the case may be, the payment of which is backed by the full faith and credit of the relevant member state of the Pre-Expansion European Union, the United States, Switzerland or Canada, as the case may be, and which are not callable or redeemable at the issuer’s option;

(b) overnight bank deposits, time deposit accounts, certificates of deposit, banker’s acceptances and money market deposits with maturities (and similar instruments) of 12 months or less from the date of acquisition issued by a bank or trust company which is organized under, or authorized to operate as a bank or trust company under, the laws of a member state of the Pre-Expansion European Union or of the United States or any state thereof, Switzerland or Canada; provided that such bank or trust company has capital, surplus and undivided profits aggregating in excess of $250,000,000 (or the foreign currency equivalent thereof as of the date of such investment) and whose long-term debt is rated “A-1” or higher by Moody’s or A+ or higher by S&P or the equivalent rating category of another internationally recognized rating agency;

(c) commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within one year after the date of acquisition;

(d) marketable short-term money market and similar funds (including such funds investing a portion of their assets in municipal securities) having a rating of at least P-1 or A-1 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency selected by the Borrower);

(e) repurchase obligations with a term of not more than 30 days for underlying Investments of the types described in clauses (a) and (b) above entered into with any financial institution meeting the qualifications specified in clause (b) above;

(f) Investments, classified in accordance with GAAP (subject to Section 1.03(c) ) as Current Assets of the Borrower or any of its Restricted Subsidiaries, in money market investment programs, which are administered by financial institutions having capital of at least $250,000,000, and the portfolios of which are limited such that at least 95% of such investments are of the character, quality and maturity described in clauses (a) , through (e) of this definition;

(g) investment funds investing at least 95% of their assets in securities of the types (including as to credit quality and maturity) described in clauses (a) through (f) above; and

(h) (x) Dollars, Euros, Sterling, Alternative Currencies or other currencies in those countries in which the Borrower or any of its Restricted Subsidiaries transacts business from time to time in the ordinary course of business and (y) investments of comparable tenor and credit quality to those described in the foregoing clauses (a) through (g) customarily utilized in countries in which Borrower or any of its Restricted Subsidiaries transacts business from time to time in the ordinary course of business.

“ Cash Management Agreement ” means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer, as well as Cash Management LC Agreements, and other cash management arrangements permitted under Article VII that is entered into by and between the Borrower or any of its Restricted Subsidiaries and any Cash Management Bank; provided that the aggregate amount of Cash Management Agreements entered into by Restricted Subsidiaries that are not Loan Parties shall not exceed $35,000,000 at any time outstanding.

“ Cash Management Bank ” means any Person that (i) at the time it enters into a Cash Management Agreement, is an Agent, an Arranger, a Lender or an Affiliate of an Agent, an Arranger or a Lender, (ii) is, as of the Closing Date, an Agent, an Arranger or a Lender or an Affiliate of an Agent, an Arranger or a Lender and a party to a Cash Management Agreement or (iii) in the case of Cash Management LC Agreements, any other Person reasonably acceptable to the Administrative Agent (it being understood and agreed that the Trade L/C providers as of the Closing Date are satisfactory to the Administrative Agent), in each case, in its capacity as a party to such Cash Management Agreement. For the avoidance of doubt, such Person shall continue to be a Cash Management Bank with respect to the applicable Cash Management Agreement even if it ceases to be an Agent, an Arranger or a Lender or an Affiliate of an Agent, an Arranger or a Lender after the date on which it entered into such Cash Management Agreement.

“ Cash Management LC Agreements ” means financial accommodations or facilities in the form of guarantee, bonding, surety, letter of credit or similar facilities, other than Trade LCs.

“ Casualty Event ” means any event that gives rise to the receipt by the Borrower or any of its Restricted Subsidiaries of any casualty insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon).

“ CDOR ” means, for any Interest Period, the Canadian deposit offered rate equal to the sum of the annual rate of interest determined with reference to the arithmetic mean of the discount rate quotations of all institutions listed in respect of such Interest Period for Canadian Dollar-denominated bankers’ acceptances displayed and identified as such on the “Reuters Screen CDOR Page” or a comparable or successor rate, which rate is approved by the Administrative Agent, as published by Reuters (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) as of 10:00 a.m. Toronto local time on such day and, if such day is not a Business Day, then on the immediately preceding Business Day (as adjusted by the Administrative Agent after 10:00 a.m. Toronto local time to reflect any error in the posted rate of interest or in the posted average annual rate of interest).

“ CFC Holdco ” means a Subsidiary (a) that has no material assets other than the equity of one or more Foreign Subsidiaries or (b) that is treated as a disregarded entity for U.S. federal income tax purposes that holds equity of one or more Foreign Subsidiaries.

“ Change in Law ” means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any Law, rule, regulation or treaty, (b) any change in any Law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline, standard or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, standards or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines, standards or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.

“ Change of Control ” means the occurrence of any of the following:

(i) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Holdings and its Subsidiaries taken as a whole or the Borrower and its Subsidiaries taken as a whole to any Person (including any “person” (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) other than one or more Permitted Holders; or

(ii) the adoption of a plan relating to the liquidation or dissolution of Holdings or the Borrower; or

(iii) the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any Person (including any “person” as defined in clause (i) above) other than one or more Permitted Holders becomes the Beneficial Owner, directly or indirectly, of more than 50% of the issued and outstanding Voting Stock of Holdings or the Borrower measured by voting power rather than number of shares; or

(iv) the first day on which a majority of the members of the Board of Directors of Holdings or the Borrower are not Continuing Directors; or

(v) Holdings ceases to own, directly or indirectly, 100% of the Equity Interests of the Borrower; or

(vi) a “Change of Control” (as defined in the Second Lien Credit Agreement) shall occur.

“ Class ” means (a) with respect to Lenders, each of the following classes of Lenders: (i) Lenders holding Term Loans, (ii) Lenders having Revolving Credit Commitments and (iii) Lenders holding an Incremental First Lien Term Loan Tranche, and (b) with respect to Loans, each of the following classes of Loans: (i) Term Loans, (ii) Revolving Credit Loans and (iii) Incremental First Lien Term Loans of any Incremental First Lien Term Loan Tranche. For the avoidance of doubt, any Loans or Commitments created pursuant to a Permitted Amendment shall constitute a separate Class.

“ Closing Date ” means the first date on which all of the conditions precedent in Article IV are satisfied or waived in accordance with Article IV .

“ Closing Material Adverse Effect ” means any change, event, occurrence, development, effect, condition, circumstance or matter that, individually or in the aggregate, has or would reasonably be likely to have a material adverse effect on the assets, liabilities, business, financial condition or results of operation of the Sold Companies and the Business, taken as a whole; provided , however , that none of the following shall be considered or taken into account in determining whether there has been or would reasonably be likely to be a Material Adverse Effect: any change, event, occurrence, development, effect, condition, circumstance or matter resulting from or relating to (A) the pendency or public announcement of the Carve-out and the Transaction, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, partners, regulators or employees (including any employee departures or labor union or works council activities); (B) global or national or regional economic, monetary or financial conditions, including changes or developments in credit markets (including changes in prevailing interest or exchange rates), financial or securities markets (including the disruption thereof and any decline in the price of any security or market index), or general economic, business or regulatory conditions anywhere in the world, or (C) national or international or regional political or social conditions; (D) the commencement, continuation or escalation of a war, armed hostilities or other international or national emergency, calamity or act

of terrorism or any weather or health/epidemic related or other force majeure event or natural disaster or the worsening thereof; (E) any change in applicable Laws or applicable accounting principles or, in each case, in the interpretation or enforcement thereof after the date hereof; (F) general conditions in or of the industries in which the Business operates; (G) any change, event, occurrence, development, effect, condition, circumstance or matter that is cured by Seller or its Affiliates to the reasonable satisfaction of Purchaser (including by the payment of money); (H) any failure to meet any internal or external projections, forecasts, guidance, estimates, milestones, budgets or internal or published financial or operating predictions of revenue, earnings, cash flow or cash position (except that the underlying cause of any such failure may be considered and taken into account in determining whether there has been or would reasonably be likely to be a Material Adverse Effect); (I) any action taken or not taken by Seller or its Affiliates at Purchaser’s written request; or (J) any reconciliation of IFRS to generally accepted accounting principles or vice versa; provided , however , that any change, event, occurrence, development, effect, condition, circumstance or matter described in clauses (B) , (C) , (D) , (E) or (F) above shall not be excluded to the extent such matters disproportionately affect the Business, taken as a whole, as compared to other similarly situated Persons in the water and waste water treatment industry (it being understood and agreed for the avoidance of doubt that only the extent of such disproportionate affect shall not be so excluded). Capitalized terms used above in the definition of “Closing Material Adverse Effect” without definition shall have the meanings assigned to them in the Acquisition Agreement.

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended (unless otherwise provided herein).

“ Collateral ” means all of the “ Collateral ” referred to in the Collateral Documents and all of the other property and assets that are or are required under the terms of the Collateral Documents to be subject to Liens in favor of the Collateral Agent for the benefit of the Secured Parties.

“ Collateral Agent ” means Credit Suisse AG, in its capacity as collateral agent under the Loan Documents, and any successor collateral agent.

“ Collateral Documents ” means, collectively, the Security Agreement, the Intercreditor Agreement, the Intellectual Property Security Agreement, the Mortgages, each of the mortgages, collateral assignments, Security Agreement Supplements, Intellectual Property Security Agreement Supplements, security agreements, pledge agreements or other similar agreements delivered to the Administrative Agent, the Collateral Agent and the Lenders pursuant to Section 6.12 or 6.14 , and each of the other agreements, instruments or documents entered into by a Loan Party that creates or purports to create a Lien over all or any part of its assets in respect of the First Lien Obligations in favor of the Collateral Agent for the benefit of the Secured Parties.

“ Commitment ” means a Term Commitment or a Revolving Credit Commitment, as the context may require.

“ Committed Loan Notice ” means a notice of (a) a Term Borrowing, (b) a Revolving Credit Borrowing, (c) a conversion of Loans from one Type to the other, or (d) a

continuation of Eurocurrency Rate Loans, pursuant to Section 2.02(a) , which, if in writing, shall be substantially in the form of Exhibit A .

“ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“ Company Plan ” means a Plan other than a Multiemployer Plan.

“ Compliance Certificate ” means a certificate substantially in the form of Exhibit D .

“ Consolidated Cash Taxes ” means, as of any date for the applicable period ending on such date with respect to the Borrower and its Restricted Subsidiaries on a consolidated basis, the aggregate of all income, franchise and similar taxes, as determined in accordance with GAAP (subject to Section 1.03(c) ), to the extent the same are payable in cash with respect to such period.

“ Consolidated Current Assets ” means, with respect to any Person and its Restricted Subsidiaries on a consolidated basis, all assets that, in accordance with GAAP (subject to Section 1.03(c) ), would be classified as current assets on the consolidated balance sheet of such Person, after deducting appropriate and adequate reserves therefrom in each case in which a reserve is proper in accordance with GAAP (subject to Section 1.03(c) ), but excluding any payment of contract-related costs (customarily referred to as costs in excess of billing), cash, Cash Equivalents and Swap Contracts to the extent that the mark-to-market Swap Termination Value would be reflected as an asset on the consolidated balance sheet of such Person.

“ Consolidated Current Liabilities ” means, with respect to any Person and its Restricted Subsidiaries on a consolidated basis, all liabilities in accordance with GAAP (subject to Section 1.03(c) ) that would be classified as current liabilities on the consolidated balance sheet of such Person, but excluding any advanced payments received for contracts (customarily referred to as billings in excess of costs), the current portion of Indebtedness (including the Swap Termination Value of any Swap Contracts) to the extent reflected as a liability on the consolidated balance sheet of such Person.

“ Consolidated EBITDA ” means, as of any date for the applicable period ending on such date with respect to any Person and its Restricted Subsidiaries on a consolidated basis, the sum of (a) Consolidated Net Income, plus (b) an amount which, in the determination of Consolidated Net Income for such period, has been deducted for (other than clause (xix) , without duplication,

Contracts with respect to Indebtedness, (f) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, and (g) any expensing of bridge, commitment and other financing fees) and, to the extent not reflected in such total interest expense, any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate or currency risk, net of interest income and gains on such hedging obligations,

(ii) provision for taxes based on income, profits or capital of the Borrower and its Restricted Subsidiaries, including, without limitation, federal, state, franchise and similar taxes and foreign withholding taxes paid or accrued during such period including penalties and interest related to such taxes or arising from any tax examinations,

(iii) depreciation and amortization expense (including amortization of intangible assets),

(iv) non-cash expenses resulting from any employee benefit or management compensation plan or the grant of stock appreciation or similar rights, stock options, restricted stock or other rights or equity incentive programs to employees of Holdings, the Borrower or any Restricted Subsidiary pursuant to a written plan or agreement or the treatment of such options under variable plan accounting,

(v) any costs or expenses incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of Holdings or net cash proceeds of an issuance of Equity Interests of Holdings (other than Disqualified Equity Interests),

(vi) all extraordinary, non-recurring or unusual losses and charges,

(vii) costs and expenses in connection with project ramp-ups, provided that the aggregate amount of add backs made pursuant to this clause (vii) , when added to the aggregate amount of add backs pursuant to clauses (ix) and (xix) below, shall not exceed an amount equal to 20% of Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended prior to the determination date (without giving effect to any adjustments pursuant to this clause (vii) or clauses (ix) or (xix) below),

(viii) cash fees and expenses (including Sponsor deal fees) and employee bonuses incurred in connection with, or in anticipation of, the Transactions,

start-up costs, costs related to the closure and/or consolidation of facilities, retention charges, contract termination costs, recruiting, retention, relocation, severance and signing bonuses and expenses, systems establishment costs, conversion costs and excess pension charges, consulting fees and any one-time expense relating to enhanced accounting function, or costs associated with becoming a public company or any other costs (including legal services costs) incurred in connection with any of the foregoing; provided that the aggregate amount of add backs made pursuant to this clause (ix) , when added to the aggregate amount of add backs pursuant to clause (vii) above and clause (xix) below, shall not exceed an amount equal to 20% of Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended prior to the determination date (without giving effect to any adjustments pursuant to this clause (ix) , clause (vii) above or clause (xix) below),

(x) transaction fees and expenses (including those in connection with, to the extent permitted hereunder, any Investment, any Debt Issuance, any Equity Issuance, any Disposition, or any Casualty Event and any amendments or waivers of the Loan Documents or the Second Lien Loan Documents, in each case, whether or not consummated),

(xi) any losses (or minus any gains) realized upon the disposition of property outside of the ordinary course of business,

(xii) any (x) expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any permitted Investment, Permitted Acquisitions or any permitted sale, conveyance, transfer or other disposition of assets or (y) expenses, charges or losses with respect to liability or casualty events or business interruption covered by insurance, in each case to the extent actually reimbursed, or, so long as the Borrower has made a determination that reasonable evidence exists that such indemnification or reimbursement will be made, and only to the extent that such amount is (A) not denied by the applicable indemnifying party, obligor or insurer in writing and (B) in fact indemnified or reimbursed within 365 days after such determination (with a deduction in the applicable future period for any amount so added back to the extent not so indemnified or reimbursed within such 365 day period),

(xiii) management fees (or special dividends in lieu thereof) permitted under Section 7.08(d) ,

(xiv) any non-cash purchase accounting adjustment and any step-ups with respect to re-valuing assets and liabilities in connection with the Transactions or any Investment permitted under Section 7.02 ,

(xv) non-cash losses from Joint Ventures and non-cash minority interest reductions,

(xvi) fees and expenses in connection with debt exchanges or refinancings permitted under Section 7.14 ,

(xvii) other expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Income which do not represent a cash item in such period or any future period,

(xviii) losses recognized and expenses incurred in connection with the effect of currency and exchange rate fluctuations on intercompany balances and other balance sheet items,

(xix) the amount of net cost savings, operating expense reductions, other operating improvements and acquisition synergies projected by the Borrower in good faith to be realized during such period (calculated on a Pro Forma Basis as though such items had been realized on the first day of such period) as a result of actions taken or to be taken in connection with the Transactions or any acquisition or disposition by the Borrower or any Restricted Subsidiary, any operational changes (including, without limitation, operational changes arising out of the modification of contractual arrangements (including, without limitation, renegotiation of lease agreements, utilities and logistics contracts and insurance policies, as well as purchases of leased real properties)) or headcount reductions, net of the amount of actual benefits realized during such period that are otherwise included in the calculation of Consolidated EBITDA from such actions, provided that (A) a duly completed certificate signed by a Responsible Officer of the Borrower shall be delivered to the Administrative Agent together with the Compliance Certificate required to be delivered pursuant to Section 6.02 , certifying that (x) such cost savings, operating expense reductions and synergies are reasonably expected and factually supportable as determined in good faith by the Borrower, and (y) such actions are to be taken and the results with respect thereto are to be achieved within (I) in the case of any such cost savings, operating expense reductions and synergies in connection with the Transactions, 18 months after the Closing Date and (II) in all other cases, within 18 months after the consummation of the acquisition or disposition, which is expected to result in such cost savings, expense reductions or synergies, (B) no cost savings, operating expense reductions and synergies shall be added pursuant to this clause (xix) to the extent duplicative of any expenses or charges otherwise added to Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period, (C) to the extent that any cost savings, operating expense reductions and synergies are not associated with the Transactions, all steps shall have been taken for realizing such savings, (D) projected amounts (and not yet realized) may no longer be added in calculating Consolidated EBITDA pursuant to this clause (xix) to the extent occurring more than four full fiscal quarters after the specified action taken in order to realize such projected cost savings, operating expense reductions and synergies and (E) the aggregate amount

of add backs made pursuant to this clause (xix) , when added to the aggregate amount of add backs pursuant to clauses (vii) and (ix) above, shall not exceed an amount equal to 20% of Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended prior to the determination date (without giving effect to any adjustments pursuant to clauses (vii) and (ix) above or this clause (xix) ), and

(xx) restructuring charges or reserves and business optimization expenses, including restructuring costs and integration costs, costs related to the closure and/or consolidation of facilities, retention charges, contract termination costs, recruiting, retention, relocation, severance and signing bonuses and expenses, systems establishment costs, conversion costs and excess pension charges, consulting fees and any one-time expense relating to enhanced accounting function, and any costs associated with any of the foregoing, in each case, incurred in connection with the restructuring of the Municipal Business, minus

(i) federal, state, local and foreign income tax credits and refunds (to the extent not netted from tax expense),

(ii) non-recurring income or gains from discontinued operations

(iii) all extraordinary, non-recurring or unusual gains and non-cash income during such period,

(iv) any gains realized upon the disposition of property outside of the ordinary course of business, and

(v) the amount of Restricted Payments permitted under Sections 7.06(e)(i) , 7.06(e)(ii) , 7.06(e)(iii) , 7.06(e)(vii) and 7.06(i) (except to the extent that (x) the amount paid with such Restricted Payments would not, if the respective expense or other item had been incurred directly by the Borrower, have reduced Consolidated EBITDA determined in accordance with this definition or (y) such Restricted Payment is paid by the Borrower in respect of an expense or other item that has resulted in, or will result in, a reduction of Consolidated EBITDA, as calculated pursuant to this definition), plus or minus

(d) unrealized losses/gains in respect of Swap Contracts, all as determined in accordance with GAAP (subject to Section 1.03(c) ).

Notwithstanding anything to the contrary, Consolidated EBITDA shall be deemed to be $15,264,748 for the fiscal quarter ended on December 31, 2012, $29,405,467 for the fiscal quarter ended on March 31, 2013, $30,968,403 for the fiscal quarter ended on June 30, 2013 and $40,845,446 for the fiscal quarter ended on September 30, 2013.

“ Consolidated Funded First Lien Indebtedness ” means Consolidated Funded Indebtedness that is secured by a Lien on any Collateral (other than Liens permitted under Section 7.01(i) ) that is not subordinated to the Liens securing the First Lien Obligations; provided that (x) such Consolidated First Lien Indebtedness is not subordinated in right of payment to the First Lien Obligations and (y) for purposes of the definition of “Permitted Other First Lien Indebtedness”, the definition of “Permitted Other Second Lien Indebtedness” and clause (x)(B) of the second proviso in Section 2.14(a) only, all Incremental First Lien Facilities and all Permitted Other First Lien Indebtedness (and any Permitted Refinancing thereof) shall be deemed to be (a) secured by a Lien on the Collateral that is not subordinated to the Liens securing the First Lien Obligations, whether or not so secured and (b) not subordinated in right of payment to the First Lien Obligations, whether or not so subordinated.

“ Consolidated Funded Indebtedness ” means all Indebtedness of a Person and its Restricted Subsidiaries on a consolidated basis, in an amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP (subject to Section 1.03(c) ) (but (x) excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transactions or any Permitted Acquisition and (y) any Indebtedness that is issued at a discount to its initial principal amount shall be calculated based on the entire principal amount thereof), excluding (i) net obligations under any Swap Contract, (ii) any earn-out obligation until such obligation becomes a liability on the balance sheet of the applicable Person, (iii) any deferred compensation arrangements, (iv) any non-compete or consulting obligations incurred in connection with Permitted Acquisitions, or (v) obligations in respect of letters of credit (including Letters of Credit), bankers’ acceptances, bank Guarantees, surety bonds, performance bonds, advance payment guarantees or bonds, warranties, bid guarantees or bonds and similar instruments except to the extent of unreimbursed amounts thereunder; provided that any unreimbursed amount under commercial letters of credit shall not be counted as Consolidated Funded Indebtedness until one (1) Business Day after such amount is drawn. The amount of Consolidated Funded Indebtedness for which recourse is limited either to a specified amount or to an identified asset of such Person shall be deemed to be equal to such specified amount or, if less, the fair market value of such identified asset.

“ Consolidated Funded Secured Indebtedness ” means Consolidated Funded Indebtedness that is secured by a Lien on assets of the Borrower or any of its Restricted Subsidiaries, provided that (x) such Consolidated Funded Indebtedness is not subordinated in right of payment to the First Lien Obligations or the Second Lien Obligations and (y) for purposes of the definition of “Permitted Other First Lien Indebtedness”, the definition of “Permitted Other Second Lien Indebtedness”, the definition of “Secured Leverage Ratio” as used in the definition of “Second Lien Cap” and clause (x)(B) of the second proviso in Section 2.14(a) only, all Incremental First Lien Facilities and all Permitted Other Indebtedness (and any Permitted Refinancing thereof) shall be deemed to be (a) secured by a Lien on the assets of the Borrower and its Restricted Subsidiaries, whether or not so secured and (b) not subordinated in right of payment to the First Lien Obligations, whether or not so subordinated.

attributable to Investments in any Unrestricted Subsidiary or Joint Venture to the extent that either (x) such amounts have not been distributed in cash to such Person and its Restricted Subsidiaries during the applicable period, (y) such amounts were not earned by such Unrestricted Subsidiary or Joint Venture during the applicable period or (z) there exists in respect of any future period any encumbrance or restriction on the ability of such Unrestricted Subsidiary or Joint Venture to pay dividends or make any other distributions in cash on the Equity Interests of such Unrestricted Subsidiary or Joint Venture held by such Person and its Restricted Subsidiaries, (iii) the cumulative effect of foreign currency translations during such period to the extent included in Consolidated Net Income, (iv) the income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any of its Restricted Subsidiaries (except to the extent required for any calculation of Consolidated EBITDA on a Pro Forma Basis ), (v) net income of any Restricted Subsidiary (other than a Loan Party) for any period to the extent that, during such period (or, for purposes of calculating Cumulative Credit, either during such period or in respect of any future period) there exists any encumbrance or restriction on the ability of such Restricted Subsidiary to pay dividends or make any other distributions in cash on the Equity Interests of such Restricted Subsidiary held by such Person and its Restricted Subsidiaries, except to the extent that such net income is distributed in cash during such period to such Person or to a Restricted Subsidiary of such Person that is not itself subject to any such encumbrance or restriction, (vi) cancellation of Indebtedness income arising out of prepayments made in accordance with Section 2.05(a)(iii) and (vii) any income (loss) for such period attributable to the early extinguishment of (a) Indebtedness, (b) obligations under any Swap Contracts or (c) other derivative instruments), as determined in accordance with GAAP (subject to Section 1.03(c) ).

“ Consolidated Scheduled Funded Debt Payments ” means, as of any date for the applicable period ending on such date with respect to the Borrower and its Restricted Subsidiaries on a consolidated basis, the sum of all scheduled payments of principal during such period on Consolidated Funded Indebtedness that constitutes Funded Debt (including the implied principal component of payments due on Capitalized Leases during such period), less the reduction in such scheduled payments resulting from voluntary prepayments or mandatory prepayments of such Funded Debt (including as required pursuant to Section 2.05 ) as determined in accordance with GAAP (subject to Section 1.03(c) )

“Consolidated Total Assets ” means, as of any date, the total assets of the Borrower and its consolidated Subsidiaries, determined in accordance with GAAP (subject to Section 1.03(c) ), as set forth on the consolidated balance sheet of the Borrower as of such date.

“ Continuing Directors ” means the directors of each of Holdings and the Borrower on the Closing Date, and each other director, if, in each case, such other director’s nomination for election to the Board of Directors of Holdings or the Borrower is recommended by a majority of the then Continuing Directors or such other director receives the vote of the Sponsor in his or her election by the stockholders of Holdings or of the Borrower.

“ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“ Control ” has the meaning specified in the definition of “Affiliate.”

“ Covenant Trigger Amount ” means, at any time, an amount equal to 25% of the Revolving Credit Facility at such time.

“ Credit Extension ” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“ Credit Suisse ” means Credit Suisse AG, acting through such of its affiliates or branches as it deems appropriate, and its successors.

“ CS Securities ” means Credit Suisse Securities (USA) LLC and its successors.

“ Cumulative Credit ” means, at any date, an amount, not less than zero in the aggregate (except to the extent resulting from the operation of clause (e) ), determined on a cumulative basis equal to:

(a) the sum of a percentage of Excess Cash Flow for each full fiscal quarter ended after the Closing Date and prior to such date of determination, equal to, for each such fiscal quarter:

(i) 50% if, as of the last day of such fiscal quarter, the Total Leverage Ratio was greater than or equal to 3.90:1.00,

(ii) 75% if, as of the last day of such fiscal quarter, the Total Leverage Ratio was less than 3.90:1.00 but greater than or equal to 3.40:1.00 or

(iii) 100% if, as of the last day of such fiscal quarter, the Total Leverage Ratio was less than 3.40:1.00, plus

(b) the sum of any Declined Amounts, plus

(c) in the event that Cumulative Credit has been reduced as a result of an Investment made pursuant to Section 7.02(t) (any such Investment for purposes of this clause (c) being an “ Original Investment ” and the amount of any such reduction for purposes of this clause (c) being the “ Reduction Amount ” in respect of such Investment) in connection with the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, the acquisition of Equity Interests of an Unrestricted Subsidiary or the acquisition of any Investments, an amount equal to the lesser of (A) the aggregate amount received by the Borrower or any Restricted Subsidiary in cash and Cash Equivalents from: (i) the sale (other than to the Borrower or any such Restricted Subsidiary) of any such Equity Interests of an Unrestricted Subsidiary or any such Investments, or (ii) any dividend or other distribution by any such Unrestricted Subsidiary received in respect of any such Investments, or (iii) interest, returns of principal, repayments and similar payments by any such Unrestricted Subsidiary or received in respect of any such Investments, and (B) the Reduction Amount in respect of such Original Investment; plus

(d) in the event that Cumulative Credit has been reduced as a result of an Investment made pursuant to Section 7.02(t) in connection with the designation of a Restricted

Subsidiary as an Unrestricted Subsidiary (any such designation being the “ Original Designation ” and the amount of any such reduction for purposes of this clause (d) being the “ Reduction Amount ” in respect of such designation), in the event any such Unrestricted Subsidiary has been re-designated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, the Borrower or a Restricted Subsidiary, an amount equal to the lesser of (A) the fair market value of the Investments of the Borrower and the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) and (B) the Reduction Amount in respect of such Original Designation, minus

(e) the aggregate excess, if any, in respect of each fiscal year of the Borrower (commencing with the first full fiscal year ending after the Closing Date) completed prior to such date of (i) the cumulative amount of Cumulative Credit attributable to and determined in accordance with clause (a) of this definition for all four fiscal quarters of each such fiscal year over (ii) such cumulative amount for each such fiscal year attributable to clause (a) of this definition but determined on an annual (and not quarterly) basis for each such fiscal year (for the avoidance of doubt, based on the Total Leverage Ratio as of the last day of each such fiscal year),

as such amount may be reduced from time to time to the extent that all or a portion of Cumulative Credit is applied to make Investments, Restricted Payments or prepayments of Junior Financing pursuant to Section 7.02(t), 7.06(f)(2) or Error! Reference source not found. , respectively.

“ Cure Amount ” has the meaning specified in Section 8.03 .

“ Cure Right ” has the meaning specified in Section 8.03 .

“ Currency Equivalent ” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in Euro, Sterling or an Alternative Currency as determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Euro, Sterling or such Alternative Currency with Dollars.

“ Current Assets ” means, with respect to any Person, all assets of such Person that, in accordance with GAAP (subject to Section 1.03(c) ), would be classified as current assets on the balance sheet of a company conducting a business the same as or similar to that of such Person, after deducting appropriate and adequate reserves therefrom in each case in which a reserve is proper in accordance with GAAP (subject to Section 1.03(c) ).

“ Declined Amounts ” has the meaning specified in Section 2.05(c) .

“ Declining Lender ” has the meaning specified in Section 2.05(c) .

“ Debt Fund Affiliate ” means any Affiliate of the Sponsor that is a bona fide diversified debt fund primarily engaged in, or advising funds or other investment vehicles that are engaged in making, purchasing or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course of business whose managers have fiduciary

duties to the third-party investors in such fund or investment vehicle that are independent of their duties to the equity holders of Holdings.

“ Debt Issuance ” means the issuance by any Person and its Restricted Subsidiaries of any Indebtedness for borrowed money.

“ Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“ Default Rate ” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate applicable to Base Rate Loans under the applicable Facility plus (c) 2.0% per annum ; provided , however , that with respect to a Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to the Eurocurrency Rate plus the Applicable Rate applicable to such Eurocurrency Rate Loan under the applicable Facility plus 2.0% per annum , in each case, to the fullest extent permitted by applicable Laws.

“ Defaulting Lender ” means, subject to Section 2.16(b) , any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (which conditions precedent, together with the applicable default, if any, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any L/C Issuer or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within two (2) Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or any L/C Issuer in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lenders’ obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with the applicable default, if any, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent, the Borrower or an L/C Issuer, to confirm in writing to the Administrative Agent, the Borrower or such L/C Issuer that it will comply with its prospective funding obligations hereunder ( provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent, the Borrower or such L/C Issuer), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting

Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender; provided , further , that the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official by a supervisory authority or regulator with respect to a Lender or a Lender’s direct or indirect parent company under the Dutch Financial Supervision Act 2007 (as amended from time to time and including any successor legislation) shall not result in a Lender being deemed a Defaulting Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.16(b) ) upon delivery of written notice of such determination to the Borrower, each L/C Issuer and each Lender.

“ Discounted Prepayment Option Notice ” has the meaning specified in Section 2.05(a)(iii)(B) .

“ Discount Range ” has the meaning specified in Section 2.05(a)(iii)(B) .

“ Discounted Voluntary Prepayment ” has the meaning specified in Section 2.05(a)(iii)(A) .

“ Discounted Voluntary Prepayment Notice ” has the meaning specified in Section 2.05(a)(iii)(E) .

“ Disposition ” or “ Dispose ” means the sale, assignment, transfer, license, lease or other disposition of any property by any Person (including any sale and leaseback transaction and any issuance of Equity Interests by a Restricted Subsidiary of such Person), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“ Disqualified Equity Interests ” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligations or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other First Lien Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof, in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety one (91) days after the Latest Maturity Date of all Commitments and Loans then in effect; provided that if such Equity Interests are issued pursuant to a plan for the benefit of employees of Holdings (or any direct or indirect parent thereof) or the Restricted Subsidiaries or by any

such plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because it may be required to be repurchased by Holdings, the Borrower or its Restricted Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“ Documentation Agent ” means RBC Capital Markets, as Documentation Agent under the Loan Documents.

“ Dollar Equivalent ” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in Euros, Sterling or any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with Euros, Sterling or such Alternative Currency. In making the determination of the Dollar Equivalent for purposes of determining the aggregate amount of the available Revolving Credit Commitments, the aggregate amount of the available Letter of Credit Sublimit on the date of any Credit Extension, the Administrative Agent or the applicable L/C Issuer, as the case may be, shall use the Spot Rate in effect at the date on which the Borrower requests such Credit Extension pursuant to the provisions of this Agreement.

“ Dollar ” and “ $ ” mean lawful money of the United States.

“ Domestic Subsidiary ” means any Subsidiary of Holdings (other than any CFC Holdco) that is organized under the laws of the United States, any state thereof or the District of Columbia.

“ Eligible Assignee ” means any Person that meets the requirements to be an assignee under Section 10.07(b)(iii) , (v) and (vi) (subject to such consents, if any, as may be required under Section 10.07(b)(iii)) .

“ EMU Legislation ” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

“ Environmental Laws ” means any and all Federal, state, local, and foreign statutes, laws (including common law), regulations, ordinances, rules, judgments, orders, decrees or binding judicial or administrative decisions relating to pollution and the protection of the environment (including air, water vapor, surface water, ground water, drinking water, drinking water supply, surface or subsurface land, plant and animal life or any other natural resource), and public and worker health and safety, including those related to the generation, use, handling, storage, transportation, treatment, recycling, labeling or Environmental Release of, or exposure to, any Hazardous Materials.

“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, natural resource damages, costs of environmental remediation, investigation or monitoring, consulting costs and attorney fees, and fines or penalties) resulting from or based upon (a) any Environmental Law, including any noncompliance therewith, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) an Environmental Release or threatened Environmental Release of any Hazardous Materials or (e) any contract, agreement or other

binding consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Environmental Permit ” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“ Environmental Release ” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, migrating, leaching, dispersal, dumping or disposing into or through the indoor or outdoor environment.

“ Equity Contribution ” has the meaning specified in the definition of the “Transactions.”

“ Equity Interests ” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities).

“ Equity Issuance ” means any issuance for cash by any Person to any other Person of (a) its Equity Interests, (b) any of its Equity Interests pursuant to the exercise of options or warrants, (c) any of its Equity Interests pursuant to the conversion of any debt securities to equity or (d) any options or warrants relating to its Equity Interests.

“ ERISA ” means the Employee Retirement Income Security Act of 1974.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated), that together with any Loan Party, is treated as a single employer within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 302 of ERISA or Section 412 of the Code).

endangered or critical status within the meaning of Section 432 of the Code or Section 305 of ERISA; (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate; (i) the imposition of a lien under Section 430(k) of the Code or Section 303(k) of ERISA with respect to any Pension Plan; or (j) the failure to meet the minimum funding standard of Section 412 or 430 of the Code or Section 302 or 303 of ERISA with respect to any Pension Plan (whether or not waived) or the failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan.

“ Euro ” and “ € ” means the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

“ Eurocurrency Rate ” means, for any Interest Period with respect to a Eurocurrency Rate Loan, a rate per annum determined by the Administrative Agent pursuant to the following formula:

Eurocurrency Rate		Eurocurrency Base Rate
	=	1.00 – Eurocurrency Reserve Percentage

where,

“ Eurocurrency Base Rate ” means, for such Interest Period, the rate per annum equal to (i) the rate determined by the Administrative Agent to be the applicable Screen Rate at approximately (1) with respect to Borrowings, conversions or continuations upon less than three (3) Business Days’ notice, 11:00 a.m. (London Time) on the Business Day of such Borrowing or (2) with respect to Borrowings, conversions or continuations upon three (3) or more Business Days’ notice, two (2) Business Days prior to the commencement of such Interest Period, for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, or (ii) if such rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the arithmetic mean of the rates per annum at which deposits in the relevant currency for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurocurrency Rate Loan being made, continued or converted and with a term equivalent to such Interest Period would be offered to major banks in the London interbank market in London, England by the Administrative Agent at approximately 11:00 a.m. (London Time) on the date that is two (2) Business Days prior to the commencement of such Interest Period.

“ Eurocurrency Rate Loan ” means a Loan that bears interest at the Eurocurrency Rate. Eurocurrency Rate Revolving Credit Loans may be denominated in Dollars, Euros, Sterling or any Alternative Currency.

emergency, supplemental, marginal or other reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”). The Eurocurrency Rate for each outstanding Loan the interest on which is determined by reference to the Eurocurrency Rate shall be adjusted automatically as of the effective date of any change in the Eurocurrency Reserve Percentage.

“ Event of Default ” has the meaning specified in Section 8.01 .

“ Excess Cash Flow ” means, with respect to any Excess Cash Flow Period, an amount equal to (a) Consolidated Net Income of the Borrower and its Restricted Subsidiaries minus (b) without duplication (in each case, for the Borrower and its Restricted Subsidiaries on a consolidated basis),

(i) Capital Expenditures, except to the extent made using proceeds, payments or any other amounts available from events or circumstances that were not included in determining Consolidated Net Income during such period,

(ii) Consolidated Scheduled Funded Debt Payments and, to the extent not otherwise deducted from Consolidated Net Income, Consolidated Cash Taxes,

(iii) Restricted Payments made by the Borrower and its Restricted Subsidiaries to the extent that such Restricted Payments are permitted to be made under Section 7.06(e) or 7.06(i) , solely to the extent made, directly or indirectly, with the proceeds from events or circumstances that were included in the calculation of Consolidated Net Income,

(iv) the aggregate amount of voluntary or mandatory permanent principal payments or repurchases of Indebtedness of the Borrower and its Restricted Subsidiaries (excluding the First Lien Obligations, the Revolving Credit Commitments and the Second Lien Obligations); provided that (A) such prepayments or repurchases are otherwise permitted hereunder, (B) if such Indebtedness consists of a revolving line of credit, the commitments under such line of credit are permanently reduced by the amount of such prepayment or repurchase, and (C) such prepayments or repurchases are not made, directly or indirectly, using (1) proceeds, payments or any other amounts available from events or circumstances that were not included in determining Consolidated Net Income during such period or (2) the Cumulative Credit,

(v) cash payments made in satisfaction of non-current liabilities (excluding payments of Indebtedness for borrowed money) or non-cash charges in a prior period, in each case, not made directly or indirectly using (1) proceeds, payments or any other amounts available from events or circumstances that were not included in determining Consolidated Net Income during such period or (2) the Cumulative Credit,

(vi) to the extent not deducted in arriving at Consolidated Net Income, cash expenses incurred in connection with the Transactions or, to the extent permitted hereunder, any Investment permitted under Section 7.02 , Equity Issuance or Debt Issuance,

(vii) cash from operations used or to be used to consummate a Permitted Acquisition (if such Permitted Acquisition has been consummated, or committed to be consummated, prior to the date on which a prepayment of Loans would be required pursuant to Section 2.05(b)(i) with respect to such fiscal year period); provided , however , that if any amount is deducted from Excess Cash Flow pursuant to this clause (vii) with respect to a fiscal year as a result of a Permitted Acquisition that has been committed to be consummated but not yet actually consummated at the time of such deduction (the amount of such cash being the “ Relevant Deduction Amount ”) then (A) for the avoidance of doubt, no amount shall be deducted from Excess Cash Flow pursuant to this clause (vii) as a result of such Permitted Acquisition being actually consummated for the Relevant Deduction Amount, and (B) if such Permitted Acquisition is not actually consummated for the Relevant Deduction Amount prior to the date on which a prepayment of Loans would be required pursuant to Section 2.05(b)(i) with respect to the immediately following fiscal year period, an amount equal to such Relevant Deduction Amount shall be added to Excess Cash Flow for such immediately following fiscal year period,

(viii) to the extent not deducted in arriving at Consolidated Net Income, cash contributions to pension and other employee benefits plans,

(ix) to the extent not deducted in arriving at Consolidated Net Income, any cash losses from extraordinary, unusual or non-recurring items,

(x) to the extent not deducted in arriving at Consolidated Net Income, cash payments in respect of any hedging obligations,

(xi) net non-cash gains and credits to the extent included in arriving at Consolidated Net Income, plus

(d) decreases in Net Working Capital for such period (other than any such decreases arising from acquisitions or dispositions by the Borrower and its Restricted Subsidiaries completed during such period or the application of purchase accounting), minus

(e) increases in Net Working Capital for such period (other than any such increases arising from acquisitions or dispositions by the Borrower and its Restricted Subsidiaries completed during such period or the application of purchase accounting).

“ Excess Cash Flow Period ” means any fiscal year of the Borrower, commencing with the first full fiscal year ended after the Closing Date.

“ Excluded Subsidiary ” means any Subsidiary of the Borrower that is (i) a Foreign Subsidiary or a Foreign Subsidiary of a Domestic Subsidiary or a CFC Holdco, (ii) an Immaterial Subsidiary, (iii) prohibited by applicable law, regulation or by any Contractual Obligation existing on the Closing Date or on the date such Person becomes a Subsidiary (as long as such Contractual Obligation was not entered into in contemplation of such Person becoming a Subsidiary) from providing a Subsidiary Guaranty or that would require a governmental (including regulatory) or third party consent, approval, license or authorization in order to grant such Subsidiary Guaranty (to the extent that the Borrower has used commercially reasonable efforts (not involving spending money in excess of de minimis amounts) to obtain such consent, approval, license or authorization), (iv) any Domestic Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary, (v) captive insurance companies, (vi) a not-for-profit Subsidiary, (vii) a Subsidiary not wholly-owned by the Borrower and/or one or more of its wholly owned Restricted Subsidiaries, (viii) any Unrestricted Subsidiary and (ix) a Subsidiary to the extent that the burden or cost of obtaining a Subsidiary Guaranty therefrom is excessive in relation to the benefit afforded thereby (as reasonably determined by the Administrative Agent and the Borrower).

“ Excluded Swap Obligation ” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder (determined after giving effect to Section 14 of the Subsidiary Guaranty and any other “keepwell, support or other agreement” for the benefit of such Loan Party and any and all guarantees of such Loan Party’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Loan Party, or a grant by such Loan Party of a security interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a Master Agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guaranty or security interest is or becomes excluded in accordance with the first sentence of this definition.

branch profits Taxes imposed by the United States of America or any similar Tax imposed by any other jurisdiction described in clause (a) above, (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 3.07 ), any United States federal withholding Tax that is imposed on amounts payable to such Foreign Lender pursuant to a law in effect at the time such Foreign Lender becomes a party to this Agreement (or designates a new Lending Office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts with respect to such withholding Tax pursuant to Section 3.01(a) , (d) Taxes attributable to such recipient’s failure to comply with Section 3.01(g) or Section 3.01(h) and (e) any United States federal withholding Taxes imposed under FATCA.

“ External Trade L/C Amount ” means the then outstanding aggregate amount of (x) Trade L/Cs and (y) Trade L/C Collateralization, in an aggregate amount not to exceed (a) the Trade Facility Collateral Term Loan Amount less (b) the amount of mandatory prepayments pursuant to Section 2.05(b)(iv) .

“ Facility ” means the Term Facility and the Revolving Credit Facility, as the context may require.

“ Facility Fee ” has the meaning specified in Section 2.09(a) .

“ FATCA ” means Sections 1471 through 1474 of the Code, as of the Closing Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“ FCPA ” has the meaning specified in Section 5.21 .

“ Federal Funds Rate ” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Credit Suisse on such day on such transactions as determined by the Administrative Agent.

“ Fee Letter ” means the Fee Letter, dated as of October 14, 2013, among Holdings, Credit Suisse Securities (USA) LLC, Credit Suisse AG, Morgan Stanley Senior Funding, Inc., Royal Bank of Canada, UBS AG, Stamford Branch, UBS Securities LLC, and Goldman Sachs Bank USA.

(ii) cash (other than, on or prior to the second anniversary of the Closing Date, Ringfenced Cash) and Cash Equivalents restricted in favor of, without duplication, the Administrative Agent, the Collateral Agent, the Second Lien Administrative Agent, the Second Lien Collateral Agent, any Lender or any Second Lien Lender) of the Borrower and its Restricted Subsidiaries on the last day of the most recently ended fiscal quarter for which financial statements have been delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) to (y) Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the most recently ended four (4) consecutive fiscal quarter period ending on or prior to such date for which financial statements have been delivered to the Administrative Agent and the Lenders pursuant to Sections 6.01(a) and (b) .

“ First Lien Obligations ” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, Letter of Credit, Secured Cash Management Agreement or Secured Hedge Agreement (other than Excluded Swap Obligations), in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding (or that would accrue but for the commencement of such proceeding), regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the generality of the foregoing, the First Lien Obligations of the Loan Parties under the Loan Documents include (a) the obligation to pay principal, interest, Letter of Credit commissions, charges, expenses, fees, indemnities and other amounts payable by any Loan Party under any Loan Document and (b) the obligation of any Loan Party to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party; provided that the First Lien Obligations shall not include Excluded Swap Obligations.

“Flood Determination Form” has the meaning specified in Section 6.12(e) .

“Flood Hazard Property” has the meaning specified in Section 6.12(e) .

“ Foreign Disposition ” has the meaning specified in Section 2.05(b)(viii) .

“ Foreign Lender ” means any Lender that is not a United States person, as such term is defined in Section 7701(a)(30) of the Code.

“ Foreign Subsidiary ” means any Subsidiary of the Borrower which is not a Domestic Subsidiary.

“ FRB ” means the Board of Governors of the Federal Reserve System of the United States.

“ Fronting Exposure ” means, at any time there is a Defaulting Lender, with respect to any L/C Issuer, such Defaulting Lender’s Pro Rata Share of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“ Fund ” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“ Funded Debt ” of any Person means Indebtedness of such Person that by its terms matures more than one (1) year after the date of its creation or matures within one (1) year from any date of determination but is renewable or extendible, at the option of such Person, to a date more than one (1) year after such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one (1) year after such date.

“ GAAP ” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“ Governmental Authority ” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“ Granting Lender ” has the meaning specified in Section 10.07(g) .

“ GS ” means Goldman Sachs Bank USA acting through such of its affiliates or branches as it deems appropriate, and its successors.

“ Guarantee ” means, as to any Person, without duplication, any (a) obligation, contingent or otherwise, of such Person Guaranteeing or having the economic effect of Guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) Lien on any assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or other monetary obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit, in either case

in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or Disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the Guaranteeing Person in good faith. The term “ Guarantee ” as a verb has a corresponding meaning.

“ Guarantors ” means, collectively, (i) Holdings, (ii) each wholly-owned Domestic Subsidiary of the Borrower that is a Restricted Subsidiary and listed on Schedule I , and (iii) each other wholly-owned Domestic Subsidiary of the Borrower that is a Restricted Subsidiary that shall be required to execute and deliver a Guaranty or Guaranty supplement pursuant to Section 6.12 .

“ Guaranty ” means, collectively, the Holdings Guaranty and the Subsidiary Guaranty.

“ Hazardous Materials ” means all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, flammable, explosive or radioactive substances, and all other substances or wastes of any nature regulated as “hazardous” or “toxic,” or as a “pollutant” or a “contaminant,” pursuant to any Environmental Law.

“ Hedge Bank ” means (i) any Person that at the time it enters into a Secured Hedge Agreement, is an Agent, an Arranger or a Lender or an Affiliate of an Agent, an Arranger or a Lender or (ii) any Person that is, as of the Closing Date, an Agent, an Arranger or a Lender or an Affiliate of an Agent, an Arranger or a Lender and a party to a Secured Hedge Agreement, in each case, in its capacity as a party to such Secured Hedge Agreement. For the avoidance of doubt, such Person shall continue to be a Hedge Bank with respect to the applicable Secured Hedge Agreement even if it ceases to be an Agent, an Arranger or a Lender or an Affiliate of an Agent, an Arranger or a Lender after the date on which it entered into such Secured Hedge Agreement.

“ Holdings ” has the meaning specified in the introductory paragraph to this Agreement.

“ Holdings Guaranty ” means the Holdings Guaranty made by Holdings in favor of the Collateral Agent on behalf of the Secured Parties, substantially in the form of Exhibit F-1 .

“ Honor Date ” has the meaning specified in Section 2.03(c)(i) .

“ IFRS ” means International Financial Reporting Standards (IFRICs/SICs) issued by the International Accounting Standards Board (IASB) or any successor thereto, as in effect from time to time and as adopted by the European Union.

“ Immaterial Subsidiary ” means each Restricted Subsidiary designated as such by the Borrower to the Administrative Agent and the Collateral Agent in writing that meets all of

the following criteria calculated on the Pro Forma Basis by reference to the most recently delivered set of the financial statements delivered pursuant to Section 6.01(a) : (a) the aggregate gross assets (excluding goodwill) of any Restricted Subsidiary designated as an Immaterial Subsidiary and its Restricted Subsidiaries (on a consolidated basis) as of the date of such statements do not exceed an amount equal to 5% of the Consolidated Total Assets of the Restricted Group as of such date; (b) the aggregate of the earnings before interest, tax, depreciation and amortization (calculated on the same basis as Consolidated EBITDA) of any Restricted Subsidiary designated as an Immaterial Subsidiary and its Restricted Subsidiaries (on a consolidated basis) for the four fiscal quarter period ending on such date do not exceed an amount equal to 5% of the Consolidated EBITDA of the Restricted Group for such period; (c) the aggregate gross assets (excluding goodwill) of all Restricted Subsidiaries designated as Immaterial Subsidiaries and their respective Restricted Subsidiaries (on a consolidated basis) as of the date of such statements do not exceed an amount equal to 10% of the Consolidated Total Assets of the Restricted Group as of such date; and (d) the aggregate of the earnings before interest, tax, depreciation and amortization (calculated on the same basis as Consolidated EBITDA) of all Restricted Subsidiaries designated as Immaterial Subsidiaries and their respective Restricted Subsidiaries (on a consolidated basis) for the four fiscal quarter period ending on such date do not exceed an amount equal to 10% of the Consolidated EBITDA of the Restricted Group for such period; provided that if, at any time after the delivery of such financial statements, (i) with respect to any Restricted Subsidiary designated as an Immaterial Subsidiary at such time, the aggregate gross assets (excluding goodwill) of such Restricted Subsidiary and its Restricted Subsidiaries (on a consolidated basis) shall exceed the threshold set forth in clause (a) or the aggregate of the earnings before interest, tax, depreciation and amortization of such Restricted Subsidiary and its Restricted Subsidiaries (on a consolidated basis) exceed the threshold set forth in clause (b) or (ii) with respect to all Restricted Subsidiaries designated as Immaterial Subsidiaries at such time, the aggregate gross assets (excluding goodwill) of such Restricted Subsidiaries and their respective Restricted Subsidiaries (on a consolidated basis) shall exceed the threshold set forth in clause (c) or the aggregate of the earnings before interest, tax, depreciation and amortization of such Subsidiaries and their respective Restricted Subsidiaries (on a consolidated basis) exceed the threshold set forth in clause (d) , then the Borrower shall, not later than thirty (30) days after the date by which financial statements for the fiscal quarter or the fiscal year, as applicable, in which such excess occurs (or such longer period as the Administrative Agent may agree in its reasonable discretion), (A) notify the Administrative Agent and the Collateral Agent in writing that one or more of such Restricted Subsidiaries no longer constitutes an Immaterial Subsidiary and (B) comply with the provisions of Section 6.12 applicable to such Subsidiary. All Immaterial Subsidiaries as of the Closing Date are set forth on Schedule III .

“ Incremental Cash Management LC Obligations ” means the excess, if any, of (i) the amount of obligations under Cash Management LC Agreements that are Secured Cash Management Agreements over (ii) $65,000,000.

“ Incremental First Lien Commitments ” has the meaning specified in Section 2.14(a) .

“ Incremental First Lien Commitments Amendment ” has the meaning specified in Section 2.14(d) .

“ Incremental First Lien Commitments Effective Date ” has the meaning specified in Section 2.14(e) .

“ Incremental First Lien Facilities ” has the meaning specified in Section 2.14(a) .

“ Incremental First Lien Lender ” has the meaning specified in Section 2.14(c) .

“ Incremental First Lien Term Commitment ” has the meaning specified in Section 2.14(a) .

“ Incremental First Lien Term Loan Tranche ” has the meaning specified in Section 2.14(a) .

“ Incremental First Lien Term Loans ” has the meaning specified in Section 2.14(a) .

“ Incremental Second Lien Term Loans ” has the meaning specified in the Second Lien Credit Agreement.

“ Ineligible Assignee ” has the meaning specified in Section 10.07(b) .

“ Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP (subject to Section 1.03(c) ):

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) the maximum amount of all Letters of Credit and other letters of credit (including standby and commercial), bankers’ acceptances, bank Guarantees, surety bonds, performance bonds, advance payment guarantees or bonds, warranties, bid guarantees or bonds and similar instruments issued or created by or for the account of such Person;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than (x) trade accounts payable in the ordinary course of business, (y) any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP (subject to Section 1.03(c) ) and (z) expenses accrued in the ordinary course of business);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) all Attributable Indebtedness;

(g) all obligations of such Person in respect of Disqualified Equity Interests; and

(h) all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. For purposes of clause (e) , the amount of Indebtedness of any Person that is non-recourse to such Person shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.

“ Indemnified Liabilities ” has the meaning set forth in Section 10.05 .

“ Indemnified Taxes ” means Taxes other than Excluded Taxes and Other Taxes.

“ Indemnitees ” has the meaning set forth in Section 10.05 .

“ Information ” has the meaning specified in Section 10.08 .

“ Initial Lenders ” means Credit Suisse, Morgan Stanley, RBC, UBS and GS.

“ Initial Mortgaged Properties ” means the properties listed on Schedule 6.14 .

“ Intellectual Property Security Agreement ” means, collectively, the intellectual property security agreement, substantially in the form of Exhibit H hereto together with each intellectual property security agreement supplement, including any such supplement executed and delivered pursuant to Section 6.12 .

“ Intellectual Property Security Agreement Supplement ” has the meaning specified in the Security Agreement.

“ Intercompany Note ” means a promissory note substantially in the form of Exhibit P evidencing Indebtedness owed among the Loan Parties and their respective Subsidiaries.

“ Intercreditor Agreement ” means the First Lien/Second Lien Intercreditor Agreement substantially in the form of Exhibit Q, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof), among Holdings, the Borrower, the Collateral Agent and the Second Lien Collateral Agent.

“ Interest Payment Date ” means, (a) as to any Eurocurrency Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Class of Loans

under the Facility under which such Loan was made; provided , however , that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date of the Class of Loans under the Facility under which such Loan was made.

“ Interest Period ” means, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter, or to the extent consented to by all Appropriate Lenders, twelve months thereafter, as selected by the Borrower in its Committed Loan Notice; provided that:

(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(c) no Interest Period shall extend beyond the Maturity Date of the Class of Loans under the Facility under which such Loan was made.

“ Investment ” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor incurs debt of the type referred to in clause (h) of the definition of “Indebtedness” set forth in this Section 1.01 in respect of such Person, (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person, or (d) the Disposition of any property for less than the fair market value thereof (other than Dispositions under Sections 7.05(e) , (i) and (k) ). For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, less all returns representing a return of capital with respect to such Investment received by the Borrower or a Restricted Subsidiary.

“ Investors ” has the meaning specified in the definition of the “Transactions.”

“ IP Rights ” has the meaning set forth in Section 5.16 .

“ IRS ” means the United States Internal Revenue Service.

“ ISP ” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be acceptable to the applicable L/C Issuer and in effect at the time of issuance of such Letter of Credit).

“ Issuer Documents ” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the applicable L/C Issuer and the Borrower (or any applicable Restricted Subsidiary) or in favor of such L/C Issuer and relating to such Letter of Credit.

“ Joint Venture ” means (a) any Person which would constitute an “equity method investee” of the Borrower or any of its Subsidiaries, and (b) any Person in whom the Borrower or any of its Subsidiaries beneficially owns any Equity Interest that is not a Subsidiary.

“ Judgment Currency ” has the meaning specified in Section 10.22 .

“ Judgment Currency Conversion Date ” has the meaning specified in Section 10.22 .

“ Junior Financing ” has the meaning specified in Section 7.14 .

“ Junior Financing Documentation ” means the Second Lien Loan Documents and any documentation governing any other Junior Financing.

“ L/C Advance ” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share.

“ L/C Borrowing ” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Credit Borrowing.

“ L/C Credit Extension ” means, with respect to any Letter of Credit, the issuance thereof, an amendment or other modification thereto or extension of the expiry date thereof, or the increase of the amount thereof.

“ L/C Fee ” has the meaning specified in Section 2.03(h) .

“ L/C Issuer ” means the Administrative Agent, each other Initial Lender (for the avoidance of doubt, other than any Initial Lender that is an affiliate of the Administrative Agent) and each other Lender reasonably acceptable to the Borrower and the Administrative Agent that agrees to issue Letters of Credit pursuant hereto, in each case in its capacity as an issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder. Each L/C Issuer may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the L/C Issuer, in which case the term “L/C Issuer” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“ L/C Obligations ” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate amount of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09 . For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but (a) any amount may still be drawn thereunder by reason of the operation of Rule 3.13 or Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn, or (b) any drawing was made thereunder on or before the last day permitted thereunder and such drawing has not been honored or refused by the applicable L/C Issuer, such Letter of Credit shall be deemed “outstanding” in the amount of such drawing.

“ Latest Maturity Date ” means, at any date of determination, the latest maturity date applicable to any Class of Loans or Commitments with respect to such Class of Loans or Commitments at such time, including, for the avoidance of doubt, the latest maturity date of any Class of Term Loans, Revolving Credit Commitments or Incremental First Lien Term Loans established pursuant to any Incremental First Lien Commitments Amendment, in each case as extended from time to time in accordance with this Agreement (including pursuant to any Permitted Amendment in accordance with Section 10.01 ).

“ Laws ” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“ Lender ” has the meaning specified in the introductory paragraph to this Agreement and, as the context requires, includes each L/C Issuer.

“ Lender Participation Notice ” has the meaning specified in Section 2.05(a)(iii)(C) .

“ Lending Office ” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“ Letter of Credit ” means (a) any standby letter of credit or, if provided by the applicable L/C Issuer in the ordinary course of its business, commercial or documentary letter of credit, bank guarantee, guarantee, performance bond, advance payment guarantee or bond, warranty, bid guarantee or bond, in each case, in form and substance satisfactory to the Administrative Agent and the applicable L/C Issuer, and (b) any other similar guarantees, indemnities or other financial accommodations requested by the Borrower and consented to by the Administrative Agent and the applicable L/C Issuer. Letters of Credit may be issued in Dollars, Euros, Sterling or any Alternative Currency.

“ Letter of Credit Application ” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the applicable L/C Issuer.

“ Letter of Credit Expiration Date ” means the day that is five (5) Business Days prior to the scheduled Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day).

“ Letter of Credit Sublimit ” means an amount equal to $35,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility.

“ Lien ” means any mortgage, lease, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing).

“ Loan ” means an extension of credit by a Lender to the Borrower under Article II in the form of a Term Loan or a Revolving Credit Loan.

“ Loan Documents ” means, collectively, (a) for purposes of this Agreement and the Notes and any amendment, supplement or other modification hereof or thereof and for all other purposes other than for purposes of the Guaranty and the Collateral Documents, (i) this Agreement, (ii) the Notes, (iii) the Guaranty, (iv) the Collateral Documents, (v) the Fee Letter, (vi) each Letter of Credit Application, (vii) any Incremental First Lien Commitments Amendment, (viii) any Loan Modification Agreement, and (ix) any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.15 of this Agreement and (b) for purposes of the Guaranty and the Collateral Documents, (i) this Agreement, (ii) the Notes, (iii) the Guaranty, (iv) the Collateral Documents, (v) each Letter of Credit Application, (vi) the Fee Letter, (vii) any Incremental First Lien Commitments Amendment, (viii) any Loan Modification Agreement, (ix) each Secured Cash Management Agreement, and (x) each Secured Hedge Agreement.

“ Loan Modification Accepting Lender ” has the meaning specified in Section 10.01(B) .

“ Loan Modification Agreement ” has the meaning specified in Section 10.01 (B) .

“ Loan Modification Offer ” has the meaning specified in Section 10.01 (B) .

“ Loan Parties ” means, collectively, the Borrower and each Guarantor.

“ London Banking Day ” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank Eurocurrency market.

“ London Time ” means Greenwich Mean Time or British Summer Time, as applicable.

“ Master Agreement ” has the meaning specified in the definition of “Swap Contract”.

“ Material Adverse Effect ” means (a) a material adverse effect on the business, operations, assets, liabilities (actual or contingent) or financial condition of Holdings and its Restricted Subsidiaries, taken as a whole, (b) a material adverse effect on the ability of the Loan Parties (taken as a whole) to perform their respective payment obligations under any Loan Document to which the Borrower or any of the Loan Parties is a party or (c) a material adverse effect on the rights and remedies of the Agents or the Lenders under any Loan Document.

“ Material Real Property ” means any parcel of real property (other than a parcel with a fair market value of less than $2,500,000) owned in fee by the Borrower or a Guarantor.

“ Maturity Date ” means: (a) with respect to the Revolving Credit Facility, the earlier of (i) January 15, 2019 and (ii) the date of termination in whole of the Revolving Credit Commitments and the obligations to issue, amend or extend Letters of Credit pursuant to Sections 2.06(a) or 8.02 and (b) with respect to the Term Facility, the earliest of (i) January 15, 2021, (ii) the date of termination in whole of the Term Commitments pursuant to Section 2.06(a) prior to any Term Borrowing and (iii) the date that the Term Loans are declared due and payable pursuant to Section 8.02 .

“ Maximum Rate ” has the meaning specified in Section 10.10 .

“ Memcor Business ” means the business of the Borrower or any of its Restricted Subsidiaries in the field of manufacturing and supplying low pressure membrane modules and components, which business is carried out (as of the Closing Date) in Australia.

“ Moody’s ” means Moody’s Investors Service, Inc. and any successor thereto.

“ Morgan Stanley ” means Morgan Stanley Senior Funding, Inc. acting through such of its affiliates or branches as it deems appropriate, and its successors.

“ Mortgage ” means, collectively, the deeds of trust, trust deeds and mortgages made by the Loan Parties in favor or for the benefit of the Collateral Agent on behalf of the Secured Parties in form and substance satisfactory to the Collateral Agent.

“ Mortgage Policies ” has the meaning specified in Section 6.14(b)(ii) .

“ Mortgaged Properties ” means (i) the Initial Mortgaged Properties listed on Schedule 6.14 and (ii) each other parcel of Material Real Property and improvements thereto with respect to which a Mortgage is granted pursuant to Section 6.12(b)(iii) .

“ Multiemployer Plan ” means any Plan of the type described in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate makes or is

obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“ Multiple Employer Plan ” means a Plan which has two or more contributing sponsors (including a Loan Party or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“ Municipal Business ” means the business of the Borrower or any of its Restricted Subsidiaries providing products, equipment, solutions and services related to water and waste water treatment markets to, or for the benefit of, municipalities.

“ Nalco JV ” means Treated Water Outsourcing, a Nalco/U.S. Filter Joint Venture, a Delaware general partnership.

“ Narrative Report ” means, with respect to the financial statements for which such narrative report is required, a narrative report describing the operations of the Borrower and its Subsidiaries in the form prepared for presentation to senior management of the Borrower for the fiscal quarter or fiscal year and for the period from the beginning of the then current fiscal year to the end of such period to which such financial statements relate.

“ Net Cash Proceeds ” means:

(a) with respect to the Disposition of any asset by the Borrower or any Restricted Subsidiary or any Casualty Event, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such Disposition or Casualty Event (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received and, with respect to any Casualty Event, any insurance proceeds or condemnation awards in respect of such Casualty Event received by or paid to or for the account of the Borrower or any Restricted Subsidiary) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the asset subject to such Disposition or Casualty Event and that is repaid in connection with such Disposition or Casualty Event (other than Indebtedness under the Loan Documents), (B) the out-of-pocket expenses incurred by the Borrower or such Restricted Subsidiary in connection with such Disposition or Casualty Event (including attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith), (C) income taxes reasonably estimated to be actually payable as a result of any gain recognized in connection therewith, and (D) any reserve for adjustment in respect of (x) the sale price of such asset or assets established in accordance with GAAP (subject to Section 1.03(c) ) and (y) any liabilities associated with such asset or assets and retained by the Borrower or any Restricted Subsidiary after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction. It being understood that “Net Cash Proceeds” shall include, without limitation, any cash or Cash

Equivalents (i) received upon the Disposition of any non-cash consideration received by the Borrower or any Restricted Subsidiary in any such Disposition and (ii) upon the reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount) of any reserve described in clause (D) of the preceding sentence or, if such liabilities have not been satisfied in cash and such reserve not reversed within three hundred and sixty-five (365) days after such Disposition or Casualty Event, the amount of such reserve;

(b) with respect to the issuance of any Equity Interest by the Borrower or any Restricted Subsidiary, the excess of (i) the sum of the cash and Cash Equivalents received in connection with such issuance over (ii) the investment banking fees, underwriting discounts and commissions, and other out-of-pocket expenses, incurred by the Borrower or such Restricted Subsidiary in connection with such issuance; and

(c) with respect to the incurrence or issuance of any Indebtedness by the Borrower or any Restricted Subsidiary, the excess, if any, of (i) the sum of the cash received in connection with such incurrence or issuance over (ii) the investment banking fees, underwriting discounts and commissions, taxes reasonably estimated to be actually payable and other out-of-pocket expenses, incurred by the Borrower or such Restricted Subsidiary in connection with such incurrence or issuance.

“ Net Working Capital ” means, with respect to any Person and its Restricted Subsidiaries on a consolidated basis, Consolidated Current Assets minus Consolidated Current Liabilities.

“ New York Time ” means Eastern Standard Time or Eastern Daylight Time, as applicable.

“ No Undisclosed Information Representation ” by a Person means a representation that such Person is not in possession of any material non-public information with respect to Holdings, the Borrower, their respective Subsidiaries or their respective securities.

“ Non-Consenting Lender ” has the meaning specified in Section 3.07(d) .

“ Non-Debt Fund Affiliate ” means any Affiliate of the Sponsor other than (i) Holdings, (ii) any Subsidiary of Holdings, (iii) any Debt Fund Affiliate and (iv) any natural person.

“ Non-Extension Notice Date ” has the meaning specified in Section 2.03(b)(iii) .

“ Note ” means a Term Note or a Revolving Credit Note, as the context may require.

“ OFAC ” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“ Offered Loans ” has the meaning specified in Section 2.05(a)(iii) .

“ OID ” has the meaning specified in Section 2.14(b) .

“ Organization Documents ” means: (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction shall apply); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“ Original Designation ” has the meaning specified in the definition of “Cumulative Credit.”

“ Original Investment ” has the meaning specified in the definition of “Cumulative Credit.”

“ Other Equity ” has the meaning specified in the definition of the “Transactions.”

“ Other Taxes ” means any and all present or future stamp, court or documentary, intangible, recording or filing Taxes or any other similar Taxes, charges or levies arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document.

“ Outstanding Amount ” means (a) with respect to the Term Loans and Revolving Credit Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans and Revolving Credit Loans (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing), as the case may be, occurring prior to such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.

“ Participant ” has the meaning specified in Section 10.07(d) .

“ Participant Register ” has the meaning set forth in Section 10.07(l) .

“ Participating Member State ” means each state so described in any EMU Legislation.

“ PATRIOT Act ” has the meaning specified in Section 10.21 .

“ PBGC ” means the Pension Benefit Guaranty Corporation.

“ Pension Funding Rules ” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Protection Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Protection Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“ Pension Plan ” means any “employee pension benefit plan” (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by a Loan Party or any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 or 430 of the Code or Section 302 or 303 of ERISA.

“ Permits ” has the meaning specified in Section 5.01 .

“ Permitted Acquisition ” has the meaning specified in Section 7.02(i) .

“ Permitted Amendments ” has the meaning specified in Section 10.01 (B) .

“ Permitted Encumbrances ” means any Liens or other encumbrances on any Mortgaged Property permitted under the applicable Mortgage Policy.

“ Permitted Equity ” has the meaning specified in the definition of the “Transactions.”

“ Permitted Equity Issuance ” means (a) any sale or issuance of any Equity Interests (excluding Disqualified Equity Interests) of Holdings the proceeds of which are contributed to the common equity of the Borrower, (b) any sale or issuance of any Equity Interests (excluding Disqualified Equity Interests) of the Borrower to Holdings or (c) any capital contribution to the Borrower.

“ Permitted Holders ” means the Sponsor and the members of the management of Holdings and its Subsidiaries (the “ Management Shareholders ”); provided that in no event shall the Management Shareholders be treated as Permitted Holders with respect to more than 10% of the Voting Stock of Holdings.

“ Permitted Other First Lien Indebtedness ” means Indebtedness, that is either unsecured or secured by Permitted Other Indebtedness Liens, and the aggregate principal amount of which, together with the aggregate principal amount of (i) all increases in the Revolving Credit Facility (assuming the full funding thereof) and the Term Facility incurred and outstanding in reliance on Section 2.14(a)(x) , (ii) all Incremental Cash Management LC Obligations and (iii) all Permitted Other Second Lien Indebtedness incurred in reliance on clause (x) of the definition thereof, does not exceed the sum of (x) $100,000,000 plus (y) such additional amount that would not, after giving effect on a Pro Forma Basis to the incurrence thereof (assuming for such purposes that the entire amount of all such increases in the Revolving Credit Facility is fully funded) cause the First Lien Leverage Ratio (without netting the cash and

Cash Equivalent constituting proceeds of the applicable Permitted Other First Lien Indebtedness) as at the end of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered to the Administrative Agent to exceed 3.80:1.00 (it being understood and agreed that the Borrower may incur such Indebtedness under either clause (x) or (y) in such order as it may elect in its sole discretion); provided that: (A) the terms of such Indebtedness do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the Latest Maturity Date of all Classes of Commitments and Loans then in effect (other than customary offers to repurchase or mandatory prepayments upon a change of control, asset sale or event of loss, customary acceleration rights after an event of default and, with respect to such Indebtedness incurred in the form of loans, customary amortization payments, subject to clause (B) below); (B) the maturity date of such Indebtedness shall not be shorter than the Latest Maturity Date of all Classes of Commitments and Loans then in effect and, with respect to such Indebtedness incurred in the form of loans, the Weighted Average Life to Maturity of such Indebtedness shall not be shorter than the Weighted Average Life to Maturity of the then outstanding Term Loans; (C) the covenants, events of default, Guarantees, collateral and other terms of such Indebtedness, when taken as a whole, are not more restrictive to the Borrower and its Restricted Subsidiaries than those set forth in this Agreement ( provided that a certificate of the Chief Financial Officer of the Borrower delivered to the Administrative Agent in good faith at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in this clause (C) , shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of its objection during such five (5) Business Day period); (D) immediately before and immediately after giving effect to the incurrence of such Indebtedness, no Default or Event of Default shall have occurred and be continuing; and (E) the agent, trustee or other representative of the holders of such Indebtedness, acting on behalf of such holders, shall be party to the Intercreditor Agreement or another customary intercreditor agreement that is reasonably satisfactory to the Administrative Agent.

“ Permitted Other Indebtedness ” means Permitted Other First Lien Indebtedness and Permitted Other Second Lien Indebtedness.

“ Permitted Other Indebtedness Liens ” means Liens on the Collateral securing Permitted Other Indebtedness on a junior basis to, or, except in the case of Permitted Other Second Lien Indebtedness, a pari passu basis with, the Liens securing the First Lien Obligations, provided that (x) all such Liens that are junior to the Liens securing the First Lien Obligations will be pari passu with, or junior to, the Second Lien Obligations and (y) such Liens are granted under security documents to a collateral agent for the benefit of the holders of the Permitted Other Indebtedness and subject to the Intercreditor Agreement or other customary intercreditor agreement that is reasonably satisfactory to the Administrative Agent, the Second Lien Administrative Agent, the Collateral Agent, and the Second Lien Collateral Agent, and that is entered into among the Collateral Agent and the Second Lien Collateral Agent, such other collateral agent and the Loan Parties and which provides for lien sharing and for the junior or pari passu treatment of such Liens with the Liens securing, as applicable, the First Lien Obligations or Second Lien Obligations; and, provided , further , that if such Permitted Other Indebtedness is incurred in the form of term loans, Liens securing such Indebtedness shall be

junior to the Liens securing the First Lien Obligations and the Second Lien Obligations, subject to the Intercreditor Agreement or other intercreditor arrangements customary for junior lien syndicated term loans and otherwise reasonably satisfactory to the Administrative Agent, the Second Lien Administrative Agent, the Collateral Agent, and the Second Lien Collateral Agent.

“ Permitted Other Second Lien Indebtedness ” means Indebtedness, that is either unsecured or secured by Permitted Other Indebtedness Liens, and the aggregate principal amount of which, together with the aggregate principal amount of (i) all increases in the Second Lien Loans incurred and outstanding in reliance on Section 2.14(a)(x) of the Second Lien Credit Agreement, (ii) all Incremental Cash Management LC Obligations, (iii) all Incremental First Lien Commitments incurred and outstanding in reliance on Section 2.14(a)(x) of this Agreement (assuming the full funding thereof) and (iv) all Permitted Other First Lien Indebtedness (assuming the full funding thereof) incurred in reliance on clause (x) of the definition thereof, does not exceed the sum of (x) $100,000,000 plus (y) such additional amount that would not, after giving effect on a Pro Forma Basis to the incurrence thereof cause the Secured Leverage Ratio (without netting the cash and Cash Equivalents constituting proceeds of the applicable Permitted Other Second Lien Indebtedness) as at the end of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered to the Second Lien Administrative Agent to exceed 4.40:1.00 (it being understood and agreed that the Borrower may incur such Indebtedness under either clause (x) or (y) in such order as it may elect in its sole discretion); provided that: (A) the terms of such Indebtedness do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the Latest Maturity Date (as defined in the Second Lien Credit Agreement) of all Second Lien Loans then in effect (other than customary offers to repurchase or mandatory prepayments upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default); (B) the maturity date of such Indebtedness shall not be shorter than the Latest Maturity Date of all Second Lien Loans then in effect (and, if for any reason there are no Second Lien Loans outstanding, not shorter than the Latest Maturity Date of all First Lien Loans) and, with respect to such Indebtedness incurred in the form of loans, the Weighted Average Life to Maturity of such Indebtedness shall not be shorter than the Weighted Average Life to Maturity of the then outstanding Second Lien Loans; (C) the covenants, events of default, Guarantees, collateral and other terms of such Indebtedness, when taken as a whole, are not more restrictive to the Borrower and its Restricted Subsidiaries than those set forth in the Second Lien Credit Agreement ( provided that a certificate of the Chief Financial Officer of the Borrower delivered to the Second Lien Administrative Agent in good faith at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in this clause (C) , shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Second Lien Administrative Agent provides notice to the Borrower of its objection during such five (5) Business Day period); (D) immediately before and immediately after giving effect to the incurrence of such Indebtedness, no Default or Event of Default (as defined in the Second Lien Credit Agreement) shall have occurred and be continuing; and (E) the agent, trustee or other representative of the holders of such Indebtedness, acting on behalf of such holders, shall be party to the Intercreditor Agreement or another customary intercreditor agreement that is reasonably satisfactory to the Administrative Agent and the Second Lien Administrative Agent.

“ Permitted Ratio Debt ” means unsecured Indebtedness in the form of notes or loans under credit agreements, indentures or other similar agreements or instruments; provided that: (A) the terms of such Indebtedness do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the date that is ninety one (91) days after the Latest Maturity Date of all Classes of Commitments and Loans then in effect (other than customary offers to repurchase upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default); (B) the covenants, events of default, Guarantees and other terms of such Indebtedness are customary for similar Indebtedness in light of then-prevailing market conditions (it being understood that such Indebtedness shall not include any financial maintenance covenants that are more restrictive than the provisions of Section 7.11) and in any event, when taken as a whole (other than interest rate and redemption premiums), are not more restrictive to the Borrower and the Restricted Subsidiaries than those set forth in this Agreement ( provided that a certificate of the Chief Financial Officer of the Borrower delivered to the Administrative Agent in good faith at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in this clause (B) , shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of its objection during such five (5) Business Day period); (C) if such Indebtedness is subordinated, the Facilities have been designated as “Designated Senior Debt” or its equivalent in respect of such Indebtedness; (D) in the case of any such Indebtedness of the Borrower or any Restricted Subsidiary owed to the seller of any property acquired in a Permitted Acquisition, such Indebtedness is expressly subordinated to the prior payment in full in cash of the First Lien Obligations on terms and conditions that are reasonably acceptable to the Administrative Agent; (E) immediately before and immediately after giving Pro Forma Effect to the incurrence of such Indebtedness, no Default or Event of Default shall have occurred and be continuing; and (F) immediately after giving effect to the incurrence of such Indebtedness, the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with a maximum Total Leverage Ratio of 5.40:1.00, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such Indebtedness had been incurred as of the first day of the fiscal period covered thereby and evidenced by a certificate from the Chief Financial Officer of the Borrower demonstrating such compliance calculation in reasonable detail.

modified, refinanced, refunded, renewed, replaced or extended is subordinated in right of payment to the First Lien Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the First Lien Obligations on terms as favorable in all material respects to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended; (iv) the terms and conditions (including, if applicable, as to collateral) of any such modified, refinanced, refunded, renewed, replaced or extended Indebtedness are, (A) either (x) customary for similar debt securities in light of then-prevailing market conditions (it being understood that such Indebtedness shall not include any financial maintenance covenants and that any negative covenants shall be incurrence-based) or (y) not materially less favorable to the Loan Parties or the Lenders than the terms and conditions of the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended, and (B) when taken as a whole (other than interest rate and redemption premiums), are not more restrictive to the Borrower and the Restricted Subsidiaries than those set forth in this Agreement ( provided that a certificate of the Chief Financial Officer of the Borrower delivered to the Administrative Agent in good faith at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in the foregoing clause (c) , shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of its objection during such five (5) Business Day period); (v) such modification, refinancing, refunding, renewal or extension is incurred by the Person who is the obligor on the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended; and (vi) at the time thereof, no Default or Event of Default shall have occurred and be continuing.

“ Permitted Surviving Debt ” has the meaning specified in the definition of the “Transactions.”

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ Plan ” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees.

“ Platform ” has the meaning specified in Section 6.02 .

“ Pledged Debt ” has the meaning specified in the Security Agreement.

“ Pledged Interests ” has the meaning specified in the Security Agreement.

Ireland, Portugal and Spain and (b) any country which became or becomes a member of the European Union after January 1, 2004.

“ Prepayment Amount ” has the meaning specified in Section 2.05(c) .

“ Prepayment Date ” has the meaning specified in Section 2.05(c) .

“ Prime Rate ” means the rate of interest per annum determined from time to time by Credit Suisse (or any successor to Credit Suisse in its capacity as Administrative Agent) as its prime commercial lending rate in effect at its principal office in New York City and notified to the Borrower. Each change in the Prime Rate shall be effective as of the opening of business on the date such change is announced as being effective. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually available.

“ Private Lenders ” has the meaning specified in Section 6.02 .

“ Pro Forma Basis ”, “ Pro Forma Compliance ” and “ Pro Forma Effect ” means, in respect of a Specified Transaction, that such Specified Transaction and the following transactions in connection therewith (to the extent applicable) shall be deemed to have occurred as of the first day of the applicable period of measurement in such covenant: (a) income statement items (whether positive or negative) attributable to the property or Person, if any, subject to such Specified Transaction, (i) in the case of a Disposition of all or substantially all Equity Interests in any Restricted Subsidiary of the Borrower or any division, product line, or facility used for operations of the Borrower or any of its Restricted Subsidiaries, shall be excluded, and (ii) in the case of a purchase or other acquisition of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all or substantially all of the Equity Interests in a Person, shall be included, (b) any retirement of Indebtedness, and (c) any Indebtedness incurred or assumed by the Borrower or any of its Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination.

“ Pro Rata Share ” means, with respect to each Lender at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place, and subject to adjustment as provided in Section 2.16 ), the numerator of which is the amount of the Commitments of such Lender under the applicable Facility or Facilities at such time and the denominator of which is the amount of the Aggregate Commitments under the applicable Facility or Facilities at such time; provided , that if the commitment of each Lender to make Loans and the obligation of each L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02 , then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof. The initial Pro Rata Share of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“ Productive Asset ” means any real estate, building and equipment that is to be used by the Borrower or a Restricted Subsidiary in connection with providing services to a third party pursuant to a written contract, the benefits of which the Borrower believes in good faith warrant the incurrence of the Attributable Indebtedness described in Section 7.03(e)(ii) incurred to finance all or any part of such Productive Asset.

“ Proposed Discounted Prepayment Amount ” has the meaning specified in Section 2.05(a)(iii) .

“ Public Lender ” has the meaning specified in Section 6.02 .

“ Qualifying IPO ” means the issuance by Holdings of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

“ Qualifying Lenders ” has the meaning specified in Section 2.05(a)(iii) .

“ Qualifying Loans ” has the meaning specified in Section 2.05(a)(iii) .

“ RBC ” means Royal Bank of Canada acting through such of its affiliates or branches as it deems appropriate, and its successors.

“ Reduction Amount ” has the meaning set forth in the definition of “Cumulative Credit.”

“ Refinancing ” has the meaning specified in the definition of the “Transactions.”

“ Register ” has the meaning set forth in Section 10.07(c) .

“ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, attorneys-in-fact, trustees and advisors of such Person and of such Person’s Affiliates.

“ Relevant Interbank Market ” means, in relation to Euros, the European interbank market, and, in relation to any other currency, the London interbank market.

“ Relevant CONSOL File Information ” means the information in the CONSOL file provided in the Data Room (as defined in the Acquisition Agreement) (reference 4.3.1.2.12) included in the column “WT Deal” and therein only the sections “profit and loss”, “net capital employed” and “net cash flows”; for the avoidance of doubt, any other information in the CONSOL file shall not be Relevant CONSOL File Information.

“ Relevant Transaction ” has the meaning specified in Section 2.05(b)(ii) .

“ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty (30) day notice period has been waived.

“ Repricing Transaction ” means any refinancing, replacement or repricing, in whole or in part, of any of the Term Loans under this Agreement, directly or indirectly, (x) from, or in anticipation of, the receipt of proceeds of any Indebtedness (including, without limitation, any Incremental First Lien Term Loans or any new or additional loans under this Agreement), or (y) pursuant to any amendment to this Agreement, in any case, having or resulting in a weighted average yield (to be determined by the Administrative Agent, after giving effect to margins, interest rate floors, upfront or similar fees or original issue discount shared with all lenders or holders thereof, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders thereof generally and in their capacity as lenders or holders) as of the date of such refinancing that is, or could be by the express terms of such Indebtedness (and not by virtue of any fluctuation in the Eurocurrency Rate or Base Rate), less than the weighted average yield of (to be determined by the Administrative Agent, on the same basis as above) such Term Loans immediately prior to such refinancing, replacement or repricing, excluding in each case any refinancing, replacement or repricing of Term Loans in connection with a Change of Control transaction or any Permitted Acquisition for an aggregate consideration in excess of $300,000,000.

“ Request for Credit Extension ” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Credit Loans, a Committed Loan Notice and (b) with respect to an L/C Credit Extension, a Letter of Credit Application.

“ Required Lenders ” means, as of any date of determination, Lenders holding more than 50% of the sum of the (a) Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations, as applicable, being deemed “held” by such Lender for purposes of this definition), (b) aggregate unused Term Commitments and (c) aggregate unused Revolving Credit Commitments; provided that the unused Term Commitments of, unused Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“ Required Revolving Lenders ” means, as of any date of determination, Revolving Credit Lenders holding more than 50% of the sum of the (a) Total Revolving Credit Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations, as applicable, being deemed “held” by such Revolving Credit Lender for purposes of this definition) and (b) aggregate unused Revolving Credit Commitments; provided that the unused Revolving Credit Commitment of, and the portion of the Total Revolving Credit Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders.

“ Required Term Lenders ” means, as of any date of determination, Term Lenders holding more than 50% of the sum of the (a) the aggregate Outstanding Amount of all Term Loans, and (b) the aggregate unused Term Commitments; provided , that the unused Term Commitments of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Term Lenders.

“ Responsible Officer ” means the chief executive officer, president, chief financial officer, treasurer or assistant treasurer of a Loan Party and, as to any document delivered on the Closing Date, any vice president, secretary or assistant secretary. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“ Restricted ” means, when referring to cash or Cash Equivalents of the Borrower or any of its Restricted Subsidiaries, that such cash or Cash Equivalents (a) appear (or would be required to appear) as “restricted” on a consolidated balance sheet of the Borrower or such Restricted Subsidiary (unless such appearance is related to the Collateral Documents (or the Liens created thereunder)) or (b) are subject to any Lien (other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(b) , 7.01(i) , 7.01(p) , 7.01(q) , 7.01(x) (but only to the extent the First Lien Obligations are secured by such cash and Cash Equivalents), 7.01(y) (but only to the extent the First Lien Obligations are secured by such cash and Cash Equivalents) and 7.01(gg) (but only to the extent the First Lien Obligations are secured by such cash and Cash Equivalents)) in favor of any Person other than the Collateral Agent, any Lender, the Second Lien Collateral Agent or any Second Lien Lender; provided that, in any event, cash and Cash Equivalents that are subject solely to Liens under Section 7.01(f) or (j) (in an aggregate amount of up to $65,000,000 (less the amount of mandatory prepayments made pursuant to Section 2.05(b)(iv) at or prior to such time)) shall be deemed not Restricted for all purposes hereunder.

“ Restricted Group ” means the Borrower and its Restricted Subsidiaries.

“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of any Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent Persons thereof).

“ Restricted Proceeds ” has the meaning specified in Section 2.05(b)(viii) .

“ Restricted Subsidiary ” means any Subsidiary of the Borrower that is not an Unrestricted Subsidiary.

“ Revaluation Date ” means (i) with respect to any Loan, each of the following: (A) each date of a Borrowing of a Eurocurrency Rate Loan denominated in Euro, Sterling or an Alternative Currency, (B) each date of a continuation of a Eurocurrency Rate Loan denominated in Euro, Sterling or an Alternative Currency pursuant to Section 2.02 and (C) such additional dates as the Administrative Agent or the Required Revolving Lenders shall require; and (ii) with respect to any Letter of Credit, each of the following: (A) each date of issuance of a Letter of Credit denominated in Euro, Sterling or an Alternative Currency, (B) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof, (C) each date of any payment by the applicable L/C Issuer under any Letter of Credit denominated in Euro,

Sterling or an Alternative Currency and (D) such additional dates as the Administrative Agent or the applicable L/C Issuer shall determine or the Required Revolving Lenders shall require.

“ Revolving Credit Borrowing ” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Class and Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period and denominated in the same currency made by each of the Revolving Credit Lenders pursuant to Section 2.01(b) .

“ Revolving Credit Commitment ” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to the Borrower pursuant to Section 2.01(b) and (b) purchase participations in L/C Obligations, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate Commitment of all Revolving Credit Lenders shall be $75,000,000 on the Closing Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement.

“ Revolving Credit Commitment Increase ” has the meaning specified in Section 2.14(a) .

“ Revolving Credit Commitment Increase Lender ” has the meaning specified in Section 2.14(h) .

“ Revolving Credit Facility ” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time.

“ Revolving Credit Lender ” means, at any time, any Lender that has a Revolving Credit Commitment at such time.

“ Revolving Credit Loan ” has the meaning specified in Section 2.01(b) .

“ Revolving Credit Note ” means a promissory note of the Borrower payable to any Revolving Credit Lender or its registered assigns, in substantially the form of Exhibit C-2 hereto, evidencing the aggregate indebtedness of the Borrower to such Revolving Credit Lender resulting from the Revolving Credit Loans made by such Revolving Credit Lender.

“ Ringfenced Cash ” means cash in the amount of €60,000,000 (or the Dollar Equivalent thereof) held by the Borrower or any of its Restricted Subsidiaries on the Closing Date, as such cash may be reduced from time to time by expenditures thereof.

“ Sanctioned Entity ” means (a) a country or a government of a country, (b) an agency of the government of a country, (c) an organization directly or indirectly owned or controlled by a country, or (d) a Person resident in, or determined to be resident in, a country with which dealings by U.S. Persons are prohibited pursuant to a country sanctions program identified on the list maintained and published by OFAC and available at http://www.treas.gov/offices/enforcement/ofac/programs, or as otherwise published from time to time.

“ Sanctioned Person ” means (a) a Person named on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC available at http://www.treas.gov/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time, or (b) a Person owned or controlled by a Person named on the list of Specially Designated Nationals or Blocked Persons.

“ S&P ” means Standard & Poor’s Financial Services LLC, a part of McGraw-Hill Financial, and any successor thereto.

“ Screen Rate ” means, in relation to a Loan denominated in (a) Dollars, Euros or Sterling, the British Bankers’ Association (or (x) any successor service or entity that has been authorized by the U.K. Financial Conduct Authority to administer the London Interbank Offered Rate or (y) any service selected by such Administrative Agent that has been nominated by such an entity as an authorized information vendor for the purpose of displaying such rates) Interest Settlement Rate for the relevant currency and Interest Period, (b) Canadian Dollars, the CDOR for the relevant Interest Period, (c) Australian Dollars, the AUD Rate for the relevant Interest Period and (d) Singapore Dollars, the SGD Rate for the relevant Interest Period. If the British Bankers’ Association (or any successor thereto) ceases to establish such rate, the agreed page is replaced or service ceases to be available, the Administrative Agent may specify another page or service displaying the appropriate rate.

“ SEC ” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“ Second Lien Administrative Agent ” means the “Administrative Agent” as defined in the Second Lien Credit Agreement.

“ Second Lien Cap ” means (a) the sum of (x) $175,000,000 plus (y) such additional amount that would not, after giving effect on a Pro Forma Basis to the incurrence thereof cause the Secured Leverage Ratio (without netting the cash and Cash Equivalents constituting proceeds of the applicable Second Lien Obligations) as at the end of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered to the Second Lien Administrative Agent to exceed 4.40:1.00, minus (b) the sum of (i) all Permitted Other Second Lien Indebtedness incurred in reliance on clause (x) of the definition thereof, (ii) all Incremental Cash Management LC Obligations, (iii) all Incremental First Lien Commitments incurred and outstanding in reliance on Section 2.14(a)(x) of this Agreement (assuming the full funding thereof) and (iv) all Permitted Other First Lien Indebtedness (assuming the full funding thereof) incurred in reliance on clause (x) of the definition thereof.

“ Second Lien Collateral Agent ” means the “Collateral Agent” as defined in the Second Lien Credit Agreement.

“ Second Lien Credit Agreement ” means the Second Lien Credit Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time in accordance with its terms and with the Intercreditor Agreement), among Holdings, the Borrower, the Second Lien Lenders, the Second Lien Administrative Agent and the Second Lien

Collateral Agent, including any replacement thereof entered into in connection with one or more refinancings thereof permitted hereunder.

“ Second Lien Lender ” means any “Lender” as defined in the Second Lien Credit Agreement.

“ Second Lien Loan Documents ” means the Second Lien Credit Agreement and the other “Loan Documents” as defined in the Second Lien Credit Agreement.

“ Second Lien Loans ” means the “Loans” as defined in the Second Lien Credit Agreement and shall, for the avoidance of doubt, include Incremental Second Lien Loans.

“ Second Lien Obligations ” means the “Second Lien Obligations” as defined in the Second Lien Credit Agreement.

“ Secured Cash Management Agreement ” means any Cash Management Agreement that is entered into by and between any Loan Party and any Cash Management Bank and for which (a) written notice substantially in the form of Exhibit O has been delivered by the Borrower or such Restricted Subsidiary or the Cash Management Bank to the Administrative Agent, which (i) specifies that such agreement is a Secured Cash Management Agreement, and (ii) acknowledges and accepts Cash Management Bank’s appointment of the Administrative Agent and the Collateral Agent pursuant to the terms of Article IX for itself and its Affiliates as if a “Lender” party hereto, and (b) the Borrower or such Restricted Subsidiary and/or Cash Management Bank provides to the Administrative Agent such supporting documentation as the Administrative Agent may reasonably request (including, in the case of a Cash Management LC Agreement intended to constitute a Secured Cash Management Agreement, the maximum amount of obligations permitted thereunder); provided that Cash Management LC Agreements shall constitute Secured Cash Management Agreements only to the extent the aggregate amount of obligations thereunder does not at any time exceed $90,000,000 less the then outstanding External Trade L/C Amount.

“ Secured Hedge Agreement ” means any Swap Contract permitted under Article VII that is entered into by and between any Loan Party and any Hedge Bank and for which (a) written notice substantially in the form of Exhibit O has been delivered by the Loan Party or the Hedge Bank to the Administrative Agent and the Collateral Agent, which (i) specifies that such Swap Contract is a Secured Hedge Agreement, and (ii) acknowledges and accepts Hedge Bank’s appointment of the Administrative Agent and the Collateral Agent pursuant to the terms of Article IX for itself and its Affiliates as if a “Lender” party hereto, and (b) the Loan Party and/or Hedge Bank provides to the Administrative Agent and the Collateral Agent such supporting documentation as the Administrative Agent or the Collateral Agent may reasonably request.

Agent, the Second Lien Administrative Agent, the Second Lien Collateral Agent, any Lender or any Second Lien Lender) of the Borrower and its Restricted Subsidiaries on the last day of the most recently ended fiscal quarter for which financial statements have been delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) to (y) Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the most recently ended four (4) consecutive fiscal quarter period ending on or prior to such date for which financial statements have been delivered.

“ Secured Obligations ” has the meaning specified in the Security Agreement.

“ Secured Parties ” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the L/C Issuers, the Hedge Banks, the Cash Management Banks, any Supplemental Administrative Agent and each co-agent or sub-agent appointed by the Administrative Agent or the Collateral Agent from time to time pursuant to Section 9.01(c) .

“ Security Agreement ” means, collectively, the Security Agreement dated as of the Closing Date executed by the Loan Parties, substantially in the form of Exhibit G , together with each other security agreement supplement executed and delivered pursuant to Section 6.12 .

“ Security Agreement Supplement ” has the meaning specified in the Security Agreement.

“ Seller ” has the meaning specified in the “Preliminary Statements.”

“ Singapore Dollar ” and “ SGD ” means the lawful currency of the Republic of Singapore.

“ SGD Rate ” means, for any Interest Period, the rate per annum for the relevant period displayed on the page “ABSIRFIX01” of the Reuters Monitor Money Rates Service Screen under the caption “ASSOCIATION OF BANKS IN SINGAPORE SIBOR AND SWAP OFFER RATE FIXING AT 11 A.M. SINGAPORE TIME” or a comparable or successor rate, published by Reuters (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time).

“ Solvent ” and “ Solvency ” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of debts and liabilities, including, without limitation, contingent liabilities, subordinated or otherwise, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities, subordinated, contingent or otherwise, as they become absolute and mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“ SPC ” has the meaning specified in Section 10.07(g) .

“ Specified Affiliate Indebtedness ” has the meaning specified in Section 7.03(r) .

“ Specified Refinancing Debt ” means Indebtedness (or unfunded commitments in respect thereof) that is either unsecured or secured by Specified Refinancing Liens, provided that: (A) an amount equal to the principal amount of such Indebtedness (or unfunded commitments in respect thereof) is applied concurrently with the incurrence thereof to prepay the Loans pursuant to Section 2.05(b)(iii) or any previously incurred Specified Refinancing Debt (or, in the case of unfunded commitments, to permanently reduce the commitments under the Revolving Credit Facility); (B) the terms of such Indebtedness do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the Latest Maturity Date of all Classes of Commitments and Loans then in effect (other than customary offers to repurchase or mandatory prepayments upon a change of control, asset sale or event of loss, customary acceleration rights after an event of default and, with respect to such Indebtedness incurred in the form of loans, customary amortization payments, subject to clause (C) below); (C) the maturity date of such Indebtedness shall not be shorter than the Latest Maturity Date of all Classes of Commitments and Loans then in effect and, with respect to such Indebtedness incurred in the form of loans, the Weighted Average Life to Maturity of such Indebtedness shall not be shorter than the Weighted Average Life to Maturity of the then outstanding Term Loans; (D) the covenants, events of default, Guarantees, collateral and other terms of such Indebtedness, when taken as a whole, are not more restrictive to Holdings, the Borrower and its Restricted Subsidiaries than those set forth in this Agreement ( provided that a certificate of the Chief Financial Officer of the Borrower delivered to the Administrative Agent in good faith at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in this clause (D) , shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of its objection during such five (5) Business Day period); (E) immediately before and immediately after giving effect to the incurrence of such Indebtedness, no Default or Event of Default shall have occurred and be continuing; (F) there shall be no borrowers or guarantors in respect of such Indebtedness that are not the Borrower or a Guarantor, and the borrower with respect to such Indebtedness shall be the borrower of the Indebtedness being refinanced; (G) if secured, such Indebtedness shall not be secured by any assets that do not constitute Collateral; and (H) the terms relating to the holding of loans under such Indebtedness by an Affiliated Lender shall be no less restrictive to such Affiliated Lender than those in Sections 10.01 and 10.07 .

security documents with respect to such Specified Refinancing Debt or drafts of such security documents, stating that the Borrower has determined in good faith that such security documents satisfy the requirement set forth in the first proviso above, shall be conclusive evidence that such security documents satisfy such requirement unless the Administrative Agent provides notice to the Borrower of its objection during such five (5) Business Day period) and are subject to the Intercreditor Agreement or an intercreditor agreement that is reasonably satisfactory to the Administrative Agent and the Collateral Agent and that is entered into among the Collateral Agent, such other collateral agent and the Loan Parties and which provides for lien sharing and for the junior or pari passu treatment, as the case may be, of such Liens with and relative to the Liens securing the First Lien Obligations; and, provided , further , that if such Specified Refinancing Debt is incurred in the form of loans, (x) such Indebtedness is incurred pursuant to the Loan Documents in accordance with clause (v) or (vi) of the proviso following paragraph (g) of Section 10.01 or (y) the Specified Refinancing Liens securing such Indebtedness shall be junior to the Liens securing First Lien Obligations and the Second Lien Obligations, subject to the Intercreditor Agreement or intercreditor arrangements customary for junior lien syndicated term loans and otherwise reasonably satisfactory to the Administrative Agent and the Collateral Agent.

“ Specified Representations ” means those representations made in Sections 5.01(a) and (b)(ii), 5.02(a) , 5.04 , 5.13 , 5.17 (as evidenced by the certificate delivered pursuant to Section 4.01(a)(xii) ), 5.19 (subject to the last paragraph of Section 4.01 ), 5.20 , 5.21 , and 5.22 .

“ Specified Second Lien Refinancing Debt ” means, “Specified Refinancing Debt” (as defined in the Second Lien Credit Agreement).

“ Specified Second Lien Refinancing Liens ” means, to the extent permitted by the Intercreditor Agreement, “Specified Refinancing Liens” (as defined in the Second Lien Credit Agreement).

“ Specified Transaction ” means any incurrence or repayment of Indebtedness (other than for working capital purposes) or Investment that results in a Person becoming a Restricted Subsidiary, any Permitted Acquisition or any Disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary of the Borrower, any Investment constituting an acquisition of assets constituting a business unit, line of business or division of another Person or any Disposition of a business unit, line of business or division of the Borrower or a Restricted Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise or any material restructuring of the Borrower or implementation of initiative not in the ordinary course of business and described in reasonable detail in the officer’s certificate of the Borrower.

“ Sponsor ” means AEA.

“ Sponsor Management Agreement ” means the Management Agreement, dated as of January 7, 2014 (as amended, supplemented or otherwise modified from time to time), by and among WTG Holdings I Corp., a Delaware corporation, the Borrower and AEA Investors LP.

“ Spot Rate ” for a currency means the rate determined by the Administrative Agent or the applicable L/C Issuer, as applicable, to be the rate quoted by the Person acting in

such capacity as the spot rate for the purchase by such Person of such currency with Dollars through its principal foreign exchange trading office; provided that the Administrative Agent or the applicable L/C Issuer may obtain such spot rate from another financial institution designated by the Administrative Agent or the applicable L/C Issuer if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided , further that the applicable L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in Euros, Sterling or any Alternative Currency.

“ Sterling ” and “ £ ” means the lawful currency of the United Kingdom.

“Subject Acquisition Agreement” has the meaning specified in Section 2.14(f) .

“ Subsidiary ” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “ Subsidiary ” or to “ Subsidiaries ” shall refer to a Subsidiary or Subsidiaries of the Borrower.

“ Subsidiary Guarantor ” means, collectively, the Restricted Subsidiaries of the Borrower that are Guarantors.

“ Subsidiary Guaranty ” means, collectively, the Subsidiary Guaranty made by the Subsidiary Guarantors in favor of the Collateral Agent on behalf of the Secured Parties, substantially in the form of Exhibit F-2 , together with each other Guaranty and Guaranty supplement delivered pursuant to Section 6.12 .

“ Supplemental Administrative Agent ” has the meaning specified in Section 9.14(a) and “ Supplemental Administrative Agents ” shall have the corresponding meaning.

“ Swap Contract ” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with

any related schedules, a “ Master Agreement ”), including any such obligations or liabilities under any Master Agreement.

“ Swap Obligation ” means, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“ Swap Termination Value ” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a) , the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include an Agent, an Arranger or a Lender or any Affiliate of an Agent, an Arranger or a Lender).

“ Syndication Agent ” means Morgan Stanley as Syndication Agent under the Loan Documents.

“ Target ” means, collectively, (i) Siemens Water Technologies Pty Ltd (ACN 165 060 168), incorporated in Victoria, Australia with its registered office at 885 Mountain Hwy, Baywater Victoria, 3153 Australia, (ii) Siemens Water Technologies Ltd., a corporation organized under the federal laws of Canada, with its registered office at Oakville, Ontario, Canada, (iii) Siemens Water Technologies GmbH, Auf der Weide 10, 89312 Günzburg, a German limited liability company ( Gesellschaft mit beschränkter Haftung ) registered with the commercial register of the lower court ( Amtsgericht ) of Memmingen under HRB 15470, Federal Republic of Germany, (iv) Siemens Water Technologies S.r.l. with its registered seat in Casteggio (PV), Italy and its business address at Via Torino no. 114, registered with the commercial register of Pavia under no. 02515520183, (v) WT Membrane Systems Pty Ltd (ACN 166 784 694), incorporated in Victoria, Australia with its registered office at 885 Mountain Hwy, Baywater Victoria, 3153 Australia, (vi) Siemens Treated Water Outsourcing Corp., a Delaware corporation, (vii) Siemens Water Technologies Pte Ltd (Co. Reg. No. 201323301N), a private limited company organized under the laws of Singapore with its registered office in 60 MacPherson Road Singapore 348615, (viii) Siemens Water Technologies Limited, a company registered in England and Wales with registered number 8608208 with its registered office at Faraday House, Sir William Siemens Square, Frimley, Camberley, Surrey, GU16 8QD, England and (ix) Siemens Water Technologies LLC, a Delaware limited liability company.

“ Taxes ” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Term Borrowing ” means a borrowing consisting of simultaneous Term Loans of the same Class and Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Term Lenders pursuant to Section 2.01(a) .

“ Term Commitment ” means, as to each Term Lender, its obligation to make Term Loans to the Borrower pursuant to Section 2.01(a) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Term Lender’s name on Schedule 2.01 under the caption “Term Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate Commitment of all Term Lenders shall be $505,000,000 on the Closing Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement.

“ Term Facility ” means, at any time, (a) prior to the Closing Date, the aggregate Term Commitments of all Term Lenders at such time, and (b) thereafter, the aggregate Term Loans of all Term Lenders at such time.

“ Term Lender ” means (a) at any time on or prior to the Closing Date, any Lender that has a Term Commitment at such time and (b) at any time after the Closing Date, any Lender that holds Term Loans at such time.

“ Term Loan ” means an advance made by any Term Lender under the Term Facility.

“ Term Note ” means a promissory note of the Borrower payable to any Term Lender, in substantially the form of Exhibit C-1 hereto, evidencing the indebtedness of the Borrower to such Term Lender resulting from the Term Loans made or held by such Term Lender.

“ Threshold Amount ” means $20,000,000.

“ Total Leverage Ratio ” means, with respect to the Borrower and its Restricted Subsidiaries on a consolidated basis, as of any date, the ratio of (x) Consolidated Funded Indebtedness (net of (i) cash (other than, on or prior to the second anniversary of the Closing Date, Ringfenced Cash) and Cash Equivalents on hand that are not Restricted and (ii) cash (other than, on or prior to the second anniversary of the Closing Date, Ringfenced Cash) and Cash Equivalents restricted in favor of, without duplication, the Administrative Agent, the Collateral Agent, the Second Lien Administrative Agent, the Second Lien Collateral Agent, any Lender or any Second Lien Lender) of the Borrower and its Restricted Subsidiaries on the last day of the most recently ended fiscal quarter for which financial statements have been delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) to (y) Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the most recently ended four (4) consecutive fiscal quarter period ending on or prior to such date for which financial statements have been delivered to the Administrative Agent and the Lenders pursuant to Sections 6.01(a) and (b) .

“ Total Outstandings ” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“ Total Revolving Credit Outstandings ” means the sum of the aggregate Outstanding Amount of all Revolving Credit Loans and the aggregate Outstanding Amount of all L/C Obligations.

“ Trade Facility Collateral Term Loan Amount ” has the meaning specified in Section 6.11(a) .

“ Trade L/C ” means (i) any letter of credit, financial guaranty and similar instrument or financial accommodation issued by the Target and/or its Subsidiaries and outstanding immediately prior to the Closing Date and set forth on Schedule II and (ii) any letters of credit, financial guaranties and similar instruments or financial accommodations of the Borrower and its Subsidiaries (other than Letters of Credit) cash collateralized with the Trade Facility Collateral Term Loan Amount.

“ Trade L/C Collateralization ” has the meaning specified in Section 6.11(a) .

“ Transaction Costs ” has the meaning specified in the definition of the “Transactions”.

“ Transactions ” means the acquisition of the Target by Holdings and associated funds and certain other investors (collectively, the “ Investors ”), together with each of the following transactions consummated or to be consummated in connection therewith:

(a) The Acquisition.

(b) Equity contributions in the form of common equity (“ Permitted Equity ”) being made in cash directly or indirectly to Holdings (which shall be contributed in cash by Holdings to the Borrower in the form of common equity) by the Investors (the “ Equity Contribution ”), in an aggregate amount that, when taken together with all Permitted Equity rolled over or directly or indirectly invested in Permitted Equity of Holdings and all Permitted Equity of Holdings issued to, or otherwise directly or indirectly acquired by, any existing shareholders and management of the Target (the “ Other Equity ”) will be not less than 30% of the sum of (i) the aggregate principal amount of the Facilities made available on the Closing Date, (ii) the aggregate principal amount of Second Lien Loans borrowed on the Closing Date, (iii) the aggregate amount of existing Indebtedness of Holdings and its Subsidiaries not subject to the Refinancing (as defined below), (iv) the Equity Contribution and (v) the Other Equity. For the avoidance of doubt, the amount of any Trade Facility Collateral Term Loan Amount shall be included for purposes of such calculation.

indebtedness will be released (the “ Refinancing ”) at the closing of the Acquisition. For the avoidance of doubt, letters of credit outstanding on the Closing Date no longer available to the Target may be backstopped or replaced by Letters of Credit issued under the Revolving Credit Facility on the Closing Date.

(d) The Borrower obtaining the Facilities.

(e) The Borrower obtaining the Second Lien Loans in an aggregate principal amount of $75,000,000.

(f) All fees, premiums and expenses incurred in connection with the Transactions (the “ Transaction Costs ”) being paid.

“ Type ” means, with respect to a Loan, its character as a Base Rate Loan or a Eurocurrency Rate Loan.

“ UBS ” means UBS AG, Stamford Branch acting through such of its affiliates or branches as it deems appropriate, and its successors.

“ UCP ” means, with respect to any Letter of Credit, the ‘Uniform Customs and Practice for Documentary Credits’, as most recently published by the International Chamber of Commerce in its Publication No. 600 (or such later version thereof as may be acceptable to the applicable L/C Issuer and in effect at the time of issuance of such Letter of Credit).

“ Uniform Commercial Code ” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

“ United States ” and “ U.S. ” mean the United States of America.

“ Unreimbursed Amount ” has the meaning set forth in Section 2.03(c)(i) .

Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary or any of its Subsidiaries owns any Equity Interests of, or owns or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary that is not a Subsidiary of the Subsidiary to be so designated and (f) the Borrower shall have delivered to the Administrative Agent and the Collateral Agent an officer’s certificate executed by a Responsible Officer of the Borrower, certifying compliance with the requirements of preceding clauses (a) through (e) , and (2) any subsidiary of an Unrestricted Subsidiary. The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary for purposes of this Agreement (each, a “ Subsidiary Redesignation ”); provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) any Indebtedness owed by such Unrestricted Subsidiary shall be permitted to be incurred under Section 7.03 on the date of such Subsidiary Redesignation, (iii) any Liens on the property or assets of such Unrestricted Subsidiary shall be permitted to be incurred under Section 7.01 on the date of such Subsidiary Redesignation and (iv) the Borrower shall have delivered to the Administrative Agent and the Collateral Agent an officer’s certificate executed by a Responsible Officer of the Borrower, certifying compliance with the requirements of preceding clauses (i) through (iii) . Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary. As of the Closing Date, all Subsidiaries of the Borrower are Restricted Subsidiaries.

“ Voting Stock ” of any specified Person as of any date means the Equity Interests of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“ Weighted Average Life to Maturity ” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the then outstanding principal amount of such Indebtedness.

“ wholly owned ” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or by one or more wholly owned Subsidiaries of such Person.

“ Windsor Property ” means any parcel of real property owned in fee by the Borrower or any of its Subsidiaries on the Closing Date in South Windsor, New South Wales, Australia and any parcel of real property acquired in exchange therefor.

“ Withholding Agent ” means the Borrower, any Loan Party, or the Administrative Agent, as applicable.

“ Yield Differential ” has the meaning specified in Section 2.14(b)(iii) .

1.02 Other Interpretive Provisions . With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) (i) The words “ herein ,” “ hereto ,” “ hereof ” and “ hereunder ” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

(ii) Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.

(iii) The term “including” is by way of example and not limitation.

(iv) The term “ documents ” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(c) In the computation of periods of time from a specified date to a later specified date, the word “ from ” means “ from and including ”; the words “ to ” and “ until ” each mean “ to but excluding ”; and the word “ through ” means “ to and including ”.

(d) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03 Accounting Terms .

(a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, except as otherwise specifically prescribed herein.

(b) If at any time any change in GAAP or the application thereof would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP or the application thereof (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or the application thereof prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such change in GAAP or the application thereof.

(c) Notwithstanding anything to the contrary in this Section 1.03 , (i) with respect to any time period beginning on the Closing Date and ending on the Business Day that immediately follows the date on which a Compliance Certificate is delivered pursuant to Section 6.02(a) in respect of the first fiscal year of the Borrower ending after the Closing Date, references to “GAAP” in this Agreement shall be deemed to mean “IFRS” (unless the Borrower elects that such references to “GAAP” shall be deemed to mean “GAAP”) and (ii) any obligation of a Person under a lease that is not (or would not be) required to be classified and accounted for as a Capitalized Lease or Attributable Indebtedness on a balance sheet of such Person under GAAP as in effect on the Closing Date shall not be treated as a Capitalized Lease or Attributable Indebtedness as a result of the adoption of changes in GAAP or changes in the application of GAAP.

1.04 Rounding . Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05 References to Agreements and Laws . Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are permitted by any Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

1.06 Times of Day . Unless otherwise specified, all references herein to times of day shall be references to New York Time.

1.07 Timing of Payment or Performance . When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as specifically provided in Section 2.12 or as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.

1.08 Currency Equivalents Generally; Additional Alternative Currencies .

(a) Any amount specified in this Agreement (other than in Articles II , IX and X ) or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to be determined at the rate of exchange quoted by Credit Suisse at the close of business on the Business Day immediately preceding any date of determination thereof, to prime banks in New York, New York for the spot purchase in the New York foreign exchange market of such amount in Dollars with such other currency.

(b) The Administrative Agent or an L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Euros, Sterling or any Alternative Currency. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial ratios hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar equivalent amount as so determined by the Administrative Agent or the applicable L/C Issuer, as applicable (on the basis of the Spot Rate as of the applicable Revaluation Date). Wherever in this Agreement in connection with a Borrowing, conversion, continuation or payment of a Eurocurrency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in Euros, Sterling or an Alternative Currency, such amount shall be the relevant Currency Equivalent of such Dollar amount (rounded to the nearest unit of Euros, Sterling or such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the applicable L/C Issuer, as the case may be.

(c) The Borrower may from time to time request that Eurocurrency Rate Revolving Credit Loans be made and Letters of Credit be issued in a currency other than Dollars, Euros, Sterling and those currencies specifically listed in clause (a) of the definition of “Alternative Currency”; provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into Dollars. Each such request shall be subject to the approval of the Administrative Agent, the Revolving Credit Lenders and the applicable L/C Issuer.

(d) Any such request shall be made to the Administrative Agent and, with respect to Letters of Credit, the applicable L/C Issuer not later than 11:00 a.m. (New York Time) twelve (12) Business Days prior to the date of the desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request pertaining to Letters of Credit, the applicable L/C Issuer, in its or their sole discretion). The Administrative Agent shall promptly notify each Revolving Credit Lender of such request. Each Revolving Credit Lender and the applicable L/C Issuer shall notify the Administrative Agent, not later than 11:00 a.m. (New York Time) seven (7) Business Days after receipt of such request (or such other date and time as the Administrative Agent may determine in a particular instance in its sole discretion) whether it consents, in its sole discretion, to the making of Eurocurrency Rate Revolving Credit Loans or the issuance of Letters of Credit, as the case may be, in such requested currency.

such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Borrowings of Eurocurrency Rate Revolving Credit Loans; and if the Administrative Agent and the applicable L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issued by such L/C Issuer. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.08 , the Administrative Agent shall promptly so notify the Borrower. Any specified currency of an Existing Letter of Credit that is neither Dollars nor one of the Alternative Currencies shall be deemed an Alternative Currency with respect to such Existing Letter of Credit only.

(f) For the avoidance of doubt, in the case of a Revolving Credit Loan denominated in Euro, Sterling or an Alternative Currency, except as expressly provided herein, (i) all interest and fees shall accrue and be payable thereon based on the actual amount outstanding in Euro, Sterling or such Alternative Currency (without any translation into the Dollar Equivalent thereof), (ii) all interest shall be payable in Euro, Sterling or such Alternative Currency, as applicable and (iii) all fees shall be payable in Dollars.

1.09 Letter of Credit Amounts . Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided , however , that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum Dollar Equivalent of the stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

1.10 Pro Forma Calculations . Notwithstanding anything to the contrary herein, the First Lien Leverage Ratio, the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated (including, but not limited to, for purposes of Section 2.14 ) on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that notwithstanding the foregoing, when calculating the Total Leverage Ratio and the First Lien Leverage Ratio, as applicable, for purposes of (a) determining the applicable percentage of Excess Cash Flow set forth in Section 2.05, (b) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis ) with the maximum First Lien Leverage Ratio pursuant to Section 7.11 and (c) determining the “Applicable Rate”, the events described in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect .

deemed to have been exceeded solely as a result of such fluctuations; provided that, for the avoidance of doubt, the provisions of Section 1.08 shall otherwise apply to such baskets, including with respect to determining whether any Lien, Investment, Indebtedness, Disposition, Restricted Payment or prepayment, redemption, purchase, defeasance or other satisfaction pursuant to Section 7.14 may be incurred or made at any time under Article VII ; provided , further , that, once incurred or made, the amount of such Lien, Investment, Indebtedness, Disposition, Restricted Payment or prepayment, redemption, purchase, defeasance or other satisfaction pursuant to Section 7.14 shall be always deemed to be at the Dollar amount on such date, regardless of later changes in currency exchange rates.

1.12 Classification of Loans and Borrowings . For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “ Revolving Credit Loan ”) or by Type (e.g., a “ Eurocurrency Rate Loan ”) or by Class and Type (e.g., a “ Eurocurrency Revolving Credit Loan ”). Borrowings also may be classified and referred to by Class (e.g., a “ Revolving Credit Borrowing ”) or by Type (e.g., a “ Eurocurrency Borrowing ”) or by Class and Type (e.g., a “ Eurocurrency Revolving Credit Borrowing ”).

ARTICLE II

THE COMMITMENTS AND CREDIT EXTENSIONS

2.01 The Loans .

(a) The Term Borrowing . Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single term loan denominated in Dollars to the Borrower on the Closing Date in an amount not to exceed such Term Lender’s Term Commitment. The Term Borrowing shall consist of Term Loans made simultaneously by the Term Lenders in accordance with their respective Term Commitments. Amounts borrowed under this Section 2.01(a) and subsequently repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

(b) The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make loans (each such loan, a “ Revolving Credit Loan ”) to the Borrower denominated in Dollars, Euros, Sterling or an Alternative Currency from time to time, on any Business Day until the Maturity Date of the Class of Revolving Credit Loans held by such Revolving Credit Lender under the Revolving Credit Facility, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided , however , that after giving effect to any Revolving Credit Borrowing, (a) the Total Revolving Credit Outstandings shall not exceed the aggregate Revolving Credit Commitments, (b) the Total Revolving Credit Outstandings denominated in any Alternative Currency shall not exceed the Alternative Currency Sublimit with respect to such Alternative Currency and (c) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Revolving Credit Commitment. Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(b) , prepay under Section 2.05 , and reborrow under this Section 2.01(b) . Revolving Credit Loans may be

Base Rate Loans or Eurocurrency Rate Loans denominated in Dollars, Euros, Sterling or an Alternative Currency, as further provided herein.

2.02 Borrowings, Conversions and Continuations of Loans .

(a) (i) Term Loans and Incremental First Lien Term Loans . Each Borrowing of Term Loans or Incremental First Lien Term Loans, each conversion of Term Loans or Incremental First Lien Term Loans from a Base Rate Loan to a Eurocurrency Rate Loan (or vice versa) and each continuation of Eurocurrency Rate Term Loans or Eurocurrency Rate Incremental First Lien Term Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may initially be given by telephone and promptly confirmed in writing by delivering to the Administrative Agent a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, prior to the applicable time specified in the immediately succeeding sentence. Each such notice must be received by the Administrative Agent not later than (A) with respect to Borrowings of Term Loans on the Closing Date, 10:00 a.m. (New York time) one Business Day prior to the Closing Date, (B) with respect to Borrowings of Term Loans or Incremental First Lien Term Loans consisting of Eurocurrency Rate Loans, conversions of Term Loans or Incremental First Lien Term Loans from one Type to the other and each continuation of Eurocurrency Rate Loans, 2:00 p.m. (New York Time) three (3) Business Days prior to the requested date of such Borrowing, conversion or continuation or (C) with respect to Borrowings of Term Loans or Incremental First Lien Term Loans consisting of Base Rate Loans, 10:00 a.m. (New York Time) on the requested date of such Borrowing; provided , however , that if the Borrower wishes to request Eurocurrency Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 12:00 p.m. (New York Time) four (4) Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 12:00 p.m. (New York Time) three (3) Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Borrowing of, or conversion to, Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (1) whether the Borrower is requesting a Borrowing of Term Loans or Incremental First Lien Term Loans, a conversion of Term Loans or Incremental First Lien Term Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (2) the requested date of such Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (3) the principal amount of Term Loans or Incremental First Lien Term Loans to be borrowed, converted or continued, (4) the Type of Term Loans or Incremental First Lien Term Loans to be borrowed or to which existing Term Loans or Incremental First Lien Term Loans are to be converted and (5) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Term Loan or Incremental

First Lien Term Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Incremental First Lien Term Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.

(ii) Revolving Credit Loans . Each Borrowing of Revolving Credit Loans denominated in Dollars, Euros, Sterling or any Alternative Currency, each conversion of Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may initially be given by telephone and promptly confirmed in writing by delivering to the Administrative Agent a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, prior to the applicable time specified in the immediately succeeding sentence. Each such notice must be received by the Administrative Agent not later than (A) (1) with respect to Borrowings of Eurocurrency Rate Loans denominated in Dollars, Euros, Sterling or Canadian Dollars, conversions of Revolving Credit Loans denominated in Dollars, Euros, Sterling or Canadian Dollars from one Type to the other and each continuation of Eurocurrency Rate Loans denominated in Dollars, Euros, Sterling or Canadian Dollars, 2:00 p.m. (New York Time) three (3) Business Days and (2) with respect to Borrowings of Eurocurrency Rate Loans denominated in any Alternative Currency (other than Canadian Dollars) and each continuation of Eurocurrency Rate Loans denominated in any Alternative Currency (other than Canadian Dollars), 2:00 p.m. (New York Time) five (5) Business Days, in each case prior to the requested date of such Borrowing, conversion or continuation of, (B) with respect to Borrowings of Base Rate Loans in Dollars, 12:00 noon (New York Time) on the date of the proposed Borrowing, or (C) with respect to conversions of Base Rate Loans to Eurocurrency Rate Loans, 2:00 p.m. (New York Time) three (3) Business Days prior to the requested date of such conversion; provided , however , that if the Borrower wishes to request Eurocurrency Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 12:00 noon (New York Time) (1) with respect to any Eurocurrency Rate Loans denominated in Dollars, Euros, Sterling or Canadian Dollars, four (4) Business Days prior to the requested date of such Borrowing, conversion or continuation or (2) with respect to any Eurocurrency Loans denominated in an Alternative Currency (other than Canadian Dollars), six (6) Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 12:00 noon (New York Time) (x) with respect to any Eurocurrency Rate Loans denominated in Dollars, Euros, Sterling or Canadian Dollars, three (3) Business Days or (y) with respect to any Eurocurrency Loans denominated in an Alternative Currency (other than Canadian Dollars), four (4) Business Days, in each case, prior to the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall

notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders. Each Borrowing of Revolving Credit Loans denominated in Dollars upon less than three Business Days’ notice pursuant to this clause (ii)(B) shall be made as Base Rate Loans only. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in Dollars, Euros, Sterling or any Alternative Currency shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Except as provided in Sections 2.03(c) , each Borrowing of, or conversion to, Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (I) whether the Borrower is requesting a Borrowing of Revolving Credit Loans, a conversion of Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (II) the requested date of such Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (III) the principal amount of Revolving Credit Loans to be borrowed, converted or continued, (IV) the Type of Revolving Credit Loans to be borrowed or to which existing Revolving Credit Loans are to be converted, (V) the currency of the Revolving Credit Loans to be borrowed or to which existing Revolving Credit Loans are to be converted and (VI) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a currency or Type of Revolving Credit Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans shall be made as, or converted to, Base Rate Loans; provided , however , that in the case of a failure to timely request a continuation of Loans denominated in Euros, Sterling or any Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans denominated in Euros, Sterling or such Alternative Currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.

(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Term Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a) .

funds so received available to the Borrower in like funds as received by the Administrative Agent by wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower.

(ii) In the case of a Borrowing of Revolving Credit Loans, each Appropriate Lender shall make the amount of its Revolving Credit Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than the earlier of (A) 2:00 p.m. (New York Time) and (B) the Applicable Time specified by the Administrative Agent (and, in the case of this clause (B) , no case later than 9:00 a.m. (New York Time)) in the case of any Eurocurrency Rate Revolving Credit Loan, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01 ), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent by wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided , however , that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first , to the payment in full of any such L/C Borrowing and second , to the Borrower as provided above.

(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan unless the Borrower pays the amount due under Section 3.05 in connection therewith. During the existence of an Event of Default, no Loans may be converted to or continued as Eurocurrency Rate Loans denominated in Dollars, Euros or Sterling and the Required Lenders may demand that any or all of the then outstanding Loans be prepaid and/or any or all of the then outstanding (x) Eurocurrency Rate Loans denominated in Dollars be converted into Base Rate Loans or (y) Eurocurrency Rate Loans denominated in Euros, Sterling or any Alternative Currency be converted into Eurocurrency Rate Loans having an Interest Period of one (1) month, in each case on the last day of the then current Interest Period with respect thereto or on such other day as the Required Lenders may demand.

(d) The Administrative Agent shall promptly notify the Borrower and the applicable Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate, the Screen Rate and the Spot Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Prime Rate used in determining the Base Rate promptly following the announcement of such change.

(e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans, or Revolving Credit Loans from one Type to

the other, and all continuations Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect.

(f) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

2.03 Letters of Credit .

(a) The Letter of Credit Commitment . (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders and the Borrower set forth in this Section 2.03 and elsewhere in the Loan Documents and subject to the conditions precedent set forth in Section 4.02 , (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars, Euros, Sterling or an Alternative Currency (including, with respect to any Alternative Currency, the Dollar Equivalent of such Alternative Currency) at the request of and for the account of the Borrower or its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b) , and (2) to honor drafts under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (w) the Total Revolving Credit Outstandings would exceed the aggregate Revolving Credit Commitments of all Revolving Credit Lenders, (x) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Lender’s Revolving Credit Commitment (after giving effect to the addition of any Additional Arrangers), (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the conditions precedent set forth in Section 4.02 are not satisfied with respect to such L/C Credit Extension as of the date of such L/C Credit Extension; provided , further , that (A) the aggregate face amount of outstanding Letters of Credit issued by CS, Morgan Stanley, RBC, UBS and GS, as applicable, in its capacity as an L/C Issuer, at no time shall exceed (I) with respect to CS, $10,500,000 (or such other amount as separately agreed upon between CS and the Borrower), (II) with respect to Morgan Stanley and its Affiliates, $10,500,000 (or such other amount as separately agreed upon between Morgan Stanley and the Borrower), (III) with respect to RBC, $7,000,000 (or such other amount as separately agreed upon between RBC and the Borrower), (IV) with respect to UBS, $3,500,000 (or such other amount as separately agreed upon between UBS and the Borrower) and (V) with respect to GS, $3,500,000 (or such other amount as separately agreed upon between GS and the Borrower), in each case, without the prior written consent of the Borrower and CS, Morgan Stanley, RBC, UBS or GS, as applicable; it being acknowledged and agreed that no other consent (including pursuant to Section 10.01 ) will be required to increase or decrease

such maximum aggregate face amount and only the consent of the Borrower and the applicable L/C Issuer will be required to establish, increase or decrease the maximum aggregate face amount of outstanding Letters of Credit issued by any L/C Issuer with respect to such L/C Issuer, and none of CS, Morgan Stanley RBC, UBS or GS or, to the extent the Borrower and such L/C Issuer have agreed upon a maximum aggregate face amount of outstanding Letters of Credit with respect to such L/C Issuer, any other L/C Issuer shall have any obligation to issue, amend, increase or extend any Letter of Credit issued or to be issued by it if such issuance, amendment, increase or extension shall (after giving effect thereto) cause the maximum aggregate face amount of outstanding Letters of Credit issued or to be issued by it to exceed the applicable foregoing maximum aggregate face amount with respect to such L/C Issuer, (B) the maximum aggregate face amount of Letters of Credit so established, increased or decreased as provided in the foregoing clause (A) shall not in any event exceed the aggregate amount of the Letter of Credit Sublimit then in effect, (C) no such establishment, increase or decrease of such maximum aggregate face amount of Letters of Credit shall increase such L/C Issuer’s Revolving Credit Commitment in its capacity as a Revolving Credit Lender without its consent pursuant to Section 10.01 and (D) CS, Morgan Stanley, RBC, GS, UBS and their respective Affiliates shall not be obligated to issue any commercial or documentary Letters of Credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

(ii) No L/C Issuer shall be under any obligation to make any L/C Credit Extension if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from making such L/C Credit Extension, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit or financial accommodations generally or such L/C Credit Extension in particular (it being acknowledged and agreed that an L/C Issuer shall be entitled to cancel any outstanding Letter of Credit issued by such L/C Issuer if any such order, judgment or decree or any such Law, request or directive shall apply to such Letter of Credit) or shall impose upon such L/C Issuer with respect to letters of credit or financial accommodations generally or such L/C Credit Extension any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date;

to the Revolving Credit Facility, the Administrative Agent and the Required Revolving Lenders) would occur more than twelve (12) months after the date of issuance or last extension, unless the Required Revolving Lenders, the Administrative Agent and such L/C Issuer have approved such expiry date;

(C) the expiry date of any requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders, the Administrative Agent and such L/C Issuer have approved such expiry date;

(D) such L/C Credit Extension would violate one or more policies of such L/C Issuer now or hereafter in effect or the Borrower shall not have complied with Section 10.21(b) with respect to such L/C Credit Extension;

(E) such Letter of Credit is in an initial stated amount less than $5,000, in the case of a commercial or documentary Letter of Credit or a Letter of Credit in the form of a guarantee, warranty, bond or a similar instrument, or $100,000, in the case of a standby Letter of Credit, or such Letter of Credit is to be denominated in a currency other than Dollars, Euros, Sterling or any Alternative Currency;

(F) the conditions precedent set forth in Section 4.02 are not satisfied with respect to such L/C Credit Extension as of the date of such L/C Credit Extension; or

(G) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the applicable L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the applicable L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.16(iv) ) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the applicable L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.

(iii) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(iv) Each L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included each L/C Issuer with respect

to such acts or omissions, and (B) as additionally provided herein with respect to each L/C Issuer.

(v) It is agreed that, in the case of the issuance of any commercial or documentary Letter of Credit, such commercial or documentary Letter of Credit shall in no event provide for time drafts or bankers’ acceptances.

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit .

(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the applicable L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the applicable L/C Issuer and the Administrative Agent not later than 12:30 p.m. (New York Time) at least five (5) Business Days (or such later date and time as such L/C Issuer and the Administrative Agent may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the currency in which such Letter of Credit is to be denominated and (H) whether the Letter of Credit is issued for the account of the Borrower or a Restricted Subsidiary (and identifying such Restricted Subsidiary), provided that the Borrower shall be a co-applicant, and therefore jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary; and (I) such other matters as the applicable L/C Issuer may reasonably request (including the form of the requested Letter of Credit). In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the applicable L/C Issuer may reasonably request.

(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by such L/C Issuer of confirmation from the Administrative Agent that the requested L/C Credit Extension is permitted in accordance with the terms hereof (including the satisfaction of the conditions precedent set forth in Section 4.02 ), then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable

amendment, as the case may be. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Letter of Credit.

(iii) If the Borrower so requests in any applicable Letter of Credit Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “ Auto-Extension Letter of Credit ”); provided , that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “ Non-Extension Notice Date ”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, the Borrower shall not be required to make a specific request to such L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided , however , that such L/C Issuer shall not permit any such extension if (A) such L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its extended form under the terms hereof (by reason of the provisions of Section 2.03(a)(ii) or otherwise), or (B) it has received notice (which may be by telephone (if promptly confirmed in writing) or in writing) on or before the day that is five (5) Business Days before the Non-Extension Notice Date from the Administrative Agent or, if no Default or Event of Default is continuing, the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied.

(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or such amendment. The Administrative Agent will promptly notify each Revolving Credit Lender of such issuance or amendment and the amount of such Revolving Credit Lender’s Pro Rata Share therein, and upon a specific request by any Revolving Credit Lender, furnish to such Revolving Credit Lender details of such Letter of Credit or such amendment.

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable L/C Issuer shall notify the Borrower and the Administrative Agent thereof. If such L/C Issuer notifies the Borrower of such payment prior to 11:00 a.m. (New York Time) on the date of any payment by such L/C Issuer under a Letter of Credit (each such date, an “ Honor Date ”), the Borrower shall ( provided that, in the case of any Letter of Credit denominated in Euros, Sterling or an Alternative Currency, the applicable L/C Issuer has notified the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof,

but in no event later than 11:00 a.m. (New York Time) one Business Day after such payment) reimburse the applicable L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing; provided , that if such notice is not provided to the Borrower prior to 11:00 a.m. (New York Time) on the Honor Date, then the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on the next succeeding Business Day and such extension of time shall be reflected in computing fees and interest (including interest accruing from and after the date of drawing to but excluding the date of reimbursement (if not reimbursed on the date of drawing) at the per annum rate of interest applicable to a Revolving Credit Loan that is (x) in the case of any Letter of Credit denominated in Dollars, a Base Rate Loan and (y) in the case of any Letter of Credit denominated in Euros, Sterling or an Alternative Currency, a Eurocurrency Rate Loan) in respect of any such Letter of Credit. If the Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in Euros, Sterling or an Alternative Currency) (the “ Unreimbursed Amount ”), and the amount of such Revolving Credit Lender’s Pro Rata Share thereof; provided that, in respect of any honored drawing in an amount less than $500,000, the Borrower shall reimburse the applicable L/C Issuer for such amount in cash and shall not be entitled to reimburse such drawing in accordance with this and the immediately succeeding sentences of this Section 2.03(c)(i) . In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans with respect to each Letter of Credit denominated in Dollars or Eurocurrency Rate Loans with respect to each Letter of Credit denominated in Euros, Sterling or an Alternative Currency to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans or Eurocurrency Rate Loans, but subject to (x) the proviso in the immediately preceding sentence, (y) the amount of the unutilized portion of the Revolving Credit Commitments (and, with respect to such Eurocurrency Rate Loans denominated in an Alternative Currency, the unutilized portion of the Alternative Currency Sublimit with respect to such Alternative Currency) and (z) the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii) Each Revolving Credit Lender (including each Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable L/C Issuer at the Administrative Agent’s Office in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. (New York Time) on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii) , each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan with respect to each Letter of Credit denominated in Dollars or Eurocurrency Rate Loan

with respect to each Letter of Credit denominated in Euros, Sterling or an Alternative Currency to the Borrower in such amount. The Administrative Agent shall promptly remit the funds so received to the applicable L/C Issuer.

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans with respect to each Letter of Credit denominated in Dollars or Eurocurrency Rate Loans with respect to each Letter of Credit denominated in Euros, Sterling or an Alternative Currency because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the applicable L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03 .

(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of such L/C Issuer.

(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse the applicable L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c) , shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against such L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or an Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided , however , that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice ). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the applicable L/C Issuer for the amount of any payment made by the applicable L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the applicable L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii) , then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the greater of the Federal Funds

Rate from time to time in effect and a rate reasonably determined by such L/C Issuer in accordance with banking industry rules on interbank compensation, plus any reasonable administrative, processing or similar fees customarily charged by such L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the applicable L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.

(d) Repayment of Participations .

(i) If, at any time after an L/C Issuer has made a payment under any Letter of Credit issued by it and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c) , if the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.

(ii) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share thereof on demand of such L/C Issuer or the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the First Lien Obligations and the termination of this Agreement.

(e) Obligations Absolute . The obligation of the Borrower to reimburse the applicable L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;

(ii) the existence of any claim, counterclaim, setoff, defense or other right that the Borrower may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the applicable L/C Issuer or any other Person, whether in connection with

this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv) any payment by the applicable L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not comply with the terms of such Letter of Credit; or any payment made by the applicable L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(v) any exchange, release or nonperfection of any Collateral, or any release or amendment or waiver of or consent to departure from the Guaranty or any other Guarantee, for all or any of the First Lien Obligations of the Borrower in respect of such Letter of Credit;

(vi) any adverse change in the relevant exchange rates or in the availability of Euros, Sterling or the relevant Alternative Currency to the Borrower or in the relevant currency markets generally; or

(vii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower.

The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will promptly notify the applicable L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against any L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f) Role of L/C Issuer . Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the applicable L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of the applicable L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct of such Person as determined by a court of competent jurisdiction in a final,

non-appealable judgment; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit or any proceeds thereof; provided , however , that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the applicable L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 2.03(e) ; provided , however , that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against such L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which have been determined by a court of competent jurisdiction in a final, non-appealable judgment to have been caused by such L/C Issuer’s willful misconduct or gross negligence. In furtherance and not in limitation of the foregoing, the applicable L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit and such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g) Applicability of ISP98, UCP and Other Rules . Unless otherwise expressly agreed by the applicable L/C Issuer and the Borrower or when it is amended with the consent of the beneficiary thereof, (i) with respect to each Letter of Credit that is a standby letter of credit, the rules of the ISP shall apply to such Letter of Credit that is a standby letter of credit and (ii) with respect to each Letter of Credit that is a commercial or documentary letter of credit, the rules of the UCP shall apply to such Letter of Credit that is a commercial or documentary letter of credit. Such rules as determined by the L/C Issuer in consultation with the Borrower shall apply to each Letter of Credit that is a bank guarantee, guarantee, performance bond, advance payment guarantee or bond, warranty, bid guarantee or bond or any other similar guarantee, indemnity or other financial accommodation requested by the Borrower and consented to by the Administrative Agent and the applicable L/C Issuer.

(h) Letter of Credit Fees . The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a Letter of Credit fee (the “ L/C Fee ”) for each Letter of Credit equal to the Applicable Rate then in effect for Eurocurrency Rate Loans with respect to the Revolving Credit Facility times the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided , however , that (i) any L/C Fee otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable L/C Issuer pursuant to this

Section 2.03 and as to which the Fronting Exposure of such Defaulting Lender has been reallocated to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.16(a)(iv) shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.16(a)(iv) , with the balance of such L/C Fee, if any, payable to the applicable L/C Issuer for its own account and (ii) for the avoidance of doubt, the L/C Fee shall be due and payable in full regardless of whether all or a portion of the Letters of Credit outstanding have been Cash Collateralized. Such L/C Fee shall be computed on a quarterly basis in arrears. Such L/C Fee shall be due and payable in Dollars on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(i) Fronting Fee and Documentary and Processing Charges Payable to an L/C Issuer . The Borrower shall pay directly to the applicable L/C Issuer for its own account a fronting fee in Dollars (i) with respect to each commercial or documentary Letter of Credit issued by such L/C Issuer, at a rate to be separately agreed between the applicable L/C Issuer and the Borrower (but in any event not to exceed the greater of (A) 0.125% per annum and (B) $500 with respect to any Letter of Credit), computed on the amount of such Letter of Credit, and payable upon the issuance thereof, (ii) with respect to any amendment of a commercial or documentary Letter of Credit increasing the stated amount of such Letter of Credit, at a rate to be separately agreed between the Borrower and the applicable L/C Issuer (but in any event not to exceed the greater of (A) 0.125% per annum and (B) $500 with respect to any Letter of Credit), computed on the amount of such increase, and payable upon the effectiveness of such amendment, (iii) with respect to each standby Letter of Credit, at a rate equal to the greater of (A) 0.125% per annum and (B) $500 with respect to any Letter of Credit, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears, (iv) with respect to any amendment of a standby Letter of Credit increasing the stated amount of such Letter of Credit, at a rate equal to the greater of (A) 0.125% per annum and (B) $500 with respect to any Letter of Credit, computed on the amount of such increase, and payable upon the effectiveness of such amendment, (v) with respect to each Letter of Credit pursuant to clause (a) of the definition thereof other than commercial, documentary and standby Letters of Credit, at a rate to be separately agreed between the applicable L/C Issuer and the Borrower (but in any event not to exceed the greater of (A) 0.125% per annum and (B) $500 with respect to any Letter of Credit), computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears, (vi) with respect to any amendment of any Letter of Credit pursuant to clause (a) of the definition thereof other than commercial, documentary and standby Letters of Credit increasing the stated amount of such Letter of Credit, at a rate to be separately agreed between the Borrower and the applicable L/C Issuer (but in any event not to exceed the greater of (A) 0.125% per annum and (B) $500 with respect to any Letter of Credit), computed on the amount of such increase, and payable upon the effectiveness of such amendment and (vii) with respect to each Letter of Credit pursuant to clause (b) of the

definition thereof, such fees as the applicable L/C Issuer and the Borrower separately agree; provided that, for the avoidance of doubt, the fronting fee shall be due and payable in full regardless of whether all or a portion of such Letter of Credit outstanding has been Cash Collateralized. Such fronting fee shall be due and payable on the last Business Day of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09 . In addition, the Borrower shall pay directly to the applicable L/C Issuer for its own account and to each of its correspondents in relation to any Letter of Credit or any drawing thereunder the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer or such correspondent relating to Letters of Credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable within five (5) Business Days of demand and are nonrefundable.

(j) Other Letters of Credit . The Borrower shall request a Letter of Credit pursuant to clause (b) of the definition thereof by notifying each of the Administrative Agent and the applicable L/C Issuer in writing not later than 11:00 a.m. (New York Time) at least fifteen (15) Business Days (or such later date and time as such L/C Issuer and the Administrative Agent may agree in a particular instance in their sole discretion) prior to the proposed issuance date of such Letter of Credit of its request for such issuance and specifying in such notice (i) the proposed issuance date of such Letter of Credit (which shall be a Business Day); (ii) the proposed amount thereof; (iii) the proposed type of such Letter of Credit; (iv) the proposed expiry date thereof; (v) the proposed name and address of the beneficiary thereof; (vi) the proposed documents to be presented by such beneficiary in case of any drawing thereunder; (vii) the proposed full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (viii) in the case of a Letter of Credit denominated in Euro, Sterling or an Alternative Currency, the proposed currency in which such Letter of Credit is to be denominated. Each of the Administrative Agent and the applicable L/C Issuer may, in its sole discretion, agree to such Letter of Credit by notifying the Borrower in writing not later than 11:00 a.m. (New York Time) at least five (5) Business Days prior to the proposed issuance date of such Letter of Credit (or such later date and time as such L/C Issuer and the Administrative Agent may agree in a particular instance in their sole discretion); provided that (A) the consent of each of the Administrative Agent and the applicable L/C Issuer shall be required with respect to each such Letter of Credit, which consent may be withheld in the Administrative Agent’s and the applicable L/C Issuer’s discretion and (B) if the Administrative Agent or the applicable L/C Issuer shall not have notified the Borrower within such time period, the Administrative Agent or the applicable L/C Issuer shall be deemed to have declined to consent to such Letter of Credit. None of the Administrative Agent or any L/C Issuer shall be obligated to consent to such Letter of Credit, unless it so consents in its sole discretion.

Revaluation Date and otherwise from time to time in such L/C Issuer’s discretion, recalculate the Dollar Equivalent of such Letter of Credit by notionally converting into Dollars the outstanding amount of such Letter of Credit on the basis of the Spot Rate on the date of calculation and notify the Administrative Agent of such recalculated amount. The Borrower shall, if requested by the Administrative Agent within five (5) days of its receipt of notice of any calculation pursuant to the immediately preceding sentence, prepay the Total Revolving Credit Outstandings in accordance with Section 2.05(b)(iv) to prevent the Dollar Equivalent of the Total Revolving Credit Outstandings exceeding the aggregate Revolving Credit Commitments following any adjustment to the Dollar Equivalent pursuant to the immediately preceding sentence.

(l) Conflict with Letter of Credit Application . In the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control.

(m) Additional L/C Issuers . The Borrower may, at any time and from time to time with the consent of the Administrative Agent (which consent shall not be unreasonably withheld) and such Revolving Credit Lender, designate one or more additional Revolving Credit Lenders to act as an L/C Issuer under the terms of the Agreement. Any Revolving Credit Lender designated as an L/C Issuer pursuant to this Section 2.03(m) shall be deemed to be an “L/C Issuer” (in addition to being a Revolving Credit Lender) in respect of Letters of Credit issued or to be issued by such Revolving Credit Lender, and, with respect to such Letters of Credit, such term shall thereafter apply to the other L/C Issuers and such Revolving Credit Lender. The acceptance of any designation as an L/C Issuer hereunder by a Revolving Credit Lender shall be evidenced by an agreement entered into by such Revolving Credit Lender, in a form reasonably satisfactory to the Borrower and the Administrative Agent, and, from and after the effective date of such agreement, (i) such Revolving Credit Lender shall have all the interests, rights and obligations of an L/C Issuer under this Agreement and the other Loan Documents and (ii) references herein and in the other Loan Documents to the term “L/C Issuer” shall be deemed to refer to such Revolving Credit Lender in addition to any other L/C Issuers, as the context shall require. The Administrative Agent shall notify the Revolving Credit Lenders of any such additional L/C Issuer. At any time there is more than one L/C Issuer hereunder, the Borrower may, in its discretion, select which L/C Issuer is to issue any particular Letter of Credit.

(n) Resignation or Replacement of an L/C Issuer . Any L/C Issuer may resign at any time by giving thirty (30) days’ prior written notice to the Administrative Agent, the Lenders and the Borrower. An L/C Issuer may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced L/C Issuer (provided that the replaced L/C Issuer shall not be required to execute or deliver any written agreement if the replaced L/C Issuer has no Letters of Credit or reimbursement obligations with respect thereto outstanding) and the successor L/C Issuer. On the date of effectiveness of such resignation, the Borrower shall pay all accrued and unpaid fees to the resigning L/C Issuer pursuant to Section 2.03(i) . After its resignation as an L/C Issuer hereunder, (i) the resigning L/C Issuer shall remain a party hereto and shall continue to have all the rights and obligations of an L/C Issuer set forth in this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation or removal, but, after

receipt by the Administrative Agent, the Lenders and the Borrower of notice of resignation from an L/C Issuer, such L/C Issuer shall not be required, and shall be discharged from its obligations, to issue additional Letters of Credit or extend or increase the amount of Letters of Credit then outstanding, without affecting its rights and obligations with respect to Letters of Credit previously issued by it, and (ii) the provisions of Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an L/C Issuer under this Agreement. The Administrative Agent shall notify the Revolving Credit Lenders of any such replacement of an L/C Issuer or any such additional L/C Issuer.

2.04 [Reserved] .

2.05 Prepayments .

(a) Optional .

(i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Loans in whole or in part without premium or penalty (subject to Section 2.05(d) ); provided that such notice must be received by (A) with respect to prepayments of any Class of Term Loans or Incremental First Lien Term Loans, the Administrative Agent not later than 2:00 p.m. (New York Time) or (B) with respect to prepayments of any Class of Revolving Credit Loans, the Administrative Agent not later than 12:00 noon (New York Time), in the case of each of clauses (A) and (B), (x) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (y) one (1) Business Day prior to the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16 , each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.07(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.05(a)(i) shall be subject to Section 2.05(d) .

(ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

(iii) Voluntary Non-Pro-Rata Prepayments.

(A) Notwithstanding anything to the contrary herein, any Borrower Purchasing Party shall have the right at any time and from time to time to prepay any Class of Term Loans at a discount to the par value of such Loans and on a non pro rata basis (each, a “ Discounted Voluntary Prepayment ”) without premium or penalty (but subject to Section 3.05 ) pursuant to the procedures described in this Section 2.05(a)(iii) , provided that, on the date of any such Discounted Voluntary Prepayment, such Borrower Purchasing Party shall deliver to the Administrative Agent a certificate of a Responsible Officer stating (1) that no Default or Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment (after giving effect to any related waivers or amendments obtained in connection with such Discounted Voluntary Prepayment), (2) that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.05(a)(iii) has been satisfied, (3) the aggregate principal amount of Term Loans so prepaid pursuant to such Discounted Voluntary Prepayment, (4) such Borrower Purchasing Party shall not use the proceeds of any Credit Extension under the Revolving Credit Facility to acquire such Term Loans and (5) that such Borrower Purchasing Party does not have any material non-public information with respect to Holdings, the Borrower, or any of its Subsidiaries or any of their respective securities that either (A) has not been disclosed to the Lenders (other than Lenders that do not wish to receive such information) or has not otherwise been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD, prior to such time or (B) if not disclosed to the Lenders, could reasonably be expected to have a material effect upon, or otherwise be material to, Holdings, the Borrower and the Restricted Subsidiaries.

(B) To the extent any Borrower Purchasing Party seeks to make a Discounted Voluntary Prepayment, such Borrower Purchasing Party will provide written notice to the Administrative Agent substantially in the form of Exhibit K hereto (each, a “ Discounted Prepayment Option Notice ”) that such Borrower Purchasing Party desires to prepay Term Loans in each case in an aggregate principal amount specified therein by such Borrower Purchasing Party (each, a “ Proposed Discounted Prepayment Amount ”), in each case at a discount to the par value of such Term Loans as specified below. The Proposed Discounted Prepayment Amount of Term Loans shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment: (A) the Proposed Discounted Prepayment Amount for the Term Loans, (B) a discount range (which may be a single percentage) selected by such Borrower Purchasing Party with respect to such proposed Discounted

Voluntary Prepayment equal to a percentage of par of the principal amount of Term Loans (the “ Discount Range ”); provided that such Borrower Purchasing Party may elect not to include a Discount Range in the Discounted Prepayment Option Notice and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment which shall be at least five (5) Business Days following the date of the Discounted Prepayment Option Notice (the “ Acceptance Date ”).

(C) Upon receipt of a Discounted Prepayment Option Notice, the Administrative Agent shall promptly notify all Term Lenders. On or prior to the Acceptance Date, each such Term Lender may specify by written notice substantially in the form of Exhibit L hereto (each, a “ Lender Participation Notice ”) to the Administrative Agent (A) a maximum discount to par (the “ Acceptable Discount ”), which Acceptable Discount shall be within the Discount Range, if the Discount Range is specified in the Discounted Prepayment Option Notice (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid), and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of Term Loans held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (the “ Offered Loans ”). Based on the Acceptable Discounts and principal amounts of the Offered Loans specified by the Lenders in the applicable Lender Participation Notice, the Administrative Agent and the applicable Borrower Purchasing Party, acting jointly, shall determine the applicable discount for the Term Loans (the “ Applicable Discount ”), which Applicable Discount shall be (A) the percentage specified by such Borrower Purchasing Party if such Borrower Purchasing Party has selected a single percentage pursuant to Section 2.05(a)(iii)(B) for the Discounted Voluntary Prepayment or (B) otherwise, the highest Acceptable Discount at which such Borrower Purchasing Party can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided , however , that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be (x) the highest Acceptable Discount within the Discount Range or (y) if no Discount Range was specified in the Discounted Prepayment Option Notice, the highest Acceptable Discount acceptable to such Borrower Purchasing Party. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount.

(D) The applicable Borrower Purchasing Party shall make a Discounted Voluntary Prepayment by prepaying those Term Loans (or the

respective portions thereof) offered by the Lenders (“ Qualifying Lenders ”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“ Qualifying Loans ”) at the Applicable Discount, provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, such Borrower Purchasing Party shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, in each case calculated by applying the Applicable Discount, such Borrower Purchasing Party shall prepay all Qualifying Loans.

(E) Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent and the applicable Borrower Purchasing Party shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (except as set forth in Section 3.05 ), upon irrevocable notice substantially in the form of Exhibit M hereto (each a “ Discounted Voluntary Prepayment Notice ”), delivered to the Administrative Agent no later than 12:00 noon (New York Time), one (1) Business Day prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, the amount specified in such notice shall be due and payable to the applicable Qualifying Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid.

(F) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(a)(iii)(C) above) established by the Administrative Agent in consultation with the applicable Borrower Purchasing Party.

(G) Prior to the delivery of a Discounted Voluntary Prepayment Notice, upon written notice to the Administrative Agent, (A) the applicable Borrower Purchasing Party may withdraw its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and

(B) any Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice.

(H) For the avoidance of doubt, each Discounted Voluntary Prepayment shall, for purposes of this Agreement, be deemed to be an automatic and immediate cancellation and extinguishment of the Term Loans prepaid. With respect to each Discounted Voluntary Prepayment, (1) the applicable Borrower Purchasing Party shall pay all accrued and unpaid interest, if any, on the par principal amount of the applicable Loans to the date of the Discounted Voluntary Prepayment and, if any Eurocurrency Rate Loan is prepaid on a date other than the scheduled last day of the Interest Period applicable thereto, such Borrower Purchasing Party shall also pay any amounts owing pursuant to Section 3.05 and (2) such Discounted Voluntary Prepayment shall not change the scheduled amortization of the Term Loans required by Section 2.07 , except to reduce the amount outstanding and due and payable on the Maturity Date of the Class of Term Loans subject to such Discounted Voluntary Prepayment (and such reduction, for the avoidance of doubt, shall only apply, on a non-pro-rata basis, to the Term Loans that are the subject of such Discounted Voluntary Prepayment).

(iv) In connection with any voluntary prepayment of any Class of Loans pursuant to this Section 2.05(a) , such voluntary prepayment shall be applied first to Base Rate Loans to the full extent thereof before application to Eurocurrency Rate Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 3.05 .

(b) Mandatory .

(i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), but in any event not later than one hundred and twenty-five (125) days after the end of each fiscal year of the Borrower beginning with the first full fiscal year ended after the Closing Date, the Borrower shall prepay an aggregate principal amount of Term Loans in an amount equal to (A) 50% (as may be adjusted pursuant to the proviso below) of Excess Cash Flow for the fiscal year covered by such financial statements commencing with the first full fiscal year ended after the Closing Date minus (B) the aggregate amount of voluntary principal prepayments of the Loans pursuant to Section 2.05(a)(i) (except prepayments of Revolving Credit Loans unless accompanied by a corresponding permanent commitment reduction of the Revolving Credit Facility) and of the Second Lien Loans pursuant to Section 2.05(a)(i) of the Second Lien Credit Agreement minus (C) the aggregate discounted amount actually paid in cash by the Borrower Purchasing Parties in connection with all Discounted Voluntary Prepayments pursuant to Section 2.05(a)(iii) and all Discounted Voluntary Prepayments (as defined in the Second Lien Credit Agreement) of the Second Lien Loans pursuant to Section 2.05(a)(iii) of the Second Lien Credit Agreement (in the case of clauses (B) and (C) , to the extent financed with internally generated funds); provided that such percentage shall be reduced to 25% or 0% if the Total Leverage Ratio as of the last day of the prior fiscal year was less than 3.90:1.00 or 3.40:1.00, respectively.

(ii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets by the Borrower or any of its Restricted Subsidiaries permitted by Section 7.05(a) , (b) , (c) , (d) , (e) , (f) , (h) , (i) , (j) , (k) or (l)) or (y) any Casualty Event occurs, and any transaction or series of related transactions described in the foregoing clauses (x) and (y) results in the realization or receipt by the Borrower and its Restricted Subsidiaries of Net Cash Proceeds in excess of $1,000,000 (any such transaction or series of related transactions being a “ Relevant Transaction ”), then if such Relevant Transaction, together with all other Relevant Transactions occurring in the same fiscal year of the Borrower, would result in the realization or receipt by the Borrower and its Restricted Subsidiaries of aggregate Net Cash Proceeds in excess of $2,500,000, the Borrower shall, except to the extent the Borrower elects to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.05(b)(ii)(B) (which election may only be made if no Event of Default has occurred and is then continuing), prepay an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received from such Relevant Transaction within two (2) Business Days of receipt thereof by the Borrower or such Restricted Subsidiary.

(B) With respect to any Net Cash Proceeds realized or received with respect to any Disposition (other than as specifically excluded in Section 2.05(b)(ii)(A) ) or any Casualty Event, at the option of the Borrower, and so long as no Event of Default shall have occurred and be continuing, the Borrower or the applicable Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business within three hundred and sixty-five (365) days following receipt of such Net Cash Proceeds (or, if Holdings, the Borrower or the relevant Restricted Subsidiary, as applicable, has contractually committed within 365 days following receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds, 545 days following receipt of such Net Cash Proceeds); provided , however , that if any Net Cash Proceeds are no longer intended to be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to any such Net Cash Proceeds shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05 .

(iii) Upon the incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of any Specified Refinancing Debt or any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03 , the Borrower shall prepay an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Restricted Subsidiary.

(iv) Within three (3) Business Days after the entering into a Secured Cash Management Agreement that replaces a Trade L/C or Trade L/C Collateralization, the Borrower shall (A) reduce the Trade Facility Collateral Term Loan Amount and (B) prepay an aggregate principal amount of Term Loans, in each case in an amount equal to 100% of the aggregate principal amount of such Secured Cash Management Agreement, until such time as the Trade Facility Collateral Term Loan Amount is reduced to zero; it being acknowledged and agreed that the Borrower shall not be required to prepay the

Term Loans with respect to any Secured Cash Management Agreement that (x) does not replace a Trade L/C or Trade L/C Collateralization or (y) is incurred after the Trade Facility Collateral Term Loan Amount has been reduced to zero.

(v) If for any reason (i) the Total Revolving Credit Outstandings at any time exceed the aggregate Revolving Credit Commitments then in effect or (ii) the Total Revolving Credit Outstandings denominated in any Alternative Currency at any time exceed 103% of the Alternative Currency Sublimit with respect to such Alternative Currency, the Borrower shall immediately prepay Revolving Credit Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided , however , that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Commitments then in effect. Notwithstanding anything herein to the contrary, (x) if on any date the Administrative Agent shall determine in its sole discretion that, due to the fluctuations in the Spot Rate, the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Commitments, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of such excess and the Borrower shall, if the amount of such excess is 5% or more of the aggregate Revolving Credit Commitments, within three (3) Business Days of the receipt of such notice, prepay Revolving Credit Loans and/or Cash Collateralize or pay the L/C Obligations in the order and in the manner provided in this Section 2.05(b)(v) in an amount sufficient to cause such excess to not exceed 5% of the aggregate Revolving Credit Commitments and (y) if on any Revaluation Date the Administrative Agent shall determine in its sole discretion that, due to the fluctuations in the Spot Rate, the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Commitments, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of such excess and the Borrower shall, within three (3) Business Days of the receipt of such notice, prepay Revolving Credit Loans and/or Cash Collateralize or pay the L/C Obligations in the order and in the manner provided in this Section 2.05(b)(v) .

(vi) Subject to Sections 2.14(b)(ii) and 2.16 , each prepayment of Loans pursuant to this Section 2.05(b) (other than Section 2.05(b)(v) ) shall be applied pro rata among (x) the Term Facility and (y) except for any prepayments pursuant to Section 2.05(b)(iv) (which shall be applied only to the Term Facility) and unless otherwise provided in the documentation governing any Incremental First Lien Term Loans, any Incremental First Lien Term Loans (or, in the case of a Specified Refinancing Debt, to a Facility or Facilities designated by the Borrower to be refinanced with the proceeds thereof and allocated among such Facilities, as specified by the Borrower) (and within any Class of the Term Facility and the Incremental First Lien Term Loans on a pro rata basis to the applicable Lenders of such Class) and (i) in the case of the Term Facility, to the principal repayment installments thereof, first , in direct order of maturities, to the eight (8) next succeeding quarterly principal repayment installments of the Term Facility that are due pursuant to Section 2.07 , second , on a pro rata basis, to the other principal repayment installments of the Term Facility that are due pursuant to Section 2.07 (excluding the installment due on the Maturity Date of each Class of Term Loans under

the Term Facility) and, third , to the principal repayment installment of the Term Facility that is due pursuant to Section 2.07 on the Maturity Date of each Class of Term Loans under the Term Facility and (ii) in the case of each Incremental First Lien Term Loan Tranche, as set forth in the Incremental First Lien Commitments Amendment with respect to such Incremental First Lien Term Loan Tranche; and each such prepayment shall be paid to the Term Lenders and the Incremental First Lien Lenders in accordance with their respective Pro Rata Shares.

(vii) Funding Losses, Etc . All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05 . Notwithstanding any of the other provisions of Section 2.05(b) , so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurocurrency Rate Loans is required to be made under this Section 2.05(b) , other than on the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05(b) . Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with this Section 2.05(b) .

(viii) Foreign Dispositions . Notwithstanding any other provisions of this Section 2.05 , (i) to the extent that any of or all the Net Cash Proceeds of any Disposition by a Foreign Subsidiary (a “ Foreign Disposition ”) or Excess Cash Flow attributable to Foreign Subsidiaries are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Cash Proceeds or such Excess Cash Flow so affected (any such portion being “ Restricted Proceeds ”) will not be required to be applied to repay Loans at the times provided in this Section 2.05(b) but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions required by the applicable local law to permit such repatriation), and once such repatriation of any of such Restricted Proceeds is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Restricted Proceeds will be promptly (and in any event not later than two (2) Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Loans pursuant to this Section 2.05(b) and (ii) to the extent that the Borrower has determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition or Excess Cash Flow attributable to Foreign Subsidiaries would have material adverse tax cost consequences with respect to such Net Cash Proceeds or such portion of the Excess Cash Flow, as the case may be, such Net Cash Proceeds or portion of the Excess Cash Flow, as the case may be, so affected may be retained by the applicable Foreign Subsidiary, provided that, in the case

of this clause (ii) , on or before the date on which any such Net Cash Proceeds or portion of Excess Cash Flow, as the case may be, so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to Section 2.05(b) , the Borrower applies an amount equal to such Net Cash Proceeds or such portion of Excess Cash Flow, as the case may be, to such reinvestments or prepayments, as applicable, as if such Net Cash Proceeds or such portion of the Excess Cash Flow, as the case may be, had been received by the Borrower rather than such Foreign Subsidiary, less, in the case of such Net Cash Proceeds only, the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds had been repatriated.

(ix) If there are no Declining Lenders pursuant to Section 2.05(c) in connection with any prepayment of any Class of Term Loans pursuant to this Section 2.05(b) , such prepayment shall be applied first to Base Rate Loans to the full extent thereof before application to Eurocurrency Rate Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 3.05 .

With respect to any prepayment of the Term Facility and the Incremental First Lien Term Loans pursuant to Section 2.05(b) (other than prepayments pursuant to Section 2.05(b)(iii) ), any Term Lender or Incremental First Lien Lender, at its option, may elect not to accept such prepayment; provided , for the avoidance of doubt, that no such Term Lender or Incremental First Lien Lender may elect to accept a partial prepayment. Upon receipt by the Administrative Agent of any such prepayment of the Term Facility and the Incremental First Lien Term Loans, the amount of the prepayment that is available to prepay the Term Loans and the Incremental First Lien Term Loans (the “ Prepayment Amount ”) shall be deposited in a Cash Collateral Account on terms reasonably satisfactory to the Administrative Agent and the Borrower, pending application of such amount on the Prepayment Date as set forth below and promptly after the date of such receipt, the Administrative Agent shall notify the Term Lenders and the Incremental First Lien Lenders of the amount available to prepay the Term Loans and the Incremental First Lien Lenders and the date on which such prepayment shall be made (the “ Prepayment Date ”), which date shall be ten (10) Business Days after the date of such receipt. Any Lender declining such prepayment (a “ Declining Lender ”) shall give written notice to the Administrative Agent by 11:00 a.m. (New York Time) on the Business Day immediately preceding the Prepayment Date. On the Prepayment Date, an amount equal to that portion of the Prepayment Amount accepted by the Term Lenders and the Incremental First Lien Lenders other than the Declining Lenders (such Lenders being the “ Accepting Lenders ”) to prepay Term Loans and the Incremental First Lien Lenders owing to such Accepting Lenders shall be withdrawn from the applicable Cash Collateral Account and applied ratably to prepay Term Loans and Incremental First Lien Term Loans owing to such Accepting Lenders in the manner described in Section 2.05(b) for such prepayment. Any amounts that would otherwise have been applied to prepay Term Loans or Incremental First Lien Term Loans owing to Declining Lenders (x) shall instead be made available for any mandatory prepayment of the Second Lien Loans (or any Specified Second Lien Refinancing Debt) that may be required at such time pursuant to Section 2.05(b) of the Second Lien Credit Agreement (or comparable documentation governing any Specified Second Lien Refinancing Debt) and (y) to the extent declined by the lenders under the

Second Lien Credit Agreement (and any Specified Second Lien Refinancing Debt), together with the amounts that would otherwise have been applied to prepay Term Loans owing to Declining Lenders but were required to be made available for any mandatory prepayment of the Second Lien Loans (or any Specified Second Lien Refinancing Debt), shall instead be retained by the Borrower (such amounts, “ Declined Amounts ”).

(d) Prepayment Premium . (x) Any optional prepayment of any portion of the outstanding Term Loans made pursuant to Section 2.05(a)(i) in connection with a Repricing Transaction (including any mandatory assignment pursuant to Section 3.07 in connection therewith) and (y) any prepayment of Term Loans pursuant to Section 2.05(b)(iii) in connection with a Repricing Transaction or any amendment to this Agreement in connection with a Repricing Transaction (in each case including any mandatory assignment pursuant to Section 3.07 in connection therewith), in each case of clause (x) and clause (y) on or prior to the date that is six months following the Closing Date shall be subject to a premium equal to the principal amount of Term Loans subject to such prepayment or the principal amount of Term Loans affected by such amendment (or mandatorily assigned in connection therewith), as applicable, multiplied by 1%. Any prepayment of all or any portion of the outstanding Term Loans on or after the date that is six months following the Closing Date shall not be subject to a premium.

2.06 Termination or Reduction of Commitments .

(a) Optional . The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative Currency, or from time to time permanently reduce the unused portions of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative Currency; provided that (i) any such notice shall be received by the Administrative Agent five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Alternative Currency Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account of the applicable Lenders, on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

(b) Mandatory .

(i) The aggregate Term Commitments shall be automatically and permanently reduced to zero after the making of the Term Borrowing, if any, on the Closing Date.

(ii) The Letter of Credit Sublimit and the Alternative Currency Sublimit with respect to each Alternative Currency shall automatically be reduced proportionately to any reduction or termination of unused Revolving Credit Commitments under this Section 2.06 , unless otherwise requested by the Borrower and consented to by (A) in the case of the Letter of Credit Sublimit, the Administrative Agent and each L/C Issuer or (B) in the case of the Alternative Currency Sublimit, the Administrative Agent, each L/C Issuer and the Required Revolving Lenders.

(iii) The aggregate Revolving Credit Commitments in respect of each Class under the Revolving Credit Facility shall be automatically and permanently reduced to zero on the Maturity Date for such Class under the Revolving Credit Facility.

(c) Application of Commitment Reductions; Payment of Fees . The Administrative Agent will promptly notify the Lenders of any termination or reduction of unused portions of the Term Commitments, the Letter of Credit Sublimit or the Alternative Currency Sublimit with respect to any Alternative Currency or the unused Revolving Credit Commitment under this Section 2.06 . Upon any reduction of unused Commitments under a Facility, the Commitment of each Lender under such Facility shall be reduced by such Lender’s Pro Rata Share of the amount by which such Facility is reduced (other than the termination of the Commitment of any Lender as provided in Section 3.07 ). All facility fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

2.07 Repayment of Loans .

(a) Term Loans . The Borrower shall repay to the Administrative Agent for the ratable account of the Term Lenders the aggregate principal amount of all Term Loans outstanding in consecutive quarterly installments as follows (which installments shall, to the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06 , or be increased as a result of any increase in the amount of Term Loans pursuant to Section 2.14 (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth below for the Term Loans made as of the Closing Date), with each such installment due and payable on each date set forth below (or, if such day is not a Business Day, on the immediately preceding Business Day):

Date	Term Loan Principal Amortization Payment
3/31/2014	$	1,262,500
6/30/2014	$	1,262,500
9/30/2014	$	1,262,500

Date	Term Loan Principal Amortization Payment
12/31/2014	$	1,262,500
3/31/2015	$	1,262,500
6/30/2015	$	1,262,500
9/30/2015	$	1,262,500
12/31/2015	$	1,262,500
3/31/2016	$	1,262,500
6/30/2016	$	1,262,500
9/30/2016	$	1,262,500
12/31/2016	$	1,262,500
3/31/2017	$	1,262,500
6/30/2017	$	1,262,500
9/30/2017	$	1,262,500
12/31/2017	$	1,262,500
3/31/2018	$	1,262,500
6/30/2018	$	1,262,500
9/30/2018	$	1,262,500
12/31/2018	$	1,262,500
3/31/2019	$	1,262,500
6/30/2019	$	1,262,500
9/30/2019	$	1,262,500
12/31/2019	$	1,262,500
3/31/2020	$	1,262,500
6/30/2020	$	1,262,500
9/30/2020	$	1,262,500
Maturity Date of the Term Facility	Remaining Balance

provided , however , that the final principal repayment installment of each Class of Term Loans shall be repaid on the Maturity Date for such Class of Term Loans and in any event shall be in an amount equal to the aggregate principal amount of all Term Loans of such Class outstanding on such date.

result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06 , or be increased as a result of any increase in the amount of Incremental First Lien Term Loans of such Incremental First Lien Term Loan Tranche pursuant to Section 2.14 (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth below for the Incremental First Lien Term Loans made as of the initial Incremental First Lien Commitments Effective Date with respect to such Incremental First Lien Term Loan Tranche).

(c) Revolving Credit Loans . The Borrower shall repay to the applicable Revolving Credit Lenders on the Maturity Date for each Class of Revolving Credit Loans under the Revolving Credit Facility the aggregate principal amount of all Revolving Credit Loans of such Class outstanding on such date.

2.08 Interest .

(a) Subject to the provisions of Section 2.08(b) , (i) each Eurocurrency Rate Loan that is a Term Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the sum of (A) the greater of (x) the Eurocurrency Rate for such Interest Period and (y) 1.00%, plus (B) the Applicable Rate for Eurocurrency Rate Loans that are Term Loans; (ii) each Eurocurrency Rate Loan that is a Revolving Credit Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the sum of (A) the Eurocurrency Rate for such Interest Period, plus (B) the Applicable Rate for Eurocurrency Rate Loans that are Revolving Credit Loans; (iii) each Base Rate Loan that is a Term Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the sum of (A) the greater of (x) (1) 2.00% and (y) the Base Rate, plus (B) the Applicable Rate for Base Rate Loans that are Term Loans; and (iv) each Base Rate Loan that is a Revolving Credit Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the sum of (A) the Base Rate, plus (B) the Applicable Rate for Base Rate Loans that are Revolving Credit Loans.

(b) The Borrower shall pay interest on the principal amount of all overdue First Lien Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.09 Fees . In addition to certain fees with respect to Letters of Credit described in Sections 2.03(h) and (i) :

(a) Facility Fee . The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a facility fee in Dollars equal to 0.50% per annum times the aggregate amount of the Revolving Credit Commitments (the “ Facility Fee ”). The Facility Fee shall accrue at all times from the Closing Date until the Latest Maturity Date of all Classes of Revolving Credit Commitments under the Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for each Class of Revolving Credit Commitments. The Facility Fee shall be calculated quarterly in arrears.

(b) Other Fees . (i) The Borrower shall pay to the Arrangers, the Administrative Agent and the Collateral Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

(ii) The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

2.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate .

(a) All computations of interest for Base Rate Loans shall be made on the basis of a year of three hundred and sixty-five (365) or three hundred and sixty-six (366) days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a three hundred and sixty (360) day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a three hundred and sixty-five (365) day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided , that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a) , bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

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Lenders or the applicable L/C Issuer, as the case may be, an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Revolving Credit Lender or the applicable L/C Issuer, as the case may be, under Section 2.03(c)(iii) , 2.03(h) or 2.03(i) or 2.08(b) or under Article VIII . The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other First Lien Obligations hereunder.

2.11 Evidence of Indebtedness .

(a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender in the ordinary course of business. The accounts or records maintained by each Lender shall be prima facie evidence absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit the obligation of the Borrower hereunder to pay any amount owing with respect to the First Lien Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the Register, the Register shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), Class (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b) In addition to the accounts and records referred to in Section 2.11(a) , each Lender shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit. In the event of any conflict between the Register and the accounts and records of any Lender in respect of such matters, the Register shall control in the absence of manifest error.

(c) Entries made in good faith by each Lender in its account or accounts pursuant to Sections 2.11(a) and (b) , shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to such Lender under this Agreement and the other Loan Documents, absent manifest error; provided , that the failure of such Lender to make an entry, or any finding that an entry is incorrect, in such account or accounts shall not limit the obligations of the Borrower under this Agreement and the other Loan Documents.

2.12 Payments Generally; Administrative Agent’s Clawback .

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the Borrower hereunder shall be made to the Administrative Agent, in each case, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than (A) with respect to the Term Facility, any Incremental First Lien Term Commitments and any Incremental First Lien Term Loans, 2:00 p.m. (New York Time) or (B) with respect to the Revolving Credit Facility, (x) for any Revolving Credit Loans denominated in Dollars, 2:00 p.m. (New York Time) and (y) for any Revolving Credit Loans denominated in Euros, Sterling or any Alternative Currency, 8:00 a.m. (New York Time), in each case on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share in respect of the relevant Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by (i) with respect to the Term Facility, any Incremental First Lien Term Commitments and any Incremental First Lien Term Loans, the Administrative Agent after 2:00 p.m. (New York Time) or (ii) (x) for any Revolving Credit Loans denominated in Dollars, 2:00 p.m. (New York Time) or (y) for any Revolving Credit Loans denominated in Euros, Sterling or any Alternative Currency, 8:00 a.m. (New York Time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided , however , that, if such extension would cause payment of interest on or principal of Eurocurrency Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.

(b) (i) Funding by Lenders; Presumption by Administrative Agent . Unless the Administrative Agent shall have received notice from a Lender prior to (1) in the case of any Borrowing of Eurocurrency Rate Loans or Base Rate Loans that are Revolving Credit Loans, the proposed date of such Borrowing or (2) in the case of any Borrowing of Base Rate Loans that are Term Loans, 12:00 noon (New York Time) on the date of such Borrowing, in the case of each of clauses (1) and (2) , that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02 ) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (x) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate reasonably determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any reasonable administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and

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(y) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(ii) Payments by Borrower; Presumptions by Administrative Agent . Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or an L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the applicable L/C Issuer, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Appropriate Lenders or the applicable L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate reasonably determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this Section 2.12(b) shall be conclusive, absent manifest error.

(c) Failure to Satisfy Conditions Precedent . If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II , and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender on demand, without interest.

(d) Obligations of the Lenders Several . The obligations of the Lenders hereunder to make Term Loans and Revolving Credit Loans, to fund participations in Letters of Credit and to make payments pursuant to Section 9.07 are several and not joint. The failure of any Lender to make any Loan or to fund any such participation or to make any payment under Section 9.07 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or, to purchase its participation or to make its payment under Section 9.07 .

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(e) Funding Source . Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(f) Insufficient Funds . If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, L/C Borrowings, interest and fees then due hereunder, such funds shall be applied (i) first , toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second , toward payment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and L/C Borrowings then due to such parties.

(g) Unallocated Funds . If the Administrative Agent receives funds for application to the First Lien Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata Share of the sum of (a) the Outstanding Amount of all Loans outstanding at such time and (b) the Outstanding Amount of all L/C Obligations outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other First Lien Obligations then owing to such Lender.

2.13 Sharing of Payments . If, other than as expressly provided elsewhere herein (including the application of funds arising from the existence of a Defaulting Lender), any Lender shall obtain on account of the Loans made by it, or the participations in L/C Obligations, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided , however , that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09 ) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of

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participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the First Lien Obligations purchased to the same extent as though the purchasing Lender were the original owner of the First Lien Obligations purchased. For the avoidance of doubt, the provisions of this Section shall not be construed to apply to the prepayments pursuant to Section 2.05(a)(iii) , or Section 2.05(b)(iii) (out of proceeds of the Specified Refinancing Debt), the implementation of the Incremental First Lien Commitments Amendment, the application of Cash Collateral provided for in Section 2.15 or to the assignments and participations described in Section 10.07 .

2.14 Incremental First Lien Facilities .

(a) Upon written notice to the Administrative Agent (which shall promptly notify the Lenders), at any time after the Closing Date, the Borrower may request (i) one or more additional tranches of term loans (each an “ Incremental First Lien Term Commitment ” and all of them, collectively, the “ Incremental First Lien Term Commitments ”) and (ii) increases in the aggregate amount of the Revolving Credit Commitments and the Letter of Credit Sublimit (each such increase, a “ Revolving Credit Commitment Increase ”, together with the Incremental First Lien Term Commitments, the “ Incremental First Lien Commitments ”); provided that no Lender or L/C Issuer shall be required to participate in any Incremental First Lien Facility or increase in the Letter of Credit Sublimit; and provided, further that (x) after giving effect to any such addition, the aggregate amount of Incremental First Lien Commitments that have been added pursuant to this Section 2.14 (together with the aggregate amount of (i) Permitted Other First Lien Indebtedness incurred in lieu of the Incremental First Lien Facilities, (ii) Incremental Second Lien Term Loans incurred under the Second Lien Credit Agreement, (iii) Permitted Other Second Lien Indebtedness and (iv) Incremental Cash Management LC Obligations) shall not exceed (A) $100,000,000, plus (B) such additional amount that would not, after giving effect on a Pro Forma Basis to the incurrence thereof (assuming for such purposes that the entire amount of any such Revolving Credit Commitment Increase and all previous Revolving Credit Commitment Increases were fully funded) cause the First Lien Leverage Ratio (without netting the cash and Cash Equivalents constituting proceeds of the applicable Incremental First Lien Facilities) as at the end of the most recently ended fiscal quarter of the Borrower for which financial statements are available to exceed 3.80:1.00 and (y) any such addition shall be in an aggregate amount of not less than $20,000,000 or any whole multiple of $1,000,000 in excess thereof. The Borrower may incur Incremental First Lien Commitments pursuant to either clause (A) or clause (B) of the second proviso of the immediately preceding sentence and shall not be obligated to initially incur Incremental First Lien Commitments pursuant to clause (A) prior to incurring any Incremental First Lien Commitments pursuant to clause (B) ; provided , however , that (x) to the extent the Borrower incurs Incremental First Lien Commitments on any Incremental First Lien Commitments Effective Date pursuant to clause (B) , the Borrower may not in addition rely on clause (A) for the incurrence of such Incremental First Lien Commitments on such Incremental First Lien Commitments Effective Date and (y) any Incremental Cash Management LC

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Obligations shall be incurred solely pursuant to clause (A) . Any loans made in respect of any Revolving Credit Commitment Increase shall be made by increasing the aggregate Revolving Credit Commitments with the same terms (including pricing) as the existing Revolving Credit Loans. Any loans made in respect of any such Incremental First Lien Term Commitments (the “ Incremental First Lien Term Loans ” and, together with any Revolving Credit Commitment Increase, the “ Incremental First Lien Facilities ”) may be made, at the option of the Borrower, by either (i) increasing the Term Commitments with the same terms (including pricing) as the existing Term Loans, in which case such Incremental First Lien Term Loans shall constitute Term Loans for all purposes hereunder and under the other Loan Documents or (ii) creating a new tranche of term loans (an “ Incremental First Lien Term Loan Tranche ”). The Incremental First Lien Facilities shall rank either pari passu or junior (as elected by the Borrower in its sole discretion) in right of payment and in respect of lien priority as to the Collateral with the Revolving Credit Commitments and the outstanding Term Loans. The proceeds of the Incremental First Lien Facilities shall be used for working capital, capital expenditures and other general corporate purposes (including any actions permitted by Article VII , including permitted Restricted Payments) of the Borrower and its Restricted Subsidiaries.

(b) The Incremental First Lien Term Loans comprising each Incremental First Lien Term Loan Tranche:

(i) shall have a maturity date that is not prior to the Latest Maturity Date of all Classes of Term Loans then in effect and will have a Weighted Average Life to Maturity that is not shorter than that of the Term Loans;

(ii) shall share ratably (and may not share more than ratably) in any prepayments of the Term Facility (unless the Incremental First Lien Lenders with respect to such Incremental First Lien Term Loans agree to receive prepayments after the prepayments of the Term Facility or any other Incremental First Lien Term Loans);

(iii) except as set forth in subsection (a) above and this subsection (b) with respect to prepayment events, maturity date, interest rate, yield, fees and original issue discounts and except with respect to the amortization schedule for the Incremental First Lien Term Loans and the permitted use of proceeds thereof, shall have terms substantially the same terms as (and in any event no more favorable than) the outstanding Term Loans (and to the extent materially differing from the terms of the outstanding Term Loans, shall be reasonably satisfactory to the Administrative Agent); provided that if the initial yield (as determined by the Administrative Agent as set forth below) on any Incremental First Lien Term Loan Tranche incurred on or prior to the date that is 18 months following the Closing Date exceeds by more than 50 basis points (the amount of such excess above 50 basis points being herein referred to as the “ Yield Differential ”) the yield then in effect for outstanding Term Loans (such yield, in the case of each of such Incremental First Lien Term Loan Tranche and the Term Loans, for purposes of this proviso being deemed to include all upfront or similar fees or original issue discount paid by the Borrower generally to the Lenders who provide such Incremental First Lien Term Loan Tranche or to the Lenders who provided the outstanding Term Loans in the primary syndication thereof based on an assumed four-year life to maturity), then the Applicable

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Rate then in effect for outstanding Term Loans shall automatically be increased by the Yield Differential, effective upon the making of the Incremental First Lien Term Loans under the Incremental First Lien Term Loan Tranche.

For purposes of clause (iii) above, the initial yield on any Incremental First Lien Term Loan Tranche shall be determined by the Administrative Agent to be equal to the sum of (x) the interest rate margin for loans under the Incremental First Lien Term Loan Tranche that bear interest based on the Eurocurrency Rate (for the avoidance of doubt, including the Eurocurrency Rate and the margin or spread) and (y) if the Incremental First Lien Term Loan Tranche is originally advanced at a discount or the Lenders making the same receive a fee directly or indirectly from Holdings or the Borrower for doing so (the amount of such discount or fee, expressed as a percentage of the Incremental First Lien Term Loan Tranche, being referred to herein as “ OID ”), the amount of such OID divided by the lesser of (A) the average life to maturity of the Incremental First Lien Term Loan Tranche and (B) four); provided that for purposes of clause (x) above, if the lowest permissible Eurocurrency Rate applicable to such Incremental First Lien Term Loan Tranche is greater than 1.00% or the lowest permissible Base Rate applicable to such Incremental First Lien Term Loan Tranche is greater than 2.00%, the difference between such “floor” and 1.00%, in the case of Incremental First Lien Term Loans that are Eurocurrency Rate Loans, and 2.00%, in the case of Incremental First Lien Term Loans that are Base Rate Loans, shall be equated to interest rate margin for purposes of determining whether an increase to the interest rate margin under the existing Term Facility shall be required, to the extent an increase in the interest rate floor in the existing Term Facility would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the interest rate margin) applicable to the existing Term Facility shall be increased to the extent of such differential between interest rate floors.

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to such Lender or Incremental First Lien Lender, as the case may be. No Lender shall be obligated to provide any Incremental First Lien Term Loans or Revolving Credit Commitment Increases, in each case, unless it so agrees. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to provide an Incremental First Lien Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase (which shall be calculated on the basis of the amount of the funded and unfunded exposure under all the Facilities held by each Lender). Any Lender not responding within such time period shall be deemed to have declined to provide an Incremental First Lien Commitment. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Term Lenders pursuant to an accession agreement in form and substance reasonably satisfactory to the Administrative Agent.

(d) Commitments in respect of any Incremental First Lien Commitments shall become Commitments (or in the case of any Revolving Credit Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Revolving Credit Lender’s Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “ Incremental First Lien Commitments Amendment ”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender, as the case may be agreeing to provide such Commitment, if any, each Incremental First Lien Lender, if any, and the Administrative Agent. An Incremental First Lien Commitments Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section.

(e) If any Incremental First Lien Commitments are added in accordance with this Section 2.14 , the Administrative Agent and the Borrower shall determine the effective date (the “ Incremental First Lien Commitments Effective Date ”) and the final allocation of such addition. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such addition and the Incremental First Lien Commitments Effective Date.

(f) The effectiveness of any Incremental First Lien Commitments Amendment shall, unless otherwise agreed to by the Administrative Agent, each Lender party thereto, if any, and the Incremental First Lien Lenders, if any, with respect to the conditions set forth in clauses (ii)(A) and (ii)(C) below as set forth in the last paragraph of this clause (f) , be subject to the satisfaction on the date thereof of each of the following conditions:

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Commitments Amendment and either certified copies of the Organization Documents of each Loan Party or a certification by a Responsible Officer of each Loan Party that there have been no changes to the Organization Documents of such Loan Party since the Closing Date; (C) to the extent requested by the Administrative Agent, a Mortgage modification or a new Mortgage with respect to each Mortgaged Property and the related documents, agreements and instruments (including legal opinions) set forth in Sections 6.12(b)(iii) and 6.12(b)(iv) , which Mortgage modification, new Mortgage and related documents, agreements and instruments (including legal opinions) may, if agreed to by the Administrative Agent in its sole discretion, be delivered within sixty (60) days of the date of effectiveness of the applicable Incremental First Lien Commitments Amendment (or such longer period as agreed to by the Administrative Agent in its sole discretion); and (D) a favorable opinion of counsel for the Loan Parties dated the Incremental First Lien Commitments Effective Date, to the extent requested by the Administrative Agent, addressed to the Administrative Agent, the Collateral Agent and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent;

(ii) (A) the conditions precedent set forth in Section 4.02 shall have been satisfied both before and after giving effect to such Incremental First Lien Commitments Amendment and the additional credit extensions provided thereby, (B) such increase shall be made on the terms and conditions provided for above, and (C) both at the time of any request for Incremental First Lien Commitments and upon the effectiveness of any Incremental First Lien Commitments Amendment, no Default or Event of Default shall exist and at the time that any such Incremental Loan is made (and after giving effect thereto) no Default or Event of Default shall exist; and

(iii) there shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Lenders (including any Person becoming a Lender as part of such Incremental First Lien Commitments Amendment on the related Incremental First Lien Commitments Effective Date), as applicable, all fees and, to the extent required by Section 10.04 , expenses (including reasonable out-of-pocket fees, charges and disbursements of counsel) that are due and payable on or before the Incremental First Lien Commitments Effective Date.

If the proceeds of any Incremental First Lien Facility will be used to consummate a Permitted Acquisition and the terms of the definitive acquisition agreement (the “ Subject Acquisition Agreement ”) in respect thereof so require, (x) the condition that, at the time of any request for Incremental First Lien Commitments and upon the effectiveness of any Incremental First Lien Commitments Amendment and at the time that any such Incremental Loan is made (and after giving effect thereto), no Default or Event of Default shall exist, shall be limited to no Event of Default under Section 8.01(a) , 8.01(f) or 8.01(g) shall exist and (y) the condition that the representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) at the time that any such Incremental Loan is made (and after giving effect thereto), shall be limited to the accuracy of the representations and warranties that would constitute Specified Representations and the equivalent representations in the Subject Acquisition Agreement.

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(g) On each Incremental First Lien Commitments Effective Date, each Lender or Eligible Assignee which is providing an Incremental First Lien Commitment (i) shall become a “Lender” for all purposes of this Agreement and the other Loan Documents, (ii) shall have an Incremental First Lien Commitment which shall become a “Commitment” hereunder and (iii) in the case of an Incremental First Lien Term Commitment, shall make an Incremental First Lien Term Loan to the Borrower in a principal amount equal to such Incremental First Lien Term Commitment, and such Incremental First Lien Term Loan shall be a “Term Loan” for all purposes of this Agreement and the other Loan Documents (except that the interest rate applicable to any Incremental First Lien Term Loan under an Incremental First Lien Term Loan Tranche may be higher or lower).

(h) Upon each Revolving Credit Commitment Increase pursuant to this Section, (i) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental First Lien Lender, if any, in each case providing a portion of such Revolving Credit Commitment Increase (each a “ Revolving Credit Commitment Increase Lender ”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participation interests hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participation interests, the percentage of the aggregate outstanding participation interests hereunder in Letters of Credit held by each Revolving Credit Lender (including each such Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Percentage and (ii) if, on the date of such Revolving Credit Commitment Increase, there are any Revolving Credit Loans outstanding, the Administrative Agent shall take those steps which it deems, in its sole discretion and in consultation with the Borrower, necessary and appropriate to result in each Revolving Credit Lender (including each Revolving Credit Commitment Increase Lender) having a pro-rata share of the outstanding Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Commitment Percentage immediately after giving effect to such Revolving Credit Commitment Increase, provided that any prepayment made in connection with the taking of any such steps shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05 . The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere in this Agreement shall not apply to any transaction that may be effected pursuant to the immediately preceding sentence.

(i) This Section 2.14 shall supersede any provision of Section 2.13 or Section 10.01 to the contrary; provided that, notwithstanding the foregoing, any Affiliated Lender providing any Incremental First Lien Term Commitments or Incremental First Lien Term Loans pursuant to this Section 2.14 shall be subject to the restrictions with respect to Affiliated Lenders set forth in clauses (i) and (j) of Section 10.07 .

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2.15 Cash Collateral .

(a) Upon the request of the Administrative Agent or the applicable L/C Issuer (i) if the applicable L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent or the applicable L/C Issuer, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender).

(b) All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at the Administrative Agent or a financial institution selected by the Administrative Agent. The Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, each applicable L/C Issuer and the Lenders, and agrees to maintain, a first priority security interest in all such Cash Collateral (including cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing) as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.15(c) . If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the Borrower or the relevant Defaulting Lender will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency.

(c) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.15 or Sections 2.05 , 2.06 , 2.16 or 8.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.

(d) Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.07(b)(viii) )) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided , however , that (x) Cash Collateral furnished by or on behalf of the Borrower shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section 2.15 may be otherwise applied in accordance with Section 8.04 ), and (y) subject to Section 2.16 , the Person providing Cash Collateral and the

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applicable L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

2.16 Defaulting Lenders . (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i) that Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definitions of “Required Lenders,” “Required Revolving Lenders” and “Required Term Lenders” in Section 1.01 and in Section 10.01 ;

(ii) any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first , to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second , to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer or hereunder; third , to Cash Collateralize the L/C Issuers’ fronting exposure with respect to such Defaulting Lender in accordance with Section 2.15 ; fourth , as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth , if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuers’ future fronting exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.15 ; sixth , to the payment of any amounts owing to the Lenders or the L/C Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh , so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth , to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans or L/C Borrowings were made were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Borrowings are held by the

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Lenders pro rata in accordance with the Commitments under the applicable Facility without giving effect to Section 2.16(a)(iv) . Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto;

(iii) that Defaulting Lender (x) shall not be entitled to receive any Facility Fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit Fees as provided in Section 2.03(h) ; and

(iv) during any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit pursuant to Sections 2.03 , the “Pro Rata Share” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender.

(b) If the Borrower, the Administrative Agent and the L/C Issuers agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Committed Loans and funded and unfunded participations in Letters of Credit to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Shares (without giving effect to Section 2.16(a)(iv) ), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided , further , that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

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Defaulting Lender shall not participate therein except to the extent such Defaulting Lender’s participation has been or will be fully Cash Collateralized in accordance with Section 2.15 .

ARTICLE III

TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY

3.01 Taxes .

(a) Any and all payments by or on account of any obligation of the Borrower or any other Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Taxes; provided that, if any Indemnified Taxes or Other Taxes are required by applicable law (as determined in the good faith discretion of an applicable Withholding Agent) to be deducted from such payments, then (i) the sum payable by the Borrower or such Loan Party shall be increased as necessary so that after all required deductions of Indemnified Taxes or Other Taxes (including any such deductions applicable to additional sums payable under this Section 3.01 ) each Agent and Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the applicable Withholding Agent shall make such deductions and (iii) the applicable Withholding Agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. For purposes of this Section 3.01 , the term “Lender” shall include each L/C Issuer .

(b) In addition, the Loan Parties shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law, except for Other Taxes resulting from an assignment by any Lender pursuant to Section 10.07 , which assignment is not at the request of the Borrower pursuant to Section 3.07 .

(c) The Loan Parties shall, jointly and severally, indemnify each Agent and Lender, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes paid or payable by such Agent or Lender, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower or any other Loan Party hereunder or under any other Loan Document and any Other Taxes paid or payable by such Agent or Lender (including Indemnified Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01 ) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate setting forth in reasonable detail the basis and the calculation of the amount of such liability delivered to the Borrower by a Lender or Agent, or by the Administrative Agent on behalf of itself or a Lender or Agent, shall be conclusive absent manifest error.

(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower or any other Loan Party to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

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(e) If any Lender or Agent determines, in its sole discretion exercised in good faith, that it has received a refund of any Indemnified Taxes or Other Taxes as to which indemnification or additional amounts have been paid to it by the Borrower pursuant to this Section 3.01 , it shall promptly remit such refund (without interest, other than any interest paid by the relevant taxation authority with respect to such refund) to the Borrower (but only to the extent of indemnity payments made or additional amounts paid under this Section 3.01 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Lender or Agent, as the case may be; provided , however , that the Borrower, upon the request of the Lender or Agent, as the case may be, agrees promptly to return such refund to such party (plus any penalties, interest or other charges imposed by the relevant taxation authority) in the event such party is required to repay such refund to the relevant taxing authority. Such Lender or Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant taxing authority ( provided , that such Lender or Agent may delete any information therein that such Lender or Agent deems confidential). Notwithstanding anything to the contrary in this Section 3.01(e) , in no event will any Lender or Agent be required to pay any amount to the Borrower pursuant to this Section 3.01(e) the payment of which would place such Lender or Agent in a less favorable net after-tax position than it would have been in if the Indemnified Tax or Other Tax giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect thereto had never been paid. Nothing herein contained shall interfere with the right of a Lender or Agent to arrange its tax affairs in whatever manner it thinks fit or oblige any Lender or Agent to claim any tax refund or to disclose any information relating to its tax affairs or any computations in respect thereof or require any Lender or Agent to do anything that would prejudice its ability to benefit from any other refunds, credits, reliefs, remissions or repayments to which it may be entitled.

(f) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 3.01(a) or (c) with respect to such Lender it will, if requested by the Borrower, use commercially reasonable efforts (subject to such Lender’s overall internal policies of general application and legal and regulatory restrictions) to avoid or reduce to the greatest extent possible any indemnification or additional amounts due under this Section 3.01 , which may include the designation of another Lending Office for any Loan or Letter of Credit affected by such event; provided , that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no material economic, legal or regulatory disadvantage, and provided , further , that nothing in this Section 3.01(f) shall affect or postpone any of the First Lien Obligations of the Borrower or the rights of such Lender pursuant to Sections 3.01(a) and (c) .

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In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(g)(ii) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Each Foreign Lender shall, to the extent it is legally able to do so, furnish to the Borrower and the Administrative Agent, on or prior to the date it becomes a party to this Agreement, two accurate and complete originally executed copies of (i) IRS Form W-8BEN (or successor form) certifying exemption from or a reduction in the rate of United States federal withholding tax under an applicable treaty to which the United States is a party, (ii) IRS Form W-8ECI (or successor form) certifying that the income receivable pursuant to the Loan Documents is effectively connected with the conduct of a trade or business in the United States, (iii) IRS Form W-8EXP or W-8IMY (or successor form), together with required attachments, certifying exemption from or reduction in the rate of United States federal withholding tax, or (iv) in the case of a Foreign Lender claiming exemption from United States federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” IRS Form W-8BEN (or successor form) together with a statement substantially in the form of Exhibit N . Each Foreign Lender shall, to the extent it is legally able to do so, deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Foreign Lender. In addition, each Foreign Lender shall promptly notify the Borrower and the Administrative Agent at any time it determines that it is no longer in a position to provide any previously delivered form (or any other form of certification adopted by the United States taxing authorities for such purpose). Solely for purposes of this Section 3.01(g) , the term “Foreign Lender” shall include any Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code.

(iii) Any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made.

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party to this Agreement, two accurate and complete originally executed copies of IRS Form W-9 (or successor form) establishing that such Lender or Agent is not subject to United States backup withholding tax.

(i) If a payment made to a Lender under any Loan Document would be subject to United States federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 3.01(i) , “FATCA” shall include any amendments made to FATCA after the Closing Date.

(j) Each party’s obligations under this Section 3.01 shall survive the termination of the Aggregate Commitments, repayment of all other First Lien Obligations hereunder and the resignation of the Administrative Agent. For purposes of this Section 3.01 and Section 9.01, the term “applicable law” includes FATCA.

3.02 Illegality . If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurocurrency Rate, or to determine or charge interest rates based upon the Eurocurrency Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurocurrency Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurocurrency Rate, the Administrative Agent shall during the period of such suspension

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compute the Base Rate applicable to such Lender without reference to the Eurocurrency Rate component thereof until the Administrative is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurocurrency Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be disadvantageous to such Lender.

3.03 Inability to Determine Rates . If the Required Lenders determine that for any reason in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation of any of the foregoing that (a) deposits (whether in Dollars, Euros, Sterling or an Alternative Currency) are not being offered to banks in the European interbank market, the London interbank Eurocurrency market or other offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars, Euros, Sterling or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan, or (c) the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in the affected currency or currencies shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revoke such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans in the affected currency or currencies or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

3.04 Increased Cost and Reduced Return; Capital Adequacy .

(a) If any Lender determines that as a result of the introduction of or any Change in Law, in each case after the Closing Date, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Loan the interest on which is determined by reference to the Eurocurrency Rate or (as the case may be) (in the case of any Change in Law with respect to Taxes, any Loan) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.04(a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes imposed on or with respect to any payment made by or on account of any Loan Party under any Loan Document and Other Taxes (as to which Section 3.01 shall govern), (ii) Excluded Taxes (other than clause (a)(ii) of the definition of Excluded Taxes) and (iii) reserve requirements reflected in the Eurocurrency Rate ) , then from time to time upon demand of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in

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accordance with Section 3.06 ), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction.

(b) If any Lender or L/C Issuer determines that any Change in Law affecting such Lender or L/C Issuer or any lending office of such Lender or such Lender’s or L/C Issuer’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on the capital of, or increasing the liquidity required to be maintained by, such Lender or L/C Issuer or any holding company of such Lender or L/C Issuer, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by any L/C Issuer, to a level below that which such Lender or L/C Issuer or such Lender’s or L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or L/C Issuer’s policies and the policies of such Lender’s or L/C Issuer’s holding company with respect to capital adequacy or liquidity), then from time to time the Borrower will pay to such Lender or L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or L/C Issuer or such Lender’s or L/C Issuer’s holding company for any such reduction or increase suffered.

(c) The Borrower shall not be required to compensate a Lender pursuant to Section 3.04(a) or (b) for any such increased cost or reduction incurred more than one hundred and eighty (180) days prior to the date that such Lender demands, or notifies the Borrower of its intention to demand, compensation therefor; provided , that, if the circumstance giving rise to such increased cost or reduction is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

3.05 Funding Losses . Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any assignment pursuant to Section 3.07 , continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or

(b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower;

including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.

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European interbank market, the London interbank Eurocurrency market or other offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Loan was in fact so funded.

3.06 Matters Applicable to All Requests for Compensation

(a) A certificate of any Agent or any Lender claiming compensation under this Article III and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Agent or such Lender may use any reasonable averaging and attribution methods.

(b) With respect to any Lender’s claim for compensation under Section 3.02 , 3.03 or 3.04 , the Borrower shall not be required to compensate such Lender for any amount incurred more than one hundred and eighty (180) days prior to the date that such Lender notifies the Borrower of the event that gives rise to such claim; provided , that, if the circumstance giving rise to such increased cost or reduction is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. If any Lender requests compensation by the Borrower under Section 3.04 , the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue from one Interest Period to another Eurocurrency Rate Loans, or to convert Base Rate Loans into Eurocurrency Rate Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(c) shall be applicable); provided , that such suspension shall not affect the right of such Lender to receive the compensation so requested.

(c) If the obligation of any Lender to make or continue from one Interest Period to another any Eurocurrency Rate Loan, or to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s Eurocurrency Rate Loans shall be automatically converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for such Eurocurrency Rate Loans (or, in the case of an immediate conversion required by Section 3.02 , on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 3.02, 3.03 or 3.04 hereof that gave rise to such conversion no longer exist:

(i) to the extent that such Lender’s Eurocurrency Rate Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s Eurocurrency Rate Loans shall be applied instead to its Base Rate Loans; and

(ii) all Loans that would otherwise be made or continued from one Interest Period to another by such Lender as Eurocurrency Rate Loans shall be made or continued instead as Base Rate Loans, and all Base Rate Loans of such Lender that would otherwise be converted into Eurocurrency Rate Loans shall remain as Base Rate Loans.

(d) If any Lender gives notice to the Borrower (with a copy to the Agent) that the circumstances specified in Section 3.02 , 3.03 or 3.04 hereof that gave rise to the

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conversion of such Lender’s Eurocurrency Rate Loans pursuant to this Section 3.06 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurocurrency Rate Loans made by other Lenders are outstanding, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurocurrency Rate Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurocurrency Rate Loans and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Commitments.

3.07 Replacement of Lenders under Certain Circumstances

(a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.04 as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.02 or 3.03 , (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a “Non-Consenting Lender” (as defined below in this Section 3.07 ), then the Borrower may, at its sole expense and effort, on five (5) Business Days’ prior written notice to the Administrative Agent and such Lender (or such lesser time as may be agreed by the Administrative Agent), replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement to one or more Eligible Assignees; provided that (A) neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person, (B) such replaced Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Sections 2.05 (if applicable) and 3.05 ) in accordance with the Assignment and Assumption with respect to such assignment, (C) such assignment does not conflict with applicable Law and (D) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.

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participations so assigned shall be paid in full to such assigning Lender in accordance with such Assignment and Assumption concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender.

(c) Notwithstanding anything to the contrary contained above, (i) any Lender that acts as an L/C Issuer may not be replaced hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.09 .

(d) In the event that (i) the Borrower has requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 10.01 or all the Lenders with respect to a certain class of the Loans and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “ Non-Consenting Lender .”

3.08 Survival . All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other First Lien Obligations hereunder and resignation of the Administrative Agent.

ARTICLE IV

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01 Conditions to Initial Credit Extension . The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:

(a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and its counsel:

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(i) executed counterparts of this Agreement, a Guaranty from each Guarantor (subject to the last paragraph of this Section 4.01 ) and the Intercompany Note, as applicable;

(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;

(iii) the Security Agreement, duly executed by each Loan Party, together with (subject to the last paragraph of this Section 4.01 ):

(A) certificates (including original share certificates and/or original certificates of title) representing the Pledged Interests referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank,

(B) copies of financing statements, filed or duly prepared for filing under, the Uniform Commercial Code in all jurisdictions necessary in order to perfect and protect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, and

(C) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Collateral Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent (including, without limitation, receipt of duly executed payoff letters and UCC-3 termination statements);

(iv) the Intellectual Property Security Agreement, duly executed by each Loan Party, together with (subject to the last paragraph of this Section 4.01 ) evidence that all action that the Collateral Agent in its reasonable judgment may deem reasonably necessary or desirable in order to perfect and protect the Liens created under the Intellectual Property Security Agreement has been taken;

(v) the Intercreditor Agreement, duly executed by the Loan Parties, the Collateral Agent and the Second Lien Collateral Agent;

(vi) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent or the Collateral Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect;

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(vii) such documents and certifications (including, without limitation, Organization Documents and good standing certificates) as the Administrative Agent or the Collateral Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and the Guarantors is validly existing, in good standing and qualified to engage in business (as applicable) in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect;

(viii) an opinion of Fried, Frank, Harris, Shriver & Jacobson LLP, counsel to the Loan Parties, addressed to each Agent, each L/C Issuer and each Lender, as to the matters set forth in Exhibit I;

(ix) a customary certificate, substantially in the form of Exhibit J , from the chief financial officer of Holdings, certifying that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Transactions and the other transactions contemplated hereby, are Solvent;

(x) (a) the “as reported” and “as is” financial results of the Target as held for sale for the twelve (12) months’ period ended September 30, 2013, consistent with the methodology employed in the reporting of such results as set forth in the Relevant CONSOL File Information for the period ended on June 30, 2013 and received by the Commitment Parties, and a quality of earnings report with respect to the Target for such period, consistent with the quality of earnings report with respect to the Target received by the Commitment Parties for the nine (9) months’ period ended June 30, 2013, and (b) pro forma financial information of the Target for the nine (9) months’ period ended June 30, 2013 and, if the Closing Date occurs after November 30, 2013, for the year ended September 30, 2013, in each case prepared (i) consistent with the Relevant CONSOL File Information referred to in the foregoing clause (a) , (ii) after giving effect to the Transactions and (iii) with no reconciliation to IFRS or GAAP;

(xi) a Committed Loan Notice and/or Letter of Credit Application, as applicable, relating to the initial Credit Extension;

(xii) a certificate, dated as of the Closing Date, duly executed by of a Responsible Officer of Holdings certifying that the conditions precedent set forth in Sections 4.01(d) , 4.01(e) , 4.01(i) and 4.01(j) have been satisfied as of the Closing Date; and

(xiii) evidence that the Second Lien Loan Documents shall have been executed and delivered by all of the Persons stated to be party thereto in their respective forms then most recently delivered to the Administrative Agent, and evidence that the “Closing Date” (as defined in the Second Lien Credit Agreement) will occur on the Closing Date.

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(b) Holdings and the Borrower shall have received the Equity Contribution and Other Equity in the manner described in the definition of the “Transactions”.

(c) On the Closing Date, after giving effect to the Transactions, neither Holdings nor the Borrower nor any of their Subsidiaries shall have any outstanding Indebtedness for borrowed money other than the Facilities, Second Lien Loans in an aggregate principal amount of $75,000,000 and Permitted Surviving Debt.

(d) The Acquisition shall be consummated pursuant to the Acquisition Agreement, substantially concurrently with the initial funding of the Facilities, without giving effect to any amendments thereto, waivers thereof or consents with respect thereto that are materially adverse to the Lenders in their capacity as Lenders, without the consent of each Initial Lender, such consent not to be unreasonably withheld or delayed.

(e) Between September 30, 2012 and the Closing Date, there shall not have occurred a Closing Material Adverse Effect that would result in a failure of a condition precedent to the Borrower’s obligations under the Acquisition Agreement.

(f) The Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, as is reasonably requested in writing by the Administrative Agent at least ten (10) Business Days prior to the Closing Date.

(g) All fees and expenses required to be paid on the Closing Date shall have been paid in full in cash from the proceeds of the initial funding under the Facilities.

(h) All actions necessary to establish that the Collateral Agent will have a perfected first priority security interest (subject to liens permitted by Section 7.01 ) in the Collateral shall have been taken, in each case, to the extent such Collateral (including the creation or perfection of any security interest) is required to be provided on the Closing Date pursuant to the last paragraph of this Section 4.01 .

(i) The representations made by or with respect to the Target, its subsidiaries and their respective businesses in the Acquisition Agreement that are material to the interests of the Lenders, but only to the extent that the Borrower has the right to terminate its obligations under the Acquisition Agreement or to decline to consummate the Acquisition as a result of a breach of such representations in the Acquisition Agreement, shall be true and correct in all material respects as of the Closing Date (except in the case of any such representation and warranty 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); provided that any such representation or warranty qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification shall

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be true and correct in all respects (after giving effect to any such qualification of materiality).

(j) The Specified Representations shall be true and correct in all material respects as of the Closing Date (except in the case of any such representation and warranty 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); provided that any such representation or warranty qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification shall be true and correct in all respects (after giving effect to any such qualification of materiality).

(k) The Administrative Agent shall have received the results of a recent Lien and judgment search in each relevant jurisdiction with respect to the Loan Parties, and such search shall reveal no Liens on any of the assets of the Loan Parties except, in the case of assets other than Pledged Interests, for Liens permitted under Section 7.01 .

Without limiting the generality of the provisions of Section 9.03 , for purposes of determining compliance with the conditions specified in this Section 4.01 , each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender, unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Notwithstanding anything herein to the contrary, it is understood that (x) to the extent any Lien search or Collateral (including the creation or perfection of any security interest) is not or cannot be provided on the Closing Date (other than (i) customary Uniform Commercial Code Lien searches with respect to Holdings, the Borrower and the Subsidiary Guarantors, in each case, in its jurisdiction of organization, (ii) execution and delivery of a customary personal property security agreement, (iii) the perfection of Liens on Collateral that may be perfected by the filing of financing statements under the Uniform Commercial Code or by intellectual property filings with the United States Patent and Trademark Office or the United States Copyright Office and (iv) the pledge and perfection of security interests in the capital stock or other Equity Interests of the Borrower and its Restricted Subsidiaries with respect to which a Lien may be perfected by the delivery of a stock or equivalent certificate) after Holdings’ and the Borrower’s use of commercially reasonable efforts to do so without undue burden or expense, then the provision of any such Lien search and/or Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date, but may instead be provided within ninety (90) days after the Closing Date, subject to such extensions as are reasonably agreed by the Collateral Agent pursuant to arrangements to be mutually agreed between the Collateral Agent and the Borrower and (y) to the extent any Guarantee of any Subsidiary Guarantor cannot be provided as a condition precedent to the availability of the Facilities on the Closing Date because the directors or managers of such Subsidiary Guarantor have not authorized such Guarantee and the election of new directors or managers to authorize such Guarantee has not taken place prior to the funding of the Facilities (such Guarantee, a “ Duly Authorized Guarantee ”), such election shall take place and such Duly Authorized Guarantee shall be provided no later than 5:00 p.m., New York Time, on the Closing Date (it being understood that, notwithstanding the foregoing,

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the execution of all such Guarantees shall be a condition to the availability of the Facilities on the Closing Date; provided , however , that the release of such executed Guarantees shall not be a condition to the availability of the Facilities on the Closing Date).

4.02 Conditions to All Credit Extensions . The obligation of each Lender to honor any Request for Credit Extension (other than on the Closing Date and other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent:

(a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, and except that for purposes of this Section 4.02 , the representations and warranties contained in Section 5.05(a) and Sections 5.05(b) and (c) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) , respectively.

(b) No Default or Event of Default shall exist, or would result from, such proposed Credit Extension or from the application of the proceeds therefrom.

(c) The Administrative Agent and, if applicable, the applicable L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements hereof.

(d) In the event, that after giving effect to such Credit Extension, the Total Revolving Credit Outstandings (exclusive of (x) all Cash Collateralized L/C Obligations and (y) the aggregate amount available to be drawn under all Letters of Credit that have not been Cash Collateralized in an amount not exceeding 50% of the Revolving Credit Facility) at such time would exceed the Covenant Trigger Amount, then the Administrative Agent shall have received from the Borrower a certificate (with reasonably detailed calculations in support thereof) of a Responsible Officer, certifying that the Borrower would be in compliance, on a Pro Forma Basis after giving effect to such Credit Extension as if such Credit Extension had occurred as of the first day of such period, with the financial covenant set forth in Section 7.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such Credit Extension for which the financial statements and certificates required by the Sections 6.01(a) and (b) have been delivered (whether or not such covenant was in fact required to be tested at the end of such period pursuant to Section 7.11 ).

(e) With respect to any Credit Extension under the Revolving Credit Facility, the report and opinion of the independent certified public accountants with respect to the most recently delivered set of the financial statements delivered pursuant to Section 6.01(a) shall not contain a qualification, exception or explanatory note of the type described in clause (B) of Section 6.01(a) .

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Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

Each of Holdings and the Borrower represents and warrants to the Agents and the Lenders that:

5.01 Existence, Qualification and Power; Compliance with Laws . Each Loan Party and each of its Subsidiaries (a) is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification and (d) has all requisite valid and subsisting governmental licenses, authorizations, consents and approvals (“ Permits ”) to operate its business as currently conducted; except in each case referred to in clause (b)(i) (other than with respect to the Borrower), (c) or (d) , to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. There are no actions, claims or proceedings pending or to the best of the Borrower’s or any Guarantor’s knowledge, threatened in writing that seek the revocation, cancellation, suspension or modification of any of the Permits where any of the same could reasonably be expected to have a Material Adverse Effect.

5.02 Authorization; No Contravention . The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, except on the Closing Date as set forth in clause (y) of the last paragraph of Section 4.01 , and do not and will not (a) contravene the terms of any of such Person’s Organization Documents, (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than any Lien to secure the Secured Obligations pursuant to the Collateral Documents), or require any payment to be made under (i) the Second Lien Credit Agreement (or any Specified Second Lien Refinancing Debt), (ii) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (iii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except with respect to any breach or contravention or payment referred to in clause (b)(ii) and (b) (iii) , to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

5.03 Governmental Authorization; Other Consents . No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any

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Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by an Agent, an L/C issuer, any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.

5.04 Binding Effect . This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is party thereto. This Agreement and each other Loan Document constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as such enforceability may be limited by bankruptcy insolvency, reorganization, receivership, moratorium or other laws affecting creditors’ rights generally and by general principles of equity.

5.05 Financial Statements; No Material Adverse Effect .

(a) The combined financial statements of the Target as of September 30, 2013, consisting of the combined statements of financial position, the combined statements of income and the combined statements of cash flow, for the year then ended have been prepared in all material aspects in accordance with the “Basis of Preparation” as outlined in note 1 of those combined financial statements. During the period from September 30, 2013 to and including the Closing Date, there has been (i) no sale, transfer or other disposition by the Target of any material part of the business or property of the Target and (ii) no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Target, which is not reflected in the foregoing combined financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders prior to the Closing Date. The Relevant CONSOL File Information delivered pursuant to Section 4.01(a)(x) fairly presents in all material respects the reported profit and loss, net capital employed and net cash flow operating results of the Target for the periods set forth therein, excluding audit adjustments.

(b) Commencing with the financial statements required to be delivered with respect to the fiscal quarter ended on or about December 31, 2013, the unaudited consolidated financial statements of the Borrower and its consolidated Subsidiaries, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarters (i) were prepared in accordance with GAAP (subject to Section 1.03(c) ) consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its consolidated Subsidiaries as of the date thereof and their results of

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operations for the period covered thereby, subject to the absence of footnotes and to normal year-end audit adjustments.

(c) Since September 30, 2013, there has been no change, event, occurrence, event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

(d) The forecasted financial information of the Target delivered to the Lenders pursuant to Section 4.01 or 6.01 was prepared in good faith using assumptions based on information sourced from the financial records of the Target for the periods stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery and at the time of preparation of such forecasts; it being understood that actual results may vary from such forecasts and that such variations may be material.

5.06 Litigation . There are no actions, suits, proceedings, investigations, claims or disputes pending or, to the knowledge of Holdings or any of its Restricted Subsidiaries, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against Holdings or any of its Restricted Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement, any other Loan Document or, as of the Closing Date, the consummation of the Transactions, or (b) either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

5.07 No Default . Neither Holdings nor any Restricted Subsidiary of Holdings is in default under or with respect to, or a party to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.08 Ownership of Property; Liens .

(a) Each Loan Party and each of its Restricted Subsidiaries has good record and indefeasible title in fee simple to (or legal and beneficial title to, as applicable in the relevant jurisdiction), or valid leasehold interests in, all real property necessary in the ordinary conduct of its business, free and clear of all Liens except for minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and Permitted Encumbrances.

(b) Set forth on Schedule 5.08(b) hereto is a complete and accurate list of all Material Real Property owned by any Loan Party or any of its Restricted Subsidiaries, as of the Closing Date, showing as of the Closing Date the street address (to the extent available), county or other relevant jurisdiction, state and record owner.

5.09 Environmental Matters .

Except as disclosed in Schedule 5.09 or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:

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knowledge of the Borrower, (i) there are no pending investigations by any Governmental Authority regarding any such potential claims and (ii) no facts or circumstances exist that would likely be the basis for any such claim.

(b) (i) Neither Holdings nor any of its Subsidiaries has generated, used, stored, treated or transported, or caused any Environmental Release of, Hazardous Materials at any location and (ii) none of the real properties currently owned, leased or operated by Holdings or any of its Subsidiaries or, to the knowledge of the Borrower, the real properties formerly owned, leased or operated by Holdings or any of its Subsidiaries, contain any Hazardous Materials that, in the case of either (i) or (ii) above, are in amounts or concentrations or in a manner which (x) constitute a violation by Holdings or any of its Subsidiaries of, (y) require any investigation, remediation or response action under, or (z) are reasonably likely to give rise to liability against Holdings or any of its Subsidiaries under, Environmental Laws.

(c) Neither Holdings nor any of its Subsidiaries is undertaking or, to the knowledge of the Borrower, is obliged to undertake, either individually or together with other potentially responsible parties, any investigation, remediation, or response action relating to any actual or threatened Environmental Release of Hazardous Materials at any site.

5.10 Taxes . Holdings and its Subsidiaries have filed all Federal and state and other tax returns and reports required to be filed, and have paid all Federal and state and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those (a) which are not overdue by more than thirty (30) days or (b) which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP (subject to Section 1.03(c) ) or (c) with respect to which the failure to make such filing or payment could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect.

5.11 ERISA Compliance .

(a) Each Company Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable Laws. Each Company Plan that is intended to be a qualified plan under Section 401(a) of the Code has received, or is entitled to rely upon, a favorable determination letter from the Internal Revenue Service or an opinion of counsel to the effect that the form of such Company Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the knowledge of the Borrower and Holdings, nothing has occurred that would prevent, or cause the loss of, such tax-qualified status.

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expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Company Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(c) (i) No ERISA Event has occurred and neither any Loan Party nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) as of the most recent valuation date for any Pension Plan (other than a Multiemployer Plan), the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher; (iv) neither any Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (v) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA and (vi) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate such Pension Plan, except with respect to each of the foregoing clauses of this Section 5.11(c) , as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

(d) Neither any Loan Party nor, to the knowledge of the Borrower, any ERISA Affiliate maintains or contributes to, or has any unsatisfied obligation to contribute to, or liability under, any active or terminated Pension Plan other than on the Closing Date, those listed on Schedule 5.11(d) hereto.

5.12 Subsidiaries; Equity Interests . As of the Closing Date, each Loan Party has no Subsidiaries and is not engaged in any Joint Venture or partnership other than those specifically disclosed in Schedule 5.12 , and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party free and clear of all Liens except (i) those created under the Collateral Documents and (ii) any nonconsensual Lien that is permitted under Section 7.01 , Permitted Other Indebtedness Liens, Specified Refinancing Liens, Specified Second Lien Refinancing Liens or any Lien permitted under Section 7.01(dd) .

5.13 Margin Regulations; Investment Company Act .

(a) The Borrower is not engaged and will not engage in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock and no proceeds of any Borrowings or drawings under any Letter of Credit will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.

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(b) None of Holdings, the Borrower, any Person Controlling Holdings, or any other Subsidiary of Holdings is or is required to be registered as an “investment company” under the Investment Company Act of 1940. Neither the making of any Loan, nor the issuance of any Letters of Credit, nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated by the Loan Documents, will violate any provision of any such Act or any rule, regulation or order of the SEC thereunder.

5.14 Disclosure . Holdings has disclosed to the Agents and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries or any other Loan Party is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan Party (other than projected financial information, pro forma financial information and information of a general economic or industry nature) to any Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or any other Loan Document (as modified or supplemented by other information so furnished), when taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected and pro forma financial information, Holdings represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of delivery of such information to any Agent or Lender; it being understood that such projections may vary from actual results and that such variances may be material.

5.15 Compliance with Laws . Each Loan Party and its Subsidiaries is in compliance in all respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

5.16 Intellectual Property. Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Loan Party and each of their Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, trade dress, domain names, copyrights, patents, patent applications, franchises, licenses, trade secrets, know-how and other intellectual property rights (collectively, “ IP Rights ”) that are used in the operation of their respective businesses. Set forth on Schedule 5.16 is a complete and accurate list of all registrations or applications for registration of any IP Rights owned or exclusively licensed by a Loan Party or any of its Subsidiaries as of the Closing Date. To the knowledge of Holdings and the Borrower, (i) the conduct of the business of the Loan Parties and their Subsidiaries does not infringe, misappropriate, dilute or otherwise violate any rights held by any other Person, and (ii) no slogan or other advertising device, product, process, method, substance, part or other material now employed or sold, or now contemplated to be employed or sold, by any Loan Party or any Subsidiary infringes upon, misappropriates, dilutes or otherwise violates any rights held by any other Person except in each case for such infringements,

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individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing is pending or, to the knowledge of Holdings, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. To the knowledge of Holdings, no Person is infringing, misappropriating, diluting or otherwise violating any IP Rights that are material to the operation of the business of the Loan Parties or any of their Subsidiaries.

5.17 Solvency . Holdings and its Subsidiaries, on a consolidated basis, are Solvent.

5.18 Labor Matters . Other than mandatory national, provincial or industry-wide collective bargaining arrangements, there are no collective bargaining agreements or Multiemployer Plans, other than those listed on Schedule 5.18 , covering the employees of Holdings or any of its Subsidiaries as of the Closing Date and neither Holdings nor any Subsidiary has suffered any strikes, walkouts, slowdowns, lockouts, work stoppages or other material labor difficulty within the last five years. Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, there is (a) no unfair labor practice complaint pending against Holdings or any of its Subsidiaries or, to the knowledge of Holdings and the Borrower, threatened against any of them before the National Labor Relations Board (or any foreign equivalent thereof) and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement that is so pending against Holdings or any of its Subsidiaries or, to the knowledge of Holdings and the Borrower, threatened against any of them and (b) to the knowledge of Holdings and the Borrower, no union representation question existing with respect to the employees of Holdings or any of its Subsidiaries and, to the knowledge of Holdings and the Borrower, no union organization activity that is taking place.

5.19 Perfection, Etc. Subject to the last paragraph of Section 4.01 , all filings and other actions necessary or desirable to create, perfect and protect the Lien in the Collateral of the Collateral Agent, for the benefit of the Secured Parties, securing the Secured Obligations created under the Collateral Documents have been duly made or taken and are in full force and effect, and the Collateral Documents create in favor of the Collateral Agent, for the benefit of the Secured Parties a valid and, together with such filings and other actions, perfected first priority Lien in the Collateral, securing the payment of the Secured Obligations, subject to Liens permitted by Section 7.01 . The Loan Parties are the legal and beneficial owners of the Collateral free and clear of any Lien, except for the Liens created or permitted under the Loan Documents.

5.20 OFAC and PATRIOT Act Compliance . To the extent applicable, Holdings, each member of the Restricted Group and each Unrestricted Subsidiary is in compliance, in all respects, with (i) the Trading with the Enemy Act, the International Emergency Economic Powers Act, each as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) the PATRIOT Act.

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administered through the Seller, as the case may be) policies and procedures designed to ensure that each Loan Party will continue to be in compliance in all material respects with all applicable anti-corruption Laws. No part of the proceeds of the Loans has been or will be used, directly or indirectly, by any Loan Party for any payments to any Person, governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the FCPA or any other applicable anti-corruption Law.

5.22 OFAC . No Loan Party (a) is a Sanctioned Person or a Sanctioned Entity, (b) has its assets located in Sanctioned Entities or (c) derives revenue from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities. The proceeds of any Loan will not be used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Entity.

5.23 Designation as Senior Debt . The First Lien Obligations constitute “Designated Senior Debt”, or any similar term under and as defined in the agreements relating to any Indebtedness of the Borrower or any Guarantor, including any subordinated Indebtedness, which contains such designation.

ARTICLE VI

AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other First Lien Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01 , 6.02 and 6.03 ) cause each Restricted Subsidiary to:

6.01 Financial Statements . Deliver to the Administrative Agent for further distribution to each Lender, in form and detail reasonably satisfactory to the Administrative Agent:

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audited and accompanied by a report and opinion of Ernst & Young LLP or any other independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification, exception or explanatory paragraph or any qualification, exception or explanatory paragraph as to the scope of such audit (other than any such exception or explanatory paragraph that is expressly solely with respect to, or expressly resulting solely from, (A) an upcoming maturity date under the credit facilities provided for herein that is scheduled to occur within one year from the time such opinion is delivered or (B) any potential inability to satisfy any financial covenants set forth in any agreement, document or instrument governing or evidencing Indebtedness (including that set forth in Section 7.11 ) on a future date or in a future period), together with a Narrative Report with respect thereto;

(b) as soon as available, but in any event (x) for each of the first three fiscal quarters ended after the Closing Date (including, for the avoidance of doubt, the fiscal quarter ending December 31, 2013) within sixty (60) days and (y) thereafter, within forty-five (45) days, in each case, after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter and for the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year (or, in the case of any fiscal quarter ended prior to the first anniversary of the Closing Date, to the extent such comparative figures are available), all in reasonable detail and certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP (subject to Section 1.03(c) ), subject only to normal year-end audit adjustments and the absence of footnotes, together with a Narrative Report with respect thereto; and

(c) as soon as available, but in any event no later than forty-five (45) days after the end of each fiscal year, forecasts prepared by management of the Borrower, in form reasonably satisfactory to the Administrative Agent, of consolidated balance sheets, income statements and cash flow statements of the Borrower and its Subsidiaries on a quarterly basis for the fiscal year following such fiscal year then ended.

To the extent Holdings designates any of its Subsidiaries as an Unrestricted Subsidiary, the financial statements referred to in this Section 6.01 shall be accompanied by reconciliation statements eliminating the financial information pertaining to such Unrestricted Subsidiary or Unrestricted Subsidiaries.

6.02 Certificates; Other Information . Deliver to the Administrative Agent for further distribution to each Lender, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders:

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(a) concurrently with the delivery of the financial statements referred to in Sections 6.01(a)(ii) and (b) , a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower (which delivery may, unless the Administrative Agent or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes and which Compliance Certificate need not include financial covenant calculations unless (x) such calculations are required under Section 7.11 or (y) the Borrower wishes the Applicable Rate to be calculated on the basis of “Pricing Level 2” in the definition thereof;

(b) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file, copies of any report, filing or communication with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, or with any Governmental Authority that may be substituted therefor, or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(c) promptly after the furnishing thereof, copies of any requests or notices received by any Loan Party (other than in the ordinary course of business), statement or report furnished to any holder of any Indebtedness of any Loan Party or of any of its Subsidiaries in a principal amount greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02 ;

(d) promptly after the receipt thereof by any Loan Party or any of its Subsidiaries, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any material investigation or other material inquiry by such agency regarding financial or other operational results of any Loan Party or any of its Subsidiaries;

(e) reasonably promptly after the assertion or occurrence thereof, notice of any action arising under any Environmental Law against any Loan Party or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect;

(f) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a) , (i) a report supplementing Schedule 5.16 (in connection with the delivery of the annual financial statements only) and Schedule 5.08(b) hereto, including, in the case of supplements to Schedule 5.08(b) , an identification of all Material Real Property disposed of by any Loan Party since the delivery of the last supplements and a list and description of all Material Real property acquired since the delivery of the last supplements (including the street address (if available), county or other relevant jurisdiction, state, and (A) in the case of the owned real property, the record owner and (B) in the case of leases of property, lessor and lessee), and (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) ;

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(g) copies of any notice of default under, and any material amendment, supplement, waiver or other modification of, the Second Lien Credit Agreement;

(h) promptly upon receipt thereof, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any Subsidiary, or any audit of any of them; and

(i) promptly, such additional information regarding the business, legal, financial or corporate affairs or operations of any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent, the Collateral Agent or any Lender (through the Administrative Agent) may from time to time reasonably request.

Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02 ; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided , that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

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on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Collateral Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower, its Subsidiaries and their respective securities for purposes of United States Federal and state securities laws ( provided , however , that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.08 ); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Each of Holdings and the Borrower hereby (i) acknowledges and agrees that no Borrower Material delivered pursuant to Section 6.01(a) , 6.01(b) or 6.02(a) shall contain any material non-public information with respect to Holdings, the Borrower, its Subsidiaries and their respective securities for purposes of United States Federal and state securities laws and (ii) authorizes the Administrative Agent, the Collateral Agent, the Arrangers, the L/C Issuers and the Lenders to treat all Borrower Materials delivered pursuant to Section 6.01(a) , 6.01(b) or 6.02(a) as not containing any material non-public information with respect to Holdings, the Borrower, its Subsidiaries and their respective securities for purposes of United States Federal and state securities laws and as suitable for distribution to Public Lenders.

6.03 Notices . Promptly notify the Administrative Agent and each Lender:

(a) of the occurrence of any Default or Event of Default;

(b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including arising out of or resulting from (i) breach or non-performance of, or any default under, a Contractual Obligation of any Loan Party or any Subsidiary, (ii) any dispute, litigation, investigation, proceeding or suspension between any Loan Party or any Subsidiary and any Governmental Authority, (iii) the commencement of, or any development in, any litigation or proceeding affecting any Loan Party or any Subsidiary, including pursuant to any applicable Environmental Laws and or in respect of IP Rights, or (iv) the occurrence of any ERISA Event;

(c) of any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary thereof; and

(d) of the (i) occurrence of any Disposition of property or assets for which the Borrower is required to make a mandatory prepayment pursuant to Section 2.05(b)(ii) , and (ii) incurrence or issuance of any Indebtedness for which the Borrower is required to make a mandatory prepayment pursuant to Section 2.05(b)(iii) .

Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

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6.04 Payment of Obligations . Pay, discharge or otherwise satisfy as the same shall become due and payable, all its obligations and liabilities, including (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP (subject to Section 1.03(c) ) are being maintained by the Borrower or such Restricted Subsidiary; (b) all lawful claims which, if unpaid, would by law become a Lien upon its property; and (c) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness except, in each case, to the extent the failure to pay or discharge the same could not reasonably be expected to have a Material Adverse Effect.

6.05 Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05 , (b) take all reasonable action to maintain all rights, privileges (including its good standing in each jurisdiction in which such qualification is required), permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, and (c) preserve or renew all of its registered or issued IP Rights to the extent appropriate consistent with its reasonable business judgment.

6.06 Maintenance of Properties . (a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order, repair and condition, ordinary wear and tear excepted and casualty or condemnation excepted, and (b) make all necessary renewals, replacements, modifications, improvements, upgrades, extensions and additions thereof or thereto in accordance with prudent industry practice.

6.07 Maintenance of Insurance . Maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons of established reputation engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons of established reputation engaged in the same or similar businesses as the Borrower and its Subsidiaries) as are customarily carried under similar circumstances by such other Persons.

6.08 Compliance with Laws . Comply in all respects with the requirements of all Laws and all orders, writs, injunctions, decrees and Permits and duly observe all requirements of any foreign, Federal, state or local Governmental Authority, in each case, applicable to it or to its business or property, except if the failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

6.09 Books and Records . Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP (subject to Section 1.03(c) ) consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower or such Restricted Subsidiary, as the case may be.

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6.10 Inspection Rights . Permit representatives and independent contractors of the Administrative Agent, the Collateral Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided , that, excluding any such visits and inspections during the continuation of an Event of Default, only the Collateral Agent on behalf of the Administrative Agent and the Lenders may exercise rights under this Section 6.10 and the Collateral Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided , further , that when an Event of Default exists the Administrative Agent, the Collateral Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice. The Administrative Agent, the Collateral Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants.

6.11 Use of Proceeds .

(a) Use the proceeds of the Term Borrowings on the Closing Date (i) for the Refinancing, (ii) in an amount of up to $65,000,000 (such amount, as reduced pursuant to Section 2.05(b)(iv) , the “ Trade Facility Collateral Term Loan Amount ”) to cash collateralize directly, or to issue cash collateralized backstop letters of credit in favor of the issuer of, the Trade L/C’s and/or to provide cash collateral to current beneficiaries of the Trade L/C’s in exchange for cancellation of such Trade L/C’s (the “ Trade L/C Collateralization ”) and (iii) to finance a portion of the Transactions (including upfront fees and original issue discount); provided that to the extent the Trade L/C Collateralization is less than $65,000,000, the Borrower may use the incremental proceeds of the Term Borrowings to fund the working capital needs of the Restricted Group.

(b) Use the proceeds of the Revolving Credit Borrowings (A) on the Closing Date, (i) to issue Letters of Credit, (ii) to pay any additional upfront fees and original issue discount, (iii) to provide for ordinary course working capital needs and (iv) in an amount not to exceed $10,000,000 to pay Transaction Costs and for working capital adjustment, if any, and (B) after the Closing Date, (i) to finance or refinance the working capital and capital expenditures needs of the Borrower and its Restricted Subsidiaries and (ii) for general corporate purposes (including any actions permitted by Article VII ) of the Restricted Group.

6.12 Covenant to Guarantee Obligations and Give Security .

(a) [Reserved].

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Restricted Subsidiary and (ii) any Excluded Subsidiary ceasing to be an Excluded Subsidiary but remaining a Restricted Subsidiary shall be deemed to constitute the acquisition of a Restricted Subsidiary for all purposes of this Section 6.12 ), or upon the acquisition of any personal property (other than “Excluded Property,” as defined in the Security Agreement) or any Material Real Property by any Loan Party, which real or personal property, in the reasonable judgment of the Administrative Agent, is not already subject to a perfected Lien in favor of the Collateral Agent for the benefit of the Secured Parties, then the Borrower shall, in each case at the Borrower’s expense:

(i) in connection with the formation or acquisition of a Restricted Subsidiary, within ten (10) days after such formation or acquisition or such longer period, not to exceed an additional forty-five (45) days, as the Administrative Agent may agree in its sole discretion, (A) cause each such Restricted Subsidiary that is not an Excluded Subsidiary, to duly execute and deliver to the Administrative Agent and the Collateral Agent a Guaranty or Guaranty supplement, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, Guaranteeing the other Loan Parties’ obligations under the Loan Documents, and (B) (if not already so delivered) deliver certificates representing the Equity Interests of such Restricted Subsidiary accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the Pledged Debt of such Subsidiary indorsed in blank to the Collateral Agent, together with supplements to the Security Agreement (and, if applicable, supplements to the other Collateral Documents) with respect to the pledge of any Equity Interests or Indebtedness and any additional assets of such Restricted Subsidiary in accordance with the Security Agreement, Intellectual Property Security Agreement and other Collateral Documents, as specified by and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (consistent with the Security Agreement, Intellectual Property Security Agreement and the other Collateral Documents), securing payment of all the First Lien Obligations of the applicable Loan Party or such Subsidiary, as the case may be, under the Loan Documents and constituting Liens on all such properties;

(ii) within ten (10) days after such formation or acquisition, or such longer period, not to exceed an additional forty-five (45) days, as the Administrative Agent may agree in its sole discretion, furnish to the Administrative Agent and the Collateral Agent a description of the real and personal properties of the Loan Parties and their respective Subsidiaries (other than Excluded Subsidiaries) in detail reasonably satisfactory to the Administrative Agent and the Collateral Agent;

(iii) within thirty (30) days (or sixty (60) days with respect to Mortgages) after such formation or acquisition, or such longer period, not to exceed an additional sixty (60) days, as the Administrative Agent may agree in its sole discretion, duly execute and deliver, and cause each such Subsidiary that is not an Excluded Subsidiary to duly execute and deliver, to the Administrative Agent and the Collateral Agent Mortgages (with respect to Material Real Properties only) and other agreements, documents and instruments as specified by and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (consistent with the Security Agreement and Mortgages), securing payment of all the First Lien Obligations of the applicable Loan

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Party or such Subsidiary, as the case may be, under the Loan Documents and constituting Liens on all such properties;

(iv) within thirty (30) days (or sixty (60) days with respect to Mortgages) after such formation or acquisition, or such longer period, not to exceed an additional sixty (60) days, as the Administrative Agent may agree in its sole discretion, take, and cause such Restricted Subsidiary that is not an Excluded Subsidiary to take, whatever additional action (including, without limitation, the recording of Mortgages (with respect to Material Real Properties only), the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents and delivery of stock and membership interest certificates) as may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens (to the extent required by the Collateral Documents) on the properties purported to be subject to the Mortgages, Security Agreement Supplements, Intellectual Property Security Agreement Supplements and other Collateral Documents delivered pursuant to this Section 6.12 , enforceable against all third parties in accordance with their terms;

(v) as promptly as practicable (but in any event no later than sixty (60) days or such longer period, not to exceed an additional sixty (60) days, as the Administrative Agent may agree in its sole discretion) after the request of the Administrative Agent, deliver to the Administrative Agent with respect to each Material Real Property owned in fee by a Loan Party that is the subject of such request, title reports in scope, form and substance reasonably satisfactory to the Administrative Agent, fully paid American Land Title Association Lender’s Extended Coverage title insurance policies or the equivalent or other form available in the applicable jurisdiction in form and substance, with endorsements and in amount, reasonably acceptable to the Administrative Agent (not to exceed the value of the Material Real Properties covered thereby), American Land Title Association/American Congress on Surveying and Mapping form surveys and environmental assessment reports in each case in scope, form and substance reasonably satisfactory to the Administrative Agent, and favorable opinions of local counsel to the Loan Parties in states in which the applicable Mortgaged Property is located, with respect to the enforceability and perfection of the Mortgages and any related fixture filings, in form and substance reasonably satisfactory to the Administrative Agent; and

(vi) at any time and from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent or the Collateral Agent in its reasonable judgment may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the Liens of, such Guaranties, Mortgages, Security Agreement Supplements, Intellectual Property Security Agreement Supplements and other Collateral Documents.

(c) Notwithstanding the foregoing, the Collateral Agent shall not take a security interest in those assets as to which the Administrative Agent shall determine, in its reasonable discretion, that the cost of obtaining such Lien (including any mortgage, stamp, intangibles or other tax) are excessive in relation to the benefit to the Lenders of the security afforded thereby.

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(d) For the avoidance of doubt, changes in organization of a Loan Party or any of its Restricted Subsidiaries (such as conversion of a corporation into a limited liability company) shall not constitute a formation or acquisition of a Restricted Subsidiary; provided that within ten (10) days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) such converted entity shall deliver such instruments and documents (including UCC financing statements and affirmation of its obligations under the Loan Documents) and take all such other action as the Administrative Agent or the Collateral Agent may deem necessary or desirable in preserving the continuing validity and perfection of the Collateral Agent’s Lien on the Collateral owned by (or, in the case of Equity Interests of such Person included in the Collateral, issued by) such Person.

(e) Concurrent with the delivery of any Mortgage with respect to a Material Real Property, (A) a completed standard “life of loan” flood hazard determination form (a “ Flood Determination Form ”), (B) if the improvements to the applicable improved property is located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “ Flood Hazard Property ”), a written notification to the Borrower (“ Borrower Notice ”), (C) the Borrower’s written acknowledgment of receipt of Borrower Notice from the Administrative Agent as to the fact that such Mortgaged Property is a Flood Hazard Property and as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (D) if the Borrower Notice is required to be given and flood insurance is available in the community in which the applicable Mortgaged Property is located, copies of the applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent as loss payee on behalf of the Secured Parties.

6.13 Compliance with Environmental Laws . Except, in each case, to the extent that the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) comply, and make all reasonable efforts to cause all lessees operating or occupying its owned, leased or operated properties to comply, with all applicable Environmental Laws and Environmental Permits; (b) obtain and renew all Environmental Permits necessary for its operations and owned, leased or operated properties; and (c) conduct any investigation, remediation or other response action necessary to address any Environmental Release of Hazardous Materials at any of its owned, leased or operated properties, to the extent required by, and in accordance with, applicable Environmental Laws.

6.14 Further Assurances, Post Closing Obligations .

(a) Promptly upon request by the Administrative Agent, the Collateral Agent, an L/C Issuer or any Lender through the Administrative Agent, (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Loan Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, the Collateral Agent, an L/C Issuer or any Lender

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through the Administrative Agent, may reasonably require from time to time in order to carry out more effectively the purposes of the Loan Documents.

(b) By the date that is ninety (90) days after the Closing Date, as such time period may be extended, by not more than additional thirty (30) days, in the Administrative Agent’s reasonable discretion, the Borrower shall, and shall cause each Restricted Subsidiary to, deliver to the Administrative Agent, unless otherwise agreed by the Administrative Agent, the following:

(i) a Mortgage with respect to each Initial Mortgaged Property, together with evidence each such Mortgage has been duly executed, acknowledged and delivered by a duly authorized officer of each party thereto on or before such date and are in form suitable for filing and recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid and subsisting perfected Lien on the property described therein in favor of the Administrative Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;

(ii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (the “ Mortgage Policies ”) in form and substance, with endorsements (including zoning endorsements) and in amounts acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents, for mechanics’ and materialmen’s Liens) and such coinsurance and direct access reinsurance as the Administrative Agent may deem necessary or desirable; provided, with respect to any property located in a state in which a zoning endorsement is either not available or is available but only at a premium that is excessive or requires a legal opinion, a zoning compliance letter from the applicable municipality or a zoning report from Planning and Zoning Resources Corporation, in each case satisfactory to the Administrative Agent, may be delivered in lieu of a zoning endorsement;

(iii) American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) have been paid, and dated no more than 30 days before the day of the initial Credit Extension, certified to the Administrative Agent and the issuer of the Mortgage Policies in a manner satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building setback lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects acceptable to the Administrative Agent; new or updated surveys will

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not be required if an existing survey is available and survey coverage is available for Agent’s title insurance policies without the need for such new or updated surveys;

(iv) reliance letter executed by Environ International Corporation entitling the Administrative Agent on behalf of the Lenders to rely on its Phase I Environmental Site Assessments and the Executive Summary thereof prepared for the Acquisition, in scope, form and substance reasonably satisfactory to the Administrative Agent;

(v) favorable opinions of local counsel to the Loan Parties in states in which the Initial Mortgaged Property is located, with respect to the enforceability and perfection of the Mortgages and any related fixture filings, in form and substance reasonably satisfactory to the Administrative Agent;

(vi) favorable opinions of counsel to the Loan Parties in the states in which the Loan Parties party to the Mortgages are organized or formed, with respect to the validly existence, corporate power and authority of such Loan Parties in the granting of the Mortgages, in form and substance satisfactory to the Administrative Agent;

(vii) with respect to each Initial Mortgaged Property: (A) a Flood Determination Form, (B) if it is a Flood Hazard Property, a Borrower Notice, (C) the Borrower’s written acknowledgment of receipt of the Borrower Notice from the Administrative Agent as to the fact that such Initial Mortgaged Property is a Flood Hazard Property and as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (D) if the Borrower Notice is required to be given and flood insurance is available in the community in which the applicable Initial Mortgaged Property is located, copies of the applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent as loss payee on behalf of the Secured Parties;

(viii) evidence that all other actions reasonably requested by the Administrative Agent, that are necessary in order to create valid and subsisting Liens on the property described in the Mortgage, have been taken; and

(ix) evidence that all fees, costs and expenses have been paid in connection with the preparation, execution, filing and recordation of the Mortgages, including, without limitation, reasonable attorneys’ fees, filing and recording fees, title insurance company coordination fees, documentary stamp, mortgage and intangible taxes and title search charges and other charges incurred in connection with the recordation of the Mortgages and the other matters described in this Section 6.14 and as otherwise required to be paid in connection therewith under Section 10.04 .

6.15 Maintenance of Ratings . If, and only if, the Borrower obtains public credit rating of the Facilities from each of S&P and Moody’s, a public corporate family rating of the Borrower from Moody’s and a public corporate credit rating of the Borrower from S&P, at all times thereafter, use commercially reasonable efforts (to the extent availability of necessary

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financial information) to maintain such ratings from each of S&P and Moody’s (but not any specific credit rating).

6.16 Conference Calls . With respect to each full fiscal year for which financial statements have been delivered pursuant to Section 6.01(a)(ii) , not later than twenty (20) days after the delivery of the financial statements with respect to such fiscal year pursuant to Section 6.01(a) , hold, at the request of the Administrative Agent (a) a telephonic conference call with all Lenders who choose to attend such conference call, on which conference call shall be reviewed the financial results and the financial condition of the Borrower and its Restricted Subsidiaries for, and as of the last day of, such fiscal year, and (b) a telephonic conference call with all Private Lenders who choose to attend such conference call, on which conference call shall be reviewed the projections presented for the then-current fiscal year of the Borrower; it being understood that only one such call pursuant to each of clauses (a) and (b) shall be held per calendar year.

6.17 ERISA .

(a) Provide to the Administrative Agent promptly following receipt thereof, copies of any documents described in Section 101(k) or 101(l) of ERISA that any Loan Party or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided that if the Loan Parties or any of their respective ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, then, upon reasonable request of the Administrative Agent, the Loan Parties and/or their ERISA Affiliates shall promptly make a request for such documents or notices from such administrator or sponsor and the Borrower shall provide copies of such documents and notices to the Administrative Agent promptly after receipt thereof.

(b) Provide to the Administrative Agent, copies of (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Loan Party or any ERISA Affiliate with the IRS with respect to each Plan; (ii) the most recent actuarial valuation report for each Plan and (iii) such other documents or governmental reports, filings or findings relating to any Plan (or employee benefit plan sponsored or contributed to by any Loan Party), as the Administrative Agent shall reasonably request.

ARTICLE VII

NEGATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other First Lien Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized or a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer is in place), (A) (except with respect to Section 7.15 ) the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly and (B) (with respect to Section 7.15 ) Holdings shall not:

7.01 Liens . Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

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(a) Liens pursuant to any Loan Document;

(b) Liens existing on the Closing Date and listed on Schedule 7.01 and any modifications, replacements, renewals or extensions thereof; provided , that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 , and (B) proceeds and products thereof and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 7.03 ;

(c) Liens for taxes, assessments or governmental charges which are either (x) immaterial to the Restricted Group taken as a whole or (y) not overdue for a period of more than thirty (30) days and which are being contested in good faith and by appropriate proceedings diligently conducted, and adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP (subject to Section 1.03(c) );

(d) statutory or common law Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business which secure amounts not overdue for a period of more than thirty (30) days and which are being contested in good faith and by appropriate proceedings diligently conducted and adequate reserves with respect thereto are maintained on the books of the applicable Person;

(e) pledges or deposits in the ordinary course of business (i) in connection with workers’ compensation, unemployment insurance and other social security legislation and (ii) securing liability for reimbursement or indemnification obligations of (including obligations in respect of bank Guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to Holdings or any of its Restricted Subsidiaries;

(f) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including (i) those to secure health, safety and environmental obligations and (ii) those required or requested by any Governmental Authority other than letters of credit) incurred in the ordinary course of business;

(g) easements, rights-of-way, sewers, electric lines, telegraph and telephone lines, restrictions (including zoning restrictions), encroachments, protrusions and other similar encumbrances and minor title defects affecting real property which, individually and in the aggregate, do not in any case materially interfere with the ordinary conduct of the business of the applicable Person;

(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) ;

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(i) Liens securing Indebtedness permitted under Section 7.03(e) ; provided , that (i) such Liens attach concurrently with or within two hundred and seventy (270) days after the acquisition, repair, replacement or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not at any time encumber any property (except for replacements, additions and accessions to such property) other than the property financed by such Indebtedness and the proceeds and the products thereof and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets other than the assets subject to such Capitalized Leases and the proceeds and products thereof and customary security deposits; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender;

(j) Liens on the Trade Facility Collateral Term Loan Amount in effect at such time securing Trade L/Cs and Trade L/C Collateralization;

(k) Liens on cash, Cash Equivalents or other property arising in connection with any defeasance, discharge or redemption of Indebtedness;

(l) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business and not interfering in any material respect with the business of the Borrower or any of its Restricted Subsidiaries (other than Immaterial Subsidiaries);

(m) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(n) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business; (iii) in favor of a banking or other financial institution arising as a matter of law or under customary general terms and conditions encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; and (iv) incurred in connection with a cash management program established in the ordinary course of business;

(o) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.02(i) or (o) to be applied against the purchase price for such Investment, or (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05 , in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;

(p) Liens on property of any Restricted Subsidiary that is not a Loan Party securing Indebtedness permitted under Section 7.03(f) ;

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second sentence of the definition of “Unrestricted Subsidiary”, provided , however , the foregoing exclusion shall not apply to Liens existing on property that would have otherwise been permitted by this Section 7.03(q) had such Unrestricted Subsidiary been a Restricted Subsidiary at the time such property was acquired by such Unrestricted Subsidiary) after the Closing Date (other than Liens on the Equity Interests of any Person that becomes a Subsidiary); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof), and (iii) the Indebtedness secured thereby is permitted under Section 7.03(k)(B) ;

(r) Liens arising from precautionary UCC financing statement filings regarding leases entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business;

(s) any interest or title of a lessor, sublessor, licensee, sublicensee, licensor or sublicensor under any lease or license agreement in the ordinary course of business permitted by this Agreement;

(t) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business permitted by this Agreement;

(u) Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.02 ;

(v) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(w) Liens on Cash Collateral granted in favor of any Lenders and/or L/C Issuers created as a result of any requirement or option to Cash Collateralize pursuant to Section 2.03(a)(ii)(G) or 2.05(b)(v) ;

(x) Permitted Other Indebtedness Liens;

(y) Specified Refinancing Liens and Specified Second Lien Refinancing Liens;

(z) Liens that are customary contractual rights of setoff (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any of its Restricted Subsidiaries, or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any of its Restricted Subsidiaries in the ordinary course of business;

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(aa) (i) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business complies, and (ii) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the Borrower or any of its Restricted Subsidiaries (other than Immaterial Subsidiaries);

(bb) Liens solely on any cash earnest money deposits or other similar escrow arrangements made by the Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;

(cc) Liens on property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress or partial payments by a third party relating to such property or assets;

(dd) Liens (including put and call arrangements) on Capital Stock or other securities of any Unrestricted Subsidiary that secure Indebtedness of such Unrestricted Subsidiary;

(ee) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

(ff) other Liens securing Indebtedness and other obligations outstanding in an aggregate principal amount not to exceed the greater of $30,000,000 and 2% of Consolidated Total Assets; and

(gg) Liens on the Collateral securing the Second Lien Obligations of the Loan Parties permitted pursuant to Section 7.03(a)(B) ; provided , that such Liens shall be subordinated to the Liens securing the First Lien Obligations pursuant to the Intercreditor Agreement.

7.02 Investments . Make or hold any Investments, except:

(a) Investments held by the Borrower or such Restricted Subsidiary in the form of Cash Equivalents;

(b) loans or advances to officers, directors and employees of Holdings and its Restricted Subsidiaries (i) in an aggregate amount not to exceed $5,000,000 at any one time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes (including payroll payments in the ordinary course of business), and (ii) in connection with such Person’s purchase of Equity Interests of Holdings or any direct or indirect parent thereof in an aggregate amount not to exceed $3,000,000;

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Subsidiary of the Borrower that is not a Loan Party and (iv) by any Loan Party in any Restricted Subsidiary of the Borrower that is not a Loan Party; provided that the aggregate amount of Investments made pursuant to this clause (iv) , together with the aggregate amount of Investments made pursuant to Section 7.02(i)(B) , shall not exceed $40,000,000 at any one time outstanding;

(d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business (including advances made to distributors consistent with past practice), Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors, and Investments consisting of prepayments to suppliers in the ordinary course of business and consistent with past practice;

(e) Investments arising out of transactions permitted under Sections 7.01 , 7.03 (other than Section 7.03(d)(B)(2) ), 7.04 (other than Sections 7.04(a)(ii)(B) , 7.04(c)(ii) and 7.04(d) ), 7.05 (other than Section 7.05(f)(C) ), 7.06 (other than Section 7.06(d) with respect to Investments under Section 7.02 ) and 7.14 ;

(f) Investments existing on the Closing Date and set forth on Schedule 7.02 and any modification, replacement, renewal or extension thereof; provided , that the amount of the original Investment is not increased except by the terms of such Investment or as otherwise permitted by this Section 7.02 ;

(g) Investments in Swap Contracts permitted under Section 7.03(g) ;

(h) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05 (other than Section 7.05(f) );

(i) the purchase or other acquisition of all or substantially all of the property and assets or business of, any Person or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person (such assets or Person being referred to herein as the “ Acquired Business ”) that, upon the consummation thereof, will be a Restricted Subsidiary (including, without limitation, as a result of a merger or consolidation); provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.02(i) (each, a “ Permitted Acquisition ”):

(A) each applicable Loan Party and any such newly created or acquired Restricted Subsidiary shall have complied with the requirements of Section 6.12 ;

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with the total cash and noncash consideration paid by or on behalf of the Borrower and its Restricted Subsidiaries for all other purchases and other acquisitions made by the Borrower and its Restricted Subsidiaries of entities that do not become Guarantors or of assets that do not become Collateral, pursuant to this Section 7.02(i) , together with the aggregate amount of Investments made pursuant to Section 7.02(c)(iv) , shall not exceed $40,000,000;

(C) immediately before and immediately after giving effect to any such purchase or other acquisition, no Default or Event of Default shall have occurred and be continuing;

(D) the Acquired Business shall be an operating company or division or line of business that engages in a line of business substantially similar, reasonably related or incidental to the business that the Target is engaged in on the Closing Date;

(E) in the case of the acquisition of the Equity Interests of another Person, the Board of Directors of such other Person to be acquired shall have duly approved such acquisition and such Person shall not have announced that it will oppose such acquisition and shall not have commenced any action which alleges that such acquisition will violate applicable Law; and

(F) The Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, at least one (1) Business Day prior to the date on which any such purchase or other acquisition is to be consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (i) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition;

(j) Investments in Joint Ventures, such Investments not to exceed $20,000,000 at any one time outstanding; provided that prior to making any Investments under this Section 7.02(j) , the Borrower shall have delivered a statement in reasonable detail from the Borrower setting out the business rationale for such Investment;

(k) Investments in the ordinary course of business consisting of (i) endorsements for collection or deposit and (ii) customary trade arrangements with customers consistent with past practices;

(l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business and upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;

(m) the licensing, sublicensing or contribution of IP Rights pursuant to joint research development or marketing arrangements with Persons other than the Borrower and its Restricted Subsidiaries consistent with past practices;

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(n) loans and advances to Holdings in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to Holdings in accordance with Sections 7.06(e) , 7.06(f) or 7.06(i) (so long as such amounts are counted as Restricted Payments for purposes of such sections);

(o) so long as immediately after giving effect to any such Investment, no Default or Event of Default has occurred and is continuing, other Investments (including for greater certainty Investments in non-Loan Parties and Permitted Acquisitions thereof in excess of limitations set forth in the foregoing clauses (c)(iv) and (i)(B) , respectively) not exceeding the greater of $40,000,000 and 2.5% of Consolidated Total Assets at any one time outstanding; provided , however , that, such amount may be increased by the Net Cash Proceeds of Permitted Equity Issuances (other than Net Cash Proceeds constituting any Cure Amount), except to the extent such Net Cash Proceeds have been applied to make Restricted Payments pursuant to Section 7.06(c) or prepayments, redemptions, repurchases, defeasances or other satisfactions prior to maturity of any Junior Financing pursuant to Section 7.14 or to make previous Investments pursuant to this Section 7.02(o) ;

(p) pledges or deposits (x) with respect to leases or utilities provided to third parties in the ordinary course of business or (y) otherwise made in connection with Liens permitted under Section 7.01 ;

(q) loans or advances made to distributors in the ordinary course of business and consistent with past practice;

(r) Investments to the extent that payment for such Investments is made solely by the issuance of Equity Interests (other than Disqualified Equity Interests) of Holdings (or any direct or indirect parent of Holdings) to the seller of such Investments;

(s) Investments of a Restricted Subsidiary that is acquired after the Closing Date or of a company merged or amalgamated or consolidated into the Borrower or merged, amalgamated or consolidated with a Restricted Subsidiary, in each case in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation, do not constitute a material portion of the aggregate assets acquired by the Borrower and its Restricted Subsidiaries in such transaction and were in existence on the date of such acquisition, merger or consolidation; and

(t) Investments (including for greater certainty Investments in non-Loan Parties and Permitted Acquisitions thereof in excess of limitations set forth in the foregoing clauses (c)(iv) and (i)(B) , respectively) made with the portion, if any, of the Cumulative Credit on the date of such election that the Borrower elects to apply to this Section 7.02(t) , such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied;

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provided that immediately before and immediately after giving effect to any such Investment, no Default or Event of Default shall have occurred and be continuing.

7.03 Indebtedness . Create, incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness of the Loan Parties in respect of (A) the First Lien Obligations and (B) the Second Lien Obligations in an aggregate amount at any one time outstanding under this clause (B), together with the then outstanding Specified Second Lien Refinancing Debt, not to exceed the Second Lien Cap;

(b) Indebtedness outstanding or committed to be incurred on the Closing Date and listed on Schedule 7.03 and any Permitted Refinancing thereof;

(c) Guarantees of any Loan Party (other than Holdings) in respect of Indebtedness of the Borrower or a Restricted Subsidiary otherwise permitted hereunder;

(d) Indebtedness of (A) any Loan Party owing to any other Loan Party, (B) any Restricted Subsidiary that is not a Loan Party owed to (1) any other Restricted Subsidiary that is not a Loan Party or (2) any Loan Party constituting an Investment permitted under Section 7.02(c) , 7.02(o) or 7.02(t) , and (C) any Loan Party to any Restricted Subsidiary which is not a Loan Party; provided that all such Indebtedness pursuant to this clause (d) shall be (1) unsecured, (2) evidenced by the Intercompany Note, (3) if owed to a Loan Party, subject to the Collateral Agent’s first-priority security interest pursuant to the Collateral Documents and (4) if owed by a Loan Party, expressly subordinated in right of payment to the payment in full of the First Lien Obligations on terms reasonably satisfactory to the Administrative Agent;

(e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond and similar financings) to finance the purchase, repair or improvement of any Windsor Property and other fixed or capital assets, in each case within the limitations set forth in Section 7.01(i) ; provided , however , that (A) with respect to any Windsor Property, the Indebtedness incurred pursuant to this Section 7.03(e) shall not exceed the fair market value thereof and (B) with respect to fixed or capital assets other than any Windsor Property, (i) if incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property (real or personal), plant or equipment (whether through the direct purchase of assets or the Equity Interests of any Person owning such assets) used in the business of the Borrower or any Restricted Subsidiary, the aggregate amount of all such Indebtedness at any one time outstanding, including all Permitted Refinancing thereof incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (i) , shall not exceed $15,000,000 and (ii) if incurred in connection with the financing of all or any part of the purchase price, lease expenses, rental payments or cost of design, construction or installation of Productive Assets (whether through the leasing of or direct purchase of such Productive Assets or the Equity Interests of any Person

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owning such Productive Assets), the aggregate amount of all such Indebtedness at any one time outstanding, including all Permitted Refinancing thereof incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (ii) , shall not exceed $25,000,000;

(f) Indebtedness of the Restricted Subsidiaries that are not Subsidiary Guarantors in an aggregate amount at any one time outstanding not to exceed $15,000,000;

(g) Indebtedness in respect of Swap Contracts designed to hedge against fluctuations in interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes;

(h) guarantees incurred by the Borrower or a Restricted Subsidiary in the ordinary course of business in respect of obligations (not for money borrowed) of a Restricted Subsidiary to a supplier, customer, franchisee, lessor or licensee that in each case is not an Affiliate;

(i) Indebtedness representing deferred compensation to employees of the Borrower and its Restricted Subsidiaries;

(j) Indebtedness consisting of promissory notes issued by any Loan Party to current or former officers, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings or its direct or indirect parent permitted by Section 7.06 ;

(k) (A) Indebtedness incurred by the Borrower or its Restricted Subsidiaries in a Permitted Acquisition or a Disposition permitted under Section 7.05 under agreements providing for the adjustment of the purchase price or similar adjustments and (B) Indebtedness of any Person acquired pursuant to a Permitted Acquisition that is secured, if at all, only by Liens permitted by Section 7.01(q) ; provided that (x) such Indebtedness was not incurred in contemplation of such Permitted Acquisition, (y) immediately before and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (z) the aggregate principal amount of all such Indebtedness shall not exceed $10,000,000;

(l) Indebtedness arising from agreements of the Borrower or a Restricted Subsidiary providing for customary indemnification, deferred purchase price, obligations in respect of earnouts or other adjustments of purchase price or, in each case, similar obligations, in each case, incurred or assumed in connection with the Permitted Acquisition, or other acquisition or Disposition of any business or assets or Person or any Equity Interests of a Subsidiary otherwise permitted hereunder, provided that, with respect to Dispositions, the maximum liability of the Borrower and the Restricted Subsidiaries in respect of all such Indebtedness shall at no time exceed the gross proceeds, including the fair market value of non-cash proceeds (measured at the time received and without giving effect to any subsequent changes in value), actually

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received by the Borrower and the Restricted Subsidiaries in connection with such Disposition;

(m) Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts;

(n) Indebtedness in an aggregate principal amount not to exceed the greater of $40,000,000 and 2.5% of Consolidated Total Assets at any time outstanding;

(o) Indebtedness in respect of (A) workers’ compensation claims, self-insurance obligations, bankers’ acceptances, customs, Taxes and other similar tax guarantees, in each case incurred in the ordinary course of business and not in connection with the borrowing of money and (B) any customary cash management, cash pooling or netting or setting-off arrangements incurred in the ordinary course of business;

(p) (A) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in the case of the foregoing clauses (a) and (b) in the ordinary course of business and (B) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in respect of bank Guarantees, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date thereof;

(q) obligations in respect of (A) performance, bid, appeal and surety bonds and performance and completion Guarantees and similar obligations provided by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business and (B) Trade L/Cs outstanding from time to time; provided that such obligations pursuant to this clause (B) , in the aggregate, shall not exceed at any time $90,000,000 less the amount of mandatory prepayments made pursuant to Section 2.05(b)(iv) at or prior to such time;

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more of the Guarantors only and there shall be no additional guarantors with respect to such Indebtedness other than the Sponsor or any of its Affiliates other than Holdings, the Borrower, or its Restricted Subsidiaries or other portfolio companies of the Sponsor; (H) such Indebtedness shall not be subject to any amortization or scheduled prepayments of principal; (I) the covenants, events of default, Guarantees and other terms of such Indebtedness, when taken as a whole, are not more restrictive to Holdings, the Borrower and its Restricted Subsidiaries than those set forth in this Agreement ( provided that a certificate of the Chief Financial Officer of the Borrower delivered to the Administrative Agent in good faith at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in this clause (I) , shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of its objection during such five (5) Business Day period); (J) such Indebtedness shall not have any financial covenants; (K) the proceeds of such Indebtedness shall be used solely to fund working capital needs of the Restricted Group; (L) any repayment or prepayment of such Indebtedness shall be subject to (1) Holdings, the Borrower and its Restricted Subsidiaries being in compliance with the financial covenant set forth in Section 7.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to the date of any repayment or prepayment of such Indebtedness for which financial statements have been delivered pursuant to Section 6.01(a) or 6.01(b) (whether or not such covenant was in fact required to be tested at the end of such period pursuant to Section 7.11 ) immediately prior to and after giving effect to such repayment or prepayment and (2) there shall be no Outstanding Amount under the Revolving Credit Facility immediately prior to and after giving effect to such repayment or prepayment; (M) and such Indebtedness shall be subordinated on terms reasonably satisfactory to the Administrative Agent; and (N) such Indebtedness shall be disregarded for purposes of determining the availability or amount of any covenant baskets or carve-outs;

(s) Indebtedness incurred by a Loan Party constituting Permitted Other Indebtedness;

(t) Indebtedness incurred by a Loan Party constituting Permitted Ratio Debt;

(u) Indebtedness constituting Specified Refinancing Debt; and

(v) Indebtedness constituting Specified Second Lien Refinancing Debt in an aggregate amount at any one time outstanding, together with the then outstanding Second Lien Obligations, not to exceed the Second Lien Cap.

7.04 Fundamental Changes . Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom:

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(a) any Restricted Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided , that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or (ii) any one or more other Restricted Subsidiaries, provided , that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03 ;

(b) (i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);

(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03 , respectively;

(d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02 ; provided , that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02 ; and

(e) a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(f)(A) ).

7.05 Dispositions . Make any Disposition, except:

(a) Dispositions of obsolete, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of

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tangible property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries;

(b) the abandonment or other Disposition of IP Rights (including allowing any registrations or any applications for registration of any IP Rights to lapse or go abandoned) to the extent Borrower determines in its reasonable business judgment that (i) such IP Rights are not commercially reasonable to maintain under the circumstances and (ii) such Disposition could not reasonably be expected to materially and adversely affect the business of the Borrower or any of its Restricted Subsidiaries;

(d) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property;

(e) any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary course of business;

(f) (A) Dispositions permitted by Section 7.04 , (B) Liens permitted by Section 7.01 (other than Section 7.01(o)(ii) ), (C) Investments permitted by Section 7.02 (other than Section 7.02(e) with respect to Dispositions under this Section 7.05 and Section 7.02(h) ) and (D) Restricted Payments permitted by Section 7.06 ;

(g) Dispositions by the Borrower and its Restricted Subsidiaries of property pursuant to sale-leaseback transactions (other than any Windsor Property); provided that (i) the fair market value of all property so Disposed of shall not exceed $20,000,000 from and after the Closing Date and (ii) the purchase price for such property shall be paid to the Borrower or such Restricted Subsidiary for not less than 75% cash consideration;

(h) Dispositions of Cash Equivalents;

(i) Dispositions of accounts receivable in connection with the collection or compromise thereof;

(j) licensing or sublicensing of IP Rights in the ordinary course of business on customary terms and which does not materially interfere with the business of the Borrower and its Restricted Subsidiaries;

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Restricted Subsidiaries that are not Loan Parties; provided that the fair market value of all property so Disposed of pursuant to this sub-clause ((D)) shall not exceed $25,000,000 in the aggregate;

(l) leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Restricted Subsidiaries;

(m) transfers of property subject to Casualty Events upon receipt of the Net Cash Proceeds of such Casualty Event;

(n) Dispositions of (i) the Memcor Business and (ii) any Windsor Property, including pursuant to a sale-leaseback transaction; and

(o) Dispositions by the Borrower and its Restricted Subsidiaries not otherwise permitted under this Section 7.05 ; provided , that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Event of Default exists), no Event of Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (o) shall not exceed $25,000,000 and (iii) the purchase price for such property shall be paid to the Borrower or such Restricted Subsidiary for not less than 75% cash consideration;

provided , however , that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e) , (h) and (j) ), shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 , such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent and the Collateral Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

7.06 Restricted Payments . Declare or make, directly or indirectly, any Restricted Payment, except:

(a) each Restricted Subsidiary may make Restricted Payments to the Borrower and to Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests);

(b) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests (other than Disqualified Equity Interests) of such Person;

(c) the Borrower may make Restricted Payments with the cash proceeds contributed to its common equity from the Net Cash Proceeds of any Permitted Equity Issuance (other than Net Cash Proceeds constituting any Cure Amount), except to the extent such Net Cash Proceeds have been applied to make Investments pursuant to Section 7.02(o) or prepayments, redemptions, repurchases, defeasances or other

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satisfactions prior to maturity of any Junior Financing pursuant to Section 7.14 or to make previous Restricted Payments pursuant to this Section 7.06(c) ;

(d) to the extent constituting Restricted Payments, the Borrower and its Restricted Subsidiaries may enter into transactions expressly permitted by Section 7.02 , 7.04 , 7.08 or 7.14 ;

(e) the Borrower or any Restricted Subsidiary may make Restricted Payments to Holdings, so long as, with respect to any such Restricted Payments made pursuant to sub-clause (iv) or sub-clause (vii) below, no Event of Default under Section 8.01(a) , (f) or (g) shall have occurred and be continuing or would result therefrom:

(i) so long as the Borrower is a member of a consolidated, combined or unitary group of which Holdings is the parent for foreign, federal, state or provincial or local income tax purposes, the proceeds of which will be used to pay the tax liability to each foreign, federal, state, provincial or local jurisdiction in respect of which a consolidated, combined, unitary or affiliated return is filed by Holdings that includes the Borrower and its Subsidiaries, to the extent such tax liability does not exceed the lesser of (x) the taxes that would have been payable by the Borrower and its Subsidiaries as a stand-alone group and (y) the actual tax liability of Holdings’ consolidated, combined, unitary or affiliated group, reduced by any such payments paid or to be paid directly by the Borrower or its Subsidiaries; provided that Restricted Payments made under this clause (i) in respect of taxes attributable to the income of Unrestricted Subsidiaries of the Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to the Borrower or its Restricted Subsidiaries;

(ii) the proceeds of which shall be used by Holdings to pay (or to make a Restricted Payment to its direct or indirect parent to enable it to pay) (a) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including, without limitation, administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed $1,500,000 in any 12-month period plus any reasonable and customary indemnification claims made by directors or officers of Holdings attributable to the ownership or operations of the Borrower and its Restricted Subsidiaries or (b) the fees and other amounts described in Section 7.08(d) to the extent that the Borrower would be then permitted under such Section 7.08(d) to pay such fees and other amounts directly;

(iii) the proceeds of which shall be used by Holdings to pay its (or to make a Restricted Payment to its direct or indirect parent to enable it to pay) franchise taxes and similar taxes and other expenses necessary to maintain its corporate existence;

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(iv) the proceeds of which will be used to repurchase the Equity Interests of Holdings (or to make a Restricted Payment to its direct or indirect parent to enable it to repurchase its Equity Interest) from directors, employees or members of management of Holdings or any Restricted Subsidiary (or their estate, family members, spouse and/or former spouse), in an aggregate amount not in excess of (A) $5,000,000 (or $7,500,000 after a Qualifying IPO) in any calendar year; provided , that the Borrower may carry over and make in any subsequent calendar year or years, in addition to the amount for such subsequent calendar year, the amount not utilized in the prior calendar year or years up to a maximum of $5,000,000 (or $7,500,000 after a Qualifying IPO) with respect to such subsequent calendar year; provided , further , that the amounts set forth in this clause (e)(iv) may be further increased by (A) the proceeds of any key-man life insurance maintained by Holdings (or its direct or indirect parent), the Borrower or a Restricted Subsidiary, to the extent such proceeds are received by the Borrower or a Restricted Subsidiary, plus (B) to the extent contributed in cash to the common equity of the Borrower, the Net Cash Proceeds from the sale of Equity Interests of any of the Borrower’s or its direct or indirect parent companies, in each case to members of management, managers, directors or consultants of Holdings, the Borrower, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Closing Date;

(v) the proceeds of which are applied to the purchase or other acquisition by Holdings of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person that, provided that if such purchase or other acquisition had been made by the Borrower, it would have constituted a “Permitted Acquisition” permitted to be made pursuant to Section 7.02 ; provided, that (A) such Restricted Payment shall be made concurrently with the closing of such purchase or other acquisition and (B) Holdings shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Borrower or its Restricted Subsidiaries or (2) the merger (to the extent permitted in Section 7.04 ) of the Person formed or acquired into the Borrower or its Restricted Subsidiaries in order to consummate such purchaser or other acquisition;

(vi) repurchases of Equity Interests of Holdings deemed to occur upon the non-cash exercise of stock options and warrants; and

(vii) the proceeds of which shall be used by Holdings to pay, or to make Restricted Payments to allow any direct or indirect parent thereof to pay, other than to Affiliates of Holdings (other than Affiliates that are bona fide investment banks), a portion of any customary fees and expenses related to any unsuccessful equity offering by Holdings (or any direct or indirect parent thereof), or any unsuccessful debt offering by any direct or indirect parent of Holdings, in each case directly attributable to the operations of the Borrower and its Restricted Subsidiaries;

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(f) in addition to the foregoing Restricted Payments, the Borrower may make additional Restricted Payments to Holdings in an aggregate amount not to exceed the sum of (1) an amount (which shall not be less than zero) equal to the greater of $20,000,000 and 1.5% of Consolidated Total Assets; plus (2) the portion, if any, of the Cumulative Credit on the date of such election that the Borrower elects to apply to this Section 7.06(f)(2) , such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied, provided that (in the case of this Section 7.06(f)(2) ) immediately before and immediately after giving effect to any such Restricted Payment, no Default or Event of Default shall have occurred and be continuing;

(g) after a Qualifying IPO, Restricted Payments of up to 6% per annum of the Net Cash Proceeds contributed to the common equity of the Borrower from such Qualifying IPO provided that immediately before and immediately after giving effect to any such Restricted Payment, no Default or Event of Default shall have occurred and be continuing;

(h) Restricted Payments made on the Closing Date to consummate the Transactions; and

(i) repurchases of Equity Interests of Holdings, the Borrower or any Restricted Subsidiary to fund the payment of withholding or similar Taxes that are payable by any future, present or former employee, director, manager or consultant (or any spouse, former spouse, successor, executor, administrator, heir, legatee or distributee of any of the foregoing) in connection with the exercise of stock options.

7.07 Change in Nature of Business . Engage in any material line of business substantially different from those lines of business conducted by the Borrower and its Restricted Subsidiaries on the Closing Date or any business reasonably related or ancillary thereto.

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payable in connection with transactions permitted by this Agreement, in amounts that are usual, customary and market for such transactions) and (ii) the payment of related indemnities and reasonable expenses, (e) customary fees and indemnities may be paid to any directors of Holdings (or any direct or indirect parent thereof), the Borrower and its Restricted Subsidiaries and reasonable out-of-pocket costs of such Persons may be reimbursed, in each case, to the extent directly attributable to the operations of the Borrower and its Restricted Subsidiaries, (f) the Borrower and its Restricted Subsidiaries may enter into employment, severance or collective bargaining arrangements or consultant or employee benefit with officers, employees and directors in the ordinary course of business and transactions pursuant to stock option, stock appreciation rights, stock incentive or other equity compensation plans and employee benefit plans and arrangements in the ordinary course of business, (g) the Borrower and its Restricted Subsidiaries may make payments pursuant to the tax sharing agreements among the Borrower and its Restricted Subsidiaries, (h) Restricted Payments permitted under Section 7.06 , (i) Investments in the Borrower’s Subsidiaries and Joint Ventures (to the extent any such Subsidiary that is not a Restricted Subsidiary or any such Joint Venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary or Joint Venture) to the extent otherwise permitted under Section 7.02 , (j) any payments required to be made pursuant to the Acquisition Agreement, (k) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services or providers of employees or other labor, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Borrower or the Restricted Subsidiaries, in the reasonable determination of the members of the Board of Directors of the Borrower or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated Person; (l) the Transactions; (m) pledges of Equity Interests of the Unrestricted Subsidiary to secured Indebtedness of such Unrestricted Subsidiary; (n) the provision of cash collateral permitted under Section 7.01 and payments and distributions of amounts therefrom; and (o) transactions pursuant to agreements in existence on the Closing Date and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect.

7.09 Burdensome Agreements . Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document or any Second Lien Loan Document) that limits the ability:

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this clause (ii) shall not apply to agreements that are binding on a Person that becomes a Restricted Subsidiary pursuant to the second sentence of the definition of “Unrestricted Subsidiary” unless any such agreement would have otherwise been permitted under this Section 7.09(a) had such Person been a Restricted Subsidiary at the time of entering into such agreement, (iii) any agreement included in any agreement governing Indebtedness of a Restricted Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03 ; (iv) (x) any agreement in connection with a Disposition permitted by Section 7.05 and (y) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 7.02 ), which limitation is applicable only to the assets that are the subject of such agreements, (v) customary provisions in joint venture agreements or other similar agreements applicable to Joint Ventures permitted under Section 7.02 and applicable solely to such Joint Venture entered into in the ordinary course of business, (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (vii) customary restrictions contained in the Permitted Other Indebtedness, Specified Refinancing Debt, Specified Second Lien Refinancing Debt, Permitted Ratio Debt and Indebtedness incurred pursuant to Section 7.03(f) or (n) ( provided that the provisions of any such Indebtedness are not, taken as a whole, materially more restrictive (as determined by the Borrower in good faith) than similar restrictions contained in this Agreement), (viii) applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (ix) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; or

(b) of Holdings or any other Loan Party to create, incur, assume or suffer to exist Liens on property of such Person to secure the First Lien Obligations except for (i) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03(e) or 7.03(k)(B) but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, (ii) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (iii) customary restrictions contained in the Permitted Other Indebtedness, Specified Refinancing Debt, Specified Second Lien Refinancing Debt, Permitted Ratio Debt and Indebtedness incurred pursuant to Section 7.03(f) or (n) ( provided that such restrictions do not restrict the Liens securing the First Lien Obligations or the first priority status thereof), (iv) restrictions arising in connection with cash or other deposits permitted under Sections 7.01 or 7.02 and limited to such cash or deposit, (v) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (vi) restrictions arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (vii) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business.

7.10 Use of Proceeds . Use the proceeds of any Credit Extension, whether directly or indirectly, to (a) purchase or carry margin stock (within the meaning of Regulation U of the FRB), (b) extend credit to others for the purpose of purchasing or carrying margin stock or

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to refund Indebtedness originally incurred for such purpose or (c) other than pursuant to and in accordance with Section 6.11 .

7.11 Maximum First Lien Leverage Ratio . Without the prior written consent of the Required Revolving Lenders, permit the First Lien Leverage Ratio, as calculated on a Pro Forma Basis , as of the last day of any fiscal quarter (but only if (other than as set forth in Section 4.02(d)) on the last day of such fiscal quarter the Total Revolving Credit Outstandings (exclusive of (x) all Cash Collateralized L/C Obligations and (y) the aggregate amount available to be drawn under all Letters of Credit that have not been Cash Collateralized in an amount not exceeding 50% of the Revolving Credit Facility) is in excess of the Covenant Trigger Amount), to be greater than 5.25:1.00.

7.12 Amendments of Organization Documents . Amend any of its Organization Documents in a manner materially adverse to the Administrative Agent, the Collateral Agent or the Lenders; it being understood and agreed that changes in organization of the Borrower or any of its Restricted Subsidiaries (such as conversion of a corporation into a limited liability company) shall not be deemed materially adverse to the Administrative Agent, the Collateral Agent or the Lenders; provided that the Borrower and its Restricted Subsidiaries shall comply with the provisions of Sections 6.12 and 6.14 with respect to such changes in organization.

7.13 Accounting Changes . Make any change in (a) accounting policies or reporting practices, except as required or permitted by GAAP and pursuant to Section 1.03(c) , or (b) in the case of the Borrower only, fiscal year.

7.14 Prepayments, Etc. of Indebtedness and Modifications of Certain Debt Instruments. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (1) the principal of or interest on, or any other amount owing in respect of, the Second Lien Loans, (2) any Permitted Ratio Debt, (3) any Specified Refinancing Debt that is unsecured or secured on a junior basis to the First Lien Obligations or any Permitted Other Indebtedness that is unsecured or secured on a junior basis to the First Lien Obligations or (4) any Specified Affiliate Indebtedness (collectively, together with any Permitted Refinancing of any of the foregoing, “ Junior Financing ”), or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) a prepayment of Junior Financing made using the portion, if any, of the Cumulative Credit on the date of such election that the Borrower elects to apply to this Section Error! Reference source not found. , such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied; provided that immediately before and immediately after giving Pro Forma Effect to any such prepayment, no Default or Event of Default shall have occurred and be continuing; (ii) (A) the refinancing of the Second Lien Loans or any other Junior Financing (other than Specified Affiliate Indebtedness) with the Net Cash Proceeds of any Permitted Ratio Debt or of any Permitted Equity Issuance (other than Net Cash Proceeds constituting any Cure Amount) (except to the extent the Net Cash Proceeds of any such Permitted Equity Issuance have been applied to make Investments pursuant to Section 7.02(o) or Restricted Payments pursuant to Section 7.06(c) or previously applied to make prepayments, redemptions, repurchases, defeasances or other satisfactions prior to maturity of any Junior Financing pursuant to this Section 7.14 ) and (B) the refinancing of the Second Lien Loans or any

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Indebtedness described in the preceding clause (a)(3) with the proceeds of any Specified Second Lien Refinancing Debt in respect thereof or any Permitted Other Indebtedness that is unsecured or secured on a junior basis to the First Lien Obligations, in each case, to the extent not required to prepay any Loans or Facility pursuant to Section 2.05(b) ; (iii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests); (iv) the prepayment of any Junior Financing or Permitted Refinancing thereof, in an aggregate amount not to exceed an amount (which shall not be less than zero) equal to the greater of $20,000,000 and 1.5% of Consolidated Total Assets, (v) (A) any repayment or prepayment of Specified Affiliate Indebtedness that is permitted by clause (L) of Section 7.03(r) and (B) the refinancing of Specified Affiliate Indebtedness with the Net Cash Proceeds of any Permitted Equity Issuance (other than Net Cash Proceeds constituting any Cure Amount) (except to the extent the Net Cash Proceeds of any such Permitted Equity Issuance have been applied to make Investments pursuant to Section 7.02(o) or Restricted Payments pursuant to Section 7.06(c) or previously applied to make prepayments, redemptions, repurchases, defeasances or other satisfactions prior to maturity of any Junior Financing pursuant to this Section 7.14 ) and (vi) as contemplated by clause (x) of the last sentence of Section 2.05(c) of this Agreement or (b) amend, modify or change in any manner materially adverse to the interests of the Administrative Agent, the Collateral Agent or the Lenders any term or condition of any Junior Financing Documentation.

7.15 Holding Companies . (a) In the case of Holdings, (i) conduct, transact or otherwise engage in any business or operations other than those incidental to its ownership of the Equity Interests of the Borrower and the performance of the Loan Documents, the Second Lien Loan Documents, any Specified Refinancing Debt or any Specified Second Lien Refinancing Debt, (ii) incur any Indebtedness (other than (x) the First Lien Obligations and the Second Lien Obligations, (y) intercompany Indebtedness incurred in lieu of Restricted Payments permitted under Section 7.06 and Indebtedness of the type described in Sections 7.03(i) through (m) (other than Section 7.03(k)(B) ), 7.03(o) and 7.03(p) and (z) Guarantees of Indebtedness permitted by Section 7.03(n) , 7.03(s) , (t) , (u) or (v) ), (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant to any Loan Document or any Second Lien Loan Document, Permitted Other Indebtedness Liens, Specified Refinancing Liens, Specified Second Lien Refinancing Liens or non-consensual Liens arising solely by operation of law); or (iv) make any Investments (other than (x) Investments in the Borrower or its Restricted Subsidiaries (including any temporary Investments to facilitate Permitted Acquisitions and other Investments permitted by Section 7.02 ) or (y) Investments of the type permitted by Section 7.02(a) , (b) , (h) , (k) or (m) .

(b) Nothing in this Section 7.15 shall prevent Holdings from (i) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (ii) the performance of its obligations with respect to the Transactions, (iii) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), (iv) making Restricted Payments or Dispositions (other than Dispositions of the Equity Interests of the Borrower), (v) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (vi) holding any cash and Cash Equivalents (but not operating any property), (vii) providing indemnification to officers, managers and directors, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any

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rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders and (ix) any activities incidental to the foregoing.

ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES

8.01 Events of Default . Any of the following shall constitute an Event of Default (each, an “ Event of Default ”):

(a) Non-Payment . The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan, or (ii) within five (5) Business Days after the same becomes due, any interest on any Loan or on any L/C Obligation, any L/C Obligation or any fee due hereunder, or any other amount payable hereunder or with respect to any other Loan Document; or

(b) Specific Covenants . Any Loan Party fails to perform or observe any term, covenant or agreement contained in clause (y) of the final paragraph of Section 4.01 , any of Sections 6.03(a) , 6.05 (solely with respect to the Borrower) and 6.11 or Article VII (subject to, in the case of the financial covenant contained in Section 7.11 , the cure rights contained in Section 8.03 ); provided that a Default or an Event of Default that results from a failure of the Borrower to comply with Section 7.11 shall not constitute a Default or an Event of Default for purposes of the Term Facility or any other facility other than the Revolving Facility unless and until the date upon which the Required Revolving Lenders have actually terminated all Revolving Credit Commitments and declared all Revolving Credit Loans and other related First Lien Obligations to be immediately due and payable in accordance with this Agreement; or

(c) Other Defaults . Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after notice thereof by the Administrative Agent or the Collateral Agent to the Borrower; or

(d) Representations and Warranties . Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document required to be delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

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(B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness; provided , further , that such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to any termination of the Revolving Credit Commitments or acceleration of the Loans pursuant to Section 8.02 ; or

(f) Insolvency Proceedings, Etc . Any Loan Party or any of its Restricted Subsidiaries that is not an Immaterial Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days or an order for relief is entered in any such proceeding; or

(g) Inability to Pay Debts; Attachment . (i) Any Loan Party or any Restricted Subsidiary that is not an Immaterial Subsidiary thereof becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within sixty (60) calendar days after its issue or levy; or

(h) Judgments . There is entered against any Loan Party or any Restricted Subsidiary a final judgment or order for the payment of money in an aggregate amount (as to all such judgments and orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has been notified of such judgment or order and does not deny coverage) and there is a period of sixty (60) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(i) ERISA . (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in

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liability of any Loan Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect, or (ii) any Loan Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect; or

(j) Invalidity of Loan Documents . Any provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Section 7.04 or 7.05) or satisfaction in full of all the First Lien Obligations, ceases to be in full force and effect; or any Loan Party contests in writing the validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document (other than as a result of repayment in full of the First Lien Obligations and termination of the Aggregate Commitments), or purports to revoke or rescind any Loan Document; or

(k) Change of Control . There occurs any Change of Control; or

(l) Collateral Documents . Any Collateral Document after delivery thereof shall for any reason (other than pursuant to the terms thereof including as a result of a transaction permitted under Section 7.04 or 7.05 ) cease to create a valid and perfected first priority lien on and security interest in the Collateral covered thereby, subject to Liens permitted under Section 7.01 , except to the extent that any such perfection or priority is not required pursuant to Section 4.01, Section 6.12 or Section 6.14 or results from the failure of the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents.

Solely for the purpose of determining whether a Default or Event of Default has occurred under clause (f) or (g) of Section 8.01 , any reference in any such clause to any Restricted Subsidiary shall be deemed to exclude any Immaterial Subsidiary (provided however that all Restricted Subsidiaries affected by any event or circumstance referred to in any such clause shall be considered together, as a single consolidated Restricted Subsidiary, for purposes of determining whether the condition specified above is satisfied).

8.02 Remedies Upon Event of Default . If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(a) declare the commitment of each Lender to make Loans and any obligation of each L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment,

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demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;

(c) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

(d) exercise on behalf of itself, the L/C Issuers and the Lenders all rights and remedies available to it, the L/C Issuers and the Lenders under the Loan Documents, under any document evidencing Indebtedness in respect of which the Facilities have been designated as “Designated Senior Debt,” and/or under applicable Law;

provided , however , that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender may take any action with respect to an Event of Default arising out of Section 8.01(b) resulting solely from the breach of Section 7.11 , without the express instructions from the Required Revolving Lenders.

8.03 Right to Cure . Notwithstanding anything to the contrary contained in Section 8.01 or 8.02 , in the event that the Borrower fails to comply with the requirements of the financial covenant set forth in Section 7.11 , then (A) until the expiration of the 10th day subsequent to the date the relevant financial statements are required to be delivered with respect to such fiscal quarter pursuant to Section 6.01(a) or 6.01(b) , the Borrower shall have the right to issue common equity to Holdings for cash (the “ Cure Right ”), and upon the receipt by the Borrower of such cash (the “ Cure Amount ”) pursuant to the exercise by the Borrower of such Cure Right, the calculation of Consolidated EBITDA as used in the financial covenant set forth in Section 7.11 shall be recalculated giving effect to the following pro forma adjustments:

(i) Consolidated EBITDA shall be increased, solely for the purpose of measuring the financial covenant set forth in Section 7.11 and not for any other purpose under this Agreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs or the Applicable Rate or reducing any outstanding Indebtedness (or increasing cash or Cash Equivalents) for such fiscal quarter of the Loan Parties or their Restricted Subsidiaries), by an amount equal to the Cure Amount; provided that the receipt by the Borrower of the Cure Amount pursuant to the Cure Right shall be deemed to have no other effect whatsoever under this Agreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs or the Applicable Rate or reducing any outstanding Indebtedness (or increasing cash or Cash Equivalents) for such fiscal quarter of the Loan Parties or their Restricted Subsidiaries); and

(ii) If, after giving effect to the foregoing recalculations, the Borrower shall

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then be in compliance with the requirements of the financial covenant set forth in Section 7.11 , the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 7.11 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the financial covenant set forth in Section 7.11 that had occurred shall be deemed cured for the purposes of this Agreement; and

(B) upon receipt by the Administrative Agent of written notice, prior to the expiration of the 10 th day subsequent to the date the relevant financial statements are required to be delivered pursuant to Section 6.01 (the “ Anticipated Cure Deadline ”), that the Borrower intends to exercise the Cure Right in respect of a fiscal quarter, the Lenders shall not be permitted to accelerate Loans held by them or to exercise remedies against the Collateral on the basis of a failure to comply with the requirements of the financial covenant set forth in Section 7.11 until such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Anticipated Cure Deadline; provided that, for the avoidance of doubt, no Credit Extension under the Revolving Credit Facility shall be made for so long as the Borrower is not in compliance with the financial covenant set forth in Section 7.11 and such non-compliance has not been cured in accordance with the provisions of this Section 8.03 .

Notwithstanding anything herein to the contrary, (i) in each four-fiscal-quarter period there shall be at least two fiscal quarters in respect of which the Cure Right is not exercised, (ii) there can be no more than five fiscal quarters in respect of which the Cure Right is exercised during the term of the Revolving Credit Facility, and (iii) for purposes of this Section 8.03 , the Cure Amount utilized shall be no greater than the amount required for purposes of complying with the financial covenant set forth in Section 7.11 .

8.04 Application of Funds . After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02 ), any amounts received on account of the First Lien Obligations shall, subject to the provisions of Sections 2.15 and 2.16 , be applied by the Collateral Agent in the following order:

First , to payment of that portion of the First Lien Obligations constituting fees, indemnities, expenses and other amounts (including fees, disbursements and other charges of counsel payable under Section 10.04 and amounts payable under Article III ) payable to the Administrative Agent or the Collateral Agent, each in its capacity as such;

Second , to payment of that portion of the First Lien Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuers (including fees, disbursements and other charges of counsel payable under Sections 10.04 and 10.05 ) arising under the Loan Documents and amounts payable under Article III , ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third , to payment of that portion of the First Lien Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings,

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ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them;

Fourth , to payment of that portion of the First Lien Obligations constituting unpaid principal of the Loans, the L/C Borrowings and First Lien Obligations then owing under Secured Hedge Agreements and the Secured Cash Management Agreements, ratably among the Lenders, the L/C Issuers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them;

Fifth , to the Administrative Agent for the account of each L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Section 2.03 and 2.15 ;

Sixth , to the payment of all other First Lien Obligations of the Loan Parties owing under or in respect of the Loan Documents that are due and payable to the Administrative Agent, the Collateral Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such First Lien Obligations owing to the Administrative Agent, the Collateral Agent and the other Secured Parties on such date;

Seventh , to the Second Lien Collateral Agent, to be applied in accordance with the Second Lien Loan Documents or as otherwise provided in the Intercreditor Agreement; and

Last , the balance, if any, after all of the First Lien Obligations and all obligations under the Second Lien Loan Documents have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Subject to Sections 2.03(c) and 2.15 , amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired without any pending drawing thereon, such remaining amount shall be applied to the other First Lien Obligations, if any, in the order set forth above.

Notwithstanding anything herein to the contrary, the Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to the First Lien Obligations otherwise set forth above in this Section 8.04 .

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ARTICLE IX

ADMINISTRATIVE AGENT AND OTHER AGENTS

9.01 Appointment and Authorization of Agents .

(a) Each Lender and each L/C Issuer hereby irrevocably appoints, designates and authorizes the Administrative Agent and the Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, no Agent shall have any duties or responsibilities, except those expressly set forth herein, nor shall any Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and such L/C Issuer shall have all of the benefits and immunities (i) provided to the Agents in this Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as used in this Article IX and in the definition of “Agent-Related Person” included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such L/C Issuer.

(c) The Administrative Agent shall also act as the Collateral Agent under the Loan Documents, and each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 9.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent) shall be entitled to the benefits of all provisions of this Article IX (including, without limitation, Section 9.07 , as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent under the Loan Documents) as if set forth in full herein with respect thereto.

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through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. None of the Administrative Agent or the Collateral Agent shall be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of its own gross negligence or willful misconduct to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction.

9.03 Liability of Agents . No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein, to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent or the Collateral Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof.

9.04 Reliance by Agents .

(a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

(b) For purposes of determining compliance with the conditions specified in Section 4.01 , each Lender that has signed this Agreement shall be deemed to have

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consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

9.05 Notice of Default . None of the Administrative Agent or the Collateral Agent shall be deemed to have knowledge or notice of the occurrence of any Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the applicable Lenders, unless it shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Default and stating that such notice is a “notice of default.” Each of the Administrative Agent and the Collateral Agent will notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to any Event of Default as may be directed by the Required Lenders in accordance with Article VIII ; provided , however , that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default as it shall deem advisable or in the best interest of the Lenders.

9.06 Credit Decision; Disclosure of Information by Agents . Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any Agent herein, such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person.

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from and against any and all Indemnified Liabilities incurred by it; provided , however , that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided , however , that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07 ; provided , further , that to the extent any L/C Issuer is entitled to indemnification under this Section 9.07 solely in its capacity and role as L/C Issuer, only the Revolving Credit Lenders shall be required to indemnify such L/C Issuer in accordance with this Section 9.07 . In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent and the Collateral Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including the fees, disbursements and other charges of counsel) incurred by the Administrative Agent or the Collateral Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent or the Collateral Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section 9.07 shall survive termination of the Aggregate Commitments, the payment of all other First Lien Obligations and the resignation of the Administrative Agent or the Collateral Agent.

9.08 Agents in their Individual Capacities . Any Agent and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though it were not an Agent or an L/C Issuer hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, an Agent or its Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that such Agent shall be under no obligation to provide such information to them. With respect to its Loans, such Agent shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not an Agent or an L/C Issuer, and the terms “Lender” and “Lenders” include such Agent in its individual capacity.

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agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent” and “Collateral Agent” shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the retiring Administrative Agent’s appointment, powers and duties as the Administrative Agent and the Collateral Agent shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent and the Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective on such date and the retiring Administrative Agent may (but shall not be obligated to) with the consent of the Borrower at all times other than during the existence of an Event of Default (which consent shall not be unreasonably withheld or delayed and shall be deemed given if the Borrower fails to respond within ten (10) Business Days) on behalf of the Lenders and the L/C Issuers, appoint a successor Administrative Agent from among the Lenders. If a successor Administrative Agent has not so been appointed, the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. With effect from the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of any appointment as the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent and the Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent and the Collateral Agent.

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rights, powers, privileges and duties of the retiring L/C Issuer or the retiring Collateral Agent, (ii) the retiring L/C Issuer or the retiring Collateral Agent shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

9.10 Administrative Agent May File Proofs of Claim . In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent or the Collateral Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent or the Collateral Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other First Lien Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuers, the Administrative Agent or the Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuers, the Administrative Agent or the Collateral Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuers, the Administrative Agent or the Collateral Agent under Sections 2.03(h) and (i) , 2.09 and 10.04 ) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent or the Collateral Agent and, in the event that the Administrative Agent or the Collateral Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent or the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due the Administrative Agent or the Collateral Agent under Sections 2.09 and 10.04 .

Nothing contained herein shall be deemed to authorize the Administrative Agent or the Collateral Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the First Lien Obligations or the rights of any Lender or to authorize the Administrative Agent or the Collateral Agent to vote in respect of the claim of any Lender in any such proceeding, except as set forth in clause (A)(z) of the second to last paragraph of Section 10.01 .

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9.11 Collateral and Guaranty Matters . Each of the Lenders (including in their capacities as potential or actual Hedge Banks and potential or actual Cash Management Banks) and each L/C Issuer irrevocably authorize the Collateral Agent, at its option and in its discretion,

(a) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all First Lien Obligations (other than (A) contingent indemnification obligations not yet accrued and payable and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer shall have been made), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (iii) subject to Section 10.01 , if approved, authorized or ratified in writing by the Required Lenders;

(b) to subordinate or release any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) or, in the case of subordination only, 7.01(q) ; and

(c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder.

Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11 . In each case as specified in this Section 9.11 , the Collateral Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11 .

9.12 Secured Cash Management Agreements and Secured Hedge Agreements . No Cash Management Bank or Hedge Bank that obtains the benefits of Section 8.04 , any Guaranty or any Collateral by virtue of the provisions hereof or of any Guaranty or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, none of the Administrative Agent or the Collateral Agent shall be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, First Lien Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements unless the

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Administrative Agent and the Collateral Agent have received written notice of such First Lien Obligations, together with such supporting documentation as the Administrative Agent or the Collateral may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be.

9.13 Other Agents; Arranger and Managers . None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a “syndication agent,” “documentation agent,” “joint lead arranger,” or “bookrunner” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

9.14 Appointment of Supplemental Administrative Agents .

(a) Each of the Administrative Agent and the Collateral Agent is hereby authorized to appoint additional Persons selected by it in its sole discretion as a separate trustee, co-trustee, administrative agent, collateral agent, administrative sub-agent or administrative co-agent (any such additional individual or institution being referred to herein individually as a “ Supplemental Administrative Agent ” and collectively as “ Supplemental Administrative Agents ”).

(b) In the event that the Collateral Agent appoints a Supplemental Administrative Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended by this Agreement or any of the other Loan Documents to be exercised by or vested in or conveyed to the Collateral Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Administrative Agent to the extent, and only to the extent, necessary to enable such Supplemental Administrative Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Loan Documents and necessary to the exercise or performance thereof by such Supplemental Administrative Agent shall run to and be enforceable by either the Collateral Agent or such Supplemental Administrative Agent, and (ii) the provisions of this Article IX and of Section 9.07 (obligating the Borrower to pay the Collateral Agent’s expenses and to indemnify the Collateral Agent) that refer to the Collateral Agent shall inure to the benefit of such Supplemental Administrative Agent and all references therein to the Collateral Agent shall be deemed to be references to the Collateral Agent and/or such Supplemental Administrative Agent, as the context may require.

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and all such instruments promptly upon request by the Administrative Agent or the Collateral Agent. In case any Supplemental Administrative Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Administrative Agent, to the extent permitted by Law, shall vest in and be exercised by the Administrative Agent or the Collateral Agent, as applicable, until the appointment of a new Supplemental Administrative Agent.

9.15 Withholding . To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any withholding tax applicable to such payment. If the IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender for any reason, or the Administrative Agent has paid over to the IRS applicable withholding tax relating to a payment to a Lender but no deduction has been made from such payment, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including any penalties or interest and together with any and all expenses incurred, unless such amounts have been indemnified by any Loan Party or the relevant Lender.

ARTICLE X

MISCELLANEOUS

10.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided , however , that (x) the Administrative Agent and the Borrower may, with the consent of the other (and no other Person), amend, modify or supplement this Agreement and any other Loan Document to cure any ambiguity, omission, typographical error, mistake, defect or inconsistency if such amendment, modification or supplement does not adversely affect the rights of any Agent, any L/C Issuer or any Lender or to cause one or more Loan Documents to be consistent with other Loan Documents, (y) only the consent of the Borrower and the Required Revolving Lenders shall be necessary to amend, waive or modify the terms and provisions of Sections 4.02 (with respect to the Credit Extensions under the Revolving Credit Facility, other than any L/C Credit Extension for which the consent of each applicable L/C Issuer shall also be required), 7.11, 8.01(b) (to the extent arising from the breach of Section 7.11 ) or the application of the proviso thereto and the last sentence of Section 8.02 (and related definitions as used in such Sections, but not as used in other Sections of this Agreement), and no such amendment, waiver or modification shall become effective without the consent of the Required Revolving Lenders and (z) no such amendment, waiver or consent shall:

(a) extend or increase the Commitment of any Lender without the written consent of each Lender directly affected thereby (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Event of Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender);

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(b) postpone any date scheduled for any payment of principal of, or interest on, any Loan or L/C Borrowing, or any fees or other amounts payable hereunder, without the written consent of each Lender directly affected thereby, it being understood that the waiver of any mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest;

(c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iii) of the second proviso to this Section 10.01 ) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, it being understood that any change to the definition of First Lien Leverage Ratio or in the component definitions thereof shall not constitute a reduction in the rate; provided , however , that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;

(d) change (i) any provision of this Section 10.01 , Section 2.06(c) or the definition of “Required Lenders”, or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder (other than the definitions specified in clause (ii) of this Section 10.01(d) ), without the written consent of each Lender or (ii) the definition of “Required Revolving Lenders,” “Required Term Lenders” without the written consent of each Lender under the applicable Facility;

(e) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;

(f) release all or substantially all of the value of the guarantees made by the Guarantors, without the written consent of each Lender; or

(g) change (A) Section 2.13 or Section 8.04 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender or (B) the order of application of any reduction in the Commitments from the application thereof set forth in the applicable provisions of Section 2.06(a) , 2.06(b) or 2.06(c) or any prepayment of Loans among the Facilities from the application thereof set forth in the applicable provisions of Section 2.05(a) or 2.05(b) , respectively, in any manner that materially and adversely affects the Lenders under a Facility (or any Class thereof) and in a manner different than Lenders under any other Facility (or other Class under such Facility), without the written consent of (x) if such Facility is the Term Facility, the Required Term Lenders (or the majority Lenders with respect to such Class determined in a manner consistent with the definition of the “Required Term Lenders”) and (y) if such Facility is the Revolving Credit Facility, the Required Revolving Lenders (or the majority Lenders with respect to such Class determined in a manner consistent with the definition of the “Required Revolving Lenders”);

and provided , further that (i) no amendment, waiver or consent shall, unless in writing and signed by the applicable L/C Issuer in addition to the Lenders required above, affect the rights or

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duties of such L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document; (iii) Section 10.07(g) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; (v) this Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Persons providing any Specified Refinancing Debt to permit the refinancing of all outstanding Term Loans of any Class with replacement term loans in the amount of such Specified Refinancing Debt, to add such replacement term loans to this Agreement and to permit such replacement term loans and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Loans and the accrued interest and fees in respect thereof; (vi) this Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Persons providing any Specified Refinancing Debt to permit the refinancing of all outstanding Revolving Credit Loans of any Class with replacement revolving credit loans in the amount of such Specified Refinancing Debt, to add such replacement revolving credit loans to this Agreement and to permit such replacement revolving credit loans and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Loans and the accrued interest and fees in respect thereof; (vii) this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (x) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders; and (viii) this Agreement may be amended (or amended and restated) to the extent required to give effect of the provisions of Section 2.14 . Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended, the maturity of any of its Loans may not be extended and the principal amount of any of its Loans may not be forgiven, in each case without the consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.

Notwithstanding anything to the contrary contained herein:

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discussions (or portion thereof) among an Agent, an Arranger or any Lender to which representatives of the Borrower are not then present, (ii) receive any information or material prepared by an Agent, an Arranger or any Lender or any communication by or among an Agent, an Arranger and one or more Lenders, except to the extent such information or materials have been made available to the Borrower or its representatives, (iii) make or bring (other than as a passive participant in or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, against an Agent (except with respect to any rights expressly retained by such Affiliated Lender under the Loan Documents, which shall not be required to be waived) or an Arranger, or (iv) receive advice of counsel to an Agent, an Arranger or any other Lender (other than counsel to the Affiliated Lenders), or challenge an Agent’s, an Arranger’s or any Lender’s attorney-client privilege and (z) each Affiliated Lender that is a Non-Debt Affiliate hereby agrees that if a proceeding under any Debtor Relief Law shall be commenced by or against the Borrower or any other Loan Party, such Affiliated Lender irrevocably authorizes and empowers the Administrative Agent to vote on behalf of such Affiliated Lender with respect to the Loans held by such Affiliated Lender in any manner in the Administrative Agent’s sole discretion, unless the Administrative Agent instructs such Affiliated Lender to vote, in which case such Affiliated Lender shall vote with respect to the Loans held by it as the Administrative Agent directs; provided that such Affiliated Lender shall be entitled to vote in accordance with its sole discretion (and not in accordance with the direction of the Administrative Agent) in connection with any plan of reorganization to the extent any such plan of reorganization proposes to treat any First Lien Obligations held by such Affiliated Lender in a disproportionately adverse manner to such Affiliated Lender than the proposed treatment of similar First Lien Obligations held by Lenders that are not Affiliated Lenders; and

(B) in connection with any “Required Lender” or “Required Term Lender” votes or Class votes with respect to any Class of Term Loans, Lenders that are Debt Fund Affiliates shall not be permitted, in the aggregate, to account for more than 49.9% of the amounts includable in determining whether the “Required Lenders,” “Required Term Lenders” or a majority of Lenders with respect to such Class have consented to any amendment, modification, waiver, consent or other action that is subject to such vote. The voting power of each Lender that is a Debt Fund Affiliate shall be reduced, pro rata, to the extent necessary in order to comply with the immediately preceding sentence.

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Commitments or Loans of such Class(es) under such Affected Facility as to which such Lender’s acceptance has been made. The Borrower and each Loan Modification Accepting Lender shall execute and deliver to the Administrative Agent an agreement in form and substance satisfactory to the Administrative Agent giving effect to the Permitted Amendment (a “ Loan Modification Agreement ”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Loans and Commitments of the Loan Modification Accepting Lenders under the Affected Facility. Notwithstanding the foregoing, no Permitted Amendment shall become effective under this paragraph unless the Administrative Agent shall have received all corporate documents, officers’ certificates or legal opinions consistent with those delivered on the Closing Date under Section 4.01 reasonably requested by the Administrative Agent. As used in this paragraph, “ Permitted Amendments ” shall be limited to (i) an extension of the final maturity date of the applicable Loans of the Loan Modification Accepting Lenders ( provided that such extension may not result in having more than two additional final maturity dates in any year, or more than three additional final maturity dates at any time, under this Agreement without the consent of the Administrative Agent), (ii) a reduction, elimination or extension of the scheduled amortization of the applicable Loans of the Loan Modification Accepting Lenders, (iii) a change in rate of interest (including a change to the Applicable Margin and any provision establishing a minimum rate), premium, or other amount with respect to the applicable Loans of the Loan Modification Accepting Lenders and/or a change in the payment of fees to the Loan Modification Accepting Lenders (such change and/or payments to be in the form of cash, Equity Interests or other property to the extent not prohibited by this Agreement); provided that any additional premiums pursuant to this clause (iii) shall apply to the applicable Loans of the Loan Modification Accepting Lenders after the Latest Maturity Date then in effect with respect to the Affected Facility and (iv) any other amendment to a Loan Document required to give effect to the Permitted Amendments described in clauses (i) through (iii) of this sentence.

10.02 Notices; Effectiveness; Electronic Communications .

(a) General . Unless otherwise expressly provide herein, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to the Borrower, the Administrative Agent, the Collateral Agent or an L/C Issuer, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 10.02 ; and

(ii) if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire.

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Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below shall be effective as provided in such subsection (b) .

(b) Electronic Communications . Notices and other communications to the Lenders and the L/C Issuers hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender or any L/C Issuer pursuant to Article II if such Lender or such L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving, or is unwilling to receive, notices under such Article II by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribe, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c) The Platform . THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENTS DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT-RELATED PERSON IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall any Agent-Related Person have any liability to Holdings, the Borrower, any Lender, any L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from

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the gross negligence or willful misconduct of such Agent-Related Person; provided , however , that in no event shall any Agent-Related Person have any liability to Holdings, the Borrower, any Lender, any L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

(d) Change of Address, Etc . Each of Holdings, the Borrower, the Administrative Agent, the Collateral Agent and each L/C Issuer and may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent, the Collateral Agent and each L/C Issuer. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent have on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws.

(e) Reliance by Administrative Agent, Collateral Agent, L/C Issuers and Lenders . The Administrative Agent, the Collateral Agent, the L/C Issuers and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, the Collateral Agent, each L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

10.03 No Waiver; Cumulative Remedies; Enforcement . No failure by any Lender, any L/C Issuer, the Administrative Agent or the Collateral Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan

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Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuers; provided , however , that the foregoing shall not prohibit (a) the Administrative Agent or the Collateral Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as the Administrative Agent or the Collateral Agent) hereunder and under the other Loan Documents, (b) each L/C Issuer from exercising the rights and remedies that inure to its benefit (solely in its capacity as an L/C Issuer) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.09 (subject to the terms of Section 2.13 ), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided , further , that if at any time there is no Person acting as the Administrative Agent hereunder and under the other Loan Documents, then the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and in addition to the matters set forth in clauses (b) , (c) and (d) of the preceding proviso and subject to Section 2.13 , any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

10.04 Expenses and Taxes . The Borrower agrees (a) to pay or reimburse the Administrative Agent, the Collateral Agent and the Arrangers for all reasonable costs and expenses incurred in connection with the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel (limited to the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent, the Collateral Agent and the Arrangers and, if necessary, of one local counsel in each relevant jurisdiction and of special and conflicts counsel), and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, each Arranger, each L/C Issuer and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law or in connection with any workout or restructuring), including the fees, disbursements and other charges of counsel (limited to the fees, disbursements and other charges of one counsel to the Administrative Agent, the Collateral Agent, the L/C Issuers and the Lenders taken as a whole, and, if necessary, of one local counsel in each relevant jurisdiction and of special counsel and, in the event of any conflict of interest, one additional counsel for the Administrative Agent, the Collateral Agent, each L/C Issuer and each Lender subject to such conflict), in each case without duplication for any amounts paid (or indemnified) under Section 3.01 . The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and

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other out-of-pocket expenses incurred by any Agent. All amounts due under this Section 10.04 shall be paid within five (5) Business Days after invoiced or demand therefor. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other First Lien Obligations. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent, the Collateral Agent, any Arranger, any L/C Issuer or any Lender, in its sole discretion.

10.05 Indemnification by the Borrower . Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify and hold harmless the Administrative Agent, the Syndication Agent, the Documentation Agent, each Arranger, each Agent-Related Person, each Lender, each L/C Issuer and their respective Affiliates, partners, directors, officers, employees, counsel, agents and, in the case of any funds, trustees, advisors, and other representatives and attorneys-in-fact (collectively the “ Indemnitees ”) from and against (and will reimburse each Indemnitee as the same are incurred for) any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs (including settlement costs), expenses and disbursements (including the fees, disbursements and other charges of (i) one counsel to the Indemnitees taken as a whole, (ii) in the case of any conflict of interest, additional counsel to the affected Lender or group of Lenders, limited to one such additional counsel so long as representation of each such party by a single counsel is consistent with and permitted by professional responsibility rules, and (iii) if necessary, one local counsel in each relevant jurisdiction and special counsel) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted or awarded against any such Indemnitee in any way relating to or arising out of or in connection with or by reason of (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (c) any Environmental Release of Hazardous Materials on or from any property currently owned, leased or operated by the Borrower, any Subsidiary or any other Loan Party or its Subsidiaries, or any Environmental Liability related in any way to the Borrower, any Subsidiary or any other Loan Party (other than any Environmental Release or Environmental Liability resulting solely from acts or omissions by Persons other than the Borrower, its Subsidiaries or any other Loan Party, with respect to the applicable property after the Collateral Agent sells the respective property pursuant to a foreclosure or has accepted a deed in lieu of foreclosure), (d) the Commitment Letter, dated as of October 14, 2013, the Arrangers and the other parties thereto with respect to the transactions contemplated by this Agreement or the Fee Letter or (e) any actual or prospective claim, litigation, investigation or proceeding in any way relating to, arising out of, in connection with or by reason of any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto and whether or not such proceeding is brought by the Borrower or any other Person (all the foregoing, collectively, the “ Indemnified Liabilities ”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided , that such indemnity shall not, as to any Indemnitee, be available to the

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extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements (x) arise from a dispute that does not involve any action or omission of the Borrower or any of its Affiliates and is solely among the Indemnitees (other than in connection with such parties acting in its capacity as an Arranger or an Agent) or (y) are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s or any of its controlled Affiliate’s bad faith, gross negligence, willful misconduct or breach of its funding obligations under the Loan Documents. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other information transmission systems (including electronic telecommunications) in connection with this Agreement, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s or any of its controlled Affiliate’s bad faith, gross negligence, willful misconduct or breach of its funding obligations under the Loan Documents. No Indemnitee or Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that the foregoing shall not affect the Loan Parties’ indemnification obligations pursuant to this Section 10.05 . In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, shareholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated.

No Loan Party shall be liable for any settlement of any claim, investigation, litigation or proceeding effected without the Borrower’s consent (which consent shall not be unreasonably withheld or delayed), but if settled with the Borrower’s consent, or if there is a judgment against an Indemnitee in any such claim, investigation, litigation or proceeding, you agree to indemnify and hold harmless each Indemnitee in the manner set forth above. Notwithstanding the immediately preceding sentence, if at any time an Indemnitee shall have requested in accordance with this Section 10.05 that you reimburse such Indemnitee for legal or other expenses in connection with investigating, responding to or defending any claim, investigation, litigation or proceeding, which legal or other expenses are reimbursable pursuant to this Section 10.05 , you shall be liable for any settlement of any claim, investigation, litigation or proceeding effected without your written consent if (a) such settlement is entered into more than forty-five (45) days after such request for reimbursement is sent to you and (b) you shall not have reimbursed such Indemnitee in accordance with such request prior to the date of such settlement (unless such reimbursement request is subject to a good faith dispute). The agreements in this Section 10.05 shall survive the resignation of the Administrative Agent or the Collateral Agent, the replacement of any L/C Issuer or any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other First Lien Obligations. For the avoidance of doubt, any indemnification relating to Taxes, other than Taxes arising from a non-Tax claim, shall be covered by Section 3.01 and shall not be covered by this Section 10.05 .

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10.06 Payments Set Aside . To the extent that any payment by or on behalf of the Borrower is made to any Agent, to any L/C Issuer or any Lender, or any Agent, any L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent, such L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and each L/C Issuer severally agrees to pay to the Administrative Agent or the Collateral Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the L/C Issuers under clause (b) of the preceding sentence shall survive the payment in full of the First Lien Obligations and the termination of this Agreement.

10.07 Successors and Assigns .

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender (except as permitted by Section 7.04) , and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of Section 10.07(b) , (ii) by way of participation in accordance with the provisions of Section 10.07(d) , (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.07(f) , (iv) to an SPC in accordance with the provisions of Section 10.07(g) or (v) in accordance with Section 10.07(i) or 10.07(j) (and any other attempted assignment or transfer by any party hereto shall be null and void); provided that, for the avoidance of doubt, no assignments to the Borrower or any of its Affiliates shall be permitted other than in accordance with Section 10.07(i) or 10.07(j) . Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.07(d) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the outstanding principal balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if a “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $2,500,000, in the case of any assignment in respect of the Revolving Credit Facility, or $1,000,000, in the case of any assignment in respect of the Term Facility, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided , however , that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non- pro rata basis; (iii) no consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment, (2) such assignment is in respect of the Term Facility and is made to a Lender, an Affiliate of a Lender or an Approved Fund, (3) such assignment is in respect of the Revolving Credit Facility and is made to a Revolving Credit Lender or an Affiliate of a Revolving Credit Lender or (4) in connection with the primary syndication of the Facilities, such assignment is made to a Lender that has been identified to and consented to by the Borrower prior to the Closing Date, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required; and (C) the consent of each L/C Issuer (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility; (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (except, (x) in the case of contemporaneous assignments by any Lender to one or more Approved Funds, only a single processing and recording fee shall be payable for such assignments and (y) the Administrative Agent, in its sole discretion, may elect to waive such processing and recording fee in the case of any assignment); (v) no such assignment shall be made to (A) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (A) , (B) a natural person, (C) Holdings or any of its Subsidiaries or (D) absent the consent of the Borrower (which consent may be withheld in the sole discretion of the Borrower), to a Person (an “ Ineligible Assignee ”) disclosed on a list posted on the Platform prior to the Closing Date, as updated from time to time (but no more often than quarterly) by the Borrower to include competitors of the Borrower (but not other Persons) by posting a new such list of Ineligible Assignees on the Platform; provided that, notwithstanding

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anything to the contrary, the Administrative Agent shall not have any obligation to determine whether any potential assignee is an Ineligible Assignee or any liability with respect to any assignment made to an Ineligible Assignee; (vi) no Revolving Credit Commitments or Revolving Credit Loans may be assigned to any Affiliated Lender; (vii) the assigning Lender shall deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent; and (viii) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit in accordance with its Pro Rata Share; provided that notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.07(c) , from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01 , 3.04 , 3.05 , 10.04 , and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, and the surrender by the assigning Lender of its Note, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause (b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.07(d) .

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in the Register shall be conclusive, absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as Defaulting Lender. The Register shall be available for inspection by the Borrower, any Agent and any Lender with respect to such Lender’s entry, at any reasonable time and from time to time upon reasonable prior notice.

(d) Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, an Ineligible Assignee or a Defaulting Lender) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations) owing to it); provided , that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement; provided , further that the Administrative Agent shall not have any obligation to determine whether any potential Participant is an Ineligible Assignee or any liability with respect to any participation sold to an Ineligible Assignee. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided , that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that directly affects such Participant. Subject to Section 10.07(e) , the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01 , 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.07(b) . To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender, provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender.

(e) A Participant shall not be entitled to receive any greater payment under Section 3.01 , 3.04 or 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. A Participant shall not be entitled to the benefits of Section 3.01 and Section 3.04 unless such Participant agrees, for the benefit of the Borrower, to comply with obligations, restrictions and limitations under such Sections and Section 3.07 as though it were a Lender. Each Lender that sells a participation agrees to cooperate with the Borrower to effectuate the provisions of Section 3.07 with respect to any Participant.

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(f) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any central bank having jurisdiction over such Lender; provided , that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g) Notwithstanding anything to the contrary contained herein, any Lender (a “ Granting Lender ”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “ SPC ”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided , that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.12(b)(ii) . Each party hereto hereby agrees that an SPC shall be entitled to the benefits of Section 3.01 , 3.04 and 3.05 (subject to the requirements and the limitations of such Sections and the obligations to provide the forms and certifications pursuant to Section 3.01 as if it were a Lender); provided that neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.01 , 3.04 or 3.05 ). Each party hereto further agrees that (i) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (ii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not, other than in respect of matters unrelated to this Agreement or the transactions contemplated hereby, institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its rights hereunder with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.

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unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.07 , (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents, and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

(i) Notwithstanding anything to the contrary contained herein, any Lender may assign all or any portion of its Term Loans hereunder to the Borrower or any of its Restricted Subsidiaries or to any Non-Debt Fund Affiliate, but only if:

(i) such assignment is made pursuant to an open market purchase;

(ii) no Default or Event of Default has occurred or is continuing or could result therefrom;

(iii) the assigning Lender and Affiliated Lender purchasing such Lender’s Loans, as applicable, shall execute and deliver to the Administrative Agent an assignment agreement substantially in the form of Exhibit E-2 hereto (an “ Affiliated Lender Assignment and Assumption ”) in lieu of an Assignment and Assumption;

(iv) after giving effect to such assignment, the Non-Debt Fund Affiliates shall not, in the aggregate, own or hold Term Loans with an aggregate principal amount in excess of 25% of the principal amount of all Term Loans then outstanding;

(v) in the case of any such assignment to the Borrower or any of its Restricted Subsidiaries, the Borrower or its Restricted Subsidiary, as the case may be, shall at the time of such assignment affirm the No Undisclosed Information Representation;

(vi) neither the Borrower nor any of its Restricted Subsidiaries may use the proceeds of any Credit Extension under the Revolving Credit Facility to acquire any Term Loans pursuant to this Section 10.07(i) ;

(vii) in the case of any such assignment to a Non-Debt Fund Affiliate, such Non-Debt Fund Affiliate shall be subject to the restrictions specified in clause (A) of the second to last paragraph of Section 10.01 ; and

(viii) any such Term Loans assigned to the Borrower or any Restricted Subsidiary will be automatically and permanently cancelled at the time of such assignment.

(j) Notwithstanding anything to the contrary contained herein, any Lender may assign all or any portion of its Term Loans hereunder to any Debt Fund Affiliate, but only if:

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(i) such assignment is made pursuant to an open market purchase; and

(ii) such Debt Fund Affiliate shall at all times after such assignment be subject to the restrictions specified in clause (B) of the second to last paragraph of Section 10.01 .

(k) Notwithstanding anything to the contrary contained herein, if at any time the Administrative Agent assigns all of its Commitments and Loans pursuant to Section 10.07(b) , the Administrative Agent may, upon thirty (30) days’ notice to the Borrower and the Lenders, resign as an L/C Issuer. In the event of any such resignation as L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided , however , that no failure by the Borrower to appoint any such successor shall affect the resignation of the Administrative Agent as an L/C Issuer, as the case may be. If the Administrative Agent resigns as an L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c) ). Upon the appointment of a successor L/C Issuer, (A) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (B) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the Administrative Agent to effectively assume the obligations of the Administrative Agent with respect to such Letters of Credit.

(l) Each Lender that sells a participation or grants any rights to an SPC, acting solely for this purpose as a non-fiduciary agent of the Borrower (solely for tax purposes), shall maintain a register on which it enters the name and address of (i) each SPC (other than any SPC that is treated as a disregarded entity of the Granting Lender for U.S. federal income tax purposes) that has exercised its option pursuant to Section 10.07(g) and (ii) each Participant, and the amount of each such SPC’s and Participant’s interest in such Lender’s rights and/or obligations under this Agreement (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or SPC or any information relating to a Participant’s or SPC’s interest in such Lender’s rights and/or obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such rights and/or obligations are in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of the applicable participation or SPC interest .

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pursuant to clause (a) to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential in accordance with customary practices); (b) to the extent requested or required by any regulatory authority having or purporting to have jurisdiction over such Agent, Lender or its respective Affiliates or in connection with any pledge or assignment permitted under Section 10.07(f) ; (c) in any legal, judicial, administrative proceeding or other compulsory process or otherwise as required by applicable Laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions at least as restrictive as those of this Section 10.08 (or as may otherwise be reasonably acceptable to the Borrower), to any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement or to any prospective counterparty to any Cash Management Agreement or Swap Contract; (g) with the consent of the Borrower; (h) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section 10.08 or (B) is independently developed by such Agent, Lender or any of their respective Affiliates; (i) to any state, Federal or foreign authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating any Lender; or (j) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to the Loan Parties received by it from such Lender). In addition, the Agents and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions. For the purposes of this Section 10.08 , “ Information ” means all information received from any Loan Party or any Subsidiary thereof relating to any Loan Party or any Subsidiary thereof relating to any Loan Party or its business, other than any such information that is publicly available to any Agent or any Lender prior to disclosure by any Loan Party other than as a result of a breach of this Section 10.08 ; provided , that, in the case of information received from a Loan Party after the Closing Date, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 10.08 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Each of the Agents, the Lenders and each L/C Issuer acknowledges that (i) the Information may include material non-public information concerning the Borrower, Holdings or a Subsidiary of either, as the case may be, (ii) it has developed compliance procedures regarding the use of material non-public information and (iii) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.

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Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all First Lien Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such First Lien Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the First Lien Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender; provided , however , that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary of the Borrower or a Domestic Subsidiary that is a “controlled foreign corporation” under Section 957 of the Code constitute security, or shall the proceeds of such assets be available for, payment of the First Lien Obligations of the Borrower or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is directly owned by a Domestic Subsidiary do not constitute such an asset (and may be pledged to the extent set forth in Section 6.12 ) and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrower’s obligations to make any mandatory prepayment pursuant to Section 2.05(b)(ii) .

10.10 Interest Rate Limitation . Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “ Maximum Rate ”). If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the First Lien Obligations hereunder.

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same instrument. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually-signed original thereof; provided , that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmission.

10.12 Integration; Effectiveness . This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof, other than those provisions of the Commitment Letter, dated as of October 14, 2013, among the Arrangers and the other parties thereto which by their terms remain in full force and effect to the extent not covered by this Agreement. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

10.13 Survival of Representations and Warranties . All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent, each L/C Issuer and each Lender, regardless of any investigation made by any Agent, any L/C Issuer or any Lender or on their behalf and notwithstanding that any Agent, any L/C Issuer or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other First Lien Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

10.14 Severability . If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.14 , if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent or the applicable L/C Issuer, then such provisions shall be deemed to be in effect only to the extent not so limited.

10.15 Governing Law; Jurisdiction; Etc .

(a) GOVERNING LAW . THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT (EXCEPT AS OTHERWISE EXPRESSLY PROVIDED THEREIN)

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SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b) SUBMISSION TO JURISDICTION . EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE COUNTY OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH 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. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, ANY LENDER OR ANY L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c) WAIVER OF VENUE . EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d) SERVICE OF PROCESS . EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02 . NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

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THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.16 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

10.17 Binding Effect . This Agreement shall become effective when it shall have been executed by the Borrower, the Administrative Agent and the Collateral Agent shall have been notified by each Lender and each L/C Issuer that each such Lender and L/C Issuer has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, each Agent and each Lender and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders except as permitted by Section 7.04 .

10.18 No Advisory or Fiduciary Responsibility . In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower and Holdings acknowledges and agrees, and acknowledges and agrees that it has informed its other Affiliates, that: (i) (A) no fiduciary, advisory or agency relationship between any of the Borrower, Holdings and their respective Subsidiaries and any Agent, any Arranger, any L/C Issuer or any Lender is intended to be or has been created in respect of any of the transactions contemplated hereby and by the other Loan Documents, irrespective of whether any Agent, any Arranger, any L/C Issuer or any Lender has advised or is advising any of the Borrower, Holdings and their respective Subsidiaries on other matters, (B) the arranging and other services regarding this Agreement provided by the Agents, the Arrangers, the L/C Issuers and the Lenders are arm’s-length commercial transactions between the Borrower, Holdings and their respective Subsidiaries, on the one hand, and the Agents, the Arrangers, the L/C Issuers and the Lenders, on the other hand, (C) each of the Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (D) each of the Borrower and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Agents, the Arrangers, the L/C Issuers and the Lenders each is and has been acting solely as a principal and, except as may otherwise be expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, Holdings or any of their respective Affiliates, or any other Person and (B) none of the Agents, the Arrangers, the L/C Issuers and the Lenders has any obligation to the Borrower, Holdings or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Agents, the Arrangers, the L/C Issuers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, Holdings and their respective Affiliates, and none of the Agents, the Arrangers, the L/C Issuers, the Lenders or any of their respective Affiliates has any obligation to disclose any of

204

such interests and transactions to the Borrower, Holdings or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and Holdings hereby waives and releases any claims that it may have against the Agents, the Arrangers, the L/C Issuers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

10.19 Affiliate Activities . Each of the Borrower and Holdings acknowledge that each Agent and each Arranger (and their respective Affiliates) is a full service securities firm engaged, either directly or through affiliates, in various activities, including securities trading, investment banking and financial advisory, investment management, principal investment, hedging, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, it may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and/or financial instruments (including bank loans) for its own account and for the accounts of its customers and may at any time hold long and short positions in such securities and/or instruments. Such investment and other activities may involve securities and instruments of the Borrower, Holdings and their respective affiliates, as well as of other entities and persons and their Affiliates which may (i) be involved in transactions arising from or relating to the engagement contemplated hereby and by the other Loan documents (ii) be customers or competitors of the Borrower, Holdings and their respective Affiliates, or (iii) have other relationships with the Borrower, Holdings and their respective Affiliates. In addition, it may provide investment banking, underwriting and financial advisory services to such other entities and persons. It 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 the Borrower, Holdings and their respective Affiliates or such other entities. The transactions contemplated hereby and by the other Loan Documents may have a direct or indirect impact on the investments, securities or instruments referred to in this paragraph.

10.20 Electronic Execution of Assignments and Certain Other Documents . The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

10.21 USA PATRIOT ACT; “Know Your Customer” Checks .

205

rules and regulations, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such L/C Issuer, such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the PATRIOT Act. The Borrower shall, promptly following a request by the Administrative Agent, any L/C Issuer or any Lender, provide all documentation and other information that the Administrative Agent, such L/C Issuer or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

(b) If in connection with (i) the introduction of or any Change in Law, (ii) any change in the status of a Loan Party after the Closing Date, (iii) the addition of any Guarantor pursuant to Section 6.12 , (iv) any proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that was not previously a Lender hereunder, (v) the appointment of an L/C Issuer pursuant to Section 2.03 or (vi) any L/C Credit Extension, the Administrative Agent, any Lender (or, in the case of clause (iv) above, any prospective Lender) or any L/C Issuer requires additional information in order to comply with “know your customer” or similar identification procedures, each of Holdings and the Borrower shall, and shall cause each other Loan Party and Restricted Subsidiary to, promptly upon the request of the Administrative Agent, such Lender or such L/C Issuer, provide such documentation and other evidence as is reasonably requested by the Administrative Agent (for itself or on behalf of any Lender), such Lender (for itself or, in the case of the event described in clause (iv) above, on behalf of any prospective Lender) or such L/C Issuer in order for the Administrative Agent, such Lender, such prospective Lender or such L/C Issuer to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Loan Documents. The applicable L/C Issuer shall not be required to make such L/C Credit Extension unless it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations with respect to such L/C Credit Extension.

10.22 Judgment Currency .

(a) The Loan Parties’ obligations hereunder and under the other Loan Documents to make payments in Dollars shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than Dollars, except to the extent that such tender or recovery results in the effective receipt by the Administrative Agent or the respective Lender or L/C Issuer of the full amount of Dollars expressed to be payable to the Administrative Agent or such Lender or L/C Issuer under this Agreement or the other Loan Documents. If, for the purpose of obtaining or enforcing judgment against any Loan Party in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than Dollars (such other currency being hereinafter referred to as the “ Judgment Currency ”) an amount due in Dollars, the conversion shall be made at the Dollar Equivalent determined as of the Business Day immediately preceding the day on which the judgment is given (such Business Day being hereinafter referred to as the “ Judgment Currency Conversion Date ”).

206

(b) If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, the Loan Parties shall pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser amount) as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of Dollars which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate of exchange prevailing on the Judgment Currency Conversion Date.

(c) For purposes of determining the Dollar Equivalent or any other rate of exchange for this Section 10.22 , such amounts shall include any premium and costs payable in connection with the purchase of Dollars.

10.23 Intercreditor Agreement . Each of the Lenders hereby acknowledges that it has received and reviewed the Intercreditor Agreement and agrees to be bound by the terms thereof. Each Lender (and each Person that becomes a Lender under this Agreement) hereby authorizes and directs the Collateral Agent to enter into the Intercreditor Agreement on behalf of such Lender and agrees that the Collateral Agent may take such actions on its behalf as is contemplated by the terms of the Intercreditor Agreement. In addition, each Lender and Agent acknowledge and agree that (a) the rights and remedies of the Agents and Lenders hereunder and under the other Loan Documents are subject to the Intercreditor Agreement and (b) in the event of a conflict, the provisions of the Intercreditor Agreement shall control.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

207

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written.

WTG HOLDINGS III CORP.


By:	/s/ Vinay Kumar
	Name:	Vinay Kumar
	Title:	Assistant Treasurer


WTG HOLDINGS II CORP.


By:	/s/ Vinay Kumar
	Name:	Vinay Kumar
	Title:	Assistant Treasurer

[Signature Page to First Lien Credit Agreement]

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, Collateral Agent, Term Lender, Revolving Credit Lender and L/C Issuer


By:	/s/ Vipul Dhadda
	Name:	Vipul Dhadda
	Title:	Authorized Signatory


By:	/s/ Judith Smith
	Name:	Judith Smith
	Title:	Authorized Signatory

[Signature Page to First Lien Credit Agreement]

	MORGAN STANLEY BANK, N.A.,
	as a Revolving Credit Lender and L/C Issuer


	By:	/s/ Nicholas Romig
		Name: Nicholas Romig
		Title: Authorized Signatory

[Signature Page to First Lien Credit Agreement]

ROYAL BANK OF CANADA,
as a Revolving Credit Lender and L/C Issuer


By:	/s/ Ian C. Blaker
	Name:	Ian C. Blaker
	Title:	Authorized Signatory

[Signature Page to First Lien Credit Agreement]

UBS AG, STAMFORD BRANCH,
as a Revolving Credit Lender and L/C Issuer


By:	/s/ Lana Gifas
	Name:	Lana Gifas
	Title:	Director


By:	/s/ James Morgan
	Name:	James Morgan
	Title:	Executive Director

[Signature Page to First Lien Credit Agreement]

GOLDMAN SACHS BANK USA,
as a Revolving Credit Lender and L/C Issuer


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

[Signature Page to First Lien Credit Agreement]

EXHIBIT A

FORM OF COMMITTED LOAN NOTICE

Date: ,

To: Credit Suisse AG, as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain First Lien Credit Agreement, dated as of January 15, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time in accordance with its terms, the “ Agreement ;” the capitalized terms defined therein being used herein as therein defined), among WTG HOLDINGS III CORP., a Delaware corporation, as Borrower, WTG HOLDINGS II CORP., a Delaware corporation, the Lenders from time to time party thereto, CREDIT SUISSE AG, as Administrative Agent and Collateral Agent, and the L/C Issuers referred to therein. The undersigned hereby requests (select one):

o A Borrowing of Loans o A conversion or continuation of Loans

	o Revolving Credit Loan	o Term Loan
*Date of Loan (a Business Day)*
*Amount*
Currency (for a Revolving Credit Loan)		N/A
*Type of Loan*	o Base Rate Loan	o Base Rate Loan
*Type of Loan*	o Eurocurrency Rate Loan	o Eurocurrency Rate Loan
*Interest Period in months* *(for Eurocurrency Rate Loan)*
*Wire Instructions*

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

[For Revolving Credit Loans:] [The Borrowing requested herein complies with the proviso to the first sentence of Section 2.01(b) of the Agreement.]

	WTG HOLDINGS III CORP.


	By:
	Name:
	Title:

EXHIBIT B

[Reserved.]

EXHIBIT C-1

FORM OF TERM NOTE

FOR VALUE RECEIVED, the undersigned (the “ Borrower ”), hereby promises to pay to or registered assigns (the “ Lender ”), in accordance with the provisions of the Agreement (as hereinafter defined), the aggregate unpaid principal amount of each Term Loan made by the Lender to the Borrower under that certain First Lien Credit Agreement, dated as of January 15, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time in accordance with its terms, the “ Agreement ”; the capitalized terms defined therein being used herein as therein defined), among WTG HOLDINGS III CORP., a Delaware corporation, as Borrower, WTG HOLDINGS II CORP., a Delaware corporation, the Lenders from time to time party thereto, CREDIT SUISSE AG, as Administrative Agent and Collateral Agent, and the L/C Issuers referred to therein.

The Borrower promises to pay interest on the aggregate unpaid principal amount of each Term Loan made by the Lender to the Borrower under the Agreement from the date of such Term Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

This Term Note is one of the Term Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Term Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Term Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Term Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Term Note and endorse thereon the date, amount and maturity of its Term Loans and payments with respect thereto.

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Term Note.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

	WTG HOLDINGS III CORP.


	By:
	Name:
	Title:

[ Signature Page to Term Note ]

TERM LOANS AND PAYMENTS WITH RESPECT THERETO

Amount of

Principal or

Outstanding

Type of

Amount of

End of

Interest

Principal

Term Loan

Interest

Paid This

Balance

Notation

Date

Made

Period

Date

This Date

Made By

EXHIBIT C-2

FORM OF REVOLVING CREDIT NOTE

FOR VALUE RECEIVED, the undersigned (the “ Borrower ”), hereby promises to pay to or registered assigns (the “ Lender ”), in accordance with the provisions of the Agreement (as hereinafter defined), the aggregate unpaid principal amount of each Revolving Credit Loan from time to time made by the Lender to the Borrower under that certain First Lien Credit Agreement, dated as of January 15, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time in accordance with its terms, the “ Agreement ”; the capitalized terms defined therein being used herein as therein defined), among WTG HOLDINGS III CORP., a Delaware corporation, as Borrower, WTG HOLDINGS II CORP., a Delaware corporation, the Lenders from time to time party thereto, CREDIT SUISSE AG, as Administrative Agent and Collateral Agent, and the L/C Issuers referred to therein.

The Borrower promises to pay interest on the aggregate unpaid principal amount of each Revolving Credit Loan from time to time made by the Lender to the Borrower under the Agreement from the date of such Revolving Credit Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in the currency in which such Revolving Credit Loan was denominated in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

This Revolving Credit Note is one of the Revolving Credit Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Revolving Credit Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Revolving Credit Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Revolving Credit Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Revolving Credit Note and endorse thereon the date, amount and maturity of its Revolving Credit Loans and payments with respect thereto.

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Revolving Credit Note.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

	WTG HOLDINGS III CORP.


	By:
	Name:
	Title:

[ Signature Page to Revolving Credit Note ]

REVOLVING CREDIT LOANS AND PAYMENTS WITH RESPECT THERETO

Amount of

Type of

Amount of

Principal or

Outstanding

Revolving

End of

Interest

Principal

Credit

Interest

Paid This

Balance

Notation

Date

Loan Made

Period

Date

This Date

Made By

EXHIBIT D

FORM OF COMPLIANCE CERTIFICATE

Financial Statement Date:

To: Credit Suisse AG, as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain First Lien Credit Agreement, dated as of January 15, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time in accordance with its terms, the “ Agreement ;” the capitalized terms defined therein being used herein as therein defined), among WTG HOLDINGS III CORP., a Delaware corporation (the “ Borrower ”), as Borrower, WTG HOLDINGS II CORP., a Delaware corporation, the Lenders from time to time party thereto, CREDIT SUISSE AG, as Administrative Agent and Collateral Agent, and the L/C Issuers referred to therein.

The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on behalf of the Borrower, and that:

[Use following paragraph 1 for fiscal year-end financial statements]

1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a)(ii) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.

[Use following paragraph 1 for fiscal quarter-end financial statements]

1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present in all material respects the financial condition of the Borrower and its consolidated Subsidiaries as of the date thereof and their results of operations, shareholders’ equity and cash flows for the period covered thereby, subject to the absence of footnotes and to normal year-end audit adjustments.

2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a review of the activities of the Borrower during such fiscal period.

[select one.]

[To the knowledge of the undersigned during such fiscal period, the Borrower performed and observed each covenant of the Loan Documents applicable to it, and no Default has occurred and is continuing.]

—or—

[The following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]

[ Use following paragraph 3 if calculations are required under Section 7.11 of the Agreement or the Borrower wishes the Applicable Rate to be reduced in accordance with clause (b) of the definition thereof ]

3. The financial covenant analyses and information set forth on Schedule 2 attached hereto are delivered in compliance with Section 6.02(a) .

4. Attached hereto as Schedule 3 are (a) all supplements to Schedule 5.16 (in connection with the delivery of the annual financial statements only) and Schedule 5.08(b) to the Agreement and (b) a description of each event, condition or circumstance during the fiscal quarter ended as of the above date requiring a mandatory prepayment under Section 2.05(b) of the Agreement, in each case required by Section 6.02(f) of the Agreement.

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[ Signature Page to Compliance Certificate ]

IN WITNESS WHEREOF , the undersigned has executed this Certificate as of , .

	WTG HOLDINGS III CORP.


	By:
	Name:
	Title:

[ Signature Page to Compliance Certificate ]

For the Quarter/Year ended of (“ Statement Date ”)

SCHEDULE 1

Financial Statements

(See Attached)

SCHEDULE 2

to the Compliance Certificate

($ in 000’s)

I.	Section 7.11— Maximum First Lien Leverage Ratio.

	A.	Consolidated EBITDA

		1.	Consolidated Net Income		$

		2.	An amount which, in the determination of Consolidated Net Income, has been deducted for (other than clause (xix) below), without duplication,

			(i)	total interest expense determined in accordance with GAAP (subject to Section 1.03(c) of the Agreement) (including, to the extent deducted and not added back in computing Consolidated Net Income, (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers’ acceptances, (c) non-cash interest payments, (d) the interest component of Capitalized Leases, (e) net payments, if any, made (less net payments, if any, received) pursuant to interest rate Swap Contracts with respect to Indebtedness, (f) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, and (g) any expensing of bridge, commitment and other financing fees) and, to the extent not reflected in such total interest expense, any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate or currency risk, net of interest income and gains on such hedging obligations,	$

			(ii)	provision for taxes based on income, profits or capital of the Borrower and its Restricted Subsidiaries, including, without limitation, federal, state, franchise and similar taxes and foreign withholding taxes paid or accrued during such period including penalties and interest related to such taxes or arising from any tax examinations	$

			(iii)	depreciation and amortization expense (including amortization of intangible assets)	$

			(iv)	non-cash expenses resulting from any employee benefit or management compensation plan or the grant of stock appreciation or similar rights, stock options, restricted stock or other rights or equity incentive programs to employees of Holdings, the Borrower or any Restricted	$

	Subsidiary pursuant to a written plan or agreement or the treatment of such options under variable plan accounting

(v)	any costs or expenses incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of Holdings or net cash proceeds of an issuance of Equity Interests of Holdings (other than Disqualified Equity Interests)	$

(vi)	all extraordinary, non-recurring or unusual losses and charges	$

(vii)	costs and expenses in connection with project ramp-ups; provided that the aggregate amount of add backs made pursuant to this clause (vii), when added to the aggregate amount of add backs pursuant to clauses (ix) and (xix) below, shall not exceed an amount equal to 20% of Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended prior to the determination date (without giving effect to any adjustments pursuant to this clause (vii) or clauses (ix) or (xix) below)	$

(viii)	cash fees and expenses (including Sponsor deal fees) and employee bonuses incurred in connection with, or in anticipation of, the Transactions	$

(ix)	cash restructuring charges or reserves and business optimization expense, including any restructuring costs and integration costs incurred in connection with Permitted Acquisitions after the Closing Date, project start-up costs, costs related to the closure and/or consolidation of facilities, retention charges, contract termination costs, recruiting, retention, relocation, severance and signing bonuses and expenses, systems establishment costs, conversion costs and excess pension charges, consulting fees and any one-time expense relating to enhanced accounting function, or costs associated with becoming a public company or any other costs (including legal services costs) incurred in connection with any of the foregoing; provided that the aggregate amount of add backs made pursuant to this clause (ix), when added to the aggregate amount of add backs pursuant to clause (vii) above and clause (xix) below, shall not exceed an amount equal to	$

	20% of Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended prior to the determination date (without giving effect to any adjustments pursuant to this clause (ix), clause (vii) above or clause (xix) below)

(x)	transaction fees and expenses (including those in connection with, to the extent permitted hereunder, any Investment, any Debt Issuance, any Equity Issuance, any Disposition, or any Casualty Event and any amendments or waivers of the Loan Documents or the Second Lien Loan Documents, in each case, whether or not consummated)	$

(xi)	any losses (or minus any gains) realized upon the disposition of property outside of the ordinary course of business	$

(xii)	any (x) expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any permitted Investment, Permitted Acquisitions or any permitted sale, conveyance, transfer or other disposition of assets or (y) expenses, charges or losses with respect to liability or casualty events or business interruption covered by insurance, in each case to the extent actually reimbursed, or, so long as the Borrower has made a determination that reasonable evidence exists that such indemnification or reimbursement will be made, and only to the extent that such amount is (A) not denied by the applicable indemnifying party, obligor or insurer in writing and (B) in fact indemnified or reimbursed within 365 days after such determination (with a deduction in the applicable future period for any amount so added back to the extent not so indemnified or reimbursed within such 365 day period)	$

(xiii)	management fees (or special dividends in lieu thereof) permitted under Section 7.08(d) of the Agreement	$

(xiv)	any non-cash purchase accounting adjustment and any step-ups with respect to re-valuing assets and liabilities in connection with the Transactions or any Investment permitted under Section 7.02 of the Agreement	$

(xv)	non-cash losses from Joint Ventures and non-cash minority interest reductions	$

(xvi)	fees and expenses in connection with debt exchanges or refinancings permitted under Section 7.14 of the Agreement	$

(xvii)	other expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Income which do not represent a cash item in such period or any future period	$

(xviii)	losses recognized and expenses incurred in connection with the effect of currency and exchange rate fluctuations on intercompany balances and other balance sheet items	$

(xix)	the amount of net cost savings, operating expense reductions, other operating improvements and acquisition synergies projected by the Borrower in good faith to be realized during such period (calculated on a Pro Forma Basis as though such items had been realized on the first day of such period) as a result of actions taken or to be taken in connection with the Transactions or any acquisition or disposition by the Borrower or any Restricted Subsidiary, any operational changes (including without limitation, operational changes arising out of the modification of contractual arrangements (including, without limitation, renegotiation of lease agreements, utilities and logistics contracts and insurance policies, as well as purchases of leased real properties)) or headcount reductions, net of the amount of actual benefits realized during such period that are otherwise included in the calculation of Consolidated EBITDA from such actions, provided that (A) a duly completed certificate signed by a Responsible Officer of the Borrower shall be delivered to the Administrative Agent together with the Compliance Certificate required to be delivered pursuant to Section 6.02 of the Agreement, certifying that (x) such cost savings, operating expense reductions and synergies are reasonably expected and factually supportable as determined in good faith by the Borrower, and (y) such actions are to be taken and the results with respect thereto are to be achieved within (I) in the case of any such cost savings, operating expense reductions and synergies in connection with the Transactions, 18 months after the Closing Date and (II) in all other cases, within 18 months after the consummation of the acquisition or disposition, which is expected to result in such cost savings, expense reductions or synergies, (B) no cost savings, operating expense reductions and synergies shall be added pursuant to this clause (xix) to the extent duplicative of any expenses or charges otherwise added to	$

		Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period, (C) to the extent that any cost savings, operating expense reductions and synergies are not associated with the Transactions, all steps shall have been taken for realizing such savings, (D) projected amounts (and not yet realized) may no longer be added in calculating Consolidated EBITDA pursuant to this clause (xix) to the extent occurring more than four full fiscal quarters after the specified action taken in order to realize such projected cost savings, operating expense reductions and synergies and (E) the aggregate amount of add backs made pursuant to this clause (xix), when added to the aggregate amount of add backs pursuant to clauses (vii) and (ix) above, shall not exceed an amount equal to 20% of Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended prior to the determination date (without giving effect to any adjustments pursuant to clauses (vii) and (ix) above or this clause (xix))

	(xx)	restructuring charges or reserves and business optimization expenses, including restructuring costs and integration costs, costs related to the closure and/or consolidation of facilities, retention charges, contract termination costs, recruiting, retention, relocation, severance and signing bonuses and expenses, systems establishment costs, conversion costs and excess pension charges, consulting fees and any one-time expense relating to enhanced accounting function, and any costs associated with any of the foregoing, in each case, incurred in connection with the restructuring of the Municipal Business	$

2.1	Total (Lines I.A.2(i) + (ii) + (iii) + (iv) + (v) + (vi) + (vii) + (viii) + (ix) + (x) + (xi) + (xii) + (xiii) + (xiv) + (xv) + (xvi) + (xvii) + (xviii) + (xix) + (xx))		$

3.	An amount which, in the determination of Consolidated Net Income, has been included for:

	(i)	federal, state, local and foreign income tax credits and refunds (to the extent not netted from tax expense	$

	(ii)	non-recurring income or gains from discontinued operations	$

	(iii)	all extraordinary, non-recurring or unusual gains and non-cash income during such period	$

	(iv)	any gains realized upon the disposition of property outside of the ordinary course of business	$

		(v)	the amount of Restricted Payments permitted under Sections 7.06(e)(i) , 7.06(e)(ii) , 7.06(e)(iii) , 7.06(e)(vii) and 7.06(i) of the Agreement (except to the extent that (x) the amount paid with such Restricted Payments would not, if the respective expense or other item had been incurred directly by the Borrower, have reduced Consolidated EBITDA determined in accordance with this definition or (y) such Restricted Payment is paid by the Borrower in respect of an expense or other item that has resulted in, or will result in, a reduction of Consolidated EBITDA, as calculated pursuant to its definition in the Agreement)	$

	3.1	Total (Lines I.A.3(i) + (ii) + (iii) + (iv) + (v))		$

	4.	Unrealized losses/gains in respect of Swap Contracts, all as determined in accordance with GAAP (subject to Section 1.03(c) of the Agreement)		$

	5.	Consolidated EBITDA for four consecutive fiscal quarters ending on the above date (Line I.A.1 + Line I.A.2.1 - Line I.A.3.1 (+/-) Line I.A.4)(1)		$

B.	Consolidated Funded First Lien Indebtedness at Statement Date:			$

	1.	All Indebtedness of the Borrower and its Restricted Subsidiaries on a consolidated basis, in an amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP (subject to Section 1.03(c) of the Agreement) (calculated (x) in the case of Indebtedness issued at a discount to its initial principal amount, on the entire principal amount thereof and (y) in the case of Indebtedness for which recourse is limited either to a specified amount or to an identified asset of such Person, at such specified amount or, if less, the fair market value of such identified asset)		$

	2.	Excluding:

		(i)	all Indebtedness that is not secured by a first priority Lien on any Collateral (other than Liens permitted under Section 7.01(i) of the Agreement)	$

		(ii)	all Indebtedness that is secured by a first priority Lien on any Collateral but is subordinated in right of payment to the First Lien Obligations	$

		(iii)	the effects of any discounting of Indebtedness resulting from the application of purchase accounting in	$

(1) With respect to any time period beginning on the Closing Date and ending on the Business Day that immediately follows the date on which a Compliance Certificate is delivered in respect of the first fiscal year of the Borrower ending after the Closing Date, references to “GAAP” in this Compliance Certificate shall be deemed to mean “IFRS” (unless the Borrower elects that such references to “GAAP” shall be deemed to mean “GAAP”).

			connection with the Transactions or any Permitted Acquisition,

		(iv)	net obligations under any Swap Contract,

		(v)	any earn-out obligation until such obligation becomes a liability on the balance sheet of the Borrower and its Restricted Subsidiaries,	$

		(vi)	any deferred compensation arrangements,	$

		(vii)	any non-compete or consulting obligations incurred in connection with Permitted Acquisitions,	$

		(viii)	obligations in respect of letters of credit (including Letters of Credit), bankers’ acceptances, bank Guarantees, surety bonds, performance bonds, advance payment guarantees or bonds, warranties, bid guarantees or bonds and similar instruments except to the extent of unreimbursed amounts thereunder; provided that any unreimbursed amount under commercial letters of credit shall not be counted as Consolidated Funded First Lien Indebtedness until one (1) Business Day after such amount is drawn	$

	2.1	Total (Lines I.B.2(i) + (ii) + (iii) + (iv) + (v) + (vi) + (vii) + (viii))		$

	3.	Consolidated Funded First Lien Indebtedness (Line I.B.1 – Line I.B.2.1)		$

C.	First Lien Leverage Ratio

	1.	Consolidated Funded First Lien Indebtedness (Line I.B.3)		$

	2.	Cash (other than, on or prior to the second anniversary of the Closing Date, Ringfenced Cash) and Cash Equivalents on hand that are not Restricted (which includes any amount which cash collateralizes any Trade L/C or Trade L/C Collateralization)		$

	3.	Cash (other than, on or prior to the second anniversary of the Closing Date, Ringfenced Cash) and Cash Equivalents restricted in favor of the Administrative Agent, the Collateral Agent, the Second Lien Administrative Agent, the Second Lien Collateral Agent, any Lender or any Second Lien Lender		$

	4.	Total (Line I.C.1 – (I.C.2 + I.C.3))		$

	5.	First Lien Leverage Ratio (Line I.C.4 ÷ Line I.A.5)		:1.00

Maximum permitted:			5.25: 1.00

In compliance:			Yes o / No o

[If calculation of the Secured Leverage Ratio is required, please use the following table:]

A.	Consolidated Funded Secured Indebtedness at Calculation Date:			$

	1.	All Indebtedness of the Borrower and its Restricted Subsidiaries on a consolidated basis, in an amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP (subject to Section 1.03(c) of the Agreement) (calculated (x) in the case of Indebtedness issued at a discount to its initial principal amount, on the entire principal amount thereof and (y) in the case of Indebtedness for which recourse is limited either to a specified amount or to an identified asset of such Person, at such specified amount or, if less, the fair market value of such identified asset)		$

	2.	Excluding:

		(i)	all Indebtedness that is not secured by a Lien on assets of the Borrower or any of its Restricted Subsidiaries	$

		(ii)	all Indebtedness that is secured by a Lien on assets of the Borrower or any of its Restricted Subsidiaries but is subordinated in right of payment to the First Lien Obligations or the Second Lien Obligations	$

		(iii)	the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transactions or any Permitted Acquisition,	$

		(iv)	net obligations under any Swap Contract,

		(v)	any earn-out obligation until such obligation becomes a liability on the balance sheet of the Borrower and its Restricted Subsidiaries,	$

		(vi)	any deferred compensation arrangements,	$

		(vii)	any non-compete or consulting obligations incurred in connection with Permitted Acquisitions,	$

		(viii)	obligations in respect of letters of credit (including Letters of Credit), bankers’ acceptances, bank Guarantees, surety bonds, performance bonds, advance payment guarantees or bonds, warranties, bid guarantees or bonds and similar instruments except to the extent of unreimbursed amounts thereunder; provided that any unreimbursed amount under commercial letters of credit shall not be counted as Consolidated Funded Indebtedness until one (1) Business Day after such amount is drawn	$

	2.1	Total (Lines A.2(i) + (ii) + (iii) + (iv) + (v) + (vi) + (vii) +		$

		(viii))

	3.	Consolidated Funded Secured Indebtedness (Line A.1 – Line A.2.1)	$

B.	Secured Leverage Ratio

	1.	Consolidated Funded Secured Indebtedness (Line A.3)	$

	2.	Cash (other than, on or prior to the second anniversary of the Closing Date, Ringfenced Cash) and Cash Equivalents on hand that are not Restricted (which includes any amount which cash collateralizes any Trade L/C or Trade L/C Collateralization)	$

	3.	Cash (other than, on or prior to the second anniversary of the Closing Date, Ringfenced Cash) and Cash Equivalents restricted in favor of the Administrative Agent, the Collateral Agent, the Second Lien Administrative Agent, the Second Lien Collateral Agent, any Lender or any Second Lien Lender	$

	4.	Total (Line B.1 – (B.2 + B.3))	$

	5.	Secured Leverage Ratio (Line B.4 ÷ Line I.A.5 from the prior table)	:1.00

[If calculation of the Total Leverage Ratio is required, please use the following table:]

A.	Consolidated Funded Indebtedness at Calculation Date:			$

	1.	All Indebtedness of the Borrower and its Restricted Subsidiaries on a consolidated basis, in an amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP (subject to Section 1.03(c) of the Agreement) (calculated (x) in the case of Indebtedness issued at a discount to its initial principal amount, on the entire principal amount thereof and (y) in the case of Indebtedness for which recourse is limited either to a specified amount or to an identified asset of such Person, at such specified amount or, if less, the fair market value of such identified asset)		$

	2.	Excluding:

		(i)	the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transactions or any Permitted Acquisition,	$

		(ii)	net obligations under any Swap Contract,

		(iii)	any earn-out obligation until such obligation becomes a liability on the balance sheet of the Borrower and its Restricted Subsidiaries,	$

		(iv)	any deferred compensation arrangements,	$

		(v)	any non-compete or consulting obligations incurred in connection with Permitted Acquisitions,	$

		(vi)	obligations in respect of letters of credit (including Letters of Credit), bankers’ acceptances, bank Guarantees, surety bonds, performance bonds, advance payment guarantees or bonds, warranties, bid guarantees or bonds and similar instruments, except to the extent of unreimbursed amounts thereunder; provided that any unreimbursed amount under commercial letters of credit shall not be counted as Consolidated Funded Indebtedness until one (1) Business Day after such amount is drawn	$

	2.1	Total (Lines A.2(i) + (ii) + (iii) + (iv) + (v) + (vi))		$

	3.	Consolidated Funded Indebtedness (Line A.1 – Line A.2.1)		$

B.	Total Leverage Ratio

	1.	Consolidated Funded Indebtedness (Line A.3)		$

	2.	Cash (other than, on or prior to the second anniversary of the Closing Date, Ringfenced Cash) and Cash Equivalents on hand that are not Restricted (which includes any amount which cash collateralizes any Trade L/C or Trade L/C Collateralization)		$

SCHEDULE 3

to the Compliance Certificate

(Supplements to Schedule 5.16 (in connection with the delivery of the annual financial statements only) and Schedule 5.08(b) to the Agreement and a description of each event, condition or circumstance during the fiscal quarter ended as of the above date requiring a mandatory prepayment under Section 2.05(b) of the Agreement)

EXHIBIT E-1

FORM OF ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this “ Assignment and Assumption ”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “ Assignor ”) and [Insert name of Assignee] (the “ Assignee ”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “ Credit Agreement ”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, Letters of Credit and Guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “ Assigned Interest ”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1. Assignor:

2. Assignee:

3. Borrower: WTG Holdings III Corp., a Delaware corporation

4. Administrative Agent: Credit Suisse AG

5. Credit Agreement: The First Lien Credit Agreement, dated as of January 15, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time in accordance with its terms, the “ Credit Agreement ”, among WTG HOLDINGS III CORP., a Delaware corporation, as Borrower, WTG HOLDINGS II CORP., a Delaware corporation, the Lenders from time to time party thereto, CREDIT SUISSE AG, as Administrative Agent and Collateral Agent, and the L/C Issuers referred to therein.

6. Assigned Interest:

	Aggregate Amount of	Amount of	Percentage Assigned
	Commitment/Loans	Commitment/Loans	of
Facility Assigned	for all Lenders*	Assigned*	Commitment/Loans
Revolving Credit Facility	$	$		%
Term Facility	$	$		%
Incremental First Lien Term Commitment	$	$		%

7. Trade Date:

Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

	ASSIGNOR
	[NAME OF ASSIGNOR]


	By:
		Title:


	ASSIGNEE
	[NAME OF ASSIGNEE]


	By:
		Title:

[ Signature Page to Assignment and Assumption ]

Consented to and Accepted:

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as

Administrative Agent and Collateral Agent

By:
	Name:
	Title:


By:
	Name:
	Title:


Consented to and Accepted:

[ · ], as
L/C Issuer


By:
	Name:
	Title:

[ Signature Page to Assignment and Assumption ]

Consented to:

WTG HOLDINGS III CORP.

By:
	Name:
	Title:](2)

(2) To be included to the extent required.

[ Signature Page to Assignment and Assumption ]

ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

EXHIBIT E-2

FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION

This Affiliated Lender Assignment and Assumption (this “ Assignment and Assumption ”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “ Assignor ”) and [Insert name of Assignee] (the “ Assignee ”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “ Credit Agreement ”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “ Assigned Interest ”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1. Assignor:

2. Assignee:

3. Borrower: WTG Holdings III Corp., a Delaware corporation

4. Administrative Agent: Credit Suisse AG

6. Assigned Interest:

	Aggregate Amount of	Amount of	Percentage Assigned
	Commitment/Loans	Commitment/Loans	of
Facility Assigned	for all Lenders*	Assigned*	Commitment/Loans
Term Facility	$	$		%
Incremental First Lien Term Commitment	$	$		%

7. Trade Date:

Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

	ASSIGNOR
	[NAME OF ASSIGNOR]


	By:
		Title:


	ASSIGNEE
	[NAME OF ASSIGNEE]


	By:
		Title:

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

[ Signature Page to Affiliated Lender Assignment and Assumption ]

[Consented to and Accepted:

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as

Administrative Agent

By:
	Name:
	Title:


By:
	Name:
	Title:

[ Signature Page to Affiliated Lender Assignment and Assumption ]

Consented to:

WTG HOLDINGS III CORP.

By:
	Name:
	Title:](3)

(3) To be included to the extent required.

[ Signature Page to Affiliated Lender Assignment and Assumption ]

ANNEX 1 TO AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION

STANDARD TERMS AND CONDITIONS FOR

AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1. Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby [and] (iv) the sale and assignment of the Assigned Interest is made by this Assignment and Assumption in accordance with the terms and conditions contained in the Credit Agreement[, (v) it (A) is an accredited investor within the meaning of Regulation D under the Securities Act of 1933, as amended, (B) is bearing the economic risk of the transactions contemplated hereby, (C) has sufficient resources to bear such economic risk and (D) is selling and assigning the Assigned Interest for its own account and (vi) (A) it has made its own evaluation of all information (the “ Information ”) about Holdings and its Subsidiaries which it may have received from Holdings, any of its Subsidiaries, the Sponsor or any Agent and hereby understands, acknowledges and agrees that (1) the Information was not prepared with a view to being shared with others, and thus may not be suitable for its purposes, may not contain all of the information which the Assignor might deem material and does not contain all material information regarding Holdings and its Subsidiaries, (2) the Information may have been prepared based upon information provided to the Agents by Holdings, its Subsidiaries, the Sponsor or other sources and may not be accurate or complete, (3) unless otherwise agreed to by the Agents in writing, no Agent nor any affiliate, director, officer, employee, agent or adviser of any Agent (each, a “ Relevant Person ”) nor any of their respective representatives make any representation or warranty, express or implied, as to, or accepts or assumes any responsibility or liability of any kind for, the accuracy, reliability, adequacy, completeness or reasonableness of any such Information or any assumptions upon which such Information is based, (4) no Relevant Person nor any of their respective representatives is acting as the Assignor’s broker or advisor, or has any fiduciary or other duty to the Assignor, in connection with or arising from the transactions contemplated hereby or any documents related thereto and (5) no Relevant Person nor any of their respective representatives is under any obligation or has any duty to provide access to or advise the Assignor or any other person of the existence of any additional Information or to review, update or correct any inaccuracy in any Information about Holdings or any of its Subsidiaries (or any assumptions upon which such Information is based) supplied by it or by any other person (including Holdings, any of its Subsidiaries and the Sponsor) or be otherwise liable to the Assignor or to any other person with respect to any such Information or assumptions and (B) it and its successors and assigns hereby irrevocably waive any claim or right of action against any Relevant Person or any of their respective representatives that might derive from any of the foregoing];(4) and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower,

(4) Include clauses (v) and (vi) only if the Assignee is a Non-Debt Fund Affiliate.

any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement[, (ii) it is Holdings or a Subsidiary of Holdings or a Non-Debt Fund Affiliate],(5) (iii) this Assignment and Assumption is being made pursuant to an open market purchase, (iv) no Default has occurred or is continuing or would result from the consummation of the transactions contemplated by this Assignment and Assumption, (v) after giving effect to this Assignment and Assumption, the aggregate principal amount of all Term Loans held by all Non-Debt Fund Affiliates constitutes less than 25% of the aggregate principal amount of all Loans then outstanding, (vi) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (vii) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Agents or any other Lender, [and] (viii) attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee[, (ix) it (A) is an accredited investor within the meaning of Regulation D under the Securities Act of 1933, as amended, (B) is bearing the economic risk of the transactions contemplated hereby, (C) has sufficient resources to bear such economic risk and (D) is acquiring the Assigned Interest for its own account, (x) (A) it has made its own evaluation of all information (the “ Information ”) about Holdings and its Subsidiaries which it may have received from Holdings, any of its Subsidiaries, the Sponsor or any Agent and hereby understands, acknowledges and agrees that (1) the Information was not prepared with a view to being shared with others, and thus may not be suitable for its purposes, may not contain all of the information which the Assignee might deem material and does not contain all material information regarding Holdings and its Subsidiaries, (2) the Information may have been prepared based upon information provided to the Agents by Holdings, its Subsidiaries, the Sponsor or other sources and may not be accurate or complete, (3) unless otherwise agreed to by the Agents in writing, no Agent nor any affiliate, director, officer, employee, agent or adviser of any Agent (each, a “ Relevant Person ”) nor any of their respective representatives make any representation or warranty, express or implied, as to, or accepts or assumes any responsibility or liability of any kind for, the accuracy, reliability, adequacy, completeness or reasonableness of any such Information or any assumptions upon which such Information is based, (4) no Relevant Person nor any of their respective representatives is acting as the Assignee’s broker or advisor, or has any fiduciary or other duty to the Assignee, in connection with or arising from the transactions contemplated hereby or any documents related thereto and (5) no Relevant Person nor any of their respective representatives is under any obligation or has any duty to provide access to or advise the Assignee or any other person of the existence of any additional Information or to review, update or correct any inaccuracy in any

(5) Include clause (ii) only if the Assignee is Holdings or a Subsidiary of Holdings or a Non-Debt Fund Affiliate.

Information about Holdings or any of its Subsidiaries (or any assumptions upon which such Information is based) supplied by it or by any other person (including Holdings, any of its Subsidiaries and the Sponsor) or be otherwise liable to the Assignee or to any other person with respect to any such Information or assumptions and (B) it and its successors and assigns hereby irrevocably waive any claim or right of action against any Relevant Person or any of their respective representatives that might derive from any of the foregoing];(6) [(xi) it has not used the proceeds of any Credit Extension under the Revolving Credit Facility to consummate the transactions contemplated by this Assignment and Assumption](7) [and] (b) agrees that (i) it will, independently and without reliance on the Agents, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender [and (iii) it will be subject to the restrictions specified in clause (A) of the second to last paragraph of Section 10.01 of the Credit Agreement](8) [; (c) affirms the No Undisclosed Information Representation;](9) [(d) agrees to automatically and permanently cancel all Term Loans purchased from the Assignor pursuant to this Assignment and Assumption immediately after the Effective Date].(10) For the avoidance of doubt, Lenders shall not be permitted to assign Revolving Credit Commitments or Revolving Credit Loans to any Affiliated Lender.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

(6) Include clauses (ix) and (x) only if the Assignor is a Non-Debt Fund Affiliate.

(7) Include clause (xi) only if the Assignee is the Borrower or any of its Restricted Subsidiaries.

(8) Include clause (iii) only if the Assignee is a Non-Debt Fund Affiliate.

(9) Include clause (c) only if the Assignee is the Borrower or any of its Restricted Subsidiaries.

(10) Include clause (d) only if the Assignee is a Loan Party.

EXHIBIT E-3

FORM OF ADMINISTRATIVE QUESTIONNAIRE

[Deal Name]

Agent Information			Agent Closing Contact

Credit Suisse AG			Candace Weaver
Eleven Madison Avenue			Tel: +1 212 538 2903
New York, NY 10010			E-Mail: candace.sorina@credit-suisse.com

Agent Wire Instructions

The Bank of New York Mellon
ABA 021000018
Account Name: CS Agency Cayman Account
Account Number: 8900492627

It is very important that all of the requested information be completed accurately and that this questionnaire be returned promptly. If your institution is sub-allocating its allocation, please fill out an administrative questionnaire for each legal entity.

Legal Name of Lender to appear in Documentation:

Signature Block Information:

·	Signing Credit Agreement	o Yes	o No

·	Coming in via Assignment	o Yes	o No

Type of Lender:
(Bank, Asset Manager, Broker/Dealer, CLO/CDO; Finance Company, Hedge Fund, Insurance, Mutual Fund, Pension Fund, Other Regulated Investment Fund, Special Purpose Vehicle, Other-please specify)

Lender Parent:

Lender Domestic Address			Lender Eurocurrency Address

Contacts/Notification Methods: Borrowings, Paydowns, Interest, Fees, etc

	Primary Credit Contact	Secondary Credit Contact
Name:
Company:
Title:
Address:

Telephone:
Facsimile:
E-Mail Address:

	Primary Credit Contact	Secondary Credit Contact
Name:
Company:
Title:
Address:

Telephone:
Facsimile:
E-Mail Address:

Lender’s Domestic Wire Instructions

Bank Name:
ABA/Routing No.:
Account Name:
Account No.:
FFC Account Name:
FFC Account No.:
Attention:
Reference:

Tax Documents

NON-U.S. LENDER INSTITUTIONS:

I. Beneficial Owners :

If your institution is incorporated outside of the United States for U.S. federal income tax purposes, and (for U.S. federal income tax purposes) is the beneficial owner of the interest and other income it receives, you must complete one of the following three tax forms, as applicable to your institution: a.) Form W-8BEN ( Certificate of Foreign Status of Beneficial Owner ), b.) Form W-8ECI ( Income Effectively Connected to a U.S. Trade or Business ), or c.) Form W-8EXP ( Certificate of Foreign Government or Governmental Agency ).

A U.S. taxpayer identification number is required for any institution submitting Form W-8ECI. It is also required on Form W-8BEN for certain institutions claiming the benefits of a tax treaty with the U.S. Please refer to the instructions when completing the form applicable to your institution. In addition, please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. An original tax form must be submitted.

II. Non-beneficial Owners :

If your institution is organized outside the U.S., and is not, for U.S. federal income tax purposes, the beneficial owner of the interest and other income it receives under the Loan Documents, an original Form W-8IMY ( Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding ) must be completed by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners.

Please refer to the instructions when completing this form. In addition, please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted.

III. U.S. Tax Compliance Certificate :

Forms of the U.S. Tax Compliance Certificate are attached as Exhibits N-1 through N-4. Please complete if applicable.

U.S. LENDER INSTITUTIONS:

If your institution is incorporated or organized within the United States, you must complete and return Form W-9 (Request for Taxpayer Identification Number and Certification). Please be advised that we request that you submit an original Form W-9.

Pursuant to the language contained in the tax section of the Credit Agreement, the applicable tax form for your institution must be completed and returned prior to the first payment of income. Failure to provide the proper tax form when requested may subject your institution to U.S. tax withholding.

EXHIBIT F-1

FORM OF HOLDINGS GUARANTY

See attached.

FIRST LIEN HOLDINGS GUARANTY

Dated as of January 15, 2014

between

WTG HOLDINGS II CORP.

as Holdings

and

CREDIT SUISSE AG

as Collateral Agent

TABLE OF CONTENTS

Section		Page

Section 1.	Guaranty; Limitation of Liability	1

Section 2.	Guaranty Absolute	2

Section 3.	Waivers and Acknowledgments	4

Section 4.	Subrogation	4

Section 5.	Payments Free and Clear of Taxes, Etc.	6

Section 6.	Representations and Warranties	6

Section 7.	Covenants	6

Section 8.	Amendments, Etc.	7

Section 9.	Notices, Etc.	7

Section 10.	No Waiver; Remedies	7

Section 11.	Expenses and Indemnification	7

Section 12.	Right of Set-off	8

Section 13.	Continuing Guaranty; Assignments under the Credit Agreement	8

Section 14.	Keepwell	8

Section 15.	Severability	9

Section 16.	Execution in Counterparts	9

Section 17.	Governing Law; Jurisdiction; Waiver of Jury Trial, Etc.	9

FIRST LIEN HOLDINGS GUARANTY

FIRST LIEN HOLDINGS GUARANTY dated as of January 15, 2014 (this “ Guaranty ”) between WTG Holdings II Corp., a Delaware corporation (“ Holdings ”), and Credit Suisse AG, as Collateral Agent.

PRELIMINARY STATEMENT

WTG Holdings III Corp., a Delaware corporation (the “ Borrower ”), is party to a First Lien Credit Agreement dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”; the capitalized terms defined therein and not otherwise defined herein being used herein as therein defined) with Holdings, each Lender from time to time party thereto, Credit Suisse AG, as Administrative Agent and as Collateral Agent, and the L/C Issuers referred to therein. Holdings may receive, directly or indirectly, a portion of the proceeds of the Loans under the Credit Agreement and will derive substantial direct and indirect benefits from the transactions contemplated by the Credit Agreement. It is a condition precedent to the making of Loans and the making of L/C Credit Extensions by the Lenders and the L/C Issuers under the Credit Agreement, the entry by the Hedge Banks into Secured Hedge Agreements from time to time and the entry by the Cash Management Banks into Secured Cash Management Agreements from time to time, that Holdings shall have executed and delivered this Guaranty.

NOW, THEREFORE, in consideration of the premises and in order to induce the Lenders to make Loans and the L/C Issuers to make L/C Credit Extensions under the Credit Agreement, the Hedge Banks to enter into Secured Hedge Agreements from time to time and the Cash Management Banks to enter into Secured Cash Management Agreements from time to time and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Holdings hereby agrees as follows:

Section 1. Guaranty; Limitation of Liability . (a) Holdings hereby absolutely, unconditionally and irrevocably guarantees to the Collateral Agent, for the benefit of the Secured Parties, as primary obligor and not merely as surety, the punctual payment, whether at scheduled maturity or by acceleration, demand or otherwise, and performance of all First Lien Obligations of each other Loan Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, increases, modifications, substitutions, amendments, refinancings, refundings, replacements or renewals of any or all of the foregoing First Lien Obligations) and whether or not such action is committed, contemplated or provided for by the Loan Documents on the date hereof, whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such First Lien Obligations being the “ Guaranteed First Lien Obligations ,” provided that Guaranteed First Lien Obligations consisting of obligations of any Loan Party arising under any Secured Hedge Agreement shall exclude all Excluded Swap Obligations). Without limiting the generality of the foregoing, Holdings’ liability shall extend to all amounts that constitute part of the Guaranteed First Lien Obligations and would be owed by any other Loan Party to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.

(b) Holdings, and by its acceptance of this Guaranty, the Collateral Agent and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Guaranty and the First Lien Obligations of Holdings hereunder not constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the First Lien Obligations of Holdings hereunder. To effectuate the foregoing intention, the Collateral Agent, the other Secured Parties and Holdings hereby irrevocably agree that the First Lien Obligations of Holdings under this Guaranty at any time shall be limited to the maximum amount as will result in the First Lien Obligations of Holdings under this Guaranty not constituting a fraudulent transfer or conveyance.

(c) Holdings hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Secured Party under this Guaranty, the Subsidiary Guaranty or any other guaranty, Holdings will contribute, to the maximum extent permitted by law, such amounts to each other Guarantor so as to maximize the aggregate amount paid to the Secured Parties under or in respect of the Loan Documents.

Section 2. Guaranty Absolute . Holdings guarantees that the Guaranteed First Lien Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. Holdings further agrees that its Guarantee constitutes a continuing, absolute and unconditional guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Guaranteed First Lien Obligations or operated as a discharge thereof) and not merely of collection. The First Lien Obligations of Holdings under or in respect of this Guaranty are independent of the Guaranteed First Lien Obligations or any other First Lien Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against Holdings to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. The liability of Holdings under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and Holdings hereby irrevocably waives any rights, claims or defenses it may now have or hereafter acquire in any way relating to, any or all of the following (whether or not Holdings has knowledge thereof):

(a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto;

(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed First Lien Obligations or any other First Lien Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed First Lien Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise;

(c) the validity, perfection, non-perfection or lapse in perfection, priority or avoidance of any security interest or Lien in or the release of any Collateral or any other collateral securing or

purporting to secure the Guaranteed First Lien Obligations or any other impairment of such collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed First Lien Obligations;

(d) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed First Lien Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed First Lien Obligations or any other First Lien Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries;

(e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;

(f) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (Holdings waiving any duty on the part of the Secured Parties to disclose such information);

(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of Holdings or any other guarantor or surety with respect to the Guaranteed First Lien Obligations; or

(h) any other circumstance or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety.

This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed First Lien Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been made. No payment made by the Borrower, Holdings, any of the other Guarantors, any other guarantor or any other Person or received or collected by any Secured Party from the Borrower, Holdings, any of the other Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed First Lien Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of Holdings hereunder which shall, notwithstanding any such payment, remain liable for the Guaranteed First Lien Obligations until all of the Guaranteed First Lien Obligations and all other amounts payable under this Guaranty (other than in each case contingent obligations that are not then due and payable) shall have been paid in full in cash, all Letters of Credit, all Secured Hedge Agreements and all Secured Cash Management Agreements (other than Letters of Credit, Secured Hedge Agreements or Secured Cash Management Agreements as to which other arrangements satisfactory to the Administrative Agents and the applicable L/C Issuer, Hedge Bank or Cash Management Bank, as the case may be, have been made) shall have expired or been terminated and the Commitments shall have expired or been terminated.

Section 3. Waivers and Acknowledgments . (a) Holdings hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, marshaling, presentment, demand for payment or performance, notice of nonpayment or nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed First Lien Obligations and this Guaranty and any requirement that any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other Person or any Collateral.

(b) Holdings hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed First Lien Obligations, whether existing now or in the future.

(c) Holdings hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of Holdings or other rights of Holdings to proceed against any of the other Loan Parties, any other guarantor or any other Person or any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the First Lien Obligations of Holdings hereunder.

(d) Holdings acknowledges that the Collateral Agent may, in accordance with the Loan Documents, without notice to or demand upon Holdings and without affecting the liability of Holdings under this Guaranty, foreclose under any mortgage by nonjudicial sale, and Holdings hereby waives any defense to the recovery by the Collateral Agent and the other Secured Parties against Holdings of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable law.

(e) Holdings hereby unconditionally and irrevocably waives any duty on the part of any Secured Party to disclose to Holdings any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by such Secured Party.

(f) Holdings waives any right it may have of first requiring any Secured Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any Person before claiming from Holdings under this Guaranty. This waiver applies irrespective of any Law or any provision of a Loan Document to the contrary.

(g) Holdings acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in Section 2 and this Section 3 are knowingly made in contemplation of such benefits.

Section 4. Subrogation .

contribution or indemnification and any right to participate in any claim or remedy of any Secured Party against the Borrower, any other Loan Party or any other insider guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, any other Loan Party or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed First Lien Obligations and all other amounts payable under this Guaranty (other than in each case contingent obligations that are not then due and payable) shall have been paid in full in cash, all Letters of Credit, all Secured Hedge Agreements and all Secured Cash Management Agreements (other than Letters of Credit, Secured Hedge Agreements or Secured Cash Management Agreements as to which other arrangements satisfactory to the Administrative Agents and the applicable L/C Issuer, Hedge Bank or Cash Management Bank, as the case may be, have been made) shall have expired or been terminated and the Commitments shall have expired or been terminated. If any amount shall be paid to Holdings in violation of the immediately preceding sentence at any time prior to the latest of (a) the payment in full in cash of the Guaranteed First Lien Obligations and all other amounts payable under this Guaranty (other than in each case contingent obligations that are not then due and payable), (b) the Latest Maturity Date of all Commitments and Loans and (c) the latest date of expiration or termination of all Letters of Credit, all Secured Hedge Agreements and all Secured Cash Management Agreements (other than Letters of Credit, Secured Hedge Agreements or Secured Cash Management Agreements as to which other arrangements satisfactory to the Administrative Agents and the applicable L/C Issuer, Hedge Bank or Cash Management Bank, as the case may be, have been made), such amount shall be received and held in trust for the benefit of the Secured Parties, shall be segregated from other property and funds of Holdings and shall forthwith be paid or delivered to the Collateral Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed First Lien Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents or to be held as Collateral for any Guaranteed First Lien Obligations or other amounts payable under this Guaranty thereafter arising. If (i) Holdings shall make payment to any Secured Party of all or any part of the Guaranteed First Lien Obligations, (ii) all of the Guaranteed First Lien Obligations and all other amounts payable under this Guaranty (other than in each case contingent obligations that are not then due and payable) shall have been paid in full in cash, (iii) the Latest Maturity Date of all Commitments and Loans shall have occurred and (iv) all Letters of Credit, all Secured Hedge Agreements and all Secured Cash Management Agreements (other than Letters of Credit, Secured Hedge Agreements or Secured Cash Management Agreements as to which other arrangements satisfactory to the Administrative Agents and the applicable L/C Issuer, Hedge Bank or Cash Management Bank, as the case may be, have been made) shall have expired or been terminated, the Secured Parties will, at Holdings’ request and expense, execute and deliver to Holdings appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to Holdings of an interest in the Guaranteed First Lien Obligations resulting from such payment made by Holdings pursuant to this Guaranty.

Guaranteed First Lien Obligations. Until the payment in full of the Guaranteed First Lien Obligations (other than contingent obligations that are not then due and payable), Holdings shall not demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to Holdings in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the Person making such payment or distribution directly to the Collateral Agent, for application to the payment of the Guaranteed First Lien Obligations. If any such payment or distribution is received by Holdings, it shall be held by Holdings in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by Holdings to the Collateral Agent, in the exact form received and, if necessary, duly endorsed. No failure on the part of Holdings to make the payments required by Section 4(a) (or any other payments required under applicable Law or otherwise) or on the part of any Subsidiary Guarantor to make the payments required by Section 4(a) of the Subsidiary Guaranty shall in any respect limit the obligations and liabilities of Holdings with respect to its obligations hereunder, and Holdings shall remain liable for the full amount of the obligations of Holdings hereunder.

Section 5. Payments Free and Clear of Taxes, Etc . Any and all payments by or on account of any obligation of Holdings under this Guaranty or any other Loan Document shall be made free and clear of and without deduction for any and all present or future Taxes, in accordance with, and such payments shall be made to the extent required by, the terms of the Credit Agreement (including Section 3.01 thereof).

Section 6. Representations and Warranties . Holdings hereby makes each representation and warranty made in the Loan Documents by the Borrower with respect to Holdings and Holdings hereby further represents and warrants as follows:

(a) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived.

(b) Holdings has, independently and without reliance upon any Secured Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Guaranty and each other Loan Document to which it is or is to be a party, and Holdings has established adequate means of obtaining from each other Loan Party on a continuing basis information pertaining to, and is now and on a continuing basis will be completely familiar with, the business, condition (financial or otherwise), operations, performance, properties and prospects of such other Loan Party.

Section 7. Covenants . Holdings covenants and agrees that, so long as any part of the Guaranteed First Lien Obligations shall remain unpaid, any Letter of Credit shall be outstanding, any Lender shall have any Commitment or any Secured Hedge Agreement or Secured Cash Management Agreement shall be in effect, Holdings will perform and observe, and cause each of its Subsidiaries to perform and observe, all of the terms, covenants and agreements set forth in the Loan Documents on its or their part to be performed or observed or that the Borrower has agreed to cause Holdings or such Subsidiaries to perform or observe.

Section 8. Amendments, Etc . No amendment or waiver of any provision of this Guaranty and no consent to any departure by Holdings therefrom shall in any event be effective unless the same shall be in writing and signed by the Collateral Agent, the Required Lenders and Holdings and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided , however , that no amendment, waiver or consent shall, unless in writing and signed by all of the Secured Parties (other than any Lender that is, at such time, a Defaulting Lender), (a) reduce or limit the obligations of Holdings hereunder, release Holdings hereunder or otherwise limit Holdings’ liability with respect to the First Lien Obligations owing to the Secured Parties under or in respect of the Loan Documents, (b) postpone any date fixed for payment hereunder or (c) change any provision of this Section 8 .

Section 9. Notices, Etc. All notices and other communications provided for hereunder shall be in writing (including telegraphic, telecopy or telex communication or facsimile transmission) and mailed, telegraphed, telecopied, telexed, faxed or delivered to it, if to Holdings, addressed to it in care of the Borrower at the Borrower’s address specified in Section 10.02 of the Credit Agreement, if to any Agent or any Lender, at its address specified in Section 10.02 of the Credit Agreement, if to any Hedge Bank, at its address specified in the Secured Hedge Agreement to which it is a party, if to any Cash Management Bank, at its address specified in the Secured Cash Management Agreement or, as to any party, at such other address as shall be designated by such party in a written notice to each other party. All such notices and other communications shall be deemed to be given or made at such time as shall be set forth in Section 10.02 of the Credit Agreement. Delivery by telecopier of an executed counterpart of a signature page to any amendment or waiver of any provision of this Guaranty shall be effective as delivery of an original executed counterpart thereof.

Section 10. No Waiver; Remedies . No failure on the part of any Secured Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 11. Expenses and Indemnification Holdings agrees to (i) pay or reimburse the Collateral Agent and each other Secured Party for all its costs and expenses incurred in collecting against Holdings under this Guaranty or otherwise enforcing or preserving any rights under this Guaranty or any other Loan Document to which Holdings is a party, including the reasonable fees, disbursements and other charges of counsel and (ii) pay, and hold the Collateral Agent and the other Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral securing the Guaranteed First Lien Obligations or in connection with any of the transactions contemplated by the Credit Agreement, in each case, in accordance with Section 10.04 of the Credit Agreement to the extent the Borrower would be required to do so pursuant to Section 10.04 of the Credit Agreement.

delivery, enforcement, performance and administration of this Guaranty, in each case, in accordance with Section 10.05 of the Credit Agreement to the extent the Borrower would be required to do so pursuant to Section 10.05 of the Credit Agreement.

Section 12. Right of Set-off . Upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Agent, such Lender or such Affiliate to or for the credit or the account of Holdings against any and all of the First Lien Obligations of Holdings now or hereafter existing under the Loan Documents, irrespective of whether such Agent or such Lender shall have made any demand under this Guaranty or any other Loan Document and although such First Lien Obligations may be unmatured. Each Agent and each Lender agrees promptly to notify Holdings after any such set-off and application; provided , however , that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Agent, each Lender and their respective Affiliates under this Section 12 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Agent, such Lender and their respective Affiliates may have.

Section 13. Continuing Guaranty; Assignments under the Credit Agreement . This Guaranty is a continuing guaranty and, subject to Section 14 below, shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of the Guaranteed First Lien Obligations and all other amounts payable under this Guaranty (other than in each case contingent obligations that are not then due and payable), (ii) the Latest Maturity Date of all Commitments and Loans and (iii) the latest date of expiration or termination of all Letters of Credit, all Secured Hedge Agreements and all Secured Cash Management Agreements (other than Letters of Credit, Secured Hedge Agreements or Secured Cash Management Agreements as to which other arrangements satisfactory to the Administrative Agents and the applicable L/C Issuer, Hedge Bank or Cash Management Bank, as the case may be, have been made) (b) be binding upon Holdings, its successors and assigns and (c) inure to the benefit of and be enforceable by the Secured Parties and their successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Secured Party may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it, the Note or Notes held by it), any Cash Management Agreement or Secured Hedge Agreement, as applicable, to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise, as and to the extent provided in Section 10.07 of the Credit Agreement or in the comparable provisions of any Cash Management Agreement or Secured Hedge Agreement, as applicable. Holdings shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured Parties.

obligations under this Guaranty in respect of Swap Obligations ( provided , however , that each Qualified ECP Guarantor shall only be liable under this Section 14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 14 , or otherwise under this Guaranty, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 14 shall remain in full force and effect until the termination of this Guaranty in accordance with Section 13 . Each Qualified ECP Guarantor intends that this Section 14 constitute, and this Section 14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. “ Qualified ECP Guarantor ” means, in respect of any Swap Obligations, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Section 15. Severability . Any provision of this Guaranty held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid, legal and enforceable provisions the economic effect of which comes as close as reasonably possible to that of the invalid, illegal or unenforceable provisions.

Section 16. Execution in Counterparts . This Guaranty and each amendment, waiver and consent with respect hereto may be executed in any number of counterparts and by different parties thereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Guaranty by telecopier shall be effective as delivery of an original executed counterpart of this Guaranty.

Section 17. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc . (a) This Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

(b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS GUARANTY, HOLDINGS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS. HOLDINGS IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS , WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING

OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.

(c) HOLDINGS HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS RELATED THERETO.

(d) HOLDINGS IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02 OF THE CREDIT AGREEMENT. NOTHING IN THIS GUARANTY WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, Holdings has caused this Guaranty to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

Holdings:	WTG HOLDINGS II CORP.


	By:
		Name:
		Title:

[First Lien Holdings Guaranty]

Collateral Agent:	CREDIT SUISSE AG, CAYMAN ISLANDS
	BRANCH, as Collateral Agent


	By:
		Name:
		Title:


	By:
		Name:
		Title:

[First Lien Holdings Guaranty]

EXHIBIT F-2

FORM OF SUBSIDIARY GUARANTY

See attached.

FIRST LIEN SUBSIDIARY GUARANTY

Dated as of January 15, 2014

among

THE GUARANTORS NAMED HEREIN

and

THE ADDITIONAL GUARANTORS REFERRED TO HEREIN

as Guarantors

and

CREDIT SUISSE AG

as Collateral Agent

TABLE OF CONTENTS

Section		Page

Section 1.	Guaranty; Limitation of Liability	1

Section 2.	Guaranty Absolute	2

Section 3.	Waivers and Acknowledgments	4

Section 4.	Subrogation	5

Section 5.	Payments Free and Clear of Taxes, Etc.	6

Section 6.	Representations and Warranties	6

Section 7.	Covenants	6

Section 8.	Amendments, Guaranty Supplements, Etc.	7

Section 9.	Notices, Etc.	8

Section 10.	No Waiver; Remedies	8

Section 11.	Expenses and Indemnification	8

Section 12.	Right of Set-off	9

Section 13.	Continuing Guaranty; Assignments under the Credit Agreement	9

Section 14.	Keepwell	9

Section 15.	Severability	10

Section 16.	Execution in Counterparts	10

Section 17.	Governing Law; Jurisdiction; Waiver of Jury Trial, Etc.	10

Exhibit A - Guaranty Supplement

FIRST LIEN SUBSIDIARY GUARANTY

FIRST LIEN SUBSIDIARY GUARANTY dated as of January 15, 2014 (this “ Guaranty ”) among the Persons listed on the signature pages hereof under the caption “Subsidiary Guarantors,” the Additional Guarantors (as defined in Section 8(b) ) (such Persons so listed and the Additional Guarantors being, collectively, the “ Guarantors ” and, individually, each a “ Guarantor ”) and Credit Suisse AG, as Collateral Agent.

PRELIMINARY STATEMENT

WTG Holdings III Corp., a Delaware corporation (the “ Borrower ”), is party to a First Lien Credit Agreement dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”; the capitalized terms defined therein and not otherwise defined herein being used herein as therein defined) with WTG Holdings II Corp., a Delaware corporation, each Lender from time to time party thereto, Credit Suisse AG, as Administrative Agent and as Collateral Agent, and the L/C Issuers referred to therein. Each Guarantor may receive, directly or indirectly, a portion of the proceeds of the Loans under the Credit Agreement and will derive substantial direct and indirect benefits from the transactions contemplated by the Credit Agreement. It is a condition precedent to the making of Loans and the making of L/C Credit Extensions by the Lenders and the L/C Issuers under the Credit Agreement, the entry by the Hedge Banks into Secured Hedge Agreements from time to time and the entry by the Cash Management Banks into Secured Cash Management Agreements from time to time, that each Guarantor party to this Guaranty shall have executed and delivered this Guaranty.

Section 1. Guaranty; Limitation of Liability . (a) Each Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees to the Collateral Agent, for the benefit of the Secured Parties, as primary obligor and not merely as surety, the punctual payment, whether at scheduled maturity or by acceleration, demand or otherwise, and performance of all First Lien Obligations of each other Loan Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, increases, modifications, substitutions, amendments, refinancings, refundings, replacements or renewals of any or all of the foregoing First Lien Obligations) and whether or not such action is committed, contemplated or provided for by the Loan Documents on the date hereof, whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such First Lien Obligations being the “ Guaranteed First Lien Obligations ,” provided that Guaranteed First Lien Obligations consisting of obligations of any Loan Party arising under any Secured Hedge Agreement shall exclude all Excluded Swap

Obligations). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed First Lien Obligations and would be owed by any other Loan Party to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.

(b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Guaranty and the First Lien Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the First Lien Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the other Secured Parties and the Guarantors hereby irrevocably agree that the First Lien Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the First Lien Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance.

(c) Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Secured Party under this Guaranty, the Holdings Guaranty or any other guaranty, such Guarantor will contribute, to the maximum extent permitted by law, such amounts to each other Guarantor and Holdings so as to maximize the aggregate amount paid to the Secured Parties under or in respect of the Loan Documents.

Section 2. Guaranty Absolute . Each Guarantor guarantees that the Guaranteed First Lien Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. Each Guarantor further agrees that its Guarantee constitutes a continuing, absolute and unconditional guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Guaranteed First Lien Obligations or operated as a discharge thereof) and not merely of collection. The First Lien Obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed First Lien Obligations or any other First Lien Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any rights, claims or defenses it may now have or hereafter acquire in any way relating to, any or all of the following (whether or not such Guarantor has knowledge thereof):

(a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto;

consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed First Lien Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise;

(c) the validity, perfection, non-perfection or lapse in perfection, priority or avoidance of any security interest or Lien in or the release of any Collateral or any other collateral securing or purporting to secure the Guaranteed First Lien Obligations or any other impairment of such collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed First Lien Obligations;

(e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;

(f) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information);

(g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement (as hereinafter defined) or any other guaranty or agreement or the release or reduction of liability of any Guarantor or any other guarantor or surety with respect to the Guaranteed First Lien Obligations; or

This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed First Lien Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been made. No payment made by the Borrower, any of the Guarantors, Holdings, any other guarantor or any other Person or received or collected by any Secured Party from the Borrower, any of the other Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed First Lien Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment, remain liable for the Guaranteed First Lien Obligations until all of the Guaranteed First Lien Obligations and all other amounts payable under this Guaranty (other than in each case contingent obligations that are not then due and payable) shall have been paid in full in cash, all Letters of Credit, all Secured Hedge Agreements and all Secured Cash Management Agreements (other than Letters of Credit, Secured Hedge Agreements or Secured

Cash Management Agreements as to which other arrangements satisfactory to the Administrative Agents and the applicable L/C Issuer, Hedge Bank or Cash Management Bank, as the case may be, have been made) shall have expired or been terminated and the Commitments shall have expired or been terminated.

Section 3. Waivers and Acknowledgments . (a) Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, marshaling, presentment, demand for payment or performance, notice of nonpayment or nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed First Lien Obligations and this Guaranty and any requirement that any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other Person or any Collateral.

(b) Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed First Lien Obligations, whether existing now or in the future.

(c) Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against any of the other Loan Parties, any other guarantor or any other Person or any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the First Lien Obligations of such Guarantor hereunder.

(d) Each Guarantor acknowledges that the Collateral Agent may, in accordance with the Loan Documents, without notice to or demand upon such Guarantor and without affecting the liability of such Guarantor under this Guaranty, foreclose under any mortgage by nonjudicial sale, and each Guarantor hereby waives any defense to the recovery by the Collateral Agent and the other Secured Parties against such Guarantor of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable law.

(e) Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of any Secured Party to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by such Secured Party.

(f) Each Guarantor waives any right it may have of first requiring any Secured Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any Person before claiming from that Guarantor under this Guaranty. This waiver applies irrespective of any Law or any provision of a Loan Document to the contrary.

(g) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in Section 2 and this Section 3 are knowingly made in contemplation of such benefits.

Section 4. Subrogation .

(a) Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s First Lien Obligations under or in respect of this Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Secured Party against the Borrower, any other Loan Party or any other insider guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, any other Loan Party or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed First Lien Obligations and all other amounts payable under this Guaranty (other than in each case contingent obligations that are not then due and payable) shall have been paid in full in cash, all Letters of Credit, all Secured Hedge Agreements and all Secured Cash Management Agreements (other than Letters of Credit, Secured Hedge Agreements or Secured Cash Management Agreements as to which other arrangements satisfactory to the Administrative Agents and the applicable L/C Issuer, Hedge Bank or Cash Management Bank, as the case may be, have been made) shall have expired or been terminated and the Commitments shall have expired or been terminated. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the latest of (a) the payment in full in cash of the Guaranteed First Lien Obligations and all other amounts payable under this Guaranty (other than in each case contingent obligations that are not then due and payable), (b) the Latest Maturity Date of all Commitments and Loans and (c) the latest date of expiration or termination of all Letters of Credit, all Secured Hedge Agreements and all Secured Cash Management Agreements (other than Letters of Credit, Secured Hedge Agreements or Secured Cash Management Agreements as to which other arrangements satisfactory to the Administrative Agents and the applicable L/C Issuer, Hedge Bank or Cash Management Bank, as the case may be, have been made), such amount shall be received and held in trust for the benefit of the Secured Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Collateral Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed First Lien Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents or to be held as Collateral for any Guaranteed First Lien Obligations or other amounts payable under this Guaranty thereafter arising. If (i) any Guarantor shall make payment to any Secured Party of all or any part of the Guaranteed First Lien Obligations, (ii) all of the Guaranteed First Lien Obligations and all other amounts payable under this Guaranty (other than in each case contingent obligations that are not then due and payable) shall have been paid in full in cash, (iii) the Latest Maturity Date of all Commitments and Loans shall have occurred and (iv) all Letters of Credit, all Secured Hedge Agreements and all Secured Cash Management Agreements (other than Letters of Credit, Secured Hedge Agreements or Secured Cash Management Agreements as to which other arrangements satisfactory to the Administrative Agents and the applicable L/C Issuer, Hedge Bank or Cash Management Bank, as the case may be, have been made) shall have expired or been terminated, the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without

recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed First Lien Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

(b) Notwithstanding any provision of this Guaranty to the contrary, all rights of the Guarantors under Section 4(a) and all other rights of the Guarantors of contribution or subrogation under applicable Law or otherwise shall be fully subordinated to the payment in full in cash of all the Guaranteed First Lien Obligations. Until the payment in full of the Guaranteed First Lien Obligations (other than contingent obligations that are not then due and payable), no Guarantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Guarantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the Person making such payment or distribution directly to the Collateral Agent, for application to the payment of the Guaranteed First Lien Obligations. If any such payment or distribution is received by any Guarantor, it shall be held by such Guarantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Guarantor to the Collateral Agent, in the exact form received and, if necessary, duly endorsed. No failure on the part of any Guarantor to make the payments required by Section 4(a) (or any other payments required under applicable Law or otherwise) or on the part of Holdings to make the payments required by Section 4(a) of the Holdings Guaranty shall in any respect limit the obligations and liabilities of any Guarantor with respect to its obligations hereunder, and each Guarantor shall remain liable for the full amount of the obligations of such Guarantor hereunder.

Section 5. Payments Free and Clear of Taxes, Etc . Any and all payments by or on account of any obligation of any Guarantor under this Guaranty or any other Loan Document shall be made free and clear of and without deduction for any and all present or future Taxes, in accordance with, and such payments shall be made to the extent required by, the terms of the Credit Agreement (including Section 3.01 thereof).

Section 6. Representations and Warranties . Each Guarantor hereby makes each representation and warranty made in the Loan Documents by the Borrower with respect to such Guarantor and each Guarantor hereby further represents and warrants as follows:

(i) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived.

(ii) Such Guarantor has, independently and without reliance upon any Secured Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Guaranty and each other Loan Document to which it is or is to be a party, and such Guarantor has established adequate means of obtaining from each other Loan Party on a continuing basis information pertaining to, and is now and on a continuing basis will be completely familiar with, the business, condition (financial or otherwise), operations, performance, properties and prospects of such other Loan Party.

Section 7. Covenants . Each Guarantor covenants and agrees that, so long as any part of the Guaranteed First Lien Obligations shall remain unpaid, any Letter of Credit shall be outstanding,

any Lender shall have any Commitment or any Secured Hedge Agreement or Secured Cash Management Agreement shall be in effect, such Guarantor will perform and observe, and cause each of its Subsidiaries to perform and observe, all of the terms, covenants and agreements set forth in the Loan Documents on its or their part to be performed or observed or that the Borrower has agreed to cause such Guarantor or such Subsidiaries to perform or observe.

Section 8. Amendments, Guaranty Supplements, Etc .

(a) No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Collateral Agent, the Required Lenders and the Guarantors and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided , however , that no amendment, waiver or consent shall, unless in writing and signed by all of the Secured Parties (other than any Lender that is, at such time, a Defaulting Lender), (i) reduce or limit the obligations of any Guarantor hereunder, release any Guarantor hereunder or otherwise limit any Guarantor’s liability with respect to the First Lien Obligations owing to the Secured Parties under or in respect of the Loan Documents except as provided in the next succeeding sentence, (ii) postpone any date fixed for payment hereunder or (iii) change any provision of this Section 8 . Upon a Guarantor becoming an Excluded Subsidiary, or ceasing to be a Restricted Subsidiary, in each case as a result of a transaction permitted under the Loan Documents, such Guarantor shall be automatically released from this Guaranty.

(b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “ Guaranty Supplement ”), (i) such Person shall be referred to as an “ Additional Guarantor ” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “ Guarantor ” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “ Subsidiary Guarantor ” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “ this Guaranty ”, “ hereunder ”, “ hereof ” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “ Subsidiary Guaranty ”, “ thereunder ”, “ thereof ” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Section 9. Notices, Etc. All notices and other communications provided for hereunder shall be in writing (including telegraphic, telecopy or telex communication or facsimile transmission) and mailed, telegraphed, telecopied, telexed, faxed or delivered to it, if to any Guarantor, addressed to it in care of the Borrower at the Borrower’s address specified in Section 10.02 of the Credit Agreement, if to any Agent or any Lender, at its address specified in Section 10.02 of the Credit Agreement, if to any Hedge Bank, at its address specified in the Secured Hedge Agreement to which it is a party, if to any Cash Management Bank, at its address specified in the Secured Cash Management Agreement or, as to any party, at such other address as shall be designated by such party in a written notice to each other party. All such notices and other communications shall be deemed to be given or made at such time as shall be set forth in Section 10.02 of the Credit Agreement. Delivery by telecopier of an executed counterpart of a signature page to any amendment or waiver of any provision of this Guaranty or of any Guaranty Supplement to be executed and delivered hereunder shall be effective as delivery of an original executed counterpart thereof.

Section 11. Expenses and Indemnification .

(a) Each Guarantor agrees to (i) pay or reimburse the Collateral Agent and each other Secured Party for all its costs and expenses incurred in collecting against such Guarantor under this Guaranty or otherwise enforcing or preserving any rights under this Guaranty or any other Loan Document to which such Guarantor is a party, including the reasonable fees, disbursements and other charges of counsel and (ii) pay, and hold the Collateral Agent and the other Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral securing the Guaranteed First Lien Obligations or in connection with any of the transactions contemplated by the Credit Agreement, in each case, in accordance with Section 10.04 of the Credit Agreement to the extent the Borrower would be required to do so pursuant to Section 10.04 of the Credit Agreement.

(b) Each Guarantor agrees to pay, and to hold the Collateral Agent and the other Secured Parties (including all Indemnitees pursuant to Section 10.05 of the Credit Agreement), harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guaranty, in each case, in accordance with Section 10.05 of the Credit Agreement to the extent the Borrower would be required to do so pursuant to Section 10.05 of the Credit Agreement.

and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Agent, such Lender or such Affiliate to or for the credit or the account of any Guarantor against any and all of the First Lien Obligations of such Guarantor now or hereafter existing under the Loan Documents, irrespective of whether such Agent or such Lender shall have made any demand under this Guaranty or any other Loan Document and although such First Lien Obligations may be unmatured. Each Agent and each Lender agrees promptly to notify such Guarantor after any such set-off and application; provided , however , that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Agent, each Lender and their respective Affiliates under this Section 12 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Agent, such Lender and their respective Affiliates may have.

Section 13. Continuing Guaranty; Assignments under the Credit Agreement . This Guaranty is a continuing guaranty and, subject to Section 14 below, shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of the Guaranteed First Lien Obligations and all other amounts payable under this Guaranty (other than in each case contingent obligations that are not then due and payable), (ii) the Latest Maturity Date of all Commitments and Loans and (iii) the latest date of expiration or termination of all Letters of Credit, all Secured Hedge Agreements and all Secured Cash Management Agreements (other than Letters of Credit, Secured Hedge Agreements or Secured Cash Management Agreements as to which other arrangements satisfactory to the Administrative Agents and the applicable L/C Issuer, Hedge Bank or Cash Management Bank, as the case may be, have been made) (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Secured Parties and their successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Secured Party may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it, the Note or Notes held by it), any Cash Management Agreement or Secured Hedge Agreement, as applicable, to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise, as and to the extent provided in Section 10.07 of the Credit Agreement or in the comparable provisions of any Cash Management Agreement or Secured Hedge Agreement, as applicable. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured Parties.

all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. “ Qualified ECP Guarantor ” means, in respect of any Swap Obligations, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Section 17. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc . (a) This Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

(b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS GUARANTY, EACH GUARANTOR CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH GUARANTOR IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS , WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.

(c) EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS RELATED THERETO.

(d) EACH GUARANTOR IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02 OF THE CREDIT

AGREEMENT. NOTHING IN THIS GUARANTY WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

Subsidiary Guarantors:	SIEMENS TREATED WATER OUTSOURCING
	CORP.


	By:
		Name:
		Title:


	SIEMENS WATER TECHNOLOGIES LLC


	By:
		Name:
		Title:

[First Lien Subsidiary Guaranty]

Collateral Agent:	CREDIT SUISSE AG, CAYMAN ISLANDS
	BRANCH, as Collateral Agent


	By:
		Name:
		Title:


	By:
		Name:
		Title:

[First Lien Subsidiary Guaranty]

Exhibit A

to the

First Lien Subsidiary Guaranty

FORM OF SUBSIDIARY GUARANTY SUPPLEMENT

Credit Suisse AG,

as Collateral Agent

[Address of Collateral Agent]

Attention:

Re: First Lien Credit Agreement, dated as of January 15, 2014, among WTG Holdings III Corp., a Delaware corporation (the “ Borrower ”), WTG Holdings II Corp., a Delaware corporation, each Lender from time to time party thereto, Credit Suisse AG, as Administrative Agent and as Collateral Agent, and the L/C Issuers referred to therein.

Ladies and Gentlemen:

Reference is made to the above-captioned Credit Agreement and to the First Lien Subsidiary Guaranty referred to therein (such First Lien Subsidiary Guaranty, as in effect on the date hereof and as it may hereafter be amended, supplemented or otherwise modified from time to time, together with this Subsidiary Guaranty Supplement (this “ Guaranty Supplement ”), being the “ Subsidiary Guaranty ”). The capitalized terms defined in the Subsidiary Guaranty or in the Credit Agreement and not otherwise defined herein are used herein as therein defined.

Section 1. Guaranty; Limitation of Liability . (a) The undersigned hereby, jointly and severally with the other Guarantors absolutely, unconditionally and irrevocably guarantees the punctual payment, whether at scheduled maturity or by acceleration, demand or otherwise, and performance of all First Lien Obligations of each other Loan Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing First Lien Obligations) and whether or not such action is committed, contemplated or provided for by the Loan Documents on the date hereof, whether direct or indirect, absolute or contingent, and whether for principal, interest, premium, fees, indemnities, contract causes of action, costs, expenses or otherwise (such First Lien Obligations being the “ Guaranteed First Lien Obligations ”), provided that Guaranteed First Lien Obligations consisting of obligations of any Loan Party arising under any Secured Hedge Agreement shall exclude all Excluded Swap Obligations. Without limiting the generality of the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed First Lien Obligations and would be owed by any other Loan Party to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.

(b) The undersigned, and by its acceptance of this Guaranty Supplement, the Collateral Agent and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Guaranty Supplement, the Subsidiary Guaranty and the First Lien Obligations of the undersigned hereunder and thereunder not constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty Supplement, the Subsidiary Guaranty and the First Lien Obligations of the undersigned hereunder and thereunder. To effectuate the foregoing intention, the Collateral Agent, the other Secured Parties and the undersigned hereby irrevocably agree that the First Lien Obligations of the undersigned under this Guaranty Supplement and the Subsidiary Guaranty at any time shall be limited to the maximum amount as will result in the First Lien Obligations of the undersigned under this Guaranty Supplement and the Subsidiary Guaranty not constituting a fraudulent transfer or conveyance.

(c) The undersigned hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Secured Party under this Guaranty Supplement, the Subsidiary Guaranty, the Holdings Guaranty or any other guaranty, the undersigned will contribute, to the maximum extent permitted by applicable law, such amounts to each other Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Secured Parties under or in respect of the Loan Documents.

Section 2. First Lien Obligations Under the Guaranty . The undersigned hereby agrees, as of the date first above written, to be bound as a Guarantor by all of the terms and conditions of the Subsidiary Guaranty to the same extent as each of the other Guarantors thereunder. The undersigned further agrees, as of the date first above written, that each reference in the Subsidiary Guaranty to an “ Additional Guarantor ” or a “ Guarantor ” shall also mean and be a reference to the undersigned, and each reference in any other Loan Document to a “ Subsidiary Guarantor ” or a “ Loan Party ” shall also mean and be a reference to the undersigned.

Section 3. Representations and Warranties . The undersigned hereby makes each representation and warranty set forth in Section 6 of the Subsidiary Guaranty to the same extent as each other Guarantor.

Section 4. Delivery by Telecopier . Delivery of an executed counterpart of a signature page to this Guaranty Supplement by telecopier shall be effective as delivery of an original executed counterpart of this Guaranty Supplement.

Section 5. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc . (a) This Guaranty Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.

(b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY SUPPLEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS GUARANTY SUPPLEMENT, THE UNDERSIGNED CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO

THE EXCLUSIVE JURISDICTION OF THOSE COURTS. THE UNDERSIGNED IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS , WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.

(c) THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS RELATED THERETO.

(d) THE UNDERSIGNED IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02 OF THE CREDIT AGREEMENT. NOTHING IN THIS GUARANTY SUPPLEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THE GUARANTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

	Very truly yours,


	[NAME OF ADDITIONAL GUARANTOR]


	By:
		Name:
		Title:

Acknowledged and accepted as of the date first above written:

	CREDIT SUISSE AG, CAYMAN ISLANDS
	BRANCH, as Collateral Agent


	By:
		Name:
		Title:


	By:
		Name:
		Title:

EXHIBIT G

FORM OF SECURITY AGREEMENT

See attached.

FIRST LIEN SECURITY AGREEMENT(1)

Dated as of January 15, 2014

among

THE GRANTORS REFERRED TO HEREIN

as Grantors

and

CREDIT SUISSE AG

as Collateral Agent

(1) THIS AGREEMENT AND ANY LIEN CREATED HEREIN IS SUBJECT TO THE LIEN PRIORITY AND OTHER PROVISIONS SET FORTH IN THAT CERTAIN INTERCREDITOR AGREEMENT, DATED AS OF JANUARY 15, 2014 (AS AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF), AMONG WTG HOLDINGS II CORP., A DELAWARE CORPORATION, WTG HOLDINGS III CORP., A DELAWARE CORPORATION, CREDIT SUISSE AG, AS FIRST LIEN COLLATERAL AGENT, AND CREDIT SUISSE AG, AS SECOND LIEN COLLATERAL AGENT. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THE TERMS OF THIS AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN.

TABLE OF CONTENTS

Section		Page

Section 1.	Grant of Security	2

Section 2.	Security for First Lien Obligations	7

Section 3.	Grantors Remain Liable	7

Section 4.	Delivery and Control of Security Collateral	8

Section 5.	Maintaining Electronic Chattel Paper, Transferable Records and Giving Notice of Commercial Tort Claims	8

Section 6.	Representations and Warranties	9

Section 7.	Further Assurances	11

Section 8.	As to Equipment and Inventory	12

Section 9.	Post-Closing Changes; Collections on Assigned Agreements and Accounts	12

Section 10.	As to Intellectual Property Collateral	13

Section 11.	Voting Rights; Dividends; Etc.	15

Section 12.	Transfers and Other Liens; Additional Shares	16

Section 13.	Collateral Agent Appointed Attorney-in-Fact	17

Section 14.	Collateral Agent May Perform	17

Section 15.	The Collateral Agent’s Duties	17

Section 16.	Remedies	18

Section 17.	Grant of Intellectual Property License	20

Section 18.	Indemnity and Expenses	21

Section 19.	Amendments; Waivers; Additional Grantors; Etc.	21

Section 20.	Notices, Etc.	22

Section 21.	Continuing Security Interest; Assignments under the Credit Agreement	22

Section 22.	Release; Termination	22

Section 23.	Execution in Counterparts	23

Section 24.	The Mortgages	23

Section 25.	Governing Law	23

Section 26.	Intercreditor Agreement	23

SCHEDULES

Schedule I	—	Location, Chief Executive Office, Type of Organization, Jurisdiction of Organization and Organizational Identification Number

Schedule II	—	Pledged Debt and Pledged Equity

Schedule III	—	Patents, Domain Names, Trademarks and Trade Names, Copyrights and Exclusive Copyright Licenses

Schedule IV	—	Commercial Tort Claims

Schedule V	—	Locations of Equipment and Inventory

EXHIBITS

Exhibit A	—	Form of Security Agreement Supplement

Exhibit B	—	Form of Intellectual Property Security Agreement

Exhibit C	—	Form of Intellectual Property Security Agreement Supplement

FIRST LIEN SECURITY AGREEMENT

FIRST LIEN SECURITY AGREEMENT dated as of January 15, 2014 (as amended, amended and restated, supplemented, replaced, refinanced or otherwise modified from time to time, this “ Agreement ”) among WTG HOLDINGS III CORP., a Delaware corporation (the “ Borrower ”), the other Persons listed on the signature pages hereof and the Additional Grantors (as hereinafter defined) (the Borrower, the other Persons so listed and the Additional Grantors being, collectively, the “ Grantors ”), and CREDIT SUISSE AG, as collateral agent (in such capacity, together with any successor collateral agent, the “ Collateral Agent ”) for the ratable benefit of the Secured Parties.

PRELIMINARY STATEMENTS

(1) The Borrower has entered into a First Lien Credit Agreement dated of even date herewith (said Agreement, as it may hereafter be amended, amended and restated, supplemented, replaced, refinanced or otherwise modified from time to time (including any increases of the principal amount outstanding thereunder), being the “ Credit Agreement ”), with WTG Holdings II Corp., a Delaware corporation, each Lender from time to time party thereto, Credit Suisse AG, as Administrative Agent and as Collateral Agent, and the L/C Issuers referred to therein.

(2) Pursuant to the Credit Agreement, the Grantors are entering into this Agreement in order to grant to the Collateral Agent for the ratable benefit of the Secured Parties a security interest in the Collateral.

(3) It is a condition precedent to the making of Loans and the making of L/C Credit Extensions by the Lenders and the L/C Issuers under the Credit Agreement, the entry into Secured Hedge Agreements by the Hedge Banks from time to time and the entry into Secured Cash Management Agreements by the Cash Management Banks from time to time that the Grantors shall have granted the assignment and security interest and made the pledge and assignment contemplated by this Agreement.

(4) Each Grantor will derive substantial direct and indirect benefit from the transactions contemplated by the Loan Documents.

(5) Terms defined in the Credit Agreement and not otherwise defined in this Agreement are used in this Agreement as defined in the Credit Agreement. Further, unless otherwise defined in this Agreement or in the Credit Agreement, terms defined in Article 8 or 9 of the UCC (as defined below) are used in this Agreement as such terms are defined in such Article 8 or 9 (including As-Extracted Collateral, Accounts, Certificated Security, Chattel Paper, Commercial Tort Claims, Commodity Account, Commodity Contract, Deposit Accounts, Documents, Equipment, Farm Products, Financial Assets, Fixtures, General Intangibles, Goods, Health-Care Insurance Receivables, Instruments, Inventory, Investment Property, Letter-of-Credit Rights, Manufactured Homes, Proceeds, Securities Accounts, Securities Intermediary, Security, Security Entitlements and Supporting Obligations). “ UCC ” means the Uniform Commercial Code as defined in the Credit Agreement.

NOW, THEREFORE, in consideration of the premises and in order to induce the Lenders to make Loans and the L/C Issuers to make L/C Credit Extensions under the Credit Agreement, to induce the Hedge Banks to enter into Secured Hedge Agreements from time to time and to induce the Cash Management Banks to enter into Secured Cash Management Agreements from time to time, each Grantor hereby agrees with the Collateral Agent for the ratable benefit of the Secured Parties as follows:

Section 1. Grant of Security . Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in such Grantor’s right, title and interest in and to the following, other than Excluded Property (as hereinafter defined), in each case, as to each type of property described below, whether now owned or hereafter acquired or created by such Grantor, wherever located, and whether now or hereafter existing or arising (collectively, the “ Collateral ”):

(a) all Accounts;

(b) all cash and Cash Equivalents;

(d) all Commercial Tort Claims set forth on Schedule IV hereto or for which notice is provided pursuant to Section 5(b) below;

(e) all Deposit Accounts;

(f) all Documents;

(g) all Equipment;

(h) subject to Section 24 hereof, all Fixtures;

(i) all General Intangibles;

(j) all Goods;

(k) all Instruments;

(l) all Inventory;

(m) all Letter-of-Credit Rights;

(n) the following (the “ Security Collateral ”):

(i) all indebtedness evidenced by promissory notes or other instruments from time to time owed to such Grantor (including the Intercompany Note, the “ Pledged Debt ”), including, without limitation, the Pledged Debt described on Schedule II (as such Schedule II may be supplemented from time to time by supplements to this Agreement), and all interest, cash, instruments and

other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Debt;

(ii) all Equity Interests from time to time acquired, owned or held by such Grantor in any manner, including, without limitation, the Equity Interests of each Grantor set forth opposite such Grantor’s name on and otherwise described on Schedule II (as such Schedule II may be supplemented from time to time by supplements to this Agreement, such Equity Interests being the “ Pledged Equity ”), and the certificates, if any, representing such and any additional shares or units or other Equity Interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or other Equity Interests and all subscription warrants, rights or options issued thereon or with respect thereto; and

(iii) all Investment Property and all Financial Assets, and all dividends, distributions, return of capital, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange therefor and all subscription warrants, rights or options issued thereon or with respect thereto;

(o) all contracts and agreements between any Grantor and one or more additional parties (including, without limitation, any Swap Contracts, licensing agreements and any partnership agreements, joint venture agreements, limited liability company agreements) and the IP Agreements (as hereinafter defined), in each case as such agreements may be amended, amended and restated, supplemented or otherwise modified from time to time (collectively, the “ Assigned Agreements ”), including, without limitation, all rights of such Grantor to receive moneys due and to become due under or pursuant to the Assigned Agreements (all such Collateral being the “ Agreement Collateral ”);

(p) the following (collectively, the “ Intellectual Property Collateral ”):

(i) all patents, patent applications and utility models, all inventions and improvements claimed therein and the right to claim any inventions disclosed but unclaimed therein (“ Patents ”);

(ii) all trademarks, service marks, domain names, trade dress, logos, designs, slogans, trade names, business names, corporate names and other source identifiers, whether registered or unregistered, together, in each case, with the goodwill of the business connected with the use thereof and symbolized thereby (“ Trademarks ”);

(iii) all copyrights, including, without limitation, copyrights in Computer Software (as hereinafter defined), internet web sites and the content thereof, whether registered or unregistered (“ Copyrights ”);

(iv) all computer software, programs and databases (including, without limitation, source code, object code and all related applications and data files), firmware and documentation and materials relating thereto, together with any and all maintenance rights, service rights, programming rights, hosting rights, test rights, improvement rights, renewal rights and indemnification rights and any substitutions, replacements, improvements, error corrections, updates and new versions of any of the foregoing (“ Computer Software ”);

(v) all confidential and proprietary information (whether or not reduced to a writing or other tangible form), including, without limitation, know-how, trade secrets, manufacturing and production processes and techniques, inventions, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information (collectively, “ Trade Secrets ”), and all other intellectual, industrial and intangible property of any type, including, without limitation, industrial designs and mask works;

(vi) all registrations and applications for registration for any of the foregoing, including, without limitation, those registrations and applications for registration set forth in Schedule III hereto (as such Schedule III may be supplemented from time to time by supplements to this Agreement executed by such Grantor to the Collateral Agent from time to time), together with all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations thereof;

(vii) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto;

(viii) all agreements, permits, consents, orders and franchises relating to the license, development, use or disclosure of any of the foregoing to which such Grantor, now or hereafter, is a party or a beneficiary (“ IP Agreements ”); and

(ix) any and all claims for damages, other payments and/or injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages, payments or other relief;

(q) all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of such Grantor pertaining to any of the Collateral;

(r) all other tangible and intangible personal property of whatever nature whether or not covered by Article 9 of the UCC; and

(s) all Proceeds of, collateral for, income, royalties and other payments now or hereafter due and/or payable with respect to, and Supporting Obligations relating to, any and all of the Collateral, and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral;

provided that notwithstanding anything to the contrary contained in the foregoing clauses (a) through (s), the security interest in the Collateral created by this Agreement shall not extend to, and the terms “ Collateral ,” “ Pledged Equity ,” “ Security Collateral ,” “ Agreement Collateral ,” “ Intellectual Property Collateral ” and other terms defining the components of the Collateral in the foregoing clauses (a) through (s) shall not include, any of the following (collectively, the “ Excluded Property ”):

(i) any Equity Interests issued by an Unrestricted Subsidiary;

(ii) any Equity Interests in partnerships, Joint Ventures and Subsidiaries (other than Subsidiaries that are wholly owned by a Grantor) to the extent that the grant of a security interest therein would require the consent of any Person (other than a Grantor or any other Affiliate of the Borrower) who owns Equity Interests in such partnership, Joint Venture or Subsidiary which consent has not been obtained (in each case to the extent such consent requirement is not rendered unenforceable pursuant to applicable provisions of the UCC or other applicable law); provided that, except with respect to the Nalco JV, the Borrower has used commercially reasonable efforts (not involving expending money in excess of de minimis amounts) to obtain any such consent;

(iii) any Equity Interests in any Foreign Subsidiary or CFC Holdco acquired, owned or otherwise held by such Grantor which, when aggregated with all of the other Equity Interests in such Foreign Subsidiary or CFC Holdco pledged by such Grantor, would result in more than 65% of the Equity Interests in such Foreign Subsidiary or CFC Holdco entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Code) (the “ Voting Foreign Stock ”) being pledged to the Collateral Agent, on behalf of the Secured Parties under this Agreement; provided that all of the shares of stock or units or other Equity Interests in such Foreign Subsidiary not entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Code) shall be pledged by such Grantor;

(iv) any property subject to (x) a Capitalized Lease or purchase money security interest permitted under the Credit Agreement or (y) in the case of after-acquired property, pre-existing secured Indebtedness permitted under the Credit Agreement and not incurred in anticipation of such acquisition by the Borrower or applicable Grantor of such property, in each case to the extent a grant of a security interest therein would violate such Capitalized Lease, purchase money arrangement or secured Indebtedness or create a right of termination in favor of any other party thereto (other than any Grantor or an Affiliate of any Grantor);

(v) any lease, license or other agreement to the extent that the terms thereof prohibit the assignment of, or granting a security interest in, such lease, license or other agreement or the grant of a security interest therein would otherwise violate or invalidate such lease, license or agreement, or create a right of termination in favor of any other party thereto (other than any Grantor or any Subsidiary of any Grantor), in each case to the extent not rendered unenforceable pursuant to the applicable provisions of the UCC or other applicable law and so long as the applicable provision giving rise to such violation or invalidity or such right of termination was not incurred in anticipation of the entering into of the Credit Agreement, provided that (x) the Collateral includes Proceeds and receivables of any property excluded under this clause (v), the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition and (y) such excluded lease, license or other agreement shall otherwise be subject to the security interest created by this Agreement upon receiving any necessary approvals or waivers permitting the assignment thereof;

(vi) any other assets to the extent that a pledge thereof or a grant of a security interest therein would be prohibited by applicable law, rule or regulation or agreements with any Governmental Authority or would require governmental (including regulatory) consent, approval, license or authorization (after giving effect to the applicable anti-assignment provisions of the UCC) unless such consent, approval, license or authorization has been obtained or unless such prohibition or requirement is rendered unenforceable pursuant to applicable provisions of the UCC or other applicable law; provided that the Grantors shall have used commercially reasonable efforts (not involving expending money in excess of de minimis amounts) to obtain any such consent, approval, license or authorization;

(vii) any United States intent-to-use application for registration of a Trademark, prior to the filing and acceptance of a “Statement of Use” or an “Amendment to Allege Use” with respect thereto, solely to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use Trademark application or any registration that issues therefrom under applicable federal law;

(viii) those assets as to which the Collateral Agent and the Borrower reasonably agree that the cost of obtaining a security interest therein or perfection thereof are excessive in relation to the benefit to the Secured Parties of the security to be afforded thereby;

(ix) any asset to the extent a security interest in such asset would result in material adverse tax or regulatory consequences, in each case as reasonably determined by the Borrower in consultation with the Collateral Agent; or

(x) to the extent used exclusively to hold funds in trust for the benefit of third parties, (A) payroll, healthcare and other employee wage and benefit accounts, (B) tax accounts, including, without limitation, sales tax accounts, (C)

escrow, defeasance and redemption accounts and (D) fiduciary or trust accounts and, in the case of clauses (A) through (D), the funds or other property held in or maintained in any such account; and

provided , further , that notwithstanding anything to the contrary contained in the foregoing clauses (a) through (s) no Grantor shall be required to (u) enter into control agreements or otherwise perfect any security interest by “control” (other than as expressly set forth herein), (v) perfect security interest in motor vehicles or other assets covered by a certificate of title other than by the filing of UCC financing statements, (w) perfect security interests in Letter-of-Credit Rights or Commercial Tort Claims with a value less than $2,000,000 in the aggregate ( provided that, in the case of Letter-of-Credit Rights, the applicable Grantor shall only be required to use commercially reasonable efforts (not involving expending money in excess of de minimis amounts) to perfect such security interests), (x) obtain any landlord, warehouseman or bailee waivers or collateral access agreements, (y) take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or perfect any security interest in such assets or enter into any security agreements or pledge agreements governed by the laws of any such non-U.S. jurisdiction and (z) take such other actions with respect to the Collateral as to which the Collateral Agent and the Borrower reasonably agree that the cost of taking such actions are excessive in relation to the benefit to the Secured Parties of the security to be afforded thereby (collectively, the “ Perfection Exceptions ”).

Section 2. Security for First Lien Obligations . This Agreement secures the payment and performance of all First Lien Obligations of each Grantor now or hereafter existing under or in respect of the Loan Documents (as such Loan Documents may be amended, amended and restated, supplemented, replaced, refinanced, re-tranched, extended, increased or otherwise modified from time to time (including any extensions of maturity dates and increases of the principal amount outstanding thereunder)) or otherwise, including, without limitation, any extensions, increases, modifications, substitutions, amendments, refinancings, refundings, replacements or renewals of any or all of the foregoing First Lien Obligations (whether or not such action is committed, contemplated or provided for by the Loan Documents on the date hereof), whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, fees, premiums, penalties, indemnifications, contract causes of action, costs, expenses or otherwise (all such First Lien Obligations being the “ Secured Obligations ”).

Section 3. Grantors Remain Liable . Anything herein to the contrary notwithstanding, (a) each Grantor shall remain liable under the contracts and agreements included in such Grantor’s Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by the Collateral Agent of any of the rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral and (c) no Secured Party shall have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement or any other Loan Document, nor shall any Secured Party be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

Section 4. Delivery and Control of Security Collateral . (a) All certificates representing or evidencing the Pledged Equity and all instruments representing or evidencing the Pledged Debt in an aggregate principal amount in excess of $2,000,000 shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Agent. Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent shall have the right, at any time in its discretion and without notice to any Grantor, to (A) transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a) , (B) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (C) convert Security Collateral consisting of financial assets credited to any Securities Account to Security Collateral, consisting of financial assets held directly by the Collateral Agent, and to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral, consisting of financial assets credited to any Securities Account.

(b) Upon the occurrence and during the continuation of an Event of Default, promptly upon the request of the Collateral Agent, with respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree in an authenticated record such Grantor and the Collateral Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance satisfactory to the Collateral Agent. Upon the occurrence and during the continuation of an Event of Default, with respect to any Security Collateral in which any Grantor has any right, title or interest and that is not an uncertificated security, promptly upon the request of the Collateral Agent, such Grantor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder.

(c) Upon the occurrence and during the continuation of an Event of Default, promptly upon the request of the Collateral Agent, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.

Section 5. Maintaining Electronic Chattel Paper, Transferable Records and Giving Notice of Commercial Tort Claims . So long as any Loan or any other First Lien Obligation of any Loan Party under any Loan Document shall remain unpaid, any Letter of Credit shall be outstanding, any Secured Hedge Agreement or Secured Cash Management Agreement shall be in effect or any Lender shall have any Commitment:

(a) Upon the occurrence and during the continuation of an Event of Default, promptly upon the request of the Collateral Agent, each Grantor will maintain all (i) Electronic Chattel Paper so that the Collateral Agent has control of the Electronic Chattel Paper in the manner specified in Section 9-105 of the UCC and (ii) all transferable records so that the Collateral Agent has control of the transferable records in the manner

specified in Section 16 of the Uniform Electronic Transactions Act, as in effect in the jurisdiction governing such transferable record (“ UETA ” ); and

(b) Each Grantor will give prompt notice to the Collateral Agent of any Commercial Tort Claim in excess of $2,000,000 that may arise in the future and will promptly execute or otherwise authenticate a supplement to this Agreement, and otherwise take all necessary action, to subject such Commercial Tort Claim to the first priority security interest created under this Agreement.

Section 6. Representations and Warranties . Each Grantor represents and warrants as follows (it being understood that none of the foregoing applies to the Excluded Property):

(a) Such Grantor’s exact legal name, as defined in Section 9-503(a) of the UCC, is correctly set forth in Schedule I hereto (as such Schedule I may be supplemented from time to time by supplements to this Agreement). Such Grantor is located (within the meaning of Section 9-307 of the UCC) and has its chief executive office, in the state or jurisdiction set forth in Schedule I hereto. The information set forth in Schedule I hereto with respect to such Grantor is true and accurate in all material respects. Unless otherwise stated on Schedule I hereto, the Grantor is not a transmitting utility as defined in UCC § 9-102(a)(80).

(b) All of the Equipment and Inventory of such Grantor, in each case, with the value in excess of $1,500,000 are located at the places specified therefor in Schedule V hereto.

(c) Such Grantor is the legal and beneficial owner of the Collateral of such Grantor, free and clear of any Lien, claim, option or right of others, except for the security interest created under this Agreement, subject to Liens permitted under Section 7.01 of the Credit Agreement. No financing statement, mortgage or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Collateral Agent, for the benefit of the Secured Parties, pursuant to this Agreement or as permitted by Section 7.01 of the Credit Agreement.

(d) Schedule II hereto sets forth all of the Pledged Equity owned by any Grantor and Pledged Debt owned by any Grantor. The Pledged Equity pledged by such Grantor hereunder has been duly authorized and validly issued and is fully paid and non-assessable. The Grantor is not in default of its obligations under any Organization Document of any issuer of Pledged Equity.

(e) The Pledged Equity pledged by such Grantor constitutes the percentage of the issued and outstanding Equity Interests of the issuers thereof indicated on Schedule II hereto.

(f) All Pledged Equity consisting of certificated securities have been delivered to the Collateral Agent in accordance herewith.

(g) Upon the filing of appropriate financing statements and the recordation of the Intellectual Property Security Agreement with the U.S. Patent and Trademark Office and the U.S. Copyright Office, all actions necessary to perfect the security interest in the Collateral of such Grantor created under this Agreement with respect to which the Collateral Agent’s security interest may be perfected by filing financing statements in the applicable jurisdictions pursuant to the UCC or by filing an intellectual property security agreement with the U.S. Patent and Trademark Office and the U.S. Copyright Office shall have been duly made or taken and are in full force and effect, and this Agreement creates in favor of the Collateral Agent for the benefit of the Secured Parties a valid and, together with such filings and other actions, perfected first priority security interest in the Collateral of such Grantor (subject to the Perfection Exceptions and Liens permitted by Section 7.01 of the Credit Agreement), securing the payment and performance of the Secured Obligations. Without limiting the foregoing, each Grantor has taken all actions necessary or desirable, including without limitation those specified in Section 4 , to establish the Collateral Agent’s “control” (within the meaning of Sections 8-106 and 9-106 of the UCC) over any portion of the Collateral constituting Certificated Securities.

(h) Set forth on Schedule III is a complete and accurate list of all issued Patents and Patent applications, Trademarks registrations and applications therefor, Copyright registrations and applications therefor, and all IP Agreements granting such Grantor an exclusive right to use any registered Copyright.

(i) Except as could not reasonably be expected to have a Material Adverse Effect as to itself and its Intellectual Property Collateral, to the Grantor’s knowledge, the operation of such Grantor’s business as currently conducted and as contemplated to be conducted and the use of the Intellectual Property Collateral in connection therewith do not conflict with, infringe, misappropriate, dilute, misuse or otherwise violate the intellectual property rights of any third party.

(i) The Intellectual Property Collateral material to the business of such Grantor is subsisting and has not been adjudged invalid or unenforceable in whole or part, and to such Grantor’s knowledge, is valid and enforceable. Such Grantor is not aware of any uses of any such item of Intellectual Property Collateral that could be expected to lead to such item becoming invalid or unenforceable.

(ii) Such Grantor has made or performed all filings, recordings and other acts and has paid all required fees and taxes to maintain and protect its interest in each and every item of Intellectual Property Collateral in full force and effect throughout the world, and to protect and maintain its interest therein including, without limitation, recordations of any of its interests in the Patents and Trademarks with the U.S. Patent and Trademark Office and in corresponding national and international patent offices, and recordation of any of its interests in the Copyrights with the U.S. Copyright Office and in corresponding national and international copyright offices, except as could not reasonably be expected to have a Material Adverse Effect as to itself and its Intellectual Property Collateral.

(iii) To such Grantor’s knowledge, (A) none of the Trade Secrets material to the business of such Grantor has been used, divulged, disclosed or appropriated to the detriment of such Grantor for the benefit of any other Person other than such Grantor; (B) no employee, independent contractor or agent of such Grantor has misappropriated any trade secrets of any other Person in the course of the performance of his or her duties as an employee, independent contractor or agent of such Grantor; and (C) no employee, independent contractor or agent of such Grantor is in default or breach of any term of any employment agreement, non-disclosure agreement, assignment of inventions agreement or similar agreement or contract relating in any way to the protection, ownership, development, use or transfer of such Grantor’s Intellectual Property Collateral, except, in the case of clauses (B) and (C), as could not reasonably be expected to have a Material Adverse Effect as to itself and its Intellectual Property Collateral.

(iv) To such Grantor’s knowledge, no Grantor or Intellectual Property Collateral material to the business of such Grantor is subject to any outstanding consent, settlement, decree, order, injunction, judgment or ruling restricting the use of any Intellectual Property Collateral or that would impair the validity or enforceability of such Intellectual Property Collateral.

(j) No material portion of the Collateral constitutes, or is the Proceeds of, (i) Farm Products, (ii) As-Extracted Collateral, (iii) Manufactured Homes, (iv) Health-Care Insurance Receivables, (v) timber to be cut or (vi) aircraft engines, satellites, ships or railroad rolling stock.

Section 7. Further Assurances . (a) Each Grantor agrees that from time to time, at the expense of such Grantor, such Grantor will promptly execute and deliver, or otherwise authenticate, all further instruments and documents, and take all further action that may be reasonably necessary or that the Collateral Agent may reasonably request, in order to perfect and protect any pledge or security interest granted or purported to be granted by such Grantor hereunder or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral of such Grantor, subject to the Perfection Exceptions. Without limiting the generality of the foregoing, each Grantor will, upon the Collateral Agent’s reasonable request, promptly with respect to any Collateral of such Grantor: (i) if any of such Collateral shall be evidenced by a promissory note or other instrument or Chattel Paper, deliver and pledge to the Collateral Agent hereunder such note or instrument or Chattel Paper duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Collateral Agent; (ii) execute or authenticate and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be reasonably necessary or desirable, or as the Collateral Agent may reasonably request, in order to perfect and preserve the security interest granted or purported to be granted by such Grantor hereunder; (iii) if any Letter-of-Credit Rights with a value in excess of $2,000,000 are acquired, use commercially reasonable efforts (not involving expending money in excess of de minimus amounts) to ensure that the Collateral Agent has control of such Letter-of-Credit Rights as provided in Section 9-107 of the UCC; and (iv) deliver to the Collateral Agent evidence that all other action (subject, with respect to the Collateral only, to the Perfection Exceptions) that the Collateral Agent may deem reasonably

necessary or desirable in order to perfect and protect the security interest created by such Grantor under this Agreement has been taken.

(b) Each Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, including, without limitation, one or more financing statements indicating that such financing statements cover all assets or all personal property (or words of similar effect) of such Grantor without the signature of such Grantor, and regardless of whether any particular asset described in such financing statements falls within the scope of the UCC or the granting clause of this Agreement. A photocopy or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. Each Grantor ratifies its authorization for the Collateral Agent to have filed such financing statements, continuation statements or amendments filed prior to the date hereof.

Section 8. As to Equipment and Inventory . Each Grantor will cause the Equipment of such Grantor to be maintained and preserved in the same condition, repair and working order as required under the Credit Agreement. Each Grantor will promptly furnish to the Collateral Agent a statement respecting any loss or damage exceeding $1,000,000 to any of the Equipment or Inventory of such Grantor. No Grantor shall keep any Equipment or Inventory (other than Equipment or Inventory in transit or out for repair) with a value in excess of $1,500,000 at a location other than those listed on Schedule V hereto without giving 30 days’ subsequent written notice to the Collateral Agent of such new location.

Section 9. Post-Closing Changes; Collections on Assigned Agreements and Accounts . (a) No Grantor will change its name, type of organization, jurisdiction of organization, organizational identification number or location from those set forth in Section 6(a) of this Agreement without first giving (x) in the case of the changes in the jurisdiction of organization, not less than ten (10) days’ (or such lesser period of time as the Collateral Agent may agree) prior written notice to the Collateral Agent and (y) in the case of all other changes, no more than five (5) days’ (or such greater period of time as the Collateral Agent may agree) subsequent written notice to the Collateral Agent, and taking all action required by the Collateral Agent for the purpose of perfecting or protecting the security interest granted by this Agreement.

payment thereof, in the same manner and to the same extent as such Grantor might have done, and to otherwise exercise all rights with respect to such Accounts, including, without limitation, those set forth set forth in Section 9-607 of the UCC. After receipt by any Grantor of the notice from the Collateral Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation, instruments) received by such Grantor in respect of the Accounts, of such Grantor shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of such Grantor and shall be either (A) released to such Grantor to the extent permitted under the terms of the Credit Agreement so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default under Section 8.01(f) or 8.01(g) of the Credit Agreement or any other Event of Default which has resulted in the Collateral Agent exercising any of its rights under Section 8.02 of the Credit Agreement (collectively, an “ Actionable Default ”) shall have occurred and be continuing, applied as provided in Section 8.04 of the Credit Agreement and (ii) such Grantor will not adjust, settle or compromise the amount or payment of any Account, release wholly or partly any Obligor thereof, or allow any credit or discount thereon. No Grantor will permit or consent to the subordination of its right to payment under any of the Accounts to any other indebtedness or obligations of the Obligor thereof.

Section 10. As to Intellectual Property Collateral . (a) With respect to each item of its Intellectual Property Collateral, each Grantor agrees to take, at its expense, all commercially reasonable steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patent, Trademark, and Copyright registration and application for registration, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings, except to the extent such Grantor determines in its reasonable business judgment that (x) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business of any Grantor.

(b) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any application or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark or Copyright

material to the business of such Grantor, its right to register the same, or to keep and maintain the same, except with respect to any Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c) .

(c) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) such actions (including permitting the actions of others) and omissions could not reasonably be expected to materially and adversely affect the business of any Grantor, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain.

(d) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Grantor shall take all commercially reasonable steps to preserve each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality.

(e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral.

(f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreements, in substantially the form set forth in Exhibit B hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “ Intellectual Property Security Agreement ”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral.

respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “ After-Acquired Intellectual Property ”) (x) the provisions of this Agreement shall automatically apply thereto, and (y) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, execute and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “ Intellectual Property Security Agreement Supplement ”) covering such After-Acquired Intellectual Property which Intellectual Property Security Agreement Supplement(s) shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.

Section 11. Voting Rights; Dividends; Etc . (a) So long as no Event of Default shall have occurred and be continuing:

(i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of such Grantor or any part thereof for any purpose other than originate Entitlement Orders with respect to any Securities Account or Commodity Account; provided , however , that such Grantor will not exercise or refrain from exercising any such right if such action would have a material adverse effect on the value of the Security Collateral or any part thereof.

(ii) Each Grantor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Security Collateral of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Loan Documents; provided , however , that any and all

(A) dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral,

(B) dividends and other distributions paid or payable in cash in respect of any Security Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus and

(C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Security Collateral

shall be, and shall be forthwith delivered to the Collateral Agent to hold as, Security Collateral and shall, if received by such Grantor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent as Security Collateral in the same form as so received (with any necessary indorsement).

(iii) The Collateral Agent will execute and deliver (or cause to be executed and delivered) to each Grantor, at such Grantor’s sole cost and expense, all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above.

(b) Upon the occurrence and during the continuation of an Event of Default:

(i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 11(a)(i) shall, upon notice to such Grantor by the Collateral Agent, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 11(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right, without notice to any Grantor, to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, interest and other distributions.

(ii) All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 11(b) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent as Security Collateral in the same form as so received (with any necessary indorsement).

Section 12. Transfers and Other Liens; Additional Shares . (a) Each Grantor agrees that it will not (i) sell, assign or otherwise dispose of, or grant any option with respect to, any of the Collateral, other than sales, assignments and other dispositions of Collateral and options relating to Collateral permitted under and in accordance with the terms of the Credit Agreement, or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral of such Grantor except for the pledge, assignment and security interest created under this Agreement and Liens permitted under the Credit Agreement.

(b) Each Grantor agrees that it will (i) cause each issuer of the Pledged Equity pledged by such Grantor not to issue any Equity Interests or other securities in addition to or in substitution for the Pledged Equity issued by such issuer, except to such Grantor and (ii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof,

any and all additional Equity Interests or other securities (subject to clause (iii) of the proviso in Section 1 with respect to Voting Foreign Stock).

(c) Each Grantor agrees that it will promptly, after acquisition thereof after the date hereof, deliver and pledge to the Collateral Agent, for the ratable benefit of the Secured Parties, certificates representing Security Collateral that constitutes certificated securities, accompanied by undated stock or bond powers executed in blank.

Section 13. Collateral Agent Appointed Attorney-in-Fact . Each Grantor hereby irrevocably appoints, which appointment is coupled with an interest, the Collateral Agent as such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time, upon the occurrence and during the continuation of an Event of Default, in the Collateral Agent’s discretion, to take any action and to execute any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

(a) to obtain and adjust insurance required to be paid to the Collateral Agent;

(b) to ask for, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;

(c) to receive, indorse and collect any drafts or other instruments, documents and Chattel Paper, in connection with clauses (a) or (b) above; and

(d) to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce compliance with the terms and conditions of any Assigned Agreement or the rights of the Collateral Agent with respect to any of the Collateral.

Section 14. Collateral Agent May Perform . If any Grantor fails to perform any agreement contained herein, the Collateral Agent may, but without any obligation to do so and without notice, itself perform, or cause performance of, such agreement, and the expenses of the Collateral Agent incurred in connection therewith shall be payable by such Grantor under Section 18 .

Section 15. The Collateral Agent’s Duties . (a) The powers conferred on the Collateral Agent hereunder are solely to protect the Secured Parties’ interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property.

(b) The Collateral Agent may perform any and all of its duties and exercise its rights and powers under this Agreement or under any other Loan Document by or through any one or more sub-agents appointed by the Collateral Agent. The Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. All of the rights, benefits, and privileges (including the exculpatory and indemnification provisions) of this Agreement shall apply to any such sub-agent and to any of the Affiliates of the Collateral Agent and any such sub-agents, and shall apply to their respective activities as if such sub-agent and Affiliates were named herein in connection with the transactions contemplated hereby and by the Loan Documents. Notwithstanding anything herein to the contrary, each sub-agent appointed by the Collateral Agent or Affiliate of the Collateral Agent or Affiliate of any such sub-agent shall be a third party beneficiary under this Agreement with respect to all such rights, benefits and privileges (including exculpatory rights and rights to indemnification) and shall have all of the rights and benefits of a third party beneficiary, including an independent right of action to enforce such rights, benefits and privileges (including exculpatory rights and rights to indemnification) directly, without the consent or joinder of any other Person, against any or all of the Loan Parties and the Secured Parties, and such rights, benefits and privileges (including exculpatory rights and rights to indemnification) shall not be modified or amended without the consent of such sub-agent or Affiliate acting in such capacity.

Section 16. Remedies . If any Actionable Default shall have occurred and be continuing:

(a) The Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the UCC (whether or not the UCC applies to the affected Collateral) and also may: (i) require each Grantor to, and each Grantor hereby agrees that it will at its expense and upon request of the Collateral Agent forthwith, assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place and time to be designated by the Collateral Agent that is reasonably convenient to both parties; (ii) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent may deem commercially reasonable; (iii) occupy any premises owned or to the extent lawful and permitted leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation; (iv) store, repair or recondition any Collateral or otherwise prepare any Collateral for disposal in the manner and to the extent that the Collateral Agent deems appropriate; and (v) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral, including, without limitation, (A) any and all rights of such Grantor to demand or otherwise require payment of any amount under, or performance of any provision of, the Assigned Agreements, the Accounts and the other Collateral and (B) exercise all other rights and remedies with respect to the Assigned Agreements, the Accounts and the other Collateral, including,

without limitation, those set forth in Section 9-607 of the UCC. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

(b) Each Secured Party shall have the right upon any such public sale or sales, and to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor. For purposes of bidding and making settlement or payment of the purchase price for all or a portion of the Collateral sold at any such sale made in accordance with the UCC, the Collateral Agent shall be entitled to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent may sell the Collateral without giving any warranties as to such Collateral. The Collateral Agent shall have no obligation to marshal any of the Collateral.

(c) All payments received by any Grantor under or in connection with any Assigned Agreement or otherwise in respect of the Collateral shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary indorsement).

(d) The Collateral Agent may, without notice to any Grantor except as required by law at any time and from time to time, charge, set-off and otherwise apply all or any part of the Secured Obligations against any funds held by it or by any other Secured Party.

(e) If the Collateral Agent shall determine to exercise its right to sell all or any of the Security Collateral of any Grantor pursuant to this Section 16 , each Grantor agrees that, upon request of the Collateral Agent, such Grantor will, at its own expense, do or cause to be done all such other acts and things as may be necessary to make such sale of such Security Collateral or any part thereof valid and binding and in compliance with applicable law.

(f) The Collateral Agent is authorized, in connection with any sale of the Security Collateral pursuant to this Section 16 , to deliver or otherwise disclose to any prospective purchaser of the Security Collateral: (i) any registration statement or prospectus, and all supplements and amendments thereto; (ii) any information and

projections; and (iii) any other information in its possession relating to such Security Collateral.

(g) Each of the Grantors recognizes that the Collateral Agent may be unable to effect a public sale of any or all of the Pledged Equity by reason of certain prohibitions contained in the Securities Act of 1933, as amended and rules and regulations promulgated thereunder (collectively, the “ Securities Act ”) and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each of the Grantors acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Equity for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such issuer would agree to do so.

(h) Each Grantor acknowledges the impossibility of ascertaining the amount of damages that would be suffered by the Secured Parties by reason of the failure by such Grantor to perform any of the covenants contained in Section 4 above and, consequently, agrees that, if such Grantor shall fail to perform any of such covenants, it will pay, as liquidated damages and not as a penalty, an amount equal to the value of the Security Collateral on the date the Collateral Agent shall demand compliance with subsection (e) above.

(i) Except as expressly provided elsewhere in this Agreement, all Proceeds received by the Collateral Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral shall be applied in full or in part by the Collateral Agent against, the Secured Obligations in the order of priority set forth in Section 8.04 of the Credit Agreement.

Section 17. Grant of Intellectual Property License . For the purpose of enabling the Collateral Agent to exercise the rights and remedies under Section 16 at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral Agent, for the benefit of the Collateral Agent and the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to, upon the occurrence and during the continuation of an Actionable Default, use, license or sublicense any Intellectual Property rights now owned or hereafter acquired or created by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Agent may, upon the occurrence and during the continuation of an Actionable Default, sell any of such Grantor’s Inventory directly to any Person, including, without limitation, Persons who have previously purchased such Grantor’s Inventory from any Grantor and in connection with any such sale or other enforcement of the

Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to any Grantor and any Inventory that is covered by any Copyright owned by or licensed to any Grantor and the Collateral Agent may finish any work in process and affix any Trademark owned by or licensed to any Grantor and sell such Inventory as provided herein, subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks.

Section 18. Indemnity and Expenses . (a) Each Grantor agrees to indemnify, defend and save and hold harmless each Secured Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “ Indemnified Party ”) from and against, and shall pay on demand, any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except to the extent such claim, damage, loss, liability or expense (x) arises from a dispute that does not involve any action or omission of such Grantor or any of its Affiliates and is solely among the Indemnified Parties (other than in connection with such parties acting in its capacity as the Collateral Agent) or (y) is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct by the Secured Party.

(b) Each Grantor will upon demand pay to the Collateral Agent the amount of any and all reasonable expenses, including, without limitation, the reasonable fees and expenses of its counsel ( provided that fees and expenses of counsel shall be limited to one counsel, plus one local counsel in any relevant jurisdiction) and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or the other Secured Parties hereunder or (iv) the failure by such Grantor to perform or observe any of the provisions hereof.

Section 19. Amendments; Waivers; Additional Grantors; Etc . (a) No amendment or waiver of any provision of this Agreement, and no consent to any departure by any Grantor herefrom, shall in any event be effective unless the same shall be in writing and signed by the Collateral Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure on the part of the Collateral Agent or any other Secured Party to exercise, and no delay in exercising any right hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.

Loan Documents to “Collateral” shall also mean and be a reference to the Collateral of such Additional Grantor, and (ii) the supplemental schedules I through V attached to each Security Agreement Supplement shall be incorporated into and become a part of and supplement Schedules I through V, respectively, hereto, and the Collateral Agent may attach such supplemental schedules to such Schedules; and each reference to such Schedules shall mean and be a reference to such Schedules as supplemented pursuant to each Security Agreement Supplement.

Section 20. Notices, Etc . All notices and other communications provided for hereunder shall be in writing (including telegraphic, telecopy or telex communication or facsimile transmission) and mailed, telegraphed, telecopied, telexed, faxed or delivered to it, if to any Grantor, addressed to it in care of the Borrower at the Borrower’s address specified in Section 10.02 of the Credit Agreement, if to the Collateral Agent, at its address specified in Section 10.02 of the Credit Agreement. All such notices and other communications shall be deemed to be given or made at such time as shall be set forth in Section 10.02 of the Credit Agreement. Delivery by telecopier of an executed counterpart of any amendment or waiver of any provision of this Agreement or of any Security Agreement Supplement or Schedule hereto shall be effective as delivery of an original executed counterpart thereof.

Section 21. Continuing Security Interest; Assignments under the Credit Agreement . This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent obligations not yet accrued and payable), (ii) the Latest Maturity Date of all Loans and Commitments and (iii) the termination or expiration of all Letters of Credit, all Secured Hedge Agreements and all Secured Cash Management Agreements (other than Letters of Credit, Secured Hedge Agreements or Secured Cash Management Agreements as to which other arrangements satisfactory to the Collateral Agent and the applicable L/C Issuer, Hedge Bank or Cash Management Bank, as the case may be, have been made), (b) be binding upon each Grantor and their successors and assigns and (c) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Secured Parties and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes, if any, held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as provided in Section 10.07 of the Credit Agreement.

Section 22. Release; Termination . (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor permitted by, and in accordance with, the terms of the Loan Documents, the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor, such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however , that such Grantor shall have delivered to the Collateral Agent a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral

Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Collateral Agent may request.

(b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent obligations not yet accrued and payable), (ii) the Latest Maturity Date of all Loans and Commitments and (iii) the termination or expiration of all Letters of Credit, all Secured Hedge Agreements and all Secured Cash Management Agreements (other than Letters of Credit, Secured Hedge Agreements or Secured Cash Management Agreements as to which other arrangements satisfactory to the Collateral Agent and the applicable L/C Issuer, Hedge Bank or Cash Management Bank, as the case may be, have been made), the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor, such documents as such Grantor shall reasonably request to evidence such termination.

Section 23. Execution in Counterparts . This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of an original executed counterpart of this Agreement.

Section 24. The Mortgages . In the event that any of the Collateral hereunder is also subject to a valid and enforceable Lien under the terms of any Mortgage and the terms of such Mortgage are inconsistent with the terms of this Agreement, then with respect to such Collateral, the terms of such Mortgage shall be controlling in the case of fixtures and real estate leases, letting and licenses of, and contracts and agreements relating to the lease of, real property, and the terms of this Agreement shall be controlling in the case of all other Collateral.

Section 25. Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

Section 26. Intercreditor Agreement . Notwithstanding any provision contained herein, (i) this Agreement, the Liens created hereby and the rights, remedies, duties and obligations provided for herein are subject to the Intercreditor Agreement and (ii) in the event of a conflict, the provisions of the Intercreditor Agreement shall control.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, each Grantor has caused this Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

Grantors:	WTG HOLDINGS III CORP.


	By:
		Name:
		Title:


	WTG HOLDINGS II CORP.


	By:
		Name:
		Title:


	SIEMENS TREATED WATER OUTSOURCING
	CORP.


	By:
		Name:
		Title:


	SIEMENS WATER TECHNOLOGIES LLC


	By:
		Name:
		Title:

[First Lien Security Agreement]

Collateral Agent:	CREDIT SUISSE AG, CAYMAN ISLANDS
	BRANCH, as Collateral Agent


	By:
		Name:
		Title:


	By:
		Name:
		Title:

[First Lien Security Agreement]

Exhibit A to the

First Lien Security Agreement

FORM OF SECURITY AGREEMENT SUPPLEMENT

[Date of Security Agreement Supplement]

Credit Suisse AG,

as the Collateral Agent for the

Secured Parties referred to in the

Credit Agreement referred to below

Attn:

WTG HOLDINGS III CORP.

Ladies and Gentlemen:

Reference is made to (i) the First Lien Credit Agreement dated as of January 15, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among WTG Holdings III Corp., a Delaware corporation, as the Borrower, WTG Holdings III Corp., a Delaware corporation, each Lender from time to time party thereto, Credit Suisse AG, as Administrative Agent and as Collateral Agent (together with any successor Collateral Agent, the “ Collateral Agent ”), and the L/C Issuers referred to therein, and (ii) the First Lien Security Agreement dated as of January 15, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ Security Agreement ”) among the Grantors from time to time party thereto and the Collateral Agent for the ratable benefit of the Secured Parties. Terms defined in the Credit Agreement or the Security Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement or the Security Agreement.

SECTION 1. Grant of Security . The undersigned hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in, all of its right, title and interest in and to all of the Collateral of the undersigned, whether now owned or hereafter acquired or created by the undersigned, wherever located and whether now or hereafter existing or arising, including, without limitation, the property and assets of the undersigned set forth on the attached supplemental schedules to the Schedules to the Security Agreement.

SECTION 2. Security for First Lien Obligations . The grant of a security interest in the Collateral by the undersigned under this Security Agreement Supplement and the Security Agreement secures the payment of all First Lien Obligations of the undersigned now or hereafter existing under or in respect of the Loan Documents (as such Loan Documents may be amended, amended and restated, supplemented, replaced, refinanced, re-tranched, extended, increased or otherwise modified from time to time (including any extensions of maturity dates and increases of the principal amount outstanding thereunder)) or otherwise, including, without limitation, any extensions, increases, modifications, substitutions, amendments, refinancings, refundings,

replacements or renewals of any or all of the foregoing First Lien Obligations (whether or not such action is committed, contemplated or provided for by the Loan Documents on the date hereof), whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, fees, premiums, penalties, indemnifications, contract causes of action, costs, expenses or otherwise.

SECTION 3. Supplements to Security Agreement Schedules . The undersigned has attached hereto supplemental Schedules I through V to Schedules I through V, respectively, to the Security Agreement, and the undersigned hereby certifies, as of the date first above written, that such supplemental schedules have been prepared by the undersigned in substantially the form of the equivalent Schedules to the Security Agreement and are complete and correct in all material respects.

SECTION 4. Representations and Warranties . The undersigned hereby makes each representation and warranty set forth in Section 6 of the Security Agreement applicable to the undersigned (as supplemented by the attached supplemental schedules) as of the date hereof.

SECTION 5. First Lien Obligations Under the Security Agreement . The undersigned hereby agrees, as of the date first above written, to be bound as a Grantor by all of the terms and provisions of the Security Agreement to the same extent as each of the other Grantors. The undersigned further agrees, as of the date first above written, that each reference in the Security Agreement to an “Additional Grantor” or a “Grantor” shall also mean and be a reference to the undersigned.

SECTION 6. Governing Law . This Security Agreement Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.

	Very truly yours,


	[NAME OF ADDITIONAL GRANTOR]


	By
		Name:
		Title:


	Address for notices:

Acknowledged and accepted as of the date first above written:

	CREDIT SUISSE AG, CAYMAN ISLANDS
	BRANCH, as Collateral Agent


	By
		Name:
		Title:


	By
		Name:
		Title:

Exhibit B to the

First Lien Security Agreement

FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT

This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “ IP Security Agreement ”) dated as of [ · ], is among the Persons listed on the signature pages hereof (collectively, the “ Grantors ”) and Credit Suisse AG, as collateral agent (the “ Collateral Agent ”) for the ratable benefit of the Secured Parties (as defined in the Credit Agreement referred to below).

WHEREAS, WTG Holdings III Corp., a Delaware corporation, has entered into a First Lien Credit Agreement dated as of January 14, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ” ) , with WTG Holdings II Corp., a Delaware corporation, each Lender from time to time party thereto, Credit Suisse AG, as Administrative Agent and as Collateral Agent, and the L/C Issuers referred to therein. Terms defined in the Credit Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement.

WHEREAS, as a condition precedent to the making of the Loans and the making of L/C Credit Extensions by the Lenders and the L/C Issuers under the Credit Agreement, the entry into Secured Hedge Agreements by the Hedge Banks from time to time and the entry into Secured Cash Management Agreements by the Cash Management Banks from time to time, each Grantor has executed and delivered that certain First Lien Security Agreement dated as of January 15, 2014 among the Grantors from time to time party thereto and the Collateral Agent (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ Security Agreement ”) .

WHEREAS, under the terms of the Security Agreement, the Grantors have granted to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in, among other property, certain intellectual property of the Grantors, and have agreed as a condition thereof to execute this IP Security Agreement for recording with the U.S. Patent and Trademark Office, the United States Copyright Office and any other appropriate governmental authorities.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor agrees as follows:

SECTION 1. Grant of Security . Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s right, title and interest in and to the following (the “ Collateral ”) :

(i) the patents and patent applications set forth in Schedule A hereto;

(ii) the trademark and service mark registrations and applications set forth in Schedule B hereto ( provided that no security interest shall be granted in

United States intent-to-use Trademark applications, prior to the filing and acceptance of a “Statement of Use” or an “Amendment to Allege Use” with respect thereto, solely to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use Trademark applications or any registrations that issue therefrom under applicable federal law), together with the goodwill of the business connected with the use thereof and symbolized thereby;

(iii) the copyright registrations set forth in Schedule C hereto;

(iv) the agreements granting any exclusive right to the Grantor in or to any registered copyright set forth in Schedule D hereto;

(v) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto;

(vi) any and all claims for damages, other payments and/or injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages, payments or other relief; and

(vii) any and all Proceeds of, collateral for, income, royalties and other payments now or hereafter due and/or payable with respect to, and supporting obligations relating to, any and all of the foregoing or arising from any of the foregoing

provided that, notwithstanding anything to the contrary contained in the foregoing clauses (i) through (vi), the security interest created hereby shall not extend to, and the term “Collateral” shall not include, any lease, license or other agreement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement, or create a right of termination in favor of any other party thereto (other than any Grantor or any Subsidiary of any Grantor), in each case to the extent not rendered unenforceable pursuant to the applicable provisions of the UCC or other applicable law and so long as the applicable provision giving rise to such violation or invalidity or such right of termination was not incurred in anticipation of the entering into of the Credit Agreement, provided , further , that (x) the Collateral includes Proceeds and receivables of any property excluded under this provision, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition and (y) such excluded lease, license or other agreement shall otherwise be subject to the security interest created by the Security Agreement upon receiving any necessary approvals or waivers permitting the assignment thereof.

SECTION 2. Security for First Lien Obligations . The grant of a security interest in the Collateral by each Grantor under this IP Security Agreement secures the payment and

performance of all First Lien Obligations of such Grantor now or hereafter existing under or in respect of the Loan Documents (as such Loan Documents may be amended, amended and restated, supplemented, replaced, refinanced, re-tranched, extended, increased or otherwise modified from time to time (including any extensions of maturity dates and increases of the principal amount outstanding thereunder)) or otherwise, including, without limitation, any extensions, increases, modifications, substitutions, amendments, refinancings, refundings, replacements or renewals of any or all of the foregoing First Lien Obligations (whether or not such action is committed, contemplated or provided for by the Loan Documents on the date hereof), whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, fees, premiums, penalties, indemnifications, contract causes of action, costs, expenses or otherwise.

SECTION 3. Recordation . Each Grantor authorizes and requests that the Register of Copyrights, the Commissioner for Patents and the Commissioner for Trademarks and any other applicable government officer record this IP Security Agreement.

SECTION 4. Grants, Rights and Remedies . This IP Security Agreement has been entered into in conjunction with the provisions of the Security Agreement. Each Grantor does hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights and remedies of, the Collateral Agent with respect to the Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein. In the event that any provision of this IP Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control.

SECTION 5. Execution in Counterparts . This IP Security Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

SECTION 6. Notices, Etc . All notices and other communications provided for hereunder shall be in writing (including telegraphic, telecopy or telex communication or facsimile transmission) and mailed, telegraphed, telecopied, telexed, faxed or delivered, if to any Grantor, addressed to it in care of the Borrower at the Borrower’s address specified in Section 10.02 of the Credit Agreement, or if to the Collateral Agent, to its address specified in Section 10.02 of the Credit Agreement. All such notices and other communications shall be deemed to be given or made at such time as shall be set forth in Section 10.02 of the Credit Agreement. Delivery by telecopier of an executed counterpart of any amendment or waiver of any provision of this IP Security Agreement or Schedule hereto shall be effective as delivery of an original executed counterpart thereof.

SECTION 7. Governing Law . This IP Security Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, each Grantor has caused this IP Security Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

Grantors:	WTG HOLDINGS III CORP.


	By:
		Name:
		Title:


	WTG HOLDINGS II CORP.


	By:
		Name:
		Title:


	SIEMENS TREATED WATER OUTSOURCING
	CORP.


	By:
		Name:
		Title:


	SIEMENS WATER TECHNOLOGIES LLC


	By:
		Name:
		Title:

Collateral Agent:	CREDIT SUISSE AG, CAYMAN ISLANDS
	BRANCH, as Collateral Agent


	By:
		Name:
		Title:


	By:
		Name:
		Title:

Exhibit C to the

First Lien Security Agreement

FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT

This INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT (this “ IP Security Agreement Supplement ”) dated as of [ · ], is among the Person listed on the signature page hereof (the “ Grantor ”) and Credit Suisse AG, as collateral agent (the “ Collateral Agent ”) for the ratable benefit of the Secured Parties (as defined in the Credit Agreement referred to below).

WHEREAS, WTG Holdings III Corp., a Delaware corporation, has entered into a First Lien Credit Agreement dated as of January 15, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”) , with WTG Holdings II Corp., a Delaware corporation, each Lender from time to time party thereto, Credit Suisse AG, as Administrative Agent and as Collateral Agent, and the L/C Issuers referred to therein. Terms defined in the Credit Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement.

WHEREAS, pursuant to the Credit Agreement, the Grantor and certain other Persons have executed and delivered that certain First Lien Security Agreement dated as of January 15, 2014 among the Grantor, such other Persons and the Collateral Agent (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ Security Agreement ”) and that certain Intellectual Property Security Agreement dated as of January 15, 2014 among the Persons listed on the signature pages thereof as Grantors and the Collateral Agent.

WHEREAS, under the terms of the Security Agreement, the Grantor has agreed to grant to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in any after-acquired intellectual property collateral of the Grantor and has agreed in connection therewith to execute this IP Security Agreement Supplement for recording with the U.S. Patent and Trademark Office, the United States Copyright Office and other governmental authorities.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor agrees as follows:

SECTION 1. Grant of Security . The Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the Grantor’s right, title and interest in and to the following (the “ Additional Collateral ”) :

(i) the patents and patent applications set forth in Schedule A hereto;

(ii) the trademark and service mark registrations and applications set forth in Schedule B hereto ( provided that no security interest shall be granted in United States intent-to-use Trademark applications, prior to the filing and acceptance of a “Statement of Use” or an “Amendment to Allege Use” with respect thereto, solely to the extent that, and solely during the period in which, the

grant of a security interest therein would impair the validity or enforceability of such intent-to-use Trademark applications or any registrations that issue therefrom under applicable federal law), together with the goodwill of the business connected with the use thereof and symbolized thereby;

(iii) the copyright registrations set forth in Schedule C hereto;

(iv) the agreements granting any exclusive right to the Grantor in or to any registered copyright set forth in Schedule D hereto;

(vii) any and all Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and supporting obligations relating to, any and/or all of the foregoing or arising from any of the foregoing.

provided that notwithstanding anything to the contrary contained in the foregoing clauses (i) through (vi), the security interest created hereby shall not extend to, and the term “Additional Collateral” shall not include, any lease, license or other agreement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement, or create a right of termination in favor of any other party thereto (other than any Grantor or any Subsidiary of any Grantor), in each case to the extent not rendered unenforceable pursuant to the applicable provisions of the UCC or other applicable law and so long as the applicable provision giving rise to such violation or invalidity or such right of termination was not incurred in anticipation of the entering into of the Credit Agreement, provided , further , that (x) the Collateral includes Proceeds and receivables of any property excluded under this provision, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition and (y) such excluded lease, license or other agreement shall otherwise be subject to the security interest created by the Security Agreement upon receiving any necessary approvals or waivers permitting the assignment thereof.

SECTION 2. Supplement to Security Agreement . Schedule III to the Security Agreement is, effective as of the date hereof, hereby supplemented to add to such Schedule the Additional Collateral.

SECTION 3. Security for First Lien Obligations . The grant of a security interest in the Additional Collateral by the Grantor under this IP Security Agreement Supplement secures

the payment and performance of all First Lien Obligations of the Grantor now or hereafter existing under or in respect of the Loan Documents (as such Loan Documents may be amended, amended and restated, supplemented, replaced, refinanced, re-tranched, extended, increased or otherwise modified from time to time (including any extensions of maturity dates and increases of the principal amount outstanding thereunder)) or otherwise, including, without limitation, any extensions, increases, modifications, substitutions, amendments, refinancings, refundings, replacements or renewals of any or all of the foregoing First Lien Obligations (whether or not such action is committed, contemplated or provided for by the Loan Documents on the date hereof), whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, fees, premiums, penalties, indemnifications, contract causes of action, costs, expenses or otherwise.

SECTION 4. Recordation . The Grantor authorizes and requests that the Register of Copyrights, the Commissioner for Patents and the Commissioner for Trademarks and any other applicable government officer to record this IP Security Agreement Supplement.

SECTION 5. Grants, Rights and Remedies . This IP Security Agreement Supplement has been entered into in conjunction with the provisions of the Security Agreement. The Grantor does hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights and remedies of, the Collateral Agent with respect to the Additional Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein. In the event that any provision of this IP Security Agreement Supplement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control.

SECTION 6. Execution in Counterparts . This IP Security Agreement Supplement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

SECTION 7. Notices, Etc . All notices and other communications provided for hereunder shall be in writing (including telegraphic, telecopy or telex communication or facsimile transmission) and mailed, telegraphed, telecopied, telexed, faxed or delivered, if to any Grantor, addressed to it in care of the Borrower at the Borrower’s address specified in Section 10.02 of the Credit Agreement, or if to the Collateral Agent, to its address specified in Section 10.02 of the Credit Agreement. All such notices and other communications shall be deemed to be given or made at such time as shall be set forth in Section 10.02 of the Credit Agreement. Delivery by telecopier of an executed counterpart of any amendment or waiver of any provision of this IP Security Agreement Supplement or Schedule hereto shall be effective as delivery of an original executed counterpart thereof.

SECTION 8. Governing Law . This IP Security Agreement Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Grantor has caused this IP Security Agreement Supplement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

	[NAME OF GRANTOR]


	By
		Name:
		Title:


	Address for Notices:

EXHIBIT H

FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT

See attached.

INTELLECTUAL PROPERTY SECURITY AGREEMENT

This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “ IP Security Agreement ”) dated as of January 15, 2014, is among the Persons listed on the signature pages hereof (collectively, the “ Grantors ”) and Credit Suisse AG, as collateral agent (the “ Collateral Agent ”) for the ratable benefit of the Secured Parties (as defined in the Credit Agreement referred to below).

WHEREAS, WTG Holdings III Corp., a Delaware corporation, has entered into a First Lien Credit Agreement dated as of January 15, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), with WTG Holdings II Corp., a Delaware corporation, each Lender from time to time party thereto, Credit Suisse AG, as Administrative Agent and as Collateral Agent, and the L/C Issuers referred to therein. Terms defined in the Credit Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor agrees as follows:

(i) the patents and patent applications set forth in Schedule A hereto;

acceptance of a “Statement of Use” or an “Amendment to Allege Use” with respect thereto, solely to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use Trademark applications or any registrations that issue therefrom under applicable federal law), together with the goodwill of the business connected with the use thereof and symbolized thereby;

(iii) the copyright registrations set forth in Schedule C hereto;

(iv) the agreements granting any exclusive right to the Grantor in or to any registered copyright set forth in Schedule D hereto;

provided that, notwithstanding anything to the contrary contained in the foregoing clauses (i) through (vi), the security interest created hereby shall not extend to, and the term “Collateral” shall not include, any lease, license or other agreement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement, or create a right of termination in favor of any other party thereto (other than any Grantor or any Subsidiary of any Grantor), in each case to the extent not rendered unenforceable pursuant to the applicable provisions of the UCC or other applicable law and so long as the applicable provision giving rise to such violation or invalidity or such right of termination was not incurred in anticipation of the entering into of the Credit Agreement, provided, further, that (x) the Collateral includes Proceeds and receivables of any property excluded under this provision, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition and (y) such excluded lease, license or other agreement shall otherwise be subject to the security interest created by the Security Agreement upon receiving any necessary approvals or waivers permitting the assignment thereof.

SECTION 2. Security for First Lien Obligations . The grant of a security interest in the Collateral by each Grantor under this IP Security Agreement secures the payment and performance of all First Lien Obligations of such Grantor now or hereafter existing under or in

respect of the Loan Documents (as such Loan Documents may be amended, amended and restated, supplemented, replaced, refinanced, re-tranched, extended, increased or otherwise modified from time to time (including any extensions of maturity dates and increases of the principal amount outstanding thereunder)) or otherwise, including, without limitation, any extensions, increases, modifications, substitutions, amendments, refinancings, refundings, replacements or renewals of any or all of the foregoing First Lien Obligations (whether or not such action is committed, contemplated or provided for by the Loan Documents on the date hereof), whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, fees, premiums, penalties, indemnifications, contract causes of action, costs, expenses or otherwise.

SECTION 5. Execution in Counterparts. This IP Security Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

SECTION 7. Governing Law . This IP Security Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, each Grantor has caused this IP Security Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

Grantors:	WTG HOLDINGS III CORP.


	By:
		Name:
		Title:


	WTG HOLDINGS II CORP.


	By:
		Name:
		Title:


	SIEMENS TREATED WATER OUTSOURCING CORP.


	By:
		Name:
		Title:


	SIEMENS WATER TECHNOLOGIES LLC


	By:
		Name:
		Title:

[First Lien IP Security Agreement]

Collateral Agent:	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Collateral Agent


	By:
		Name:
		Title:


	By:
		Name:
		Title:

[First Lien IP Security Agreement]

EXHIBIT I

FORM OF OPINION MATTERS — COUNSEL TO THE LOAN PARTIES

See attached.

January 15, 2014

To the Initial Lenders, the Lenders,

the Administrative Agent, the Collateral Agent

and the L/C Issuers referred to below

c/o Credit Suisse AG, Cayman Islands Branch,

as Administrative Agent and Collateral Agent

Eleven Madison Avenue

New York, New York 10010

Ladies and Gentlemen:

We have acted as special New York counsel for (i) WTG Holdings III Corp., a Delaware corporation (the “ Borrower ”), (ii) WTG Holdings II Corp., a Delaware corporation (“ Holdings ”), (iii) Siemens Treated Water Outsourcing Corp., a Delaware corporation (“ STW Outsourcing ” and, together with the Borrower and Holdings, the “ Corporate Obligors ”), (iv) Siemens Water Technologies LLC, a Delaware limited liability company (“ SWT LLC ” and, together with STW Outsourcing, the “ Subsidiary Guarantors ” and, together with Holdings, the “ Guarantors ”), in connection with the First Lien Credit Agreement, dated as of the date hereof (the “ Credit Agreement ”), among the Borrower, Holdings, the financial institutions from time to time party thereto as lenders (the “ Lenders ”), Credit Suisse AG, Cayman Islands Branch, as administrative agent (in such capacity, the “ Administrative Agent ”) and collateral agent (in such capacity, the “ Collateral Agent ”), and the L/C Issuers referred to therein. The Borrower and the Guarantors are referred to herein collectively as the “ Obligors ”. This opinion is delivered to you pursuant to Section 4.01(a)(viii) of the Credit Agreement. Capitalized terms used herein that are defined in, or by reference in, the Credit Agreement have the meanings assigned to such terms therein, or by reference therein, unless otherwise defined herein. The Uniform Commercial Code of the State of New York is referred to herein as the “ NYUCC ”. Terms used herein that are defined in Articles 8 and 9 of the NYUCC and not otherwise defined herein have the meanings assigned to such terms therein. The Uniform Commercial Code of the State of Delaware is referred to herein as the “ DEUCC ”. “ UCC ” means the NYUCC and the DEUCC, as applicable. With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.

In connection with this opinion, we have (i) investigated such questions of law, (ii) examined originals, or certified, conformed or reproduction copies, of such documents and records of each Obligor (including the organizational documents of each Obligor), such

certificates of public officials and such other documents, and (iii) received such information from officers and representatives of each Obligor and others, as we have deemed necessary or appropriate for the purposes of this opinion. We have examined, among other documents, the following (each dated as of the date hereof unless otherwise noted):

(a) an executed copy of the Credit Agreement;

(b) an executed copy of the First Lien Holdings Guaranty (the “ Holdings Guaranty ”), between Holdings and the Collateral Agent;

(c) an executed copy of the First Lien Subsidiary Guaranty (the “ Subsidiary Guaranty ” and, together with the Holdings Guaranty, the “ Guaranties ”), among the Subsidiary Guarantors and the Collateral Agent;

(d) an executed copy of the First Lien Security Agreement (the “ Security Agreement ”), among the Obligors and the Collateral Agent;

(e) an executed copy of the First Lien Intellectual Property Security Agreement (the “ Intellectual Property Agreement ”), among the Obligors and the Collateral Agent, with respect to the intellectual property referenced therein;

(f) an executed copy of the First Lien/Second Lien Intercreditor Agreement (the “ Intercreditor Agreement ”), among the Obligors, the Collateral Agent, and Credit Suisse AG, Cayman Islands Branch, as Collateral Agent (as defined in the Second Lien Credit Agreement);

(g) unfiled copies of the financing statements on form UCC-1 (the “ Financing Statements ”) naming each Obligor as debtor and the Collateral Agent as secured party, copies of which are attached hereto as Exhibit A , which we understand are to be filed with the Office of the Secretary of State of the State of Delaware, Uniform Commercial Code Section (the “ Filing Office ”); and

(h) the Officer’s Certificate of each Obligor (collectively, the “ Officer’s Certificate ”) delivered to us in connection with this opinion, a copy of which is attached hereto as Exhibit B .

The documents referred to in items (a) through (f) above are referred to herein collectively as the “ Financing Documents ”; and the documents referred to in items (a) through (h) above are referred to herein collectively as the “ Documents ”.

In all such examinations, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified copies of all copies submitted to us as conformed or facsimile, electronic or photostatic copies. As to various questions of fact relevant to the opinions expressed herein, we have relied upon, and assume the accuracy of, statements and

representations contained in the Documents and certificates and other information of or from representatives of each Obligor and others and assume compliance on the part of all parties to the Documents with their covenants and agreements contained therein. With respect to the opinions expressed in paragraph 1 below, we have relied solely upon certificates of public officials. The opinions expressed in clauses (c) and (d) of paragraph 4 below are limited to our review of only those laws and regulations that, in our experience, are normally applicable to borrowers and guarantors in transactions of the type contemplated by the Financing Documents.

To the extent it may be relevant to the opinions expressed herein, we have assumed (i) that all of the parties to the Financing Documents (other than the Obligors) are validly existing and in good standing under the laws of their respective jurisdictions of organization and have the power and authority to execute and deliver the Financing Documents, to perform their obligations thereunder and to consummate the transactions contemplated thereby, (ii) that the Financing Documents have been duly authorized, executed and delivered by all of the parties thereto (other than the Obligors), (iii) that the Financing Documents constitute valid and binding obligations of all the parties thereto (other than the Obligors), enforceable against such parties in accordance with their respective terms, and (iv) that all of the parties to the Financing Documents comply with all laws applicable thereto.

Based upon the foregoing, and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that:

1. (a) Each of the Corporate Obligors is a corporation validly existing and in good standing under the Delaware General Corporation Law (“ DGCL ”).

(b) SWT LLC is a limited liability company validly existing and in good standing under the Delaware Limited Liability Company Act (the “ DLLCA ”).

2. (a) Each of the Corporate Obligors has the requisite corporate power, and has taken all corporate action necessary to authorize it, to execute and deliver each of the Financing Documents to which it is a party, to perform its obligations thereunder and to grant the security interests pursuant to the Financing Documents to which it is a party.

(b) SWT LLC has the requisite limited liability company power, and has taken all limited liability company action necessary to authorize it, to execute and deliver each of the Financing Documents to which it is a party, to perform its obligations thereunder and to grant the security interests pursuant to the Financing Documents to which it is a party.

3. Each of the Obligors has duly executed and delivered each of the Financing Documents to which it is a party.

4. The execution and delivery by each Obligor of the Financing Documents to which it is a

party and the performance by each Obligor of its obligations thereunder,

(a) in the case of the Corporate Obligors only, do not contravene any provision of the certificate of incorporation or by-laws of such Obligor,

(b) in the case of SWT LLC only, do not contravene any provision of the certificate of formation or limited liability company agreement of SWT LLC,

(c) do not violate (i) the laws, or regulations of any governmental agency or authority, of the United States of America or the State of New York, (ii) in the case of the Corporate Obligors only, the provisions of DGCL or (iii) in the case of SWT LLC only, the provisions of the DLLCA, in each case of the foregoing clauses (i) through (iii), applicable to such Obligor or its property,

(d) do not require under such laws or regulations described in subparagraph (c) above any filing or registration by such Obligor with, or approval or consent to such Obligor of, any such governmental agency or authority that has not been made or obtained except (i) those required in the ordinary course of business after the date hereof in connection with the performance by such Obligor of its obligations under certain covenants contained in the Financing Documents, (ii) to perfect or release security interests or other liens thereunder, and (iii) pursuant to securities and other laws that may be applicable to the disposition of any collateral subject thereto , and

(e) do not breach or cause a default under any agreement and do not violate any court decree or order, in each case, binding upon such Obligor or its property (this opinion being limited (x) to those agreements, decrees or orders, if any, that have been identified to us in the Officer’s Certificate and (y) in that we express no opinion with respect to any of the foregoing not readily ascertainable from the face of any such agreement, decree or order, or arising under or based upon any cross-default provision insofar as it relates to a default under an agreement not so identified to us, or arising under or based upon any provision of a financial or numerical nature or requiring computation).

5. Each of the Financing Documents is a valid and binding obligation of each Obligor which is a party thereto enforceable against such Obligor in accordance with its terms.

6. The borrowings by the Borrower under the Credit Agreement and the application of the proceeds thereof as provided therein do not violate Regulations T, U or X of the Board of Governors of the Federal Reserve System.

7. No Obligor is an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended.

8. The Security Agreement creates in favor of the Collateral Agent for the benefit of the Secured Parties a security interest in the rights of each Obligor party thereto in the

Collateral (as defined in the Security Agreement), in which a security interest may be created under Article 9 of the NYUCC (the “ Article 9 Collateral ”).

9. Upon filing of the Financing Statements with the Filing Office, the Collateral Agent will have a perfected security interest in the Obligors’ rights in that portion of the Article 9 Collateral in which a security interest may be perfected by filing a financing statement under the DEUCC.

10. (a) The Security Agreement, together with physical delivery of the certificates representing the shares of stock identified on Schedule II to the Security Agreement (the “ Pledged Securities ”) to the Collateral Agent in the State of New York, creates in favor of the Collateral Agent for the benefit of the Secured Parties a perfected security interest in each of the relevant Obligor’s rights in the Pledged Securities.

(b) Assuming the Collateral Agent (and each of the Secured Parties) acquires its interest in the Pledged Securities without notice of any adverse claim and that each of the Pledged Securities is either (i) in bearer form or (ii) in registered form issued in the name of the Collateral Agent or accompanied by an effective indorsement to the Collateral Agent or in blank, the Collateral Agent will acquire its security interest in the Pledged Securities free of any adverse claim.

(c) The Security Agreement, together with the Collateral Agent taking physical possession in the State of New York of the intercompany notes (including the Intercompany Note) identified on Schedule II to the Security Agreement (the “ Pledged Notes ”) creates in favor of the Collateral Agent for the benefit of the Secured Parties a perfected security interest in each of the relevant U.S. Obligor’s rights in the Pledged Notes.

(d) Assuming the Collateral Agent (and each of the Secured Parties) takes possession of the Pledged Notes that are instruments (within the meaning of Article 9 of the NYUCC) but not negotiable instruments (within the meaning of Article 3 of the NYUCC) in good faith and without knowledge that its acquisition of a security interest therein violates the rights of another person, and that the Pledged Notes have been drawn, issued or indorsed to or to the order of the Collateral Agent or to bearer or in blank, then the security interest of the Collateral Agent in such non-negotiable instruments has priority over any other security interest therein granted by the relevant Obligors under the NYUCC.

11. Upon the due filing and recordation of the Intellectual Property Security Agreement in the United States Patent and Trademark Office, together with the filing of the Financing Statements in the Filing Office, the security interest of the Collateral Agent, for the benefit of the Secured Parties, in all right, title and interest of the relevant Obligors in the “Collateral” (as identified and defined in the Intellectual Property Security Agreement) will be perfected to the extent that a security interest in the same may be

perfected by such filings and recordation under the United States Patent Act and the Lanham Act, each as amended.

We have assumed for purposes of our opinions in paragraphs 8 through 11 the following:

(i) each Obligor has the power to transfer sufficient rights in the collateral for the security interest in favor of the Collateral Agent to attach; and value has been given by the Secured Parties for the security interest granted by each Obligor in the applicable collateral;

(ii) that (w) the certificate of incorporation of each Corporate Obligor has not been amended since the date of the certified copy thereof from the Secretary of State of the State of Delaware which we have reviewed, (x) the certificate of formation of SWT LLC has not been amended since the date of the certified copy thereof from the Secretary of State of the State of Delaware which we have reviewed, (y) the name and jurisdiction of organization of each Obligor is true and accurate in accordance with the records of the Secretary of State of the State of Delaware, and (z) there are no proceedings for the merger, consolidation, dissolution, liquidation, termination, change of jurisdiction of organization or change of name of any Obligor;

(iii) the Financing Documents reasonably identify what is described as the collateral; and

(iv) solely for purposes of our opinions in paragraph 10, we have assumed that the Obligors do not control, are not controlled by, and are not under common control with, the Collateral Agent (or any bailee of the Collateral Agent); the Collateral Agent, or any bailee that has acknowledged in an authenticated record that it is holding on behalf of the Collateral Agent, retains continuous and exclusive possession in the State of New York of the Pledged Securities and Pledged Notes and has possession of such items solely on behalf of the Secured Parties and (except in accordance with the Intercreditor Agreement) not any other person; the Pledged Securities are the only certificates issued and outstanding with respect to the shares of capital stock intended to be represented thereby; and the Pledged Notes are the only writings evidencing the debt intended to be evidenced thereby.

The opinions set forth above are subject to the following qualifications:

(A) We express no opinion as to:

(i) the validity, binding effect or enforceability of any provision in any Financing

Document:

(a) relating to (I) forum selection or submission to jurisdiction (including any waiver of any objection to venue in any court or that a court is an inconvenient forum) to the extent that the validity, binding effect or enforceability of such provision is to be considered by any court other than a court of the State of New York, or (II) choice of governing law to the extent that the parties have not chosen the laws of the State of New York or to the extent that the validity, binding effect or enforceability of such provision (x) is to be considered by any court other than a court of the State of New York or a federal court sitting in the State of New York, in each case applying the choice of law rules of the State of New York or (y) is contrary to the governing law provided in Sections 1-105(2), 5- 116, 8-110 or 9-301 to 9-306 of the NYUCC, or (III) service of process, or (IV) waivers of any rights to trial by jury;

(b) relating to (I) indemnification, contribution or exculpation in connection with violations of applicable laws, statutory duties or public policy, or in connection with willful, reckless or unlawful acts or gross negligence of the indemnified or exculpated party or the party receiving contribution, or (II) exculpation of any party in connection with its own negligence the enforcement of which a court determines in the circumstances to be unfair or insufficiently explicit or contrary to public policy;

(d) that purports to give any person the power to accelerate obligations, foreclose on collateral or require additional collateral at will or without notice to the relevant Obligor;

(e) relating to payment of late charges, interest (or discount or equivalent amounts), premium, “make-whole” payments, collection costs or fees at a rate or in an amount, after or upon the maturity or acceleration of the liabilities evidenced or secured thereby or after or during the continuance of any default or other circumstance, or upon prepayment, that a court would determine in the circumstances to be unreasonable, a penalty or a forfeiture;

(f) relating to any purported waiver, release or variation of rights or other agreement to similar effect (all of the foregoing, collectively, a “ Waiver ”) by any Obligor under any of the Financing Documents to the extent limited by Sections 1-102(3), 5-103(c), 9-602 or 9-603 of the NYUCC or other provisions of applicable law (including judicial decisions), or to the extent that such a Waiver applies to a right, claim,

duty, ground for discharge or release of, or defense available to, an obligor generally or as a guarantor or co-obligor or otherwise available as a matter of law (including judicial decisions), except to the extent that such a Waiver is effective under and is not prohibited by Sections 9-602 or 9-603 of the NYUCC or other applicable law (including judicial decisions);

(g) that purports to create a trust, power of attorney or other fiduciary relationship;

(h) specifying that any person purchasing a participation from a Lender or other person may exercise set-off or similar rights with respect to such participation or that a Lender or other person may exercise set-off rights other than in accordance with applicable law;

(i) which is inconsistent with Article 5 of the NYUCC;

(j) Section 10.22 (Judgment Currency) of the Credit Agreement (or analogous provisions in other Financing Documents) or providing for payments by an Obligor in a currency other than U.S. dollars to the extent that a court will under applicable law convert a judgment rendered in such other currency into U.S. dollars; or

(k) that purports to limit the ability of any Obligor or any other person to transfer any of its right, title or interest in or to any collateral, to the extent contemplated by Section 9-401 of the NYUCC or other applicable law regarding restraints on alienation;

(ii) the effect of any law of any jurisdiction other than the State of New York wherein any party to the Financing Documents may be located or wherein enforcement of any Financing Document may be sought that limits the rates of interest legally chargeable or collectible;

(iii) the right, title or interest of any Obligor (or the power of any Obligor to transfer rights) in or to any collateral under the Financing Documents or any other property; whether any property constitutes a particular type of collateral under the UCC; or the subsistence, enforceability validity or effectiveness for any purpose of any such collateral or any other property;

(iv) (x) except as expressly stated in paragraphs 8 through 11 above, the creation, attachment, validity, binding effect, enforceability or perfection of any security interest, pledge, lien, mortgage or other encumbrance that may be created under any of the Financing Documents, or (y) except as expressly stated in paragraphs 10(b) and 10(d) above, the priority or other effect of perfection or non-perfection of any security interest created under any of the Financing

Documents;

(v) the creation, attachment, validity, binding effect, enforceability, perfection, priority or other effect of perfection or non-perfection of any security interest in: (1) the proceeds of any collateral other than in accordance with, and subject to the limitations set forth in, Section 9-315 of the NYUCC, (2) goods which are accessions to, or commingled or processed with, other goods other than in accordance with, and subject to the limitations set forth in, Section 9-335 or 9-336 of the NYUCC, (3) items subject to a certificate-of-title statute or other statute, regulation or treaty set forth in Section 9-311(a) of the NYUCC, (4) consumer goods, (5) commercial tort claims, (6) rights to demand payment or performance under a letter of credit, (7) commodity accounts or commodity contracts, (8) as extracted collateral, (9) farm products, (10) goods that are or are to become fixtures to the extent required to be perfected by the filing of a fixture filing, (11) health care insurance receivables, (12) manufactured homes, (13) standing timber or timber to be cut, (14) cooperative apartment interests, (15) any item of collateral that is subject to restriction on or prohibition against transfer (except to the extent such restriction or prohibition is rendered ineffective by Sections 9-401, 9-406, 9-407, 9-408 or 9-409 of the NYUCC) contained in an agreement, instrument, document or applicable law governing, evidencing or otherwise relating to such item, or (16) any obligations of the United States of America or any other governmental unit;

(vi) any filings or other actions required after the date of this opinion to maintain the perfection, priority or other effect of perfection of the security interests under the Financing Documents in any collateral; and

(vii) any agreement, instrument or other document referred to, or incorporated by reference, in any of the Financing Documents, other than the Financing Documents listed in this opinion letter and solely for purposes of our opinions in paragraph 4(e) above, documents identified in Annex A-1 to the Officer’s Certificate.

(B) Our opinions are subject to (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (including, without limitation, standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits on the availability of equitable remedies), whether considered in a proceeding at law or in equity, and (iii) the qualification that certain provisions of the Financing Documents may be unenforceable in whole or in part, but the inclusion of such provisions does not affect the validity as against any Obligor of the Financing Documents as a whole, and the Financing Documents and the laws of the State of New York contain adequate provisions for enforcing payment of the obligations governed or secured thereby subject to the other qualifications contained in this letter.

(C) Provisions in the Guaranties (or equivalent) that provide that any guarantor’s or co-obligor’s liability thereunder shall not be affected by actions or failures to act on the part of the recipient of the Guaranties (or equivalent) or by modifications or waivers of provisions of the guaranteed obligations might not be enforceable if such actions, failures to act, modifications or waivers so change the essential nature of the terms and conditions of the guaranteed obligations that, in effect, a new contract has arisen between such recipient and the primary obligor on whose behalf the Guaranties (or equivalent) were issued.

(D) We have assumed that (i) the obligations of each Guarantor under the Financing Documents are necessary or convenient to the conduct, promotion or attainment of the business of each such Obligor; and (ii) consideration that is sufficient to support the agreements of each Guarantor under the Financing Documents has been received by each such Guarantor.

(E) Pursuant to Section 9-108(c) of the NYUCC, a description of collateral as “all assets” or “all personal property” or words of similar import is not sufficient for purposes of Section 9- 203 of the NYUCC and, accordingly, we express no opinion regarding, or the effect of, any such description of collateral in the Credit Agreement.

(F) We express no opinion as to the application of, and our opinions are subject to the effect, if any, of state securities or “blue sky” laws and, except as expressly stated in paragraphs 6 and 7 above, federal securities laws, or rules and regulations of the Financial Industry Regulatory Authority. Without limiting the generality of the foregoing, we express no opinion as to the need for consent, non-contravention, legality or enforceability with respect to any guaranty provided by any person that is not an “eligible contract participant” within the meaning of section 1a(18) of the Commodity Exchange Act (as interpreted by the Commodity Futures Trading Commission in its regulations, rules, orders, letters or other announcements), insofar as such guaranty relates to an agreement, contract or transaction that constitutes a ‘swap’ within the meaning of section 1a(47) of the Commodity Exchange Act.

The opinions expressed herein are limited to (i) the federal laws of the United States of America and the laws of the State of New York, (ii) to the extent relevant to the opinions expressed in paragraphs 1(a), 2(a), 3 and 4 above, the DGCL, (iii) to the extent relevant to the opinions expressed in paragraphs 1(b), 2(b), 3 and 4 above, the DLLCA, and (iv) to the extent relevant to paragraph 9 above, the DEUCC, each as currently in effect; and no opinion is expressed with respect to any other laws or any effect that such other laws may have on the opinions expressed herein.

Our opinions in paragraph 8 above are limited to Article 9 of the NYUCC, and our opinions in paragraph 10 above are limited to Articles 3, 8 and 9 of the NYUCC and, therefore, those opinions do not address (i) laws of jurisdictions other than New York, and of New York except for Articles 3, 8 or 9, as the case may be, of the NYUCC, (ii) collateral of a type not subject to Article 9 of the NYUCC, and (iii) except as stated in paragraph 10 above, under the NYUCC what law governs perfection of the security interests granted in the collateral addressed by this opinion letter. Our opinions in paragraph 9 above are limited to Article 9 of the DEUCC and, therefore, those opinions do not address (i) laws of jurisdictions other than

Delaware, and of Delaware except for Article 9 of the DEUCC, (ii) collateral of a type not subject to Article 9 of the DEUCC, and (iii) under the DEUCC what law governs perfection of the security interests in the collateral addressed by this opinion letter.

Our opinions in paragraph 11 above are limited in all respects to those United States issued patents and patent applications and United States federal trademark registrations and applications therefor that are listed on the schedules to the Intellectual Property Security Agreement which have not expired, lapsed or failed to be renewed and which have not been abandoned (collectively, “ U.S. Registered Intellectual Property ”). We express no opinion in paragraph 11 above (i) with respect to any Intellectual Property Collateral (as defined in the Security Agreement) subsisting or arising under the laws of any jurisdiction other than the United States, or with respect to any type of Intellectual Property Collateral other than the U.S. Registered Intellectual Property, (ii) with respect to any Patents or Trademarks (each as defined in the Security Agreement) not listed (together with accompanying patent or other registration or application serial numbers, as applicable) on the schedules to the Intellectual Property Security Agreement, or as to the completeness of the schedules to the Intellectual Property Security Agreement, (iii) as to whether it is necessary to record the Intellectual Property Security Agreement covering United States trademark registrations and applications therefor in the trademark registration system of any State, territory, protectorate or commonwealth of the United States in order to perfect the security interest of the Collateral Agent with respect to any United States Trademarks, (iv) as to the validity, enforceability, ownership, subsistence or existence of, or the right to use, the U.S. Registered Intellectual Property or any other Intellectual Property Collateral, or (v) as to any intent-to-use trademarks applications for which verified statements of use or amendment to allege use have not yet been filed with and, if filed, accepted and acknowledged by the United States Patent and Trademark Office.

This opinion letter is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the opinions expressly stated herein. The opinions expressed herein are given only as of the date hereof, and we undertake no responsibility to update or supplement this opinion letter after the date hereof for any reason.

The opinions expressed herein are solely for the benefit of the Administrative Agent, the Collateral Agent, the L/C Issuers, the Initial Lenders and the Lenders party to the Credit Agreement on the date hereof, or any Person which becomes a Lender in accordance with Section 10.07 of the Credit Agreement within 45 days after the date hereof (a “ Subsequent Lender ”), in each case, in connection with the Financing Documents, and may not be relied upon in any manner or used for any purpose by any other person, and may not be quoted in whole or in part, without our prior written consent; provided that this opinion may be disclosed for informational purposes only and without any reliance thereon, (x) to the bank auditors and bank regulatory authorities, in each case having jurisdiction over any Agent, any L/C Issuer, any Initial Lender or any Lender, (y) pursuant to a court order or judicial process and (z) prospective assignees of any Lender in accordance with Section 10.07 of the Credit Agreement. Any such reliance by a Subsequent Lender must be actual and reasonable under the circumstances existing at the time such Person becomes a Subsequent Lender, including any changes in law, facts or any other developments known to or reasonably knowable by such Subsequent Lender at such time. In no event shall any such Person becoming a Lender have any greater rights with respect to this letter than a Lender on the date hereof.

	Very truly yours,


	FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP

EXHIBIT A

FINANCING STATEMENTS

(see attached)

EXHIBIT B

OFFICER’S CERTIFICATE

(see attached)

Officer’s Certificate

January 15, 2014

The undersigned officers of (i) WTG Holdings III Corp., a Delaware corporation (the “ Borrower ”), (ii) WTG Holdings II Corp., a Delaware corporation (“ Holdings ”), (iii) Siemens Treated Water Outsourcing Corp., a Delaware corporation (“ STW Outsourcing ”), (iv) Siemens Water Technologies LLC, a Delaware limited liability company (“ SWT LLC ” and, together with STW Outsourcing, the “ Subsidiary Guarantors ” and, together with Holdings, the “ Guarantors ”; each of the Guarantors and the Borrower are being referred to herein as an “ Obligor ”), hereby certify, for and on behalf of the Obligors, in connection with (i) that certain First Lien Credit Agreement, dated as of the date hereof (the “ Credit Agreement ”), among the Borrower, Holdings, the financial institutions from time to time party thereto as lenders (the “ Lenders ”), Credit Suisse AG, as administrative agent (in such capacity, the “ Administrative Agent ”) and collateral agent (in such capacity, the “ Collateral Agent ”), and the L/C Issuers referred to therein, and (ii) the legal opinion (the “ Opinion ”) of Fried, Frank, Harris, Shriver & Jacobson LLP (“ Fried Frank ”) delivered in connection therewith (capitalized terms used but not defined herein shall have the meanings ascribed to them in the Credit Agreement or the Opinion, as applicable):

1. No proceeding is pending in any jurisdiction for the merger, consolidation, dissolution, liquidation, termination, change of jurisdiction of organization or change of name of any of the Obligors, and none of the Obligors has filed any certificate or order of dissolution.

2. No event has occurred that has adversely affected the good standing of any of the Obligors under the laws of the state of its incorporation or formation, and each Obligor has paid all taxes, if any, and taken all other action required by state law to maintain such good standing. To the best knowledge of undersigned, no grounds exist for the revocation or forfeiture of the by-laws, certificates of incorporation, operating agreements or certificates of formation, as the case may be, of any of the Obligors.

3. Fried Frank may rely upon the accuracy of each of the representations and warranties of the Obligors contained in any of the Loan Documents and in all documents and certificates referred to therein or delivered in connection therewith.

4. None of the Obligors owns or operates equipment or facilities, or engages in any other activity in the nature of a public utility, including, without limitation, any such equipment, facilities or activity relating to garbage or sewage disposal or water production or transmission, that would subject any Obligor to regulation as a public utility of any nature.

6. None of the Obligors engages in the business of banking or any bank related business, the insurance business, the trust company business or in the practice of a profession.

7. None of the Obligors is (a) a rail, express, sleeping car, water, pipeline or motor carrier or freight forwarder or other common or contract carrier subject

to the Interstate Commerce Act, as amended, or a corporation or other entity organized for the purpose of engaging in transportation as such a carrier, or a person authorized by the Interstate Commerce Commission to acquire control of any carrier, (b) an air carrier or (c) subject to regulation by the Federal Communications Commission, the Federal Interstate Commerce Commission or the Federal Railroad Administration.

8. None of the Obligors is a licensee under the Federal Power Act, as amended, or engaged in the production, transmission or sale of electric energy or the production, transmission or sale of any other form of energy in a manner that makes it subject to local, state or federal regulation.

9. None of the Obligors is engaged in any business relating to television, radio, telephone or other telecommunication activity in a manner that makes any of the Obligors subject to local, state or federal regulation.

10. None of the Obligors (i) is engaged, holds itself out as being engaged, or proposes to engage, primarily in the business of investing, reinvesting or trading in securities, (ii) is engaged, or proposes to engage, in the business of issuing any face- amount certificates of the installment type, and, if any Obligor has been engaged in such business, it does not have any such certificate outstanding, and (iii) is engaged, or proposes to engage, in the business of investing, reinvesting, owning, holding, or trading in securities, and it does not own or propose to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of government securities and cash items) on an unconsolidated basis. Each of the Obligors is primarily engaged, directly or through a wholly-owned subsidiary or subsidiaries, in a business other than that of investing, reinvesting, owning, holding or trading in securities. For purposes of this paragraph 10:

a. “face-amount certificate of the installment type” means any certificate, investment contract or other security that represents an obligation to pay on the part of its issuer a stated or determinable sum or sums at a fixed or determinable date or dates more than twenty-four months after the date of issuance in consideration of the payment of periodic installments of a stated or determinable amount;

b. “government security” means any security issued or guaranteed as to principal or interest by the United States, or by a person controlled or supervised by and acting as an instrumentality of the government of the United States pursuant to authority granted by the Congress of the United States, or any certificate of deposit for any of the foregoing;

c. “investment securities” include all securities except (A) government securities, (B) securities issued by employees’ securities companies, and (C) securities issued by majority-owned subsidiaries that (i) are not investment companies and (ii) are not relying on the exception from the definition of investment company in Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act of 1940;

d. “majority-owned subsidiary” of a person means a company 50% or more of the outstanding voting securities of which are owned by such person, or by a company which is a majority-owned subsidiary of such person;

e. “securities” include all securities, including short-term interest-bearing obligations and, solely for purposes of this certificate, any loans and advances to parent companies, subsidiaries and affiliates (however classified on its balance sheet);

f. “cash items” includes coins, paper currency, current accounts receivable, demand deposits at U.S. banks, and timely checks of others (which are orders on banks to immediately supply funds), but does not include time deposits, certificates of deposit, or demand deposits at a foreign bank or a foreign office or branch of a U.S. bank; and

g. “voting security” means any security presently entitling the owner or holder thereof to vote for the election of directors of a company.

For purposes of this paragraph 10, the value of each of the Obligor’s assets has been determined as follows: (a) with respect to assets acquired after September 30, 2013, the cost thereof; (b) with respect to securities owned on September 30, 2013 for which market quotations are readily available, the market value at that date; and (c) with respect to other securities and assets owned on September 30, 2013, fair value at that date as determined in good faith by such Obligor.

11. None of the Obligors is engaged or proposes to engage in any other industry or business or activity, or owns property or assets, that cause or would cause it to be subject to special local, state or federal regulation, and none of the Obligors is engaged in any business not permitted pursuant to those provisions of its by-laws or certificate of incorporation, each as applicable and as amended, specifying the permitted business purposes of such Obligor.

12. Less than 5 percent of the assets of each of the Obligors individually and on a consolidated basis consist of Margin Stock (as such term is defined in regulation U of the Board of Governors of the Federal Reserve System).

13. Attached, as Annex A-1 hereto is a list of all relevant contracts and other agreements for purposes of the numbered paragraph 4(e) of the Opinion.

14. There are no material court decrees and orders (i) to which any of the Obligors is a party or (ii) that are otherwise binding upon or applicable to any of the Obligors or any of the assets or property of any of the Obligors.

The undersigned acknowledges that Fried Frank is relying upon the certifications provided herein in delivering the opinions requested of it in connection with the closing of the transactions contemplated by the Credit Agreement and hereby consents to and authorizes such reliance.

IN WITNESS WHEREOF, the undersigned have caused this Officer’s Certificate to be executed by their officers thereunto duly authorized as of the date first appearing above.

	WTG HOLDINGS III CORP.


	By:
		Name:
		Title:


	WTG HOLDINGS II CORP.


	By:
		Name:
		Title:


	SIEMENS TREATED WATER OUTSOURCING CORP.


	By:
		Name:
		Title:


	SIEMENS WATER TECHNOLOGIES LLC


	By:
		Name:
		Title:

[ Officer’s Certificate — FFHSJ Opinion ]

ANNEX A-1

1. Second Lien Credit Agreement, dated the date hereof, among the Borrower, Holdings, the financial institutions from time to time party thereto as lenders, Credit Suisse AG, as administrative agent and collateral agent (the “ Second Lien Collateral Agent ”)

2. Second Lien Holdings Guaranty, dated the date hereof, between Holdings and the Second Lien Collateral Agent

3. Second Lien Subsidiary Guaranty, dated the date hereof, among each Subsidiary Guarantor and the Second Lien Collateral Agent

4. Second Lien Security Agreement, dated as of the date hereof, among the Obligors and the Second Lien Collateral Agent

5. Second Lien Intellectual Property Security Agreement, dated the date hereof, among the Obligors party thereto and the Second Lien Collateral Agent.

EXHIBIT J

FORM OF SOLVENCY CERTIFICATE

January 15, 2014

Reference is made to (i) that certain First Lien Credit Agreement, dated as of the date hereof (the “ First Lien Credit Agreement ”), among WTG HOLDINGS III CORP., a Delaware corporation, as Borrower, WTG HOLDINGS II CORP., a Delaware corporation (“ Holdings ”), each lender from time to time party thereto, CREDIT SUISSE AG, as administrative agent and as collateral agent and the L/C Issuers referred to therein and (ii) that certain Second Lien Credit Agreement, dated as of the date hereof (the “ Second Lien Credit Agreement ” and, together with the First Lien Credit Agreement, the “ Credit Agreements ”), among the Borrower, Holdings, each lender from time to time party thereto and CREDIT SUISSE AG, as administrative agent and as collateral agent. Capitalized terms used but not defined herein have the meanings set forth in the Credit Agreements, as applicable. This certificate is furnished to the Administrative Agents pursuant to Section 4.01(a)(ix) of the Credit Agreements.

I, [ ], certify that I am the duly appointed, qualified and acting chief financial officer of Holdings and, in such capacity, that:

On the date hereof, after giving effect to the Transactions and the related transactions contemplated by the Loan Documents, Holdings and its Subsidiaries, when taken as a whole on a consolidated basis, (a) have property with fair value greater than the total amount of their debts and liabilities, contingent (it being understood that the amount of contingent liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability), subordinated or otherwise, (b) have assets with present fair salable value not less than the amount that will be required to pay their liability on their debts as they become absolute and matured, (c) will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as they become absolute and matured and (d) are not engaged in business or a transaction, and are not about to engage in business or a transaction, for which they have unreasonably small capital.

The undersigned is familiar with the business and financial position of Holdings and its Subsidiaries. In reaching the conclusions set forth in this certificate, the undersigned has made such other investigations and inquiries as the undersigned has deemed appropriate, having taken into account the nature of the particular business anticipated to be conducted by Holdings and its Subsidiaries after consummation of the transactions contemplated by the Loan Documents.

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned have caused this certificate to be duly executed and delivered as of the date first above written.

	WTG HOLDINGS II CORP.


	By:
		Name:
		Title:

[ Signature Page to Solvency Certificate ]

EXHIBIT K

FORM OF DISCOUNTED PREPAYMENT OPTION NOTICE

Date: , 20

To: CREDIT SUISSE AG, as Administrative Agent

Ladies and Gentlemen:

This Discounted Prepayment Option Notice is delivered to you pursuant to Section 2.05(a)(iii) of that certain First Lien Credit Agreement, dated as of January 15, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time in accordance with its terms, the “ Agreement ;” the capitalized terms defined therein being used herein as therein defined), among WTG HOLDINGS III CORP., a Delaware corporation, as Borrower, WTG HOLDINGS II CORP., a Delaware corporation, the Lenders from time to time party thereto, CREDIT SUISSE AG, as Administrative Agent and Collateral Agent, and the L/C Issuers referred to therein.

The undersigned Borrower Purchasing Party hereby notifies you that, effective as of [ , 20 ], pursuant to Section 2.05(a)(iii) of the Agreement, such Borrower Purchasing Party is seeking:

1. to prepay Term Loans in an aggregate principal amount of [$ ](11) (the “ Proposed Discounted Prepayment Amount ”), [and]

2. [a percentage discount to the par value of the principal amount of the Term Loans greater than or equal to [ %] of par value but less than or equal to [ %] of par value (the “ Discount Range ”)(12), and](13)

3. to receive a Lender Participation Notice on or before [ , 20 ](14), as determined pursuant to Section 2.05(a)(iii) of the Agreement (the “ Acceptance Date ”).

The undersigned Borrower Purchasing Party expressly agrees that this Discounted Prepayment Option Notice is subject to the provisions of Section 2.05(a)(iii) of the Agreement.

The undersigned Borrower Purchasing Party hereby represents and warrants to the Administrative Agent on behalf of the Administrative Agent and the Term Lenders as follows:

(11) Insert amount that is minimum of $2.0 million and in an integral multiple of $1.0 million in excess thereof.

(12) Discount Range may be a single percentage.

(13) Include at the election of the Borrower

(14) Insert date (a Business Day) that is at least five Business Days after date of this Discounted Prepayment Option Notice.

1. No Default or Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment (after giving effect to any related waivers or amendments obtained in connection with such Discounted Voluntary Prepayment).

2. Each of the conditions to the Discounted Voluntary Prepayment contained in Section 2.05(a)(iii) of the Agreement has been satisfied.

3. No proceeds of any Credit Extension under the Revolving Credit Facility will be used to acquire the Term Loans pursuant to the Discounted Voluntary Prepayment.

4. Such Borrower Purchasing Party does not have any material non-public information with respect to Holdings, the Borrower or any of its Subsidiaries or any of their respective securities that either (A) has not been disclosed to the Term Lenders (other than Term Lenders that do not wish to receive such information) or has not otherwise been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD, prior to such time or (B) if not disclosed to the Term Lenders, could reasonably be expected to have a material effect upon, or otherwise be material to, Holdings, the Borrower and the Restricted Subsidiaries.

The undersigned Borrower Purchasing Party respectfully requests that the Administrative Agent promptly notify each of the Term Lenders party to the Agreement of this Discounted Prepayment Option Notice.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned has executed this Discounted Prepayment Option Notice as of the date first above written.

	[NAME OF APPLICABLE BORROWER PURCHASING PARTY]


	By:
		Name:
		Title:

[ Signature Page to Discounted Prepayment Option Notice ]

EXHIBIT L

FORM OF LENDER PARTICIPATION NOTICE

Date: , 20

To: CREDIT SUISSE AG, as Administrative Agent

Ladies and Gentlemen:

Reference is made to (a) that certain First Lien Credit Agreement, dated as of January 15, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time in accordance with its terms, the “ Agreement ;” the capitalized terms defined therein being used herein as therein defined), among WTG HOLDINGS III CORP., a Delaware corporation, as Borrower, WTG HOLDINGS II CORP., a Delaware corporation, the Lenders from time to time party thereto, CREDIT SUISSE AG, as Administrative Agent and Collateral Agent, and the L/C Issuers referred to therein, and (b) that certain Discounted Prepayment Option Notice, dated , 20 , from the applicable Borrower Purchasing Party listed on the signature page thereto (the “ Discounted Prepayment Option Notice ”). Capitalized terms used herein and not defined herein or in the Agreement shall have the meaning ascribed to such terms in the Discounted Prepayment Option Notice.

The undersigned Term Lender hereby gives you notice, pursuant to Section 2.05(a)(iii) of the Agreement, that it is willing to accept a Discounted Voluntary Prepayment of Term Loans held by such Term Lender:

1. in a maximum aggregate principal amount of [$ ] (the “ Offered Loans ”), and

2. at a maximum discount to par value of the principal amount of the Term Loans equal to [ %](15) of par value (the “ Acceptable Discount ”).

The undersigned Term Lender expressly agrees that this offer is subject to the provisions of Section 2.05(a)(iii) of the Agreement. Furthermore, conditioned upon the Applicable Discount determined pursuant to Section 2.05(a)(iii) of the Agreement being a percentage of par value less than or equal to the Acceptable Discount, the undersigned Term Lender hereby expressly consents and agrees to a prepayment of its Term Loans pursuant to Section 2.05(a)(iii) of the Agreement in an aggregate principal amount equal to the Offered Loans, as such principal amount may be reduced if the aggregate proceeds required to prepay Qualifying Loans (disregarding any interest payable in connection with such Qualifying Loans) would exceed the Proposed Discounted Prepayment Amount for the relevant Discounted Voluntary Prepayment, and acknowledges and agrees that such prepayment of its Term Loans will be allocated at par value, but the actual payment made to such Term Lender will be reduced in accordance with the Applicable Discount.

(15) Insert amount within Discount Range, if specified by the applicable Borrower Purchasing Party.

IN WITNESS WHEREOF, the undersigned has executed this Lender Participation Notice as of the date first above written.

	[NAME OF TERM LENDER]


	By:
		Name:
		Title:

[ Signature Page to Lender Participation Notice ]

EXHIBIT M

FORM OF DISCOUNTED VOLUNTARY PREPAYMENT NOTICE

Date: , 20

To: CREDIT SUISSE AG, as Administrative Agent

Ladies and Gentlemen:

This Discounted Voluntary Prepayment Notice is delivered to you pursuant to Section 2.05(a)(iii) of that certain First Lien Credit Agreement, dated as of January 15, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time in accordance with its terms, the “ Agreement ;” the capitalized terms defined therein being used herein as therein defined), among WTG HOLDINGS III CORP., a Delaware corporation, as Borrower, WTG HOLDINGS II CORP., a Delaware corporation, the Lenders from time to time party thereto, CREDIT SUISSE AG, as Administrative Agent and Collateral Agent, and the L/C Issuers referred to therein.

The undersigned Borrower Purchasing Party hereby irrevocably notifies you that, pursuant to Section 2.05(a)(iii) of the Agreement, such Borrower Purchasing Party will make a Discounted Voluntary Prepayment to each Term Lender with Qualifying Loans, which shall be made:

1. on or before [ , 20 ](16), as determined pursuant to Section 2.05(a)(iii) of the Agreement,

2. in an aggregate principal amount of [$ ], and

3. at a percentage discount to the par value of the principal amount of the Term Loans equal to [ %] of par value (the “ Applicable Discount ”).

The undersigned Borrower Purchasing Party expressly agrees that this Discounted Voluntary Prepayment Notice is irrevocable and is subject to the provisions of Section 2.05(a)(iii) of the Agreement.

The undersigned Borrower Purchasing Party hereby represents and warrants to the Administrative Agent on behalf of the Administrative Agent and the Term Lenders as follows:

(16) Insert date (a Business Day) that is at least one Business Day after date of this Notice and no later than five Business Days after the Acceptance Date (or such later date as the Administrative Agent and the applicable Borrower Purchasing Party shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans).

2. Such Borrower Purchasing Party does not have any material non-public information with respect to Holdings, the Borrower or any of its Subsidiaries or any of their respective securities that either (A) has not been disclosed to the Term Lenders (other than Term Lenders that do not wish to receive such information) or has not otherwise been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD, prior to such time or (B) if not disclosed to the Term Lenders, could reasonably be expected to have a material effect upon, or otherwise be material to, Holdings, the Borrower and the Restricted Subsidiaries.

3. Each of the conditions to making the Discounted Voluntary Prepayment set forth in Section 2.05(a)(iii) of the Agreement has been satisfied.

The undersigned Borrower Purchasing Party respectfully requests that the Administrative Agent promptly notify each of the relevant Term Lenders party to the Agreement who has Qualifying Loans of this Discounted Voluntary Prepayment Notice.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned has executed this Discounted Voluntary Prepayment Notice as of the date first above written.

	[NAME OF APPLICABLE BORROWER PURCHASING PARTY]


	By:
		Name:
		Title:

[ Signature Page to Discounted Voluntary Prepayment Notice ]

EXHIBIT N-1

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Treated As Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to that certain First Lien Credit Agreement, dated as of January 15, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time in accordance with its terms, the “ Agreement ”), among WTG HOLDINGS III CORP., a Delaware corporation, as Borrower, WTG HOLDINGS II CORP., a Delaware corporation, the Lenders from time to time party thereto, CREDIT SUISSE AG, as Administrative Agent and Collateral Agent, and the L/C Issuers referred to therein. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Agreement. (the “ Foreign Lender ”) is providing this certificate pursuant to Section 3.01(g) of the Agreement.

The Foreign Lender hereby represents and warrants that:

1. It is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate;

2. It is not a “bank” for purposes of Section 881(c)(3)(A) of the Code;

3. It is not a 10-percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code; and

4. It is not a controlled foreign corporation within the meaning of Section 881(c)(3)(C) of the Code related to the Borrower within the meaning of Section 864(d) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made by the Borrower or the Administrative Agent to the undersigned, or in either of the two calendar years preceding such payment.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the undersigned has duly executed this certificate on the day of , 20 .

	[ NAME OF FOREIGN LENDER ]


	By:
		Name:
		Title:

[ Signature Page to U.S. Tax Compliance Certificate ]

EXHIBIT N-2

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Treated As Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to that certain First Lien Credit Agreement, dated as of January 15, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time in accordance with its terms, the “ Agreement ”), among WTG HOLDINGS III CORP., a Delaware corporation, as Borrower, WTG HOLDINGS II CORP., a Delaware corporation, the Lenders from time to time party thereto, CREDIT SUISSE AG, as Administrative Agent and Collateral Agent, and the L/C Issuers referred to therein. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Agreement. (the “ Foreign Lender ”) is providing this certificate pursuant to Section 3.01(g) of the Agreement.

The Foreign Lender hereby represents and warrants that:

1. It is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate;

2. Its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s));

3. Neither the Foreign Lender nor any of its direct or indirect partners/members is a “bank” for purposes of Section 881(c)(3)(A) of the Code;

4. None of its direct or indirect partners/members is a 10-percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code; and

5. None of its direct or indirect partners/members is a controlled foreign corporation within the meaning of Section 881 (c)(3)(C) of the Code related to the Borrower within the meaning of Section 864(d) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent in writing with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payment.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the undersigned has duly executed this certificate on the day of , 20 .

	[ NAME OF FOREIGN LENDER ]


	By:
		Name:
		Title:

[ Signature Page to U.S. Tax Compliance Certificate ]

EXHIBIT N-3

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Treated As Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to that certain First Lien Credit Agreement, dated as of January 15, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time in accordance with its terms, the “ Agreement ”), among WTG HOLDINGS III CORP., a Delaware corporation, as Borrower, WTG HOLDINGS II CORP., a Delaware corporation, the Lenders from time to time party thereto, CREDIT SUISSE AG, as Administrative Agent and Collateral Agent, and the L/C Issuers referred to therein. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Agreement. (the “ Foreign Participant ”) is providing this certificate pursuant to Section 3.01(g) of the Agreement.

The Foreign Participant hereby represents and warrants that:

1. It is the sole record and beneficial owner of the participation in respect of which it is providing this certificate;

2. It is not a “bank” for purposes of Section 881(c)(3)(A) of the Code;

3. It is not a 10-percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code; and

4. It is not a controlled foreign corporation within the meaning of Section 881 (c)(3)(C) of the Code related to the Borrower within the meaning of Section 864(d) of the Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payment.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the undersigned has duly executed this certificate on the day of , 20 .

	[ NAME OF FOREIGN PARTICIPANT ]


	By:
		Name:
		Title:

[ Signature Page to U.S. Tax Compliance Certificate ]

EXHIBIT N-4

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Treated As Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to that certain First Lien Credit Agreement, dated as of January 15, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time in accordance with its terms, the “ Agreement ”), among WTG HOLDINGS III CORP., a Delaware corporation, as Borrower, WTG HOLDINGS II CORP., a Delaware corporation, the Lenders from time to time party thereto, CREDIT SUISSE AG, as Administrative Agent and Collateral Agent, and the L/C Issuers referred to therein. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Agreement. (the “ Foreign Participant ”) is providing this certificate pursuant to Section 3.01(g) of the Agreement.

The Foreign Participant hereby represents and warrants that:

1. It is the sole record owner of the participation in respect of which it is providing this certificate;

2. Its direct or indirect partners/members are the sole beneficial owners of such participation;

3. Neither the Foreign Participant nor any of its direct or indirect partners/members is a “bank” for purposes of Section 881(c)(3)(A) of the Code ;

4. None of its direct or indirect partners/members is a 10-percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code; and

5. None of its direct or indirect partners/members is a controlled foreign corporation within the meaning of Section 881(c)(3)(C) of the Code related to the Borrower within the meaning of Section 864(d) of the Code.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payment.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the undersigned has duly executed this certificate on the day of , 20 .

	[ NAME OF FOREIGN PARTICIPANT ]


	By:
		Name:
		Title:

[ Signature Page to U.S. Tax Compliance Certificate ]

IN WITNESS WHEREOF, the undersigned has duly executed this certificate as of the date set forth below.

	[NAME OF FOREIGN LENDER]


	By:
		Name:
		Title:
		Date:

[ Signature Page to U.S. Tax Compliance Certificate ]

EXHIBIT O

FORM OF CASH MANAGEMENT/SECURED HEDGE NOTICE

NOTICE OF [SECURED HEDGE][CASH MANAGEMENT] AGREEMENT

for

[Swap Contract/IDSA Master Agreement][Cash Management Agreement] between [NAME OF [HEDGE BANK][CASH MANAGEMENT BANK]] [(“ Hedge Bank ”)][(“ Cash Management Bank ”)] and WTG Holdings III Corp., a Delaware corporation (the “ Borrower ”), dated as of [DATE OF ISDA/Swap Contract or Cash Management Agreement]]

Reference is made to (i) the First Lien Credit Agreement, dated as of January 15, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time in accordance with its terms, the “ Credit Agreement ”), among the Borrower, WTG HOLDINGS II CORP., a Delaware corporation, the Lenders from time to time party thereto, CREDIT SUISSE AG, as Administrative Agent and Collateral Agent, and the L/C Issuers referred to therein, and (ii) the [ISDA Master Agreement][Cash Management Agreement] dated as of [DATE OF ISDA/SWAP CONTRACT OR CASH MANAGEMENT AGREEMENT] [(the “ Swap Contract ”)][(the “ Cash Management Agreement ”)]. This communication is to inform you that the Borrower and [Hedge Bank][Cash Management Bank] hereby designate the above captioned [Swap Contract][Cash Management Agreement] as a [“Secured Hedge Agreement”][“Secured Cash Management Agreement”] as defined in the Credit Agreement secured under to that certain Guaranty (as defined in the Credit Agreement) and the Collateral Documents (as defined in the Credit Agreement).

The Borrower and [Hedge Bank][Cash Management Bank] acknowledge and accept [Hedge Bank’s][Cash Management Bank’s] appointment of the Administrative Agent and the Collateral Agent pursuant to the terms of Article IX of the Credit Agreement for itself and its Affiliates as if [Hedge Bank][Cash Management Bank] were a “Lender” party to the Credit Agreement.

The terms of this notice shall be governed by and construed in accordance with the laws of the State of New York.

WTG HOLDINGS III CORP.


By:
	Name:
	Title:


[HEDGE BANK][CASH MANAGEMENT BANK]


By:
	Name:
	Title:


By:
	Name:
	Title:

EXHIBIT P

FORM OF INTERCOMPANY NOTE

[DATE]

For value received, each of the undersigned (together with their respective successors and assigns, each a “ Payor ”, and collectively, the “ Payors ”), hereby promises to pay on demand to each of the undersigned (together with its successors and assigns, each a “ Payee ”), the unpaid principal amount of all loans and advances made by the Payee to each Payor. Each Payor promises to pay interest on the unpaid principal amount hereof from the date hereof until paid at such rate per annum as shall be agreed upon from time to time by such Payor and the Payee. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreements identified below (unless otherwise indicated).

Upon the commencement by or against any Payor of any case or other proceeding seeking liquidation, reorganization or other relief with respect to such Payor or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, the unpaid principal amount hereof shall become immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby waived by such Payor.

The Payee is hereby authorized (but not required) to record all loans and advances made by it to each Payor (all of which shall be evidenced by this Intercompany Note (this “Intercompany Note ”)), and all repayments or prepayments thereof, in its books and records, such books and records constituting prima facie evidence of the accuracy of the information contained therein. The failure to show any such indebtedness or any error in showing such indebtedness shall not affect the obligations of any Payor hereunder.

This Intercompany Note is the Intercompany Note referred to in each of the (i) First Lien Credit Agreement, dated as of January 15, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “ First Lien Credit Agreement ”), among EWT HOLDINGS III CORP. (f/k/a WTG HOLDINGS III CORP.), a Delaware corporation (the “ Borrower ”), EWT HOLDINGS II CORP. (f/k/a WTG HOLDINGS II CORP.), a Delaware corporation (“ Holdings ”), each lender from time to time party thereto, CREDIT SUISSE AG, as administrative agent and as collateral agent, and the L/C Issuers referred to therein, and (ii) Second Lien Credit Agreement, dated as of January 15, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “ Second Lien Credit Agreement ” and together with the First Lien Credit Agreement, each a “ Credit Agreement ” and, collectively, the “ Credit Agreements ”), among the Borrower, Holdings, each lender from time to time party thereto and CREDIT SUISSE AG, as administrative agent and as collateral agent.

This Intercompany Note shall be pledged by each Payee that is a Loan Party pursuant to (i) the First Lien Security Agreement (the “ First Lien Security Agreement ”) among the Borrower, Holdings, the other Grantors (as defined therein) from time to time party thereto,

and CREDIT SUISSE AG, as collateral agent (in such capacity, the “ First Lien Collateral Agent ”) and (ii) the Second Lien Security Agreement (the “ Second Lien Security Agreement ” and, together with the First Lien Security Agreement, each a “ Security Agreement ” and, collectively, the “ Security Agreements ”) among the Borrower, Holdings, the other Grantors (as defined therein) from time to time party thereto, and CREDIT SUISSE AG, as collateral agent (in such capacity, the “ Second Lien Collateral Agent ” and, together with the First Lien Collateral Agent, each a “ Collateral Agent ” and, collectively, the “ Collateral Agents ”). By its entry into this Intercompany Note, each Payor is deemed to have notice of the fact that, and each Payor hereby acknowledges and accepts that, this Intercompany Note has been pledged by the Payee (or is subject to an equivalent or similar security interest in any other relevant jurisdiction) in favor of each Collateral Agent and/or each Secured Party. Each Payor acknowledges and agrees that after the occurrence and during the continuation of an Event of Default, the Collateral Agents and the other Secured Parties may exercise all the rights of each Payee that is a Loan Party under this Intercompany Note and will not be subject to any abatement, reduction, recoupment, defense, setoff or counterclaim available to such Payor.

Each Payee agrees that any and all claims of such Payee against any Payor that is a Loan Party or any endorser of the obligations of any Payor that is a Loan Party under this Intercompany Note, or against any of their respective properties, shall be subordinate and subject in right of payment to the First Lien Obligations (as defined in the First Lien Credit Agreement) and the Second Lien Obligations (as defined in the Second Lien Credit Agreement) (collectively, the “ Senior Debt ”) until the later to occur of: (i) in the case of the First Lien Obligations (as defined in the First Lien Credit Agreement), (x) the termination of the Aggregate Commitments (as defined in the First Lien Credit Agreement) and (y) payment in full of all First Lien Obligations (other than (A) contingent indemnification obligations not yet accrued and payable and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer shall have been made) and (ii) in the case of the Second Lien Obligations (as defined in the Second Lien Credit Agreement), (x) the termination of the Aggregate Commitments (as defined in the Second Lien Credit Agreement) and (y) payment in full of all Second Lien Obligations (other than contingent indemnification obligations not yet accrued and payable) (such later date to occur in clauses (i) and (ii), collectively, “ Payment in Full ”); provided that, in each case, each Payor may make payments to the applicable Payee so long as no Event of Default under any Credit Agreement shall have occurred and be continuing; and provided , further , that, in each case, upon the waiver, remedy or cure of each such Event of Default, so long as no other Event of Default under any Credit Agreement shall have occurred and be then continuing, such payments shall be permitted, including any payment to bring any missed payments during the period of such Event of Default current. Notwithstanding any right of any Payee to ask, demand, sue for, take or receive any payment from any Payor, all rights, Liens and security interests of such Payee, whether now or hereafter arising and howsoever existing, in any assets of any Payor that is a Loan Party (whether constituting part of the Collateral given to the Collateral Agents or any other Secured Party under (i) the First Lien Credit Agreement to secure payment of all or any part of the First Lien Obligations (as defined in the First Lien Credit Agreement) under the First Lien Credit Agreement, the Secured Cash Management Agreements (as defined in the First Lien Credit

Agreement), the Secured Hedge Agreements (as defined in the First Lien Credit Agreement) or otherwise or (ii) the Second Lien Credit Agreement to secure payment of all or any part of the Second Lien Obligations (as defined in the Second Lien Credit Agreement) under the Second Lien Credit Agreement) shall be and hereby are subordinated to the rights of the Collateral Agents and the other Secured Parties under each Credit Agreement in such assets. Except as expressly permitted by each Credit Agreement or the other Loan Documents (as defined in each Credit Agreement), the Payees shall have no right to possession of any such asset or to foreclose upon, or exercise any other remedy in respect of, any such asset, whether by judicial action or otherwise, unless and until Payment in Full.

After the occurrence of and during the continuation of an Event of Default (as defined in either Credit Agreement), if all or any part of the assets of any Payor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of any Payor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any Payor is dissolved or if (except as expressly permitted by the Loan Documents (as defined in each Credit Agreement)) all or substantially all of the assets of any Payor are sold, then, and in any such event, any payment or distribution of any kind or character, whether in cash, securities or other investment property, or otherwise, which shall be payable or deliverable upon or with respect to any indebtedness of such Payor to any Payee (“ Payor Indebtedness ”) shall be paid or delivered directly to the applicable Collateral Agent for application to any of the Senior Debt, due or to become due, until Payment in Full. After the occurrence of and during the continuation of an Event of Default, each Payee that is a Loan Party irrevocably authorizes, empowers and appoints the applicable Collateral Agent (as required by the Intercreditor Agreement) as such Payee’s attorney-in-fact (which appointment is coupled with an interest and is irrevocable) to demand, sue for, collect and receive every such payment or distribution and give acquittance therefor and to make and present for and on behalf of such Payee such proofs of claim and take such other action, in such Collateral Agent’s own names or in the name of such Payee or otherwise, as such Collateral Agent may deem necessary or advisable for the enforcement of this Intercompany Note. After the occurrence of and during the continuation of an Event of Default, each Payee that is a Loan Party also agrees to execute, verify, deliver and file any such proofs of claim in respect of the Payor Indebtedness requested by any Collateral Agent. After the occurrence of and during the continuation of an Event of Default, the Collateral Agents may vote such proofs of claim in any such proceeding (and the applicable Payee shall not be entitled to withdraw such vote), receive and collect any and all dividends or other payments or disbursements made on Payor Indebtedness in whatever form the same may be paid or issued and apply the same on account of any of the Senior Debt in accordance with each Credit Agreement. Upon the occurrence and during the continuation of any Event of Default, should any payment, distribution, security or other investment property or instrument or any proceeds thereof be received by any Payee that is a Loan Party upon or with respect to Payor Indebtedness owing to such Payee prior to Payment in Full, such Payee that is a Loan Party shall receive and hold the same for the benefit of the Secured Parties, and shall forthwith deliver the same to the applicable Collateral Agent (as required by the Intercreditor Agreement), for the benefit of the Secured Parties, in precisely the form received (except for the endorsement or assignment of such Payee where necessary or advisable in such Collateral Agent’s judgment), for application to any of the Senior Debt in accordance with each Credit Agreement, due or not due, and, until so delivered, the same shall be segregated from the other

assets of such Payee for the benefit of the Secured Parties. Upon the occurrence and during the continuance of an Event of Default, if such Payee fails to make any such endorsement or assignment to the Collateral Agents, the applicable Collateral Agent or any of its officers, employees or representatives are hereby irrevocably authorized to make the same. After the occurrence and during the continuation of an Event of Default, each Payee that is a Loan Party agrees that until Payment in Full, such Payee will not (i) assign or transfer, or agree to assign or transfer, to any Person (other than (x) to Holdings, the Borrower or any of their respective Restricted Subsidiaries, (y) in favor of the Collateral Agents for the benefit of the Secured Parties pursuant to the Security Agreements or otherwise or (z) to the holders of Permitted Other Indebtedness (as defined in the First Lien Credit Agreement), Specified Refinancing Debt (as defined in the First Lien Credit Agreement), Permitted Other Indebtedness (as defined in the Second Lien Credit Agreement) and/or Specified Refinancing Debt (as defined in the Second Lien Credit Agreement), in each case to the extent permitted by each Credit Agreement) any claim such Payee has or may have against any Payor, or (ii) otherwise amend, modify, supplement, waive or fail to enforce any subordination provision of this Intercompany Note or the provisions relating to the pledge of this Intercompany Note in favor of the Collateral Agents for the benefit of the Secured Parties.

The Secured Parties shall be third party beneficiaries hereof and shall be entitled to enforce the subordination and other provisions hereof.

This Intercompany Note and the Loan Documents and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Intercompany Note or any Loan Document (except, as to any Loan Document, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the laws of the State of New York.

From time to time after the date hereof, additional Subsidiaries of Holdings may become parties hereto by executing a counterpart signature page to this Intercompany Note (each additional Subsidiary, an “Additional Payor”). Upon delivery of such counterpart signature page to the Payees, notice of which is hereby waived by the other Payors, each Additional Payor shall be a Payor and shall be as fully a party hereto as if such Additional Payor were an original signatory hereof. Each Payor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Payor hereunder. This Intercompany Note shall be fully effective as to any Payor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Payor hereunder.

This Intercompany Note may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

PAYORS:

	[SUBSIDIARY A NAME]


	By
		Name:
		Title:


	[SUBSIDIARY B NAME]

	By
		Name:
		Title:


	[SUBSIDIARY C NAME]


	By
		Name:
		Title:

[ Signature Page to Intercompany Note ]

Pay to the following PAYEES:

	[SUBSIDIARY A NAME]


	By
		Name:
		Title:


	[SUBSIDIARY B NAME]

	By
		Name:
		Title:


	[SUBSIDIARY C NAME]


	By
		Name:
		Title:

[ Signature Page to Intercompany Note ]

EXHIBIT Q

FORM OF INTERCREDITOR AGREEMENT

See attached.

FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT

among

WTG HOLDINGS II CORP.

as Holdings,

WTG HOLDINGS III CORP.

as the Borrower,

the other Grantors party hereto,

CREDIT SUISSE AG,

as Senior Priority Representative for the First Lien Credit Agreement Secured Parties,

CREDIT SUISSE AG,

as Second Priority Representative for the Second Lien Credit Agreement Secured Parties,

and

each additional Representative from time to time party hereto

dated as of January 15, 2014

TABLE OF CONTENTS

		PAGE

ARTICLE 1
DEFINITIONS

Section 1.01. Certain Defined Terms		1
Section 1.02. Terms Generally		14

ARTICLE 2
PRIORITIES AND AGREEMENTS WITH RESPECT TO SHARED COLLATERAL

Section 2.01. Subordination		14
Section 2.02. Nature of Claims		15
Section 2.03. Prohibition on Contesting Liens		16
Section 2.04. No New Liens		16
Section 2.05. Perfection of Liens		17
Section 2.06. Certain Cash Collateral		17

ARTICLE 3
ENFORCEMENT

Section 3.01. Exercise of Remedies		17
Section 3.02. Cooperation		20
Section 3.03. Actions Upon Breach		20

ARTICLE 4
PAYMENTS

Section 4.01. Application of Proceeds		21
Section 4.02. Payments Over		21

ARTICLE 5
OTHER AGREEMENTS

Section 5.01. Releases		21
Section 5.02. Insurance and Condemnation Awards		23
Section 5.03. Certain Amendments		23
Section 5.04. Rights as Unsecured Creditors		26
Section 5.05. Gratuitous Bailee for Perfection		27
Section 5.06. When Discharge of Senior Priority Obligations Deemed to Not Have Occurred		28
Section 5.07. Purchase Right		29

ARTICLE 6
INSOLVENCY OR LIQUIDATION PROCEEDINGS

Section 6.01. Financing Issues		30
Section 6.02. Relief From the Automatic Stay		31
Section 6.03. Adequate Protection		31
Section 6.04. Preference Issues		32
Section 6.05. Separate Grants of Security and Separate Classifications		32
Section 6.06. No Waivers of Rights of Senior Priority Secured Parties		33
Section 6.07. Application		33
Section 6.08. Other Matters		33
Section 6.09. 506(c) Claims		34
Section 6.10. Reorganization Securities		34

ARTICLE 7
RELIANCE; ETC.

Section 7.01. Reliance		34
Section 7.02. No Warranties or Liability		34
Section 7.03. Obligations Unconditional		35

ARTICLE 8
MISCELLANEOUS

Section 8.01. Conflicts		36
Section 8.02. Continuing Nature of This Agreement; Severability		36
Section 8.03. Amendments; Waivers		36
Section 8.04. Information Concerning Financial Condition of Holdings, the Borrower and the Subsidiaries		37
Section 8.05. Subrogation		37
Section 8.06. Application of Payments		37
Section 8.07. Additional Grantors		38
Section 8.08. Dealings With Grantors		38
Section 8.09. Additional Debt Facilities		38
Section 8.10. Notices		40
Section 8.11. Further Assurances		40
Section 8.12. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc.		40
Section 8.13. Binding on Successors and Assigns		42
Section 8.14. Section Titles		42
Section 8.15. Counterparts		42
Section 8.16. Authorization		42
Section 8.17. No Third Party Beneficiaries; Successors And Assigns		42
Section 8.18. Effectiveness		42
Section 8.19. Administrative Agent and Representative		42
Section 8.20. Relative Rights		43
Section 8.21. Survival Of Agreement		43

ANNEX I	—	Form of Grantor Supplement
ANNEX II	—	Form of Second Priority Representative Supplement
ANNEX III	—	Form of Senior Priority Representative Supplement

iii

FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT dated as of January 15, 2014 (this “ Agreement ”), among WTG HOLDINGS II CORP., a Delaware corporation (or any successor thereof) (“ Holdings ”), WTG HOLDINGS III CORP., a Delaware corporation (or any successor thereof) (the “ Borrower ”), the other Grantors (as defined below) party hereto, CREDIT SUISSE AG (“ CS ”) as Representative for the First Lien Credit Agreement Secured Parties (in such capacity and together with its successors in such capacity, the “ First Lien Administrative Agent ”), CS as Representative for the Second Lien Credit Agreement Secured Parties (in such capacity and together with its successors in such capacity, the “ Second Lien Administrative Agent ”), and each additional Senior Priority Representative and Second Priority Representative that from time to time becomes a party hereto pursuant to Section 8.09.

In consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the First Lien Administrative Agent (for itself and on behalf of the First Lien Credit Agreement Secured Parties), the Second Lien Administrative Agent (for itself and on behalf of the Second Lien Credit Agreement Secured Parties) and each additional Senior Priority Representative (for itself and on behalf of the Additional Senior Secured Parties under the applicable Additional Senior Priority Debt Facility) and each additional Second Priority Representative (for itself and on behalf of the Additional Second Priority Secured Parties under the applicable Additional Second Priority Debt Facility) agree as follows:

ARTICLE 1

D EFINITIONS

Section 1.01. Certain Defined Terms. Capitalized terms used but not otherwise defined herein have the meanings set forth in the First Lien Credit Agreement or, if defined in the New York UCC, the meanings specified therein. As used in this Agreement, the following terms have the meanings specified below:

“ Additional Second Priority Debt ” means any Indebtedness that is issued or guaranteed by the Borrower, Holdings and/or any other Grantor (other than Indebtedness constituting Second Lien Credit Agreement Obligations) which Indebtedness and Guarantees are secured by Liens on the Second Priority Collateral (or a portion thereof) having the same priority (but without regard to control of remedies, other than as provided by the terms of the applicable Second Priority Debt Documents) as the Liens securing the Second Lien Credit Agreement Obligations (including, for the avoidance of doubt, any such Indebtedness that Refinances in full the Indebtedness outstanding under the Second Lien Credit Agreement); provided , however , that (i) such Indebtedness is permitted to be incurred, secured and guaranteed on such basis by each Senior Priority Debt Document and Second Priority Debt Document and (ii) the Representative for the holders of such Indebtedness shall have become party to (A) this Agreement pursuant to, and by satisfying the conditions set forth in, Section 8.09 hereof and (B) the Second Lien Intercreditor Agreement; provided , further , that, if such Indebtedness will be the initial Additional Second Priority Debt incurred after the Closing Date, then the Grantors, the Second Lien Administrative Agent and the Representative for such Indebtedness shall have executed and delivered the Second Lien Intercreditor Agreement. Additional

Second Priority Debt shall include any Registered Equivalent Notes and Guarantees thereof by the Grantors issued in exchange therefor.

“ Additional Second Priority Debt Documents ” means, with respect to any series, issue or class of Additional Second Priority Debt, the promissory notes, credit agreements, loan agreements, note purchase agreements, indentures or other operative agreements evidencing or governing such Indebtedness or the Liens securing such Indebtedness, including the Second Priority Collateral Documents.

“ Additional Second Priority Debt Facility ” means each credit agreement, loan agreement, note purchase agreement, indenture or other governing agreement with respect to any Additional Second Priority Debt.

“ Additional Second Priority Obligations ” means, with respect to any series, issue or class of Additional Second Priority Debt, (a) all advances to, and debts, liabilities, obligations, covenants and duties of, Holdings, the Borrower or any other Grantor arising under or with respect to any such Additional Second Priority Debt, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees, which accrue after the commencement of any Bankruptcy Case or which would accrue but for the operation of Debtor Relief Laws, whether or not allowed or allowable as a claim in any such proceeding, (b) all other amounts payable to the related Additional Second Priority Secured Parties under the related Additional Second Priority Debt Documents and (c) any renewals or extensions of the foregoing.

“ Additional Second Priority Secured Parties ” means, with respect to any series, issue or class of Additional Second Priority Debt, the holders of such Indebtedness or any other Additional Second Priority Obligation, the Representative with respect thereto, any trustee or agent therefor under any related Additional Second Priority Debt Documents and the beneficiaries of each indemnification obligation undertaken by the Borrower or any other Grantor under any related Additional Second Priority Debt Documents.

“ Additional Senior Priority Debt ” means any Indebtedness that is issued or guaranteed by the Borrower, Holdings and/or any other Grantor (other than Indebtedness constituting First Lien Credit Agreement Obligations) which Indebtedness and Guarantees are secured by Liens on the Senior Priority Collateral (or a portion thereof) having the same priority (but without regard to control of remedies) as the Liens securing the First Lien Credit Agreement Obligations (including, for the avoidance of doubt, any such Indebtedness that Refinances in full the Indebtedness outstanding under the First Lien Credit Agreement); provided , however , that (i) such Indebtedness is permitted to be incurred, secured and guaranteed on such basis by each Senior Priority Debt Document and Second Priority Debt Document and (ii) the Representative for the holders of such Indebtedness shall have become party to (A) this Agreement pursuant to, and by satisfying the conditions set forth in, Section 8.09 hereof and (B) the First Lien Intercreditor Agreement; provided , further , that, if such Indebtedness will be the initial Additional Senior Priority Debt incurred after the Closing Date, then the Grantors, the First Lien Administrative Agent and the Representative for such Indebtedness shall have

executed and delivered the First Lien Intercreditor Agreement. Additional Senior Priority Debt shall include any Registered Equivalent Notes and Guarantees thereof by the Grantors issued in exchange therefor.

“ Additional Senior Priority Debt Documents ” means, with respect to any series, issue or class of Additional Senior Priority Debt, the promissory notes, credit agreements, loan agreements, indentures, or other operative agreements evidencing or governing such Indebtedness or the Liens securing such Indebtedness, including the Senior Priority Collateral Documents.

“ Additional Senior Priority Debt Facility ” means each credit agreement, loan agreement, note purchase agreement, indenture or other governing agreement with respect to any Additional Senior Priority Debt.

“ Additional Senior Priority Debt Obligations ” means, with respect to any series, issue or class of Additional Senior Priority Debt, (a) all advances to, and debts, liabilities, obligations, covenants and duties of, Holdings, the Borrower or any other Grantor arising under or with respect to any such Additional Senior Priority Debt, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees, which accrue after the commencement of any Bankruptcy Case or which would accrue but for the operation of Debtor Relief Laws, whether or not allowed or allowable as a claim in any such proceeding, (b) all other amounts payable to the related Additional Senior Secured Parties under the related Additional Senior Priority Debt Documents and (c) any renewals or extensions of the foregoing.

“ Additional Senior Secured Parties ” means, with respect to any series, issue or class of Additional Senior Priority Debt, the holders of such Indebtedness or any other Additional Senior Priority Debt Obligation, the Representative with respect thereto, any trustee or agent therefor under any related Additional Senior Priority Debt Documents and the beneficiaries of each indemnification obligation undertaken by the Borrower or any other Grantor under any related Additional Senior Priority Debt Documents.

“ Agreement ” has the meaning assigned to such term in the introductory paragraph of this Agreement.

“ Bankruptcy Case ” means a case under the Bankruptcy Code or any other Debtor Relief Law.

“ Bankruptcy Code ” means Title 11 of the United States Code, as amended.

“ Borrower ” has the meaning assigned to such term in the introductory paragraph of this Agreement.

“ Class Debt ” has the meaning assigned to such term in Section 8.09.

“ Class Debt Parties ” has the meaning assigned to such term in Section 8.09.

“ Class Debt Representatives ” has the meaning assigned to such term in Section 8.09.

“ Closing Date ” means January 15, 2014.

“ Collateral ” means the Senior Priority Collateral and the Second Priority Collateral.

“ Collateral Documents ” means the Senior Priority Collateral Documents and the Second Priority Collateral Documents.

“ Computer Software ” means all computer software, programs and databases (including, without limitation, source code, object code and all related applications and data files), firmware and documentation and materials relating thereto, together with any and all maintenance rights, service rights, programming rights, hosting rights, test rights, improvement rights, renewal rights and indemnification rights and any substitutions, replacements, improvements, error corrections, updates and new versions of any of the foregoing.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ Copyrights ” means all copyrights, including, without limitation, copyrights in Computer Software, internet web sites and the content thereof, whether registered or unregistered.

“ CS ” has the meaning assigned to such term in the introductory paragraph of this Agreement.

“ Debt Facility ” means any Senior Priority Debt Facility and any Second Priority Debt Facility.

“ Debtor Relief Laws ” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“ Designated Second Priority Representative ” means (i) the Second Lien Administrative Agent, so long as the Second Priority Debt Facility under the Second Lien Credit Agreement is the only Second Priority Debt Facility under this Agreement and (ii) at any time when clause (i) does not apply, the “Applicable Authorized Representative” (or like term as defined in the Second Lien Intercreditor Agreement) at such time.

“ Designated Senior Priority Representative ” means (i) the First Lien Administrative Agent, so long as the Senior Priority Debt Facility under the First Lien

Credit Agreement is the only Senior Priority Debt Facility under this Agreement, (ii) the “Administrative Agent” (or like term) under any Senior Priority Debt Facility that Refinances in full the Indebtedness outstanding under the First Lien Credit Agreement, so long as the Senior Priority Debt Facility under such Senior Priority Debt Facility is the only Senior Priority Debt Facility under this Agreement, and (iii) at any time when clause (i) or (ii) does not apply, the “Applicable Authorized Representative” (or like term as defined in the First Lien Intercreditor Agreement) at such time.

“ DIP Cap Amount ” means, at any time, an amount equal to (A) 115% of the sum of (i) $580,000,000 plus (ii) the aggregate principal amount of Indebtedness of the Borrower and its Subsidiaries (and unutilized commitments in respect thereof) constituting Indebtedness for borrowed money incurred in accordance with Section 2.14(a) of the First Lien Credit Agreement (and not in excess of the amount permitted under such provision on the date hereof) (or in accordance with any corresponding provision of any Additional Senior Priority Debt Document that Refinances in full the Indebtedness outstanding under the First Lien Credit Agreement) outstanding at such time plus (iii) the aggregate principal amount of Permitted Other First Lien Indebtedness (or comparable term in any Additional Senior Priority Debt Document that Refinances in full the Indebtedness outstanding under the First Lien Credit Agreement) of the Borrower and its Subsidiaries (and unutilized commitments in respect thereof) constituting Indebtedness for borrowed money incurred pursuant to Section 7.03(s) of the First Lien Credit Agreement (and not in excess of the amount permitted under such provision on the date hereof) (or pursuant to any corresponding provision of any Additional Senior Priority Debt Document that Refinances in full the Indebtedness outstanding under the First Lien Credit Agreement) outstanding at such time plus (B) 100% of Senior Cash Management Obligations and Senior Hedge Obligations outstanding at such time plus (C) the aggregate amount of all unpaid accrued interest, paid in kind amounts and premium on any Indebtedness constituting Senior Priority Obligations then outstanding plus (D) the aggregate amount of fees and expenses incurred by Holdings, the Borrower and its Subsidiaries in connection with the incurrence of any Indebtedness constituting Senior Priority Obligations then outstanding.

“ DIP Financing ” has the meaning assigned to such term in Section 6.01.

“ Discharge ” means, with respect to any Shared Collateral and any Debt Facility, the date on which such Debt Facility and the Senior Priority Obligations or Second Priority Obligations thereunder, as the case may be, are no longer secured by such Shared Collateral pursuant to the terms of the documentation governing such Debt Facility. The term “ Discharged ” shall have a corresponding meaning.

“ Discharge of First Lien Credit Agreement Obligations ” means, with respect to any Shared Collateral, the Discharge of the First Lien Credit Agreement Obligations with respect to such Shared Collateral; provided that the Discharge of First Lien Credit Agreement Obligations shall not be deemed to have occurred in connection with a Refinancing of such First Lien Credit Agreement Obligations with an Additional Senior Priority Debt Facility secured by such Shared Collateral under one or more Additional Senior Priority Debt Documents which has been designated in writing by the

“Administrative Agent” (under the First Lien Credit Agreement so Refinanced) to the Designated Senior Priority Representative as the “First Lien Credit Agreement” for purposes of this Agreement, to the extent such Refinancing is permitted hereunder.

“ Discharge of Senior Priority Obligations ” means the date on which the Discharge of First Lien Credit Agreement Obligations and the Discharge of each Additional Senior Priority Debt Facility has occurred.

“ Disposition ” means any sale, assignment, transfer, license, lease or other disposition.

“ Excluded Swap Obligations ” means the “Excluded Swap Obligations” (or corresponding defined term) as defined in the First Lien Credit Agreement or in any Additional Senior Priority Debt Document that Refinances in full the Indebtedness outstanding under the First Lien Credit Agreement.

“ First Lien Administrative Agent ” has the meaning assigned to such term in the introductory paragraph of this Agreement and shall include any successor administrative agent and collateral agent as provided in Article IX of the First Lien Credit Agreement.

“ First Lien Cap ” means the “First Lien Cap” (or corresponding defined term) as defined in the Second Lien Credit Agreement or in any Additional Second Priority Debt Document that Refinances in full the Indebtedness outstanding under the Second Lien Credit Agreement.

“ First Lien Credit Agreement ” means that certain First Lien Credit Agreement, dated as of January 15, 2014, among Holdings, the Borrower, the lenders from time to time party thereto, CS, as administrative agent, and the other parties thereto.

“ First Lien Credit Agreement Loan Documents ” means the First Lien Credit Agreement and the other “Loan Documents” as defined in the First Lien Credit Agreement.

“ First Lien Credit Agreement Obligations ” means the “First Lien Obligations” as defined in the First Lien Credit Agreement.

“ First Lien Credit Agreement Secured Parties ” means the “Secured Parties” as defined in the First Lien Credit Agreement.

“ First Lien Intercreditor Agreement ” means a customary intercreditor agreement in form and substance reasonably acceptable to the Senior Priority Representative with respect to each Senior Priority Debt Facility in existence at the time such intercreditor

agreement is entered into and the Borrower, and which provides that the Liens securing all Indebtedness covered thereby shall be of equal priority (but without regard to the control of remedies).

“ Grantors ” means Holdings, the Borrower and each Subsidiary that has granted a security interest pursuant to any Collateral Document to secure any Secured Obligations.

“ Holdings ” has the meaning assigned to such term in the introductory paragraph of this Agreement.

“ Indebtedness ” has the meaning assigned to such term in the First Lien Credit Agreement.

“ Insolvency or Liquidation Proceeding ” means:

(i) any case commenced by or against the Borrower or any other Grantor under any Debtor Relief Law, any other proceeding for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of the Borrower or any other Grantor, any receivership or assignment for the benefit of creditors relating to the Borrower or any other Grantor or any similar case or proceeding relative to the Borrower or any other Grantor or its creditors, as such, in each case whether or not voluntary;

(ii) any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to the Borrower or any other Grantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or

(iii) any other proceeding of any type or nature in which substantially all claims of creditors of the Borrower or any other Grantor are determined and any payment or distribution is or may be made on account of such claims.

“ Intellectual Property ” means Copyrights, Patents and Trademarks.

“ Joinder Agreement ” means a supplement to this Agreement in the form of Annex II or Annex III hereof required to be delivered by a Representative to the Designated Senior Priority Representative or Designated Second Priority Representative, as the case may be, pursuant to Section 8.09 hereof in order to include an additional Debt Facility hereunder and to become the Representative hereunder for the Senior Priority Secured Parties or Second Priority Secured Parties, as the case may be, under such Debt Facility.

“ Lien ” means any mortgage, lease, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any capitalized lease having substantially the same economic effect as any of the foregoing).

“ Major Second Priority Representative ” means, with respect to any Shared Collateral, the Second Priority Representative of the series of Second Priority Obligations that constitutes the largest outstanding principal amount of any then outstanding series of Second Priority Obligations with respect to such Shared Collateral.

“ New York UCC ” means the Uniform Commercial Code as from time to time in effect in the State of New York.

“ Officer’s Certificate ” has the meaning assigned to such term in Section 8.08.

“ Patents ” means all patents, patent applications and utility models, all inventions and improvements claimed therein and the right to claim any inventions disclosed but unclaimed therein.

“ Permitted Other First Lien Indebtedness ” has the meaning assigned to such term in the First Lien Credit Agreement as in effect on the date hereof.

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ Pledged or Controlled Collateral ” has the meaning assigned to such term in Section 5.05(a).

“ Proceeds ” means the proceeds of any sale, collection or other liquidation of Shared Collateral and any payment or distribution made in respect of Shared Collateral in a Bankruptcy Case and any amounts received by any Senior Priority Representative or any Senior Priority Secured Party from a Second Priority Secured Party in respect of Shared Collateral pursuant to this Agreement.

“ Pro Forma Effect ” has the meaning assigned to such term in the First Lien Credit Agreement as in effect on the date hereof.

“ Purchase Event ” has the meaning assigned to such term in Section 5.07.

“ Recovery ” has the meaning assigned to such term in Section 6.04.

“ Refinance ” means, in respect of any Indebtedness, to refinance, extend, renew, defease, amend, increase, modify, supplement, restructure, refund, replace or repay, or to issue other indebtedness or enter alternative financing arrangements, in exchange or replacement for such indebtedness (in whole or in part), including by adding or replacing lenders, creditors, agents, borrowers and/or guarantors, and including in each case, but

not limited to, after the original instrument giving rise to such Indebtedness has been terminated and including, in each case, through any credit agreement, loan agreement, note purchase agreement, indenture or other agreement. “ Refinanced ” and “ Refinancing ” have correlative meanings.

“ Registered Equivalent Notes ” means, with respect to any notes originally issued in a Rule 144A or other private placement transaction under the Securities Act of 1933, substantially identical notes (having the same Guarantees) issued in a dollar for dollar exchange therefor pursuant to an exchange offer registered with the SEC.

“ Representatives ” means the Senior Priority Representatives and the Second Priority Representatives.

“ SEC ” means the United States Securities and Exchange Commission and any successor agency thereto.

“ Second Lien Administrative Agent ” has the meaning assigned to such term in the introductory paragraph of this Agreement and shall include any successor administrative agent and collateral agent as provided in Article IX of the Second Lien Credit Agreement.

“ Second Lien Cap ” means the “Second Lien Cap” as defined in the First Lien Credit Agreement or any corresponding provision of any Additional Senior Priority Debt Document that Refinances in full the Indebtedness outstanding under the First Lien Credit Agreement.

“ Second Lien Credit Agreement ” means that certain Second Lien Credit Agreement, dated as of January 15, 2014, among Holdings, the Borrower, the lenders from time to time party thereto, CS, as administrative agent, and the other parties thereto.

“ Second Lien Credit Agreement Loan Documents ” means the Second Lien Credit Agreement and the other “Loan Documents” as defined in the Second Lien Credit Agreement.

“ Second Lien Credit Agreement Obligations ” means the “Second Lien Obligations” as defined in the Second Lien Credit Agreement.

“ Second Lien Credit Agreement Secured Parties ” means the “Secured Parties” as defined in the Second Lien Credit Agreement.

“ Second Lien Intercreditor Agreement ” means a customary intercreditor agreement in form and substance reasonably acceptable to the Second Priority Representative with respect to each Second Priority Debt Facility in existence at the time such intercreditor agreement is entered into and the Borrower, and which provides that the Liens securing all Indebtedness covered thereby shall be of equal priority (but without regard to the control of remedies).

“ Second Priority Class Debt ” has the meaning assigned to such term in Section 8.09.

“ Second Priority Class Debt Parties ” has the meaning assigned to such term in Section 8.09.

“ Second Priority Class Debt Representative ” has the meaning assigned to such term in Section 8.09.

“ Second Priority Collateral ” means any “Collateral” as defined in any Second Lien Credit Agreement Loan Document or any other Second Priority Debt Document or any other assets of Holdings, the Borrower or any other Grantor with respect to which a Lien is granted or purported to be granted pursuant to a Second Priority Collateral Document as security for any Second Priority Obligation.

“ Second Priority Collateral Documents ” means the “Collateral Documents” as defined in the Second Lien Credit Agreement, the Second Lien Intercreditor Agreement (upon and after the initial execution and delivery thereof by the initial parties thereto) and each of the security agreements and other instruments and documents executed and delivered by Holdings, the Borrower or any other Grantor for purposes of providing collateral security for any Second Priority Obligation.

“ Second Priority Debt Documents ” means (a) the Second Lien Credit Agreement Loan Documents and (b) any Additional Second Priority Debt Documents.

“ Second Priority Debt Facilities ” means the Second Lien Credit Agreement and any Additional Second Priority Debt Facilities.

“ Second Priority Enforcement Date ” means, with respect to any Second Priority Representative, the date which is 180 days (through which 180 day period such Second Priority Representative was the Major Second Priority Representative) after the occurrence of both (i) an Event of Default (under and as defined in the Second Priority Debt Document for which such Second Priority Representative has been named as Representative) and (ii) the Designated Senior Priority Representative’s and each other Representative’s receipt of written notice from such Second Priority Representative that (x) such Second Priority Representative is the Major Second Priority Representative and that an Event of Default (under and as defined in the Second Priority Debt Document for which such Second Priority Representative has been named as Representative) has occurred and is continuing and (y) the Second Priority Obligations of the series with respect to which such Second Priority Representative is the Second Priority Representative are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of the applicable Second Priority Debt Document; provided that the Second Priority Enforcement Date shall be stayed and shall not occur and shall be deemed not to have occurred with respect to any Shared Collateral (1) at any time the Designated Senior Priority Representative has commenced and is diligently pursuing any enforcement action with respect to such Shared Collateral or (2) at any time any Grantor which has granted a security interest in such Shared Collateral is

then a debtor under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding.

“ Second Priority Lien ” means the Liens on the Second Priority Collateral in favor of Second Priority Secured Parties under the Second Priority Collateral Documents.

“ Second Priority Obligations ” means the Second Lien Credit Agreement Obligations and any Additional Second Priority Obligations ( provided , that Second Priority Obligations shall exclude any such obligations the incurrence of which was not permitted under this Agreement and under each Senior Priority Debt Document extant at the time of the incurrence or issuance thereof).

“ Second Priority Representative ” means (i) in the case of any Second Lien Credit Agreement Obligations or the Second Lien Credit Agreement Secured Parties, the Second Lien Administrative Agent and (ii) in the case of any Additional Second Priority Debt Facility and the Additional Second Priority Secured Parties thereunder, the trustee, administrative agent, collateral agent, security agent or similar agent under such Additional Second Priority Debt Facility that is named as the Representative in respect of such Additional Second Priority Debt Facility in the applicable Joinder Agreement.

“ Second Priority Secured Parties ” means the Second Lien Credit Agreement Secured Parties and any Additional Second Priority Secured Parties.

“ Secured Obligations ” means the Senior Priority Obligations and the Second Priority Obligations.

“ Secured Parties ” means the Senior Priority Secured Parties and the Second Priority Secured Parties.

“ Senior Cash Management Agreement ” means a “Secured Cash Management Agreement” (or corresponding defined term) as defined in the First Lien Credit Agreement or in any Additional Senior Priority Debt Document that Refinances in full the Indebtedness outstanding under the First Lien Credit Agreement.

“ Senior Cash Management Obligations ” means all advances to, and debts, liabilities, obligations, covenants and duties of, Holdings, the Borrower or any other Grantor arising under or with respect to any Senior Cash Management Agreement, other than any such obligations excluded by the proviso to the definition of Secured Cash Management Agreement in the First Lien Credit Agreement (without giving effect to any modifications of said proviso that would result in an increase in the amount of Senior Cash Management Obligations), in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees, which accrue after the commencement of any Bankruptcy Case or which would accrue but for the operation of Debtor Relief Laws, whether or not allowed or allowable as a claim in any such proceeding. For the avoidance of doubt, Senior Cash Management Obligations are included in the First Lien Credit Agreement Obligations and may in the future be included in the Additional Senior Priority Debt Obligations.

“ Senior Hedge Agreement ” means the “Secured Hedge Agreement” as defined in the First Lien Credit Agreement or any corresponding provision of any Additional Senior Priority Debt Document that Refinances in full the Indebtedness outstanding under the First Lien Credit Agreement.

“ Senior Hedge Obligations ” means all advances to, and debts, liabilities, obligations, covenants and duties of, Holdings, the Borrower or any other Grantor arising under or with respect to any Secured Hedge Agreement, other than Excluded Swap Obligations, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees, which accrue after the commencement of any Bankruptcy Case or which would accrue but for the operation of Debtor Relief Laws, whether or not allowed or allowable as a claim in any such proceeding. For the avoidance of doubt, Senior Hedge Obligations are currently included in the First Lien Credit Agreement Obligations and may in the future be included in the Additional Senior Priority Debt Obligations.

“ Senior Lien ” means the Liens on the Senior Priority Collateral in favor of the Senior Priority Secured Parties under the Senior Priority Collateral Documents.

“ Senior Priority Cap Amount ” means, at any time, an amount equal to (w) 100% of the First Lien Cap, plus (x) 100% of outstanding Senior Cash Management Obligations and Senior Hedge Obligations, plus (y) the amount of any unpaid accrued interest, paid in kind amounts and premium on any Indebtedness constituting Senior Priority Obligations then outstanding, plus (z) the aggregate amount of fees and expenses incurred by Holdings, the Borrower and its Subsidiaries in connection with the incurrence of any Indebtedness constituting Senior Priority Obligations then outstanding.

“ Senior Priority Class Debt ” has the meaning assigned to such term in Section 8.09.

“ Senior Priority Class Debt Parties ” has the meaning assigned to such term in Section 8.09.

“ Senior Priority Class Debt Representative ” has the meaning assigned to such term in Section 8.09.

“ Senior Priority Collateral ” means any “Collateral” as defined in any First Lien Credit Agreement Loan Document or any other Senior Priority Debt Document or any other assets of Holdings, the Borrower or any other Grantor with respect to which a Lien is granted or purported to be granted pursuant to a Senior Priority Collateral Document as security for any Senior Priority Obligations.

“ Senior Priority Collateral Documents ” means the “Collateral Documents” as defined in the First Lien Credit Agreement, the First Lien Intercreditor Agreement (upon and after the initial execution and delivery thereof by the initial parties thereto) and each of the security agreements and other instruments and documents executed and delivered

by Holdings, the Borrower or any other Grantor for purposes of providing collateral security for any Senior Priority Obligation.

“ Senior Priority Debt Documents ” means (a) the First Lien Credit Agreement Loan Documents and (b) any Additional Senior Priority Debt Documents.

“ Senior Priority Debt Facilities ” means the First Lien Credit Agreement and any Additional Senior Priority Debt Facilities.

“ Senior Priority Obligations ” means the First Lien Credit Agreement Obligations and any Additional Senior Priority Debt Obligations ( provided , that Senior Priority Obligations shall exclude any such obligations the incurrence of which was not permitted under this Agreement and under each Second Priority Debt Document extant at the time of the incurrence or issuance thereof).

“ Senior Priority Representative ” means (i) in the case of any First Lien Credit Agreement Obligations or the First Lien Credit Agreement Secured Parties, the First Lien Administrative Agent and (ii) in the case of any Additional Senior Priority Debt Facility and the Additional Senior Secured Parties thereunder, the trustee, administrative agent, collateral agent, security agent or similar agent under such Additional Senior Priority Debt Facility that is named as the Representative in respect of such Additional Senior Priority Debt Facility in the applicable Joinder Agreement.

“ Senior Priority Secured Parties ” means the First Lien Credit Agreement Secured Parties and any Additional Senior Secured Parties.

“ Shared Collateral ” means, at any time, Collateral in which the holders of Senior Priority Obligations under at least one Senior Priority Debt Facility (or their Representatives) and the holders of Second Priority Obligations under at least one Second Priority Debt Facility (or their Representatives) hold a security interest at such time (or, in the case of the Senior Priority Debt Facilities, are deemed pursuant to Article 2 to hold a security interest). If, at any time, any portion of the Senior Priority Collateral under one or more Senior Priority Debt Facilities does not constitute Second Priority Collateral under one or more Second Priority Debt Facilities, then such portion of such Senior Priority Collateral shall constitute Shared Collateral only with respect to the Second Priority Debt Facilities for which it constitutes Second Priority Collateral and shall not constitute Shared Collateral for any Second Priority Debt Facility which does not have a security interest in such Collateral at such time.

“ Subsidiary ” or to “ Subsidiaries ” shall refer to a Subsidiary or Subsidiaries of the Borrower.

“ Swap Termination Value ” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Senior Priority Secured Party or an affiliate of a Senior Priority Secured Party).

“ Trademarks ” means all trademarks, service marks, domain names, trade dress, logos, designs, slogans, trade names, business names, corporate names and other source identifiers, whether registered or unregistered, together, in each case, with the goodwill of the business connected with the use thereof and symbolized thereby.

“ Uniform Commercial Code ” means, unless otherwise specified, the Uniform Commercial Code as from time to time in effect in the State of New York.

Section 1.02. Terms Generally. The rules of interpretation set forth in Sections 1.02, 1.03 and 1.05 of the First Lien Credit Agreement are incorporated herein mutatis mutandis .

ARTICLE 2

P RIORITIES AND AGREEMENTS WITH RESPECT TO SHARED COLLATERAL

Section 2.01. Subordination. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Second Priority Representative or any Second Priority Secured

Parties on the Shared Collateral or of any Liens granted to any Senior Priority Representative or any other Senior Priority Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) and notwithstanding any provision of the UCC, any applicable law, any Second Priority Debt Document or any Senior Priority Debt Document or any other circumstance whatsoever, each Second Priority Representative, on behalf of itself and each Second Priority Secured Party under its Second Priority Debt Facility, hereby agrees that (a) any Lien on the Shared Collateral securing any Senior Priority Obligations now or hereafter held by or on behalf of any Senior Priority Representative or any other Senior Priority Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing any Second Priority Obligations and (b) any Lien on the Shared Collateral securing any Second Priority Obligations now or hereafter held by or on behalf of any Second Priority Representative, any Second Priority Secured Parties or any other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing any Senior Priority Obligations. All Liens on the Shared Collateral securing any Senior Priority Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Obligations for all purposes, whether or not such Liens securing any Senior Priority Obligations are subordinated to any Lien securing any other obligation of the Borrower, any Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed.

Section 2.02. Nature of Claims . (a) Each Second Priority Representative, on behalf of itself and each Second Priority Secured Party under its Second Priority Debt Facility, acknowledges that (x) a portion of the Senior Priority Obligations is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (y) subject to Section 5.03(c), the terms of the Senior Priority Debt Documents and the Senior Priority Obligations may be amended, restated, amended and restated, supplemented or otherwise modified, and the Senior Priority Obligations, or a portion thereof, may be Refinanced from time to time and (z) the aggregate amount of the Senior Priority Obligations may be increased, in each case, without notice to or consent by the Second Priority Representatives or the Second Priority Secured Parties and without affecting the provisions hereof, except as otherwise expressly set forth herein.

(b) Each Senior Priority Representative, on behalf of itself and each Senior Priority Secured Party under its Senior Priority Debt Facility, acknowledges that (x) subject to Section 5.03(d), the terms of the Second Priority Debt Documents and the Second Priority Obligations may be amended, restated, amended and restated, supplemented or otherwise modified, and the Second Priority Obligations, or a portion thereof, may be Refinanced from time to time and (y) the aggregate amount of the Second Priority Obligations may be increased, in each case, without notice to or consent by the Second Priority Representatives or the Second Priority Secured Parties and without affecting the provisions hereof, except as otherwise expressly set forth herein.

(c) The Lien priorities provided for in Section 2.01 shall not be altered or otherwise affected by any amendment, restatement, amendment and restatement, supplement or other modification, or any Refinancing, of either the Senior Priority Obligations or the Second Priority Obligations, or any portion thereof, to the extent such amendment, restatement, amendment and restatement, supplement or other modification or Refinancing is permitted hereunder. As between Holdings, the Borrower and the other Grantors and the Second Priority Secured Parties, the foregoing provisions will not limit or otherwise affect the obligations of Holdings, the Borrower and the other Grantors contained in any Second Priority Debt Document with respect to the incurrence of additional Senior Priority Obligations. As between Holdings, the Borrower and the other Grantors and the Senior Priority Secured Parties, the foregoing provisions will not limit or otherwise affect the obligations of Holdings, the Borrower and the other Grantors contained in any Senior Priority Debt Document with respect to the incurrence of additional Second Priority Obligations.

Section 2.03. Prohibition on Contesting Liens. Each of the Second Priority Representatives, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any Senior Priority Obligations held (or purported to be held) by or on behalf of any Senior Priority Representative or any of the other Senior Priority Secured Parties or other agent or trustee therefor in any Senior Priority Collateral, and each Senior Priority Representative, for itself and on behalf of each Senior Priority Secured Party under its Senior Priority Debt Facility, agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any Second Priority Obligations held (or purported to be held) by or on behalf of any of any Second Priority Representative or any of the Second Priority Secured Parties in the Second Priority Collateral. Notwithstanding the foregoing, no provision in this Agreement shall be construed to prevent or impair the rights of any Senior Priority Representative to enforce this Agreement (including the priority of the Liens securing the Senior Priority Obligations as provided in Section 2.01) or any of the Senior Priority Debt Documents.

Section 2.04. No New Liens. The parties hereto agree that, so long as the Discharge of Senior Priority Obligations has not occurred, (a) none of the Grantors shall grant any additional Liens on any asset or property of any Grantor to secure any Second Priority Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Priority Obligations; and (b) if any Second Priority Representative or any Second Priority Secured Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Obligations that are not also subject to the Liens securing all Senior Priority Obligations under the Senior Priority Collateral Documents, such Second Priority Representative or Second Priority Secured Party (i) shall notify the Designated Senior Priority Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Priority Representative as security for the

Senior Priority Obligations, shall assign such Lien to the Designated Senior Priority Representative as security for all Senior Priority Obligations for the benefit of the Senior Priority Secured Parties (but may retain a junior Lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Priority Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Priority Representative and the other Senior Priority Secured Parties as security for the Senior Priority Obligations.

Section 2.05. Perfection of Liens. Except for the limited agreements of the Senior Priority Representatives pursuant to Section 5.05 hereof, none of the Senior Priority Representatives or the Senior Priority Secured Parties shall be responsible for perfecting and maintaining the perfection of Liens with respect to the Shared Collateral for the benefit of the Second Priority Representatives or the Second Priority Secured Parties. The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior Priority Secured Parties and the Second Priority Secured Parties and shall not impose on the Senior Priority Representatives, the Senior Priority Secured Parties, the Second Priority Representatives, the Second Priority Secured Parties or any agent or trustee therefor any obligations in respect of the disposition of proceeds of any Shared Collateral which would conflict with prior perfected claims therein in favor of any other Person or any order or decree of any court or governmental authority or any applicable law.

Section 2.06. Certain Cash Collateral. Notwithstanding anything in this Agreement or any other Senior Priority Debt Documents or Second Priority Debt Documents to the contrary, collateral consisting of cash and deposit account balances pledged to secure First Lien Credit Agreement Obligations (or corresponding defined term in any Additional Senior Priority Debt Document that Refinances in full the Indebtedness outstanding under the First Lien Credit Agreement) consisting of reimbursement obligations in respect of letters of credit or bank guarantees or otherwise held by the First Lien Administrative Agent pursuant to Section 2.15 of the First Lien Credit Agreement (or by the “Administrative Agent” (or like term any Additional Senior Priority Debt Document that Refinances in full the Indebtedness outstanding under the First Lien Credit Agreement) under any equivalent successor provision) shall be applied as specified in the First Lien Credit Agreement or such Additional Senior Priority Debt Document and will not constitute Shared Collateral.

ARTICLE 3

E NFORCEMENT

Section 3.01. Exercise of Remedies . (a) So long as the Discharge of Senior Priority Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor, (i) neither any Second Priority Representative nor any Second Priority Secured Party will (x) exercise or seek to exercise any rights or remedies (including setoff) with respect to any Shared Collateral in respect of any Second Priority Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or other action

brought with respect to the Shared Collateral or any other Senior Priority Collateral by any Senior Priority Representative or any Senior Priority Secured Party in respect of the Senior Priority Obligations, the exercise of any right by any Senior Priority Representative or any Senior Priority Secured Party (or any agent or sub-agent on their behalf) in respect of the Senior Priority Obligations under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Senior Priority Representative or any Senior Priority Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party of any rights and remedies relating to the Shared Collateral under the Senior Priority Debt Documents or otherwise in respect of the Senior Priority Collateral or the Senior Priority Obligations or (z) object to the forbearance by the Senior Priority Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Shared Collateral in respect of Senior Priority Obligations and (ii) except as otherwise provided herein, the Senior Priority Representatives and the Senior Priority Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Shared Collateral or any other Senior Priority Collateral without any consultation with or the consent of any Second Priority Representative or any Second Priority Secured Party; provided , however , that (A) in any Insolvency or Liquidation Proceeding commenced by or against Holdings, the Borrower or any other Grantor, any Second Priority Representative may file a claim or statement of interest with respect to the Second Priority Obligations under its Second Priority Debt Facility, (B) any Second Priority Representative may take any action (not adverse to the prior Liens on the Shared Collateral securing the Senior Priority Obligations or the rights of the Senior Priority Representatives or the Senior Priority Secured Parties to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Shared Collateral, (C) any Second Priority Representative and the Second Priority Secured Parties may exercise their rights and remedies as unsecured creditors, as provided in Section 5.04 (D) any Second Priority Representative may exercise the rights and remedies provided for in Section 6.03 and (E) from and after the Second Priority Enforcement Date, the Major Second Priority Representative (or such other Person, if any, as is so authorized under the Second Lien Intercreditor Agreement) may exercise or seek to exercise any rights or remedies (including setoff) with respect to any Shared Collateral in respect of any Second Priority Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), but only so long as (1) the Designated Senior Priority Representative has not commenced and is not diligently pursuing any enforcement action with respect to such Shared Collateral or (2) any Grantor which has granted a security interest in such Shared Collateral is not then a debtor under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding. In exercising rights and remedies with respect to the Senior Priority Collateral, the Senior Priority Representatives and the Senior Priority Secured Parties may enforce the provisions of the Senior Priority Debt Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed

by them to sell or otherwise dispose of Shared Collateral upon foreclosure, to incur expenses in connection with such sale or disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Debtor Relief Laws of any applicable jurisdiction.

(b) So long as the Discharge of Senior Priority Obligations has not occurred, each Second Priority Representative, on behalf of itself and each Second Priority Secured Party under its Second Priority Debt Facility, agrees that it will not, in the context of its role as secured creditor, take or receive any Shared Collateral or any proceeds of Shared Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Shared Collateral in respect of Second Priority Obligations. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Priority Obligations has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.01(a), the sole right of the Second Priority Representatives and the Second Priority Secured Parties with respect to the Shared Collateral is to hold a Lien on the Shared Collateral in respect of Second Priority Obligations pursuant to the Second Priority Debt Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Priority Obligations has occurred.

(c) Subject to the proviso in clause (ii) of Section 3.01(a), (i) each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that neither such Second Priority Representative nor any such Second Priority Secured Party will take any action that would hinder any exercise of remedies undertaken by any Senior Priority Representative or any Senior Priority Secured Party with respect to the Shared Collateral under the Senior Priority Debt Documents, including any Disposition of the Shared Collateral, whether by foreclosure or otherwise, and (ii) each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby waives any and all rights it or any such Second Priority Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the Senior Priority Representatives or the Senior Priority Secured Parties seek to enforce or collect the Senior Priority Obligations or the Liens granted on any of the Senior Priority Collateral, regardless of whether any action or failure to act by or on behalf of any Senior Priority Representative or any other Senior Priority Secured Party is adverse to the interests of the Second Priority Secured Parties.

(d) Each Second Priority Representative hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Priority Debt Document shall be deemed to restrict in any way the rights and remedies of the Senior Priority Representatives or the Senior Priority Secured Parties with respect to the Senior Priority Collateral as set forth in this Agreement and the Senior Priority Debt Documents.

(e) Until the Discharge of Senior Priority Obligations, the Designated Senior Priority Representative shall have the exclusive right to exercise any right or remedy with respect to the Shared Collateral and shall have the exclusive right to determine and direct

the time, method and place for exercising such right or remedy or conducting any proceeding with respect thereto. Following the Discharge of Senior Priority Obligations, the Designated Second Priority Representative shall have the exclusive right to exercise any right or remedy with respect to the Collateral, and the Designated Second Priority Representative shall have the exclusive right to direct the time, method and place of exercising or conducting any proceeding for the exercise of any right or remedy available to the Second Priority Secured Parties with respect to the Collateral, or of exercising or directing the exercise of any trust or power conferred on the Second Priority Representatives, or for the taking of any other action authorized by the Second Priority Collateral Documents; provided , however , that nothing in this Section shall impair the right of any Second Priority Representative or other agent or trustee acting on behalf of the Second Priority Secured Parties to take such actions with respect to the Collateral after the Discharge of Senior Priority Obligations as may be otherwise required or authorized pursuant to any intercreditor agreement governing the Second Priority Secured Parties or the Second Priority Obligations.

Section 3.02. Cooperation. Subject to the proviso in clause (ii) of Section 3.01(a), each Second Priority Representative, on behalf of itself and each Second Priority Secured Party under its Second Priority Debt Facility, agrees that, unless and until the Discharge of Senior Priority Obligations has occurred, it will not commence, or join with any Person (other than the Senior Priority Secured Parties and the Senior Priority Representatives upon the request of the Designated Senior Priority Representative) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Shared Collateral under any of the Second Priority Debt Documents or otherwise in respect of the Second Priority Obligations.

Section 3.03. Actions Upon Breach. Should any Second Priority Representative or any Second Priority Secured Party, contrary to this Agreement, in any way take, attempt to take or threaten to take any action with respect to the Shared Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement) or fail to take any action required by this Agreement, any Senior Priority Representative or other Senior Priority Secured Party (in its or their own name or in the name of the Borrower or any other Grantor) or the Borrower may obtain relief against such Second Priority Representative or such Second Priority Secured Party by injunction, specific performance or other appropriate equitable relief. Each Second Priority Representative, on behalf of itself and each Second Priority Secured Party under its Second Priority Facility, hereby (i) agrees that the Senior Priority Secured Parties’ damages from the actions of the Second Priority Representatives or any Second Priority Secured Party may at that time be difficult to ascertain and may be irreparable and waives any defense that Holdings, the Borrower, any other Grantor or the Senior Priority Secured Parties cannot demonstrate damage or be made whole by the awarding of damages and (ii) irrevocably waives any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action that may be brought by any Senior Priority Representative or any other Senior Priority Secured Party.

ARTICLE 4

P AYMENTS

Section 4.01. Application of Proceeds. So long as the Discharge of Senior Priority Obligations has not occurred and regardless of whether an Insolvency or Liquidation Proceeding has been commenced, the Shared Collateral or proceeds thereof received in connection with the sale or other disposition of, or collection on, such Shared Collateral upon the exercise of remedies shall be applied by the Designated Senior Priority Representative to the Senior Priority Obligations in such order as specified in the relevant Senior Priority Debt Documents and, if applicable, the First Lien Intercreditor Agreement, until the Discharge of Senior Priority Obligations has occurred. Upon the Discharge of Senior Priority Obligations, each applicable Senior Priority Representative shall deliver promptly to the Designated Second Priority Representative any Shared Collateral or proceeds thereof held by it in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct, to be applied by the Designated Second Priority Representative to the Second Priority Obligations in such order as specified in the relevant Second Priority Debt Documents and, if applicable, the Second Lien Intercreditor Agreement.

Section 4.02. Payments Over. So long as the Discharge of Senior Priority Obligations has not occurred, any Shared Collateral or proceeds thereof received by any Second Priority Representative or any Second Priority Secured Party in connection with the exercise of any right or remedy (including setoff) relating to the Shared Collateral shall be segregated and held in trust for the benefit of and forthwith paid over to the Designated Senior Priority Representative for the benefit of the Senior Priority Secured Parties in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Designated Senior Priority Representative is hereby authorized to make any such endorsements as agent for each of the Second Priority Representatives or any such Second Priority Secured Party. This authorization is coupled with an interest and is irrevocable.

ARTICLE 5

O THER AGREEMENTS

Section 5.01. Releases . (a) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that, in the event of a Disposition of any specified item of Shared Collateral (including all or substantially all of the Equity Interests of any Subsidiary of the Borrower) (i) in connection with the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of Collateral, so long as Disposition is permitted by the terms of the Second Priority Debt Documents and, in each case other than in connection with the Discharge of Senior Priority Obligations, the Liens granted to the Second Priority Representatives and the Second Priority Secured Parties upon such Shared Collateral (but not on the proceeds thereof) to secure Second Priority Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared

Collateral to secure Senior Priority Obligations. Upon delivery to a Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Priority Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by Holdings, the Borrower or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at Holdings’, the Borrower’s or the other Grantor’s sole cost and expense and without any representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents.

(b) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Priority Representative and any officer or agent of the Designated Senior Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative or such Second Priority Secured Party or in the Designated Senior Priority Representative’s own name, from time to time in the Designated Senior Priority Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release.

(c) Unless and until the Discharge of Senior Priority Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any Senior Priority Debt Document of proceeds of Shared Collateral to the repayment of Senior Priority Obligations pursuant to the Senior Priority Debt Documents; provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to receive proceeds in connection with the Second Priority Obligations not otherwise in contravention of this Agreement.

(d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a Senior Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in

respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Priority Representative and any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of Senior Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Priority Representative.

Section 5.02. Insurance and Condemnation Awards . Unless and until the Discharge of Senior Priority Obligations has occurred, the Designated Senior Priority Representative and the Senior Priority Secured Parties shall have the sole and exclusive right to be named as additional insured and additional loss payee under any insurance policies maintained from time to time by any Grantor and, subject in each case to the rights of the Grantors under the Senior Priority Debt Documents, (a) to adjust settlement for any insurance policy covering the Shared Collateral in the event of any loss thereunder and (b) to approve any award granted in any condemnation or similar proceeding affecting the Shared Collateral. Unless and until the Discharge of Senior Priority Obligations has occurred, and subject to the rights of the Grantors under the Senior Priority Debt Documents, all proceeds of any such policy and any such award, if in respect of the Shared Collateral, shall be paid (i) first, prior to the occurrence of the Discharge of Senior Priority Obligations, to the Designated Senior Priority Representative for the benefit of Senior Priority Secured Parties pursuant to the terms of the Senior Priority Debt Documents, (ii) second, after the occurrence of the Discharge of Senior Priority Obligations, to the Designated Second Priority Representative for the benefit of the Second Priority Secured Parties pursuant to the terms of the applicable Second Priority Debt Documents and (iii) third, if no Second Priority Obligations are outstanding, to the owner of the subject property, such other Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. If any Second Priority Representative or any Second Priority Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award in contravention of this Agreement, it shall pay such proceeds over to the Designated Senior Priority Representative in accordance with the terms of Section 4.02.

Section 5.03. Certain Amendments . (a) No Second Priority Debt Document (including, for the avoidance of doubt, Second Priority Collateral Document) and no Senior Priority Debt Document (including, for the avoidance of doubt, Senior Priority Collateral Document) may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any such new Second Priority Debt Document or Senior Priority Debt Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Second

Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Priority Representative):

“Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Priority Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to Credit Suisse AG, as collateral agent, pursuant to or in connection with the First Lien Credit Agreement dated as of January 15, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the Borrower, the lenders from time to time party thereto and Credit Suisse AG, as administrative agent, and the other parties thereto, and (ii) the exercise of any right or remedy by the [Second Priority Representative] or any other secured party hereunder is subject to the limitations and provisions of the First Lien/Second Lien Intercreditor Agreement dated as of January 15, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “ Intercreditor Agreement ”), among Credit Suisse AG, as First Lien Administrative Agent, Credit Suisse AG, as Second Lien Administrative Agent, WTG Holdings II Corp. and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”

(b) In the event that each applicable Senior Priority Representative and/or the Senior Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Priority Collateral Document or changing in any manner the rights of the Senior Priority Representatives, the Senior Priority Secured Parties, Holdings, the Borrower or any other Grantor thereunder (including the release of any Liens in Senior Priority Collateral) in a manner that is applicable to all Senior Priority Debt Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Second Priority Collateral Document without the consent of any Second Priority Representative or any Second Priority Secured Party and without any action by any Second Priority Representative, Holdings, the Borrower or any other Grantor; provided , however , that (x) no such amendment, waiver or consent shall have the effect

of removing assets subject to the Lien of any Second Priority Collateral Document, except to the extent that a release of such Lien is provided for in Section 5.01(a) and (y) written notice of such amendment, waiver or consent shall have been given to each Second Priority Representative within 10 Business Days after the effectiveness of such amendment, waiver or consent.

(c) The Senior Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the Indebtedness under the Senior Priority Debt Documents may be Refinanced, in each case without the consent of any Second Priority Representative or Second Priority Secured Party; provided , however , that, without the consent of the Second Lien Administrative Agent, acting with the consent of the Required Lenders (as such term is defined in the Second Lien Credit Agreement) and each other Second Priority Representative (acting with the consent of the requisite holders of each series of Additional Second Priority Debt), no such amendment, restatement, amendment and restatement, waiver, supplement, modification (including self effecting or other modifications pursuant to Section 2.14 of the First Lien Credit Agreement) or Refinancing shall result in (1) the aggregate amount of Senior Priority Obligations in existence (or permitted to be incurred) on the date of such amendment, restatement, amendment and restatement, waiver, supplement, modification or refinancing exceeding the Senior Priority Cap Amount, (2) a reduction of the Second Lien Cap or (3) the issuance, incurrence or existence of any Indebtedness under the First Lien Credit Agreement Loan Documents (for the avoidance of doubt, excluding Indebtedness in the form of notes, bonds or other debt securities) having an “Applicable Rate” (or similar component of the interest rate provisions applicable thereto) that exceeds by more than 4.00% per annum (x) if such Indebtedness is in the form of term loans, the “Applicable Rate” as of the date hereof applicable to the Term Loans (as defined in the First Lien Credit Agreement) or (y) if such Indebtedness is in the form of a revolving credit facility, the “Applicable Rate” as of the date hereof applicable to the Revolving Credit Facility (as defined in the First Lien Credit Agreement), in each case excluding the effect of increases (A) resulting from the accrual of interest at the default rate, (B) resulting from fees, including from any amendment, waiver or consent related fees payable in the event of an amendment) or (C) resulting from an increase in the underlying reference rate and not the “Applicable Rate”.

(d) The Second Priority Debt Documents may be amended, restated, waived, supplemented or otherwise modified in accordance with their terms, and the Indebtedness under the Second Priority Debt Documents may be Refinanced, in each case without the consent of any Senior Priority Representative or Senior Priority Secured Party; provided , however , that, without the consent of the First Lien Administrative Agent, acting with the consent of the Required Lenders (as such term is defined in the First Lien Credit Agreement) and each other Senior Priority Representative (acting with the consent of the requisite holders of each series of Additional Senior Priority Debt), no such amendment, restatement, supplement, modification (including self effecting or other modifications pursuant to Section 2.14 of the Second Lien Credit Agreement) or Refinancing shall (1) result in (x) the aggregate amount of Second Priority Obligations in existence on the date of such amendment, restatement, amendment and restatement, waiver, supplement,

modification or refinancing exceeding the Second Lien Cap, (y) a reduction of the First Lien Cap or (z) the issuance, incurrence or existence of any Indebtedness under the Second Lien Credit Agreement Loan Documents (for the avoidance of doubt, excluding Indebtedness in the form of notes, bonds or other debt securities) having an “Applicable Rate” (or similar component of the interest rate provisions applicable thereto) that exceeds by more than 4.00% per annum the “Applicable Rate” as of the date hereof applicable to the Term Loans (as defined in the Second Lien Credit Agreement), excluding the effect of increases (A) resulting from the accrual of interest at the default rate, (B) resulting from fees, including from any amendment, waiver or consent related fees payable in the event of an amendment) or (C) resulting from an increase in the underlying reference rate and not the “Applicable Rate”, (2) accelerate any date upon which a scheduled payment of principal or interest is due, (3) modify (or have the effect of a modification of) the mandatory prepayment provisions of the Second Priority Debt Documents in a manner materially adverse to the Senior Priority Secured Parties, or (4) increase materially the obligations of the obligor thereunder or confer any additional material rights on the Second Priority Secured Parties (or a representative on their behalf) which would be materially less favorable to any loan parties thereunder, taken as a whole, than the corresponding provisions of the Senior Priority Debt Documents (other than for periods following the Latest Maturity Date (as defined in the First Lien Credit Agreement)); provided that the Second Priority Debt Documents may be amended, restated, amended and restated, supplemented or modified to modify or add covenants, defaults or other provisions to the extent the corresponding provisions of the Senior Priority Debt Documents have been amended, restated, amended and restated, supplemented, modified or Refinanced, with cushions (where applicable) consistent with the cushions as of the date hereof included in comparable covenants, defaults and other provisions in the applicable Senior Priority Debt Documents.

Section 5.04. Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives and the Second Priority Secured Parties may exercise rights and remedies as unsecured creditors against Holdings, the Borrower and any other Grantor in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Secured Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Secured Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Priority Representative or any Second Priority Secured Party becomes a judgment Lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Obligations, such judgment Lien shall be subordinated to the Liens securing Senior Priority Obligations on the same basis as the other Liens securing the Second Priority Obligations are so subordinated to such Liens securing Senior Priority Obligations under this Agreement. Nothing in this Agreement shall impair or otherwise adversely affect any rights or remedies the Senior Priority Representatives or the Senior Priority Secured Parties may have with respect to the Senior Priority Collateral.

Section 5.05. Gratuitous Bailee for Perfection . (a) Each Senior Priority Representative acknowledges and agrees that if it shall at any time hold a Lien securing any Senior Priority Obligations on any Shared Collateral that can be perfected by the possession or control of such Shared Collateral or of any account in which such Shared Collateral is held, and if such Shared Collateral or any such account is in fact in the possession or under the control of such Senior Priority Representative, or of agents or bailees of such Person (such Shared Collateral being referred to herein as the “ Pledged or Controlled Collateral ”), or if it shall at any time obtain any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, the applicable Senior Priority Representative shall also hold such Pledged or Controlled Collateral, or take such actions with respect to such landlord waiver, bailee’s letter or similar agreement or arrangement, as sub-agent or gratuitous bailee for the relevant Second Priority Representatives, in each case solely for the purpose of perfecting the Liens granted under the relevant Second Priority Collateral Documents and subject to the terms and conditions of this Section 5.05.

(b) In the event that any Senior Priority Representative (or its agents or bailees) has Lien filings against Intellectual Property that is part of the Shared Collateral that are necessary for the perfection of Liens in such Shared Collateral, such Senior Priority Representative agrees to hold such Liens as sub-agent and gratuitous bailee for the relevant Second Priority Representatives and any assignee thereof, solely for the purpose of perfecting the security interest granted in such Liens pursuant to the relevant Second Priority Collateral Documents, subject to the terms and conditions of this Section 5.05.

(c) Except as otherwise specifically provided herein, until the Discharge of Senior Priority Obligations has occurred, the Senior Priority Representatives and the Senior Priority Secured Parties shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of the Senior Priority Debt Documents as if the Liens under the Second Priority Collateral Documents did not exist. The rights of the Second Priority Representatives and the Second Priority Secured Parties with respect to the Pledged or Controlled Collateral shall at all times be subject to the terms of this Agreement.

(d) The Senior Priority Representatives and the Senior Priority Secured Parties shall have no obligation whatsoever to the Second Priority Representatives or any Second Priority Secured Party to assure that any of the Pledged or Controlled Collateral is genuine or owned by the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Shared Collateral, except as expressly set forth in this Section 5.05. The duties or responsibilities of the Senior Priority Representatives under this Section 5.05 shall be limited solely to holding or controlling the Shared Collateral and the related Liens referred to in paragraphs (a) and (b) of this Section 5.05 as sub-agent and gratuitous bailee for the relevant Second Priority Representative for purposes of perfecting the Lien held by such Second Priority Representative.

(e) The Senior Priority Representatives shall not have by reason of the Second Priority Collateral Documents or this Agreement, or any other document, a fiduciary relationship in respect of any Second Priority Representative or any Second Priority

Secured Party, and each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby waives and releases the Senior Priority Representatives from all claims and liabilities arising pursuant to the Senior Priority Representatives’ roles under this Section 5.05 as sub-agents and gratuitous bailees with respect to the Shared Collateral.

(f) Upon the Discharge of the Senior Priority Obligations, each applicable Senior Priority Representative shall, at the Grantors’ sole cost and expense, (i) (A) deliver to the Designated Second Priority Representative, to the extent that it is legally permitted to do so, all Shared Collateral, including all proceeds thereof, held or controlled by such Senior Priority Representative or any of its agents or bailees, including the transfer of possession and control, as applicable, of the Pledged or Controlled Collateral, together with any necessary endorsements and notices to depositary banks, securities intermediaries and commodities intermediaries, and assign its rights under any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, or (B) direct and deliver such Shared Collateral as a court of competent jurisdiction may otherwise direct, (ii) notify any applicable insurance carrier that it is no longer entitled to be an additional loss payee or additional insured under the insurance policies of any Grantor issued by such insurance carrier and (iii) notify any governmental authority involved in any condemnation or similar proceeding involving any Grantor that the Designated Second Priority Representative is entitled to approve any awards granted in such proceeding. Holdings, the Borrower and the other Grantors shall take such further action as is required to effectuate the transfer contemplated hereby. The Senior Priority Representatives have no obligations to follow instructions from any Second Priority Representative or any other Second Priority Secured Party in contravention of this Agreement.

(g) None of the Senior Priority Representatives nor any of the other Senior Priority Secured Parties shall be required to marshal any present or future collateral security for any obligations of Holdings, the Borrower or any Subsidiary to any Senior Priority Representative or any Senior Priority Secured Party under the Senior Priority Debt Documents or any assurance of payment in respect thereof, or to resort to such collateral security or other assurances of payment in any particular order, and all of their rights in respect of such collateral security or any assurance of payment in respect thereof shall be cumulative and in addition to all other rights, however existing or arising.

Section 5.06. When Discharge of Senior Priority Obligations Deemed to Not Have Occurred. If, at any time after the Discharge of Senior Priority Obligations has occurred, Holdings, the Borrower or any Subsidiary incurs any Senior Priority Obligations (other than in respect of the payment of indemnities surviving the Discharge of Senior Priority Obligations), then such Discharge of Senior Priority Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken prior to the date of such designation as a result of the occurrence of such first Discharge of Senior Priority Obligations) and the applicable agreement governing such Senior Priority Obligations shall automatically be treated as a Senior Priority Debt Document for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Shared Collateral set forth herein and the

agent, representative or trustee for the holders of such Senior Priority Obligations shall be the Senior Priority Representative for all purposes of this Agreement. Upon receipt of notice of such incurrence (including the identity of the new Senior Priority Representative), each Second Priority Representative (including the Designated Second Priority Representative) shall promptly (a) enter into such documents and agreements (at the expense of the Borrower), including amendments, supplements or modifications to this Agreement, as the Borrower or such new Senior Priority Representative shall reasonably request in writing in order to provide the new Senior Priority Representative the rights of a Senior Priority Representative contemplated hereby, (b) deliver to such Senior Priority Representative, to the extent that it is legally permitted to do so, all Shared Collateral, including all proceeds thereof, held or controlled by such Second Priority Representative or any of its agents or bailees, including the transfer of possession and control, as applicable, of the Pledged or Controlled Collateral, together with any necessary endorsements and notices to depositary banks, securities intermediaries and commodities intermediaries, and assign its rights under any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, (c) notify any applicable insurance carrier that it is no longer entitled to be a loss payee or additional insured under the insurance policies of any Grantor issued by such insurance carrier and (d) notify any governmental authority involved in any condemnation or similar proceeding involving a Grantor that the new Senior Priority Representative is entitled to approve any awards granted in such proceeding.

Section 5.07. Purchase Right. Without prejudice to the enforcement of the Senior Priority Secured Parties’ remedies, the Senior Priority Secured Parties agree that at any time following (a) acceleration of the Senior Priority Obligations in accordance with the terms of the Senior Priority Debt Documents or (b) the commencement of a proceeding under the Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law by or against any Grantor (each, a “ Purchase Event ”), one or more of the Second Priority Secured Parties may request within 30 days after the first date on which a Purchase Event occurs, and the Senior Priority Secured Parties hereby offer the Second Priority Secured Parties the option, to purchase all, but not less than all, of the aggregate amount of Senior Priority Obligations outstanding at the time of purchase at (a) in the case of Senior Priority Obligations other than Senior Priority Obligations arising under Swap Contracts or in connection with undrawn letters of credit or bank guarantees, par (including any premium set forth in the First Lien Credit Agreement or other applicable Senior Priority Debt Document, interest and fees), and (b) in the case of Senior Priority Obligations arising under a Swap Contract, an amount equal to the greater of (i) all amounts payable by any Grantor under the terms of such Swap Contract in the event of a termination of such Swap Contract and (ii) the Swap Termination Value, in each case, without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to an Assignment and Assumption (as defined in the First Lien Credit Agreement)). In the case of any Senior Priority Obligations in respect of letters of credit and bank guarantees (including reimbursement obligations in connection therewith), simultaneous with the purchase of the other Senior Priority Obligations, the purchasing Second Priority Secured Parties shall provide Senior Priority Secured Parties who issued such letters of credit or such bank guarantees cash collateral in such amounts (not to exceed 103% thereof) as

such Senior Priority Secured Parties determine is reasonably necessary to secure such Senior Priority Secured Parties in connection with any outstanding and undrawn letters of credit and bank guarantees. If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within 10 Business Days of the request. If one or more of the Second Priority Secured Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Designated Senior Priority Representative and the Designated Second Priority Representative. If none of the Second Priority Secured Parties exercise such right within 30 days after the first date on which a Purchase Event occurs, the Senior Priority Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Priority Collateral Documents and this Agreement.

ARTICLE 6

I NSOLVENCY OR LIQUIDATION PROCEEDINGS

Section 6.01. Financing Issues. Until the Discharge of Senior Priority Obligations has occurred, if Holdings, the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding, then each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that (A) subject to the last sentence of this Section 6.01, if any Senior Priority Representative or any Senior Priority Secured Party shall desire to consent (or not object) to the sale, use or lease of cash or other collateral or to consent (or not object) to Holdings’, the Borrower’s or any other Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Code (the “ Bankruptcy Code ”) or any similar provision of any other Debtor Relief Law (“ DIP Financing ”), it will raise no objection to and will not otherwise contest such sale, use or lease of such cash or other collateral or such DIP Financing and, except to the extent permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03, will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing any Senior Priority Obligations are subordinated to or have the same priority as the Liens securing such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Shared Collateral to (x) such DIP Financing (and all obligations relating thereto) on the same basis as the Liens securing the Second Priority Obligations are so subordinated to Liens securing Senior Priority Obligations under this Agreement and (y) any “carve-out” for professional and United States Trustee fees agreed to by the Senior Priority Representatives, (B) it will raise no objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Priority Obligations made by any Senior Priority Representative or any other Senior Priority Secured Party, (C) it will raise no objection to (and will not otherwise contest) any lawful exercise by any Senior Priority Secured Party of the right to credit bid Senior Priority Obligations at any sale in foreclosure of Senior Priority Collateral, (D) it will raise no objection to (and will not otherwise contest) any other request for judicial relief made in any court by any Senior Priority Secured Party relating to the lawful enforcement of any Lien on Senior Priority Collateral and (E) it will raise no objection to (and will not otherwise contest or

oppose) any Disposition (including pursuant to Section 363 of the Bankruptcy Code) of assets of any Grantor for which any Senior Priority Representative has consented that provides, to the extent such Disposition is to be free and clear of Liens, that the Liens securing the Senior Priority Obligations and the Second Priority Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the Senior Priority Obligations rank to the Liens on the Shared Collateral securing the Second Priority Obligations pursuant to this Agreement. Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that notice received three Business Days prior to the entry of an order approving such usage of cash or other collateral or approving such financing shall be adequate notice. Notwithstanding the foregoing, the provisions of clause (A) of this Section 6.01 shall only be applicable as to the Second Priority Secured Parties with respect to any DIP Financing to the extent that at the time of incurrence thereof the sum of (x) the aggregate principal amount of such DIP Financing plus (y) the aggregate outstanding principal amount of all First Lien Credit Agreement Obligations and all Additional Senior Priority Debt Obligations (in each case after giving effect to any “roll-up”, repayment or cash collateralization thereof into or with the proceeds of such DIP Financing), does not exceed the DIP Cap Amount.

Section 6.02. Relief From the Automatic Stay. Until the Discharge of Senior Priority Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that none of them shall seek relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding or take any action in derogation thereof, in each case in respect of any Shared Collateral, without the prior written consent of the Designated Senior Priority Representative.

Section 6.03. Adequate Protection. Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that none of them shall object, contest or support any other Person objecting to or contesting (a) any request by any Senior Priority Representative or any Senior Priority Secured Parties for adequate protection, (b) any objection by any Senior Priority Representative or any Senior Priority Secured Parties to any motion, relief, action or proceeding based on any Senior Priority Representative’s or Senior Priority Secured Party’s claiming a lack of adequate protection or (c) the payment of interest, fees, expenses or other amounts of any Senior Priority Representative or any other Senior Priority Secured Party under Section 506(b) or 506(c) of Title 11 of the United States Code or any similar provision of any other Debtor Relief Law. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Priority Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or 364 of Title 11 of the United States Code or any similar provision of any other Debtor Relief Law, then each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, may seek or request adequate protection in the form of a replacement Lien or superpriority claim on such additional collateral, which Lien or superpriority claim is subordinated to the Liens

securing all Senior Priority Obligations and such DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Second Priority Obligations are so subordinated to the Liens securing Senior Priority Obligations under this Agreement and (ii) in the event any Second Priority Representatives, for themselves and on behalf of the Second Priority Secured Parties under their Second Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in the form of additional collateral, then such Second Priority Representatives, for themselves and on behalf of each Second Priority Secured Party under their Second Priority Debt Facilities, agree that each Senior Priority Representative shall also be granted a senior Lien on such additional collateral as security for the Senior Priority Obligations and any such DIP Financing and that any Lien on such additional collateral securing the Second Priority Obligations shall be subordinated to the Liens on such collateral securing the Senior Priority Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Priority Secured Parties as adequate protection on the same basis as the other Liens securing the Second Priority Obligations are so subordinated to such Liens securing Senior Priority Obligations under this Agreement.

Section 6.04. Preference Issues. If any Senior Priority Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise to disgorge, turn over or otherwise pay any amount to the estate of Holdings, the Borrower or any other Grantor (or any trustee, receiver or similar Person therefor), because the payment of such amount was declared to be fraudulent or preferential in any respect or for any other reason (any such amount, a “ Recovery ”), whether received as proceeds of security, enforcement of any right of setoff or otherwise, then the Senior Priority Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and the Senior Priority Secured Parties shall be entitled to the benefits of this Agreement until a Discharge of Senior Priority Obligations with respect to all such recovered amounts. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby agrees that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

Section 6.05. Separate Grants of Security and Separate Classifications. Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, acknowledges and agrees that (a) the grants of Liens pursuant to the Senior Priority Collateral Documents and the Second Priority Collateral Documents constitute separate and distinct grants of Liens and (b) because of, among other things, their differing rights in the Shared Collateral, the Second Priority Obligations are fundamentally different from the Senior Priority Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency

or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that any claims of the Senior Priority Secured Parties and the Second Priority Secured Parties in respect of the Shared Collateral constitute a single class of claims (rather than separate classes of senior and junior secured claims), then each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby acknowledges and agrees that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Shared Collateral (with the effect being that, to the extent that the aggregate value of the Shared Collateral is sufficient (for this purpose ignoring all claims held by the Second Priority Secured Parties), the Senior Priority Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest (whether or not allowed or allowable) before any distribution is made in respect of the Second Priority Obligations, with each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, hereby acknowledging and agreeing to turn over to the Designated Senior Priority Representative amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Priority Secured Parties.

Section 6.06. No Waivers of Rights of Senior Priority Secured Parties. Nothing contained herein shall, except as expressly provided herein, prohibit or in any way limit any Senior Priority Representative or any other Senior Priority Secured Party from objecting in any Insolvency or Liquidation Proceeding or otherwise to any action taken by any Second Priority Secured Party, including the seeking by any Second Priority Secured Party of adequate protection or the asserting by any Second Priority Secured Party of any of its rights and remedies under the Second Priority Debt Documents or otherwise.

Section 6.07. Application. This Agreement, which the parties hereto expressly acknowledge is a “subordination agreement” under Section 510(a) of Title 11 of the United States Code or any similar provision of any other Debtor Relief Law, shall be effective before, during and after the commencement of any Insolvency or Liquidation Proceeding. The relative rights as to the Shared Collateral and proceeds thereof shall continue after the commencement of any Insolvency or Liquidation Proceeding on the same basis as prior to the date of the petition therefor, subject to any court order approving the financing of, or use of cash collateral by, any Grantor. All references herein to any Grantor shall include such Grantor as a debtor-in-possession and any receiver or trustee for such Grantor.

Section 6.08. Other Matters. To the extent that any Second Priority Representative or any Second Priority Secured Party has or acquires rights under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision of any other Debtor Relief Law with respect to any of the Shared Collateral, such Second Priority Representative, on behalf of itself and each Second Priority Secured Party under its Second Priority Debt Facility, agrees not to assert any such rights without the prior

written consent of each Senior Priority Representative; provided , that if requested by any Senior Priority Representative, such Second Priority Representative shall timely exercise such rights in the manner requested by the Senior Priority Representatives (acting unanimously), including any rights to payments in respect of such rights.

Section 6.09. 506(c) Claims. Until the Discharge of Senior Priority Obligations has occurred, each Second Priority Representative, on behalf of itself and each Second Priority Secured Party under its Second Priority Debt Facility, agrees that it will not assert or enforce any claim under Section 506(c) of Title 11 of the United States Code or any similar provision of any other Debtor Relief Law senior to or on a parity with the Liens securing the Senior Priority Obligations for costs or expenses of preserving or disposing of any Shared Collateral.

Section 6.10. Reorganization Securities. If, in any Insolvency or Liquidation Proceeding, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed, pursuant to a plan of reorganization or similar dispositive restructuring plan, on account of both the Senior Priority Obligations and the Second Priority Obligations, then, to the extent the debt obligations distributed on account of the Senior Priority Obligations and on account of the Second Priority Obligations are secured by Liens upon the same assets or property, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations.

ARTICLE 7

R ELIANCE; ETC.

Section 7.01. Reliance. The consent by the Senior Priority Secured Parties to the execution and delivery of the Second Priority Debt Documents to which the Senior Priority Secured Parties have consented and all loans and other extensions of credit made or deemed made on and after the date hereof by the Senior Priority Secured Parties to Holdings, the Borrower or any Subsidiary shall be deemed to have been given and made in reliance upon this Agreement. Each Second Priority Representative, on behalf of itself and each Second Priority Secured Party under its Second Priority Debt Facility, acknowledges that it and such Second Priority Secured Parties have, independently and without reliance on any Senior Priority Representative or other Senior Priority Secured Party, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into the Second Priority Debt Documents to which they are party or by which they are bound, this Agreement and the transactions contemplated hereby and thereby, and they will continue to make their own credit decision in taking or not taking any action under the Second Priority Debt Documents or this Agreement.

Section 7.02. No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Secured Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Priority Representative nor any other Senior Priority Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness,

collectibility or enforceability of any of the Senior Priority Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Priority Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Priority Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Priority Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and the Second Priority Secured Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Priority Representative nor any other Senior Priority Secured Party shall have any duty to any Second Priority Representative or Second Priority Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with Holdings, the Borrower or any Subsidiary (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Priority Representatives, the Senior Priority Secured Parties, the Second Priority Representatives and the Second Priority Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Priority Obligations, the Second Priority Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

Section 7.03. Obligations Unconditional. All rights, interests, agreements and obligations of the Senior Priority Representatives, the Senior Priority Secured Parties, the Second Priority Representatives and the Second Priority Secured Parties hereunder shall remain in full force and effect irrespective of:

(a) any lack of validity or enforceability of any Senior Priority Debt Document or any Second Priority Debt Document;

(b) any change in the time, manner or place of payment of, or in any other terms of, all or any of the Senior Priority Obligations or Second Priority Obligations, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of the First Lien Credit Agreement or any other Senior Priority Debt Document or of the terms of any Second Priority Debt Document;

(c) any exchange of any security interest in any Shared Collateral or any other collateral or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the Senior Priority Obligations or Second Priority Obligations or any guarantee thereof;

(d) the commencement of any Insolvency or Liquidation Proceeding in respect of Holdings, the Borrower or any other Grantor; or

(e) any other circumstances that otherwise might constitute a defense available to, or a discharge of, (i) Holdings, the Borrower or any other Grantor in respect of the Senior Priority Obligations or (ii) any Second Priority Representative or Second Priority Secured Party in respect of this Agreement.

ARTICLE 8

M ISCELLANEOUS

Section 8.01. Conflicts. Subject to Section 8.17, in the event of any conflict between the provisions of this Agreement and the provisions of any Senior Priority Debt Document or any Second Priority Debt Document, the provisions of this Agreement shall govern. Notwithstanding the foregoing, the relative rights and obligations of the Senior Priority Representatives and the Senior Priority Secured Parties (as amongst themselves) with respect to any Senior Priority Collateral shall be governed by the terms of the First Lien Intercreditor Agreement (if applicable) and in the event of any conflict between the First Lien Intercreditor Agreement and this Agreement, the provisions of the First Lien Intercreditor Agreement shall control.

Section 8.02. Continuing Nature of This Agreement; Severability. Subject to Section 6.04, this Agreement shall continue to be effective until the Discharge of Senior Priority Obligations shall have occurred. This is a continuing agreement of Lien subordination, and the Senior Priority Secured Parties may continue, at any time and without notice to the Second Priority Representatives or any Second Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of Holdings, the Borrower or any Subsidiary constituting Senior Priority Obligations in reliance hereon. The terms of this Agreement shall survive and continue in full force and effect in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 8.03. Amendments; Waivers . (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 8.03, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.

(b) This Agreement may be amended in writing signed by each Representative (in each case, acting in accordance with the documents governing the applicable Debt Facility); provided that any such amendment, supplement or waiver which by the terms of this Agreement requires the Borrower’s consent or which increases the obligations or reduces the rights of Holdings, the Borrower or any Grantor, shall require the consent of the Borrower. Any such amendment, supplement or waiver shall be in writing and shall be binding upon the Senior Priority Secured Parties and the Second Priority Secured Parties and their respective successors and assigns.

(c) Notwithstanding the foregoing, without the consent of any Secured Party, any Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 8.09 of this Agreement and, upon such execution and delivery, such Representative and the Secured Parties and Senior Priority Obligations or Second Priority Obligations of the Debt Facility for which such Representative is acting shall be subject to the terms hereof.

Section 8.04. Information Concerning Financial Condition of Holdings, the Borrower and the Subsidiaries. The Senior Priority Representatives, the Senior Priority Secured Parties, the Second Priority Representatives and the Second Priority Secured Parties shall each be responsible for keeping themselves informed of (a) the financial condition of Holdings, the Borrower and the Subsidiaries and all endorsers or guarantors of the Senior Priority Obligations or the Second Priority Obligations and (b) all other circumstances bearing upon the risk of nonpayment of the Senior Priority Obligations or the Second Priority Obligations. The Senior Priority Representatives, the Senior Priority Secured Parties, the Second Priority Representatives and the Second Priority Secured Parties shall have no duty to advise any other party hereunder of information known to it or them regarding such condition or any such circumstances or otherwise. In the event that any Senior Priority Representative, any Senior Priority Secured Party, any Second Priority Representative or any Second Priority Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to any other party, it shall be under no obligation to (i) make, and the Senior Priority Representatives, the Senior Priority Secured Parties, the Second Priority Representatives and the Second Priority Secured Parties shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so provided, (ii) provide any additional information or to provide any such information on any subsequent occasion, (iii) undertake any investigation or (iv) disclose any information that, pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise required to maintain confidential.

Section 8.05. Subrogation. Each Second Priority Representative, on behalf of itself and each Second Priority Secured Party under its Second Priority Debt Facility, hereby waives any rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of Senior Priority Obligations has occurred.

Section 8.06. Application of Payments. Except as otherwise provided herein, all payments received by the Senior Priority Secured Parties may be applied, reversed and

reapplied, in whole or in part, to such part of the Senior Priority Obligations as the Senior Priority Secured Parties, in their sole discretion, deem appropriate, consistent with the terms of the Senior Priority Debt Documents. Except as otherwise provided herein, each Second Priority Representative, on behalf of itself and each Second Priority Secured Party under its Second Priority Debt Facility, assents to any such extension or postponement of the time of payment of the Senior Priority Obligations or any part thereof and to any other indulgence with respect thereto, to any substitution, exchange or release of any security that may at any time secure any part of the Senior Priority Obligations and to the addition or release of any other Person primarily or secondarily liable therefor.

Section 8.07. Additional Grantors. Holdings and the Borrower agree that, if any Subsidiary shall become a Grantor after the date hereof, they will promptly cause such Subsidiary to become party hereto by executing and delivering an instrument in the form of Annex I. Upon such execution and delivery, such Subsidiary will become a Grantor hereunder with the same force and effect as if originally named as a Grantor herein. The execution and delivery of such instrument shall not require the consent of any other party hereunder, and will be acknowledged by the Designated Second Priority Representative and the Designated Senior Priority Representative. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement.

Section 8.08. Dealings With Grantors. Upon any application or demand by Holdings, the Borrower or any other Grantor to any Representative to take or permit any action under any of the provisions of this Agreement or under any Collateral Document (if such action is subject to the provisions hereof), Holdings, the Borrower or such other Grantor, as appropriate, shall furnish to such Representative a certificate of an Authorized Officer (an “ Officer’s Certificate ”) stating that all conditions precedent, if any, provided for in this Agreement or such Collateral Document, as the case may be, relating to the proposed action have been complied with, except that in the case of any such application or demand as to which the furnishing of such documents is specifically required by any provision of this Agreement or any Collateral Document relating to such particular application or demand, no additional certificate or opinion need be furnished.

Section 8.09. Additional Debt Facilities . (a) To the extent, but only to the extent, permitted by the provisions of the then outstanding Senior Priority Debt Documents and the then outstanding Second Priority Debt Documents, the Borrower, Holdings or any other Grantor may incur or issue and sell one or more series or classes of Additional Second Priority Debt and one or more series or classes of Additional Senior Priority Debt. Any such additional class or series of Additional Second Priority Debt (the “ Second Priority Class Debt ”) may be secured by a junior priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “ Second Priority Class Debt Representative ”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “ Second Priority Class Debt Parties ”), becomes a party to this

Agreement by satisfying conditions (i) through (iii), as applicable, of the immediately succeeding paragraph, and Section 8.09(b). Any such additional class or series of Senior Priority Debt Facilities (the “ Senior Priority Class Debt ”; and the Senior Priority Class Debt and Second Priority Class Debt, collectively, the “ Class Debt ”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Priority Collateral Documents, if and subject to the condition that the Representative of any such Senior Priority Class Debt (each, a “ Senior Priority Class Debt Representative ”; and the Senior Priority Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “ Class Debt Representatives ”), acting on behalf of the holders of such Senior Priority Class Debt (such Representative and holders in respect of any such Senior Priority Class Debt being referred to as the “ Senior Priority Class Debt Parties ; and the Senior Priority Class Debt Parties and Second Priority Class Debt Parties, collectively, the “ Class Debt Parties ”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (iii), as applicable, of the immediately succeeding paragraph, and Section 8.09(b). In order for a Class Debt Representative to become a party to this Agreement:

(i) such Class Debt Representative shall have executed and delivered a Joinder Agreement substantially in the form of Annex II (if such Representative is a Second Priority Class Debt Representative) or Annex III (if such Representative is a Senior Priority Class Debt Representative) (with such changes as may be reasonably approved by the Designated Senior Priority Representative and such Class Debt Representative) pursuant to which it becomes a Representative hereunder, and the Class Debt in respect of which such Class Debt Representative is the Representative and the related Class Debt Parties become subject hereto and bound hereby;

(ii) the Borrower shall have delivered to the Designated Senior Priority Representative an Officer’s Certificate stating that the conditions set forth in this Section 8.09 are satisfied with respect to such Class Debt and, if requested, true and complete copies of each of the Second Priority Debt Documents or Senior Priority Debt Documents, as applicable, relating to such Class Debt, certified as being true and correct by an Authorized Officer of the Borrower; and

(iii) the Second Priority Debt Documents or Senior Priority Debt Documents, as applicable, relating to such Class Debt shall provide, or shall be amended to provide, that each Class Debt Party with respect to such Class Debt will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Class Debt.

(b) With respect to any Class Debt that is issued or incurred after the Closing Date, the Borrower and each of the other Grantors agrees to take such actions (if any) as may from time to time reasonably be requested by any Senior Priority Representative, any Second Priority Representative or any Major Second Priority Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Collateral Documents (or execute and deliver such additional Collateral Documents) as may from time to time be reasonably requested by such

Persons, to ensure that the Class Debt is secured by, and entitled to the benefits of, the relevant Collateral Documents relating to such Class Debt, and each Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Designated Senior Priority Representative and the Designated Second Priority Representative, as the case may be, to enter into, any such technical amendments, modifications and/or supplements (and additional Collateral Documents).

Section 8.10. Notices. All notices and other communications provided for or permitted hereunder shall be in writing (including telegraphic, telecopy or telex communication or facsimile transmission) and mailed, telegraphed, telecopied, telexed, faxed or delivered to it, (i) if to Holdings the Borrower or any Grantor, addressed to the Borrower at its address specified in Section 10.02 of the First Lien Credit Agreement, (ii) if to the First Lien Administrative Agent, at its address specified in Section 10.02 of the First Lien Credit Agreement, (iii) if to the Second Lien Administrative Agent, at its address specified in Section 10.02 of the Second Lien Credit Agreement and (iv) if to any other Representative, at the address specified by it in the Joinder Agreement delivered by it pursuant to Section 8.09.

Unless otherwise specifically provided herein, all notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service or sent by fax or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 8.10 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 8.10. As agreed to among Holdings, the Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by email to the email address of a representative of the applicable Person provided from time to time by such Person.

Section 8.11. Further Assurances. Each Senior Priority Representative, on behalf of itself and each Senior Priority Secured Party under the Senior Priority Debt Facility for which it is acting, and each Second Priority Representative, on behalf of itself, and each Second Priority Secured Party under its Second Priority Debt Facility, agrees that it will take such further action and shall execute and deliver such additional documents and instruments (in recordable form, if requested) as the other parties hereto may reasonably request to effectuate the terms of, and the Lien priorities contemplated by, this Agreement.

Section 8.12. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc . (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(b) EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE COUNTY OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT

FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH 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. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT ANY SENIOR PRIORITY REPRESENTATIVE, SENIOR PRIORITY SECURED PARTY, SECOND PRIORITY REPRESENTATIVE OR SECOND PRIORITY SECURED PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AGAINST HOLDINGS, THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c) EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d) EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02 OF THE FIRST LIEN CREDIT AGREEMENT. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

(e) EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 8.12(E) WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE

SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 8.13. Binding on Successors and Assigns. This Agreement shall be binding upon the Senior Priority Representatives, the Senior Priority Secured Parties, the Second Priority Representatives, the Second Priority Secured Parties, Holdings, the Borrower, the other Grantors party hereto and their respective successors and assigns.

Section 8.14. Section Titles. The section titles contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of this Agreement.

Section 8.15. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of an original executed counterpart of this Agreement.

Section 8.16. Authorization. By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement. The First Lien Administrative Agent represents and warrants that this Agreement is binding upon the First Lien Credit Agreement Secured Parties. The Second Lien Administrative Agent represents and warrants that this Agreement is binding upon the Second Lien Credit Agreement Secured Parties.

Section 8.17. No Third Party Beneficiaries; Successors And Assigns. The lien priorities set forth in this Agreement and the rights and benefits hereunder in respect of such lien priorities shall inure solely to the benefit of the Senior Priority Representatives, the Senior Priority Secured Parties, the Second Priority Representatives and the Second Priority Secured Parties, and their respective permitted successors and assigns, and no other Person (including the Grantors, or any trustee, receiver, debtor in possession or bankruptcy estate in a bankruptcy or like proceeding) shall have or be entitled to assert such rights.

Section 8.18. Effectiveness. This Agreement shall become effective when executed and delivered by the parties hereto.

Section 8.19. Administrative Agent and Representative. It is understood and agreed that (a) the First Lien Administrative Agent is entering into this Agreement in its capacity as administrative agent and collateral agent under the First Lien Credit Agreement and the provisions of Article IX of the First Lien Credit Agreement applicable to the Agents (as defined therein) thereunder shall also apply to the First Lien Administrative Agent hereunder, (b) the Second Lien Administrative Agent is entering into this Agreement in its capacity as administrative agent and collateral agent under the Second Lien Credit Agreement and the provisions of Article IX of the Second Lien Credit Agreement applicable to the Agents (as defined therein) thereunder shall also

apply to the Second Lien Administrative Agent hereunder and (c) each other Representative party hereto is entering into this Agreement in its capacity as trustee or agent for the secured parties referenced in the applicable Additional Senior Priority Debt Document or Additional Second Priority Debt Document (as applicable) and the corresponding exculpatory and liability-limiting provisions of such agreement applicable to such Representative thereunder shall also apply to such Representative hereunder.

Section 8.20. Relative Rights. Notwithstanding anything in this Agreement to the contrary (except to the extent contemplated by Section 5.01(a), 5.01(d) or 5.03(b)), nothing in this Agreement is intended to or will (a) amend, waive or otherwise modify the provisions of the First Lien Credit Agreement, any other Senior Priority Debt Document or any Second Priority Debt Documents, or permit Holdings, the Borrower or any other Grantor to take any action, or fail to take any action, to the extent such action or failure would otherwise constitute a breach of, or default under, the First Lien Credit Agreement or any other Senior Priority Debt Document or any Second Priority Debt Documents, (b) change the relative priorities of the Senior Priority Obligations or the Liens granted under the Senior Priority Collateral Documents on the Shared Collateral (or any other assets) as among the Senior Priority Secured Parties, (c) otherwise change the relative rights of the Senior Priority Secured Parties in respect of the Shared Collateral as among such Senior Priority Secured Parties or (d) obligate Holdings, the Borrower or any other Grantor to take any action, or fail to take any action, that would otherwise constitute a breach of, or default under, the First Lien Credit Agreement or any other Senior Priority Debt Document or any Second Priority Debt Document.

Section 8.21. Survival Of Agreement. All covenants, agreements, representations and warranties made by any party in this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as First Lien Administrative Agent


	By:
		Name:
		Title:

	By:
		Name:
		Title:


	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Second Lien Administrative Agent


	By:
		Name:
		Title:

	By:
		Name:
		Title:


	THE GRANTORS LISTED ON ANNEX I HERETO


	By:
		Name:
		Title:

	Grantors


	[ ]

ANNEX I

[FORM OF] SUPPLEMENT NO. [ ] dated as of [ ], 20[ ] to the FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT dated as of January 15, 2014 (the “ First Lien/Second Lien Intercreditor Agreement ”), among WTG HOLDINGS II CORP., a Delaware corporation (or any successor thereof, “ Holdings ”), WTG HOLDINGS III CORP., a Delaware corporation (the “ Borrower ”), certain subsidiaries and affiliates of the Borrower (each a “ Grantor ”), Credit Suisse AG or any successor thereof, as Administrative Agent under the First Lien Credit Agreement, Credit Suisse AG or any successor thereof, as Administrative Agent under the Second Lien Credit Agreement, and the additional Representatives from time to time a party thereto.

A. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the First Lien/Second Lien Intercreditor Agreement.

B. The Grantors have entered into the First Lien/Second Lien Intercreditor Agreement. Pursuant to the First Lien Credit Agreement, certain Additional Senior Priority Debt Documents and certain Second Priority Debt Documents, certain newly acquired or organized Subsidiaries of the Borrower are required to enter into the First Lien/Second Lien Intercreditor Agreement. Section 8.07 of the First Lien/Second Lien Intercreditor Agreement provides that such Subsidiaries may become party to the First Lien/Second Lien Intercreditor Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the “ New Grantor ”) is executing this Supplement in accordance with the requirements of the First Lien Credit Agreement, the Second Priority Debt Documents and Additional Senior Priority Debt Documents.

Accordingly, the Designated Senior Priority Representative and the New Subsidiary Grantor agree as follows:

Section 1. In accordance with Section 8.07 of the First Lien/Second Lien Intercreditor Agreement, the New Grantor by its signature below becomes a Grantor under the First Lien/Second Lien Intercreditor Agreement with the same force and effect as if originally named therein as a Grantor, and the New Grantor hereby agrees to all the terms and provisions of the First Lien/Second Lien Intercreditor Agreement applicable to it as a Grantor thereunder. Each reference to a “Grantor” in the First Lien/Second Lien Intercreditor Agreement shall be deemed to include the New Grantor. The First Lien/Second Lien Intercreditor Agreement is hereby incorporated herein by reference.

Section 2. The New Grantor represents and warrants to the Designated Senior Priority Representative and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

Section 3. This Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single

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contract. This Supplement shall become effective when the Designated Senior Priority Representative shall have received a counterpart of this Supplement that bears the signature of the New Grantor. Delivery of an executed signature page to this Supplement by facsimile transmission or other electronic method shall be as effective as delivery of a manually signed counterpart of this Supplement.

Section 4. Except as expressly supplemented hereby, the First Lien/Second Lien Intercreditor Agreement shall remain in full force and effect.

Section 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 6. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the First Lien/Second Lien Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 7. All communications and notices hereunder shall be in writing and given as provided in Section 8.10 of the First Lien/Second Lien Intercreditor Agreement. All communications and notices hereunder to the New Grantor shall be given to it in care of the Borrower as specified in the First Lien/Second Lien Intercreditor Agreement.

Section 8. The Borrower agrees to reimburse the Designated Senior Priority Representative for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Designated Senior Priority Representative.

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IN WITNESS WHEREOF, the New Grantor, and the Designated Senior Priority Representative have duly executed this Supplement to the First Lien/Second Lien Intercreditor Agreement as of the day and year first above written.

		[NAME OF NEW SUBSIDIARY GRANTOR],


		By:
			Name:
			Title:

Acknowledged by:

[ ], as Designated Senior Priority
Representative,


By:
	Name:
	Title:


[ ], as Designated Second Priority
Representative,


By:
	Name:
	Title:

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ANNEX II

[FORM OF] REPRESENTATIVE SUPPLEMENT NO. [ ] dated as of [ ], 20[ ] to the FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT dated as of January 15, 2014 (the “ First Lien/Second Lien Intercreditor Agreement ”), among WTG HOLDINGS II CORP., a Delaware corporation (or any successor thereof, “ Holdings ”), WTG HOLDINGS III CORP., a Delaware corporation (the “ Borrower ”), certain subsidiaries and affiliates of the Borrower (each a “ Grantor ”), Credit Suisse AG or any successor thereof, as Administrative Agent under the First Lien Credit Agreement, Credit Suisse AG or any successor thereof, as Administrative Agent under the Second Lien Credit Agreement, and the additional Representatives from time to time a party thereto.

A. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the First Lien/Second Lien Intercreditor Agreement.

B. As a condition to the ability of the Borrower, Holdings or any other Grantor to incur Second Priority Class Debt and to secure such Second Priority Class Debt with the Second Priority Lien and to have such Second Priority Class Debt guaranteed by the Grantors on a subordinated basis, in each case under and pursuant to the Second Priority Collateral Documents, the Second Priority Class Representative in respect of such Second Priority Class Debt is required to become a Representative under, and such Second Priority Class Debt and the Second Priority Class Debt Parties in respect thereof are required to become subject to and bound by, the First Lien/Second Lien Intercreditor Agreement. Section 8.09 of the First Lien/Second Lien Intercreditor Agreement provides that such Second Priority Class Debt Representative may become a Representative under, and such Second Priority Class Debt and such Second Priority Class Debt Parties may become subject to and bound by, the First Lien/Second Lien Intercreditor Agreement, pursuant to the execution and delivery by the Second Priority Class Debt Representative of an instrument in the form of this Representative Supplement and the satisfaction of the other conditions set forth in Section 8.09 of the First Lien/Second Lien Intercreditor Agreement. The undersigned Second Priority Class Debt Representative (the “ New Representative ”) is executing this Supplement in accordance with the requirements of the Senior Priority Debt Documents and the Second Priority Debt Documents.

Accordingly, the Designated Senior Priority Representative and the New Representative agree as follows:

Section 1. In accordance with Section 8.09 of the First Lien/Second Lien Intercreditor Agreement, the New Representative by its signature below becomes a Representative under, and the related Second Priority Class Debt and Second Priority Class Debt Parties become subject to and bound by, the First Lien/Second Lien Intercreditor Agreement with the same force and effect as if the New Representative had originally been named therein as a Representative, and the New Representative, on behalf of itself and such Second Priority Class Debt Parties, hereby agrees to all the terms and provisions of the First Lien/Second Lien Intercreditor Agreement applicable to it as a

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Second Priority Representative and to the Second Priority Class Debt Parties that it represents as Second Priority Secured Parties. Each reference to a “ Representative ” or “ Second Priority Representative ” in the First Lien/Second Lien Intercreditor Agreement shall be deemed to include the New Representative. The First Lien/Second Lien Intercreditor Agreement is hereby incorporated herein by reference.

Section 2. The New Representative represents and warrants to the Designated Senior Priority Representative and the other Secured Parties that (i) it has full power and authority to enter into this Representative Supplement, in its capacity as [agent] [trustee], (ii) this Representative Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms of such Agreement and (iii) the Second Priority Debt Documents relating to such Second Priority Class Debt provide that, upon the New Representative’s entry into this Agreement, the Second Priority Class Debt Parties in respect of such Second Priority Class Debt will be subject to and bound by the provisions of the First Lien/Second Lien Intercreditor Agreement as Second Priority Secured Parties.

Section 3. This Representative Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Representative Supplement shall become effective when the Designated Senior Priority Representative shall have received a counterpart of this Representative Supplement that bears the signature of the New Representative. Delivery of an executed signature page to this Representative Supplement by facsimile transmission or other electronic method shall be effective as delivery of a manually signed counterpart of this Representative Supplement.

Section 4. Except as expressly supplemented hereby, the First Lien/Second Lien Intercreditor Agreement shall remain in full force and effect.

Section 5. THIS REPRESENTATIVE SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 6. In case any one or more of the provisions contained in this Representative Supplement should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the First Lien/Second Lien Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 7. All communications and notices hereunder shall be in writing and given as provided in Section 8.10 of the First Lien/Second Lien Intercreditor Agreement. All communications and notices hereunder to the New Representative shall be given to it at the address set forth below its signature hereto.

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Section 8. The Borrower agrees to reimburse the Designated Senior Priority Representative for its reasonable out-of-pocket expenses in connection with this Representative Supplement, including the reasonable fees, other charges and disbursements of counsel for the Designated Senior Priority Representative.

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IN WITNESS WHEREOF, the New Representative and the Designated Senior Priority Representative have duly executed this Representative Supplement to the First Lien/Second Lien Intercreditor Agreement as of the day and year first above written.

	[NAME OF NEW REPRESENTATIVE], as [ ] for the holders of [ ],


	By:
		Name:
		Title:

	Address for notices:


	attention of:

	Telecopy:

	[ ], as Designated Senior Priority
	Representative,


	By:
		Name:
		Title:

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Acknowledged by:

[ ]


By:
	Name:
	Title:

[ ]


By:
	Name:
	Title:

THE GRANTORS
LISTED ON SCHEDULE I HERETO


By:
	Name:
	Title:

A- 8

ANNEX III

A. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the First Lien/Second Lien Intercreditor Agreement.

B. As a condition to the ability of the Borrower, Holdings or any other Grantor to incur Senior Priority Class Debt after the date of the First Lien/Second Lien Intercreditor Agreement and to secure such Senior Priority Class Debt with the Senior Lien and to have such Senior Priority Class Debt guaranteed by the Grantors on a senior basis, in each case under and pursuant to the Senior Priority Collateral Documents, the Senior Priority Class Debt Representative in respect of such Senior Priority Class Debt is required to become a Representative under, and such Senior Priority Class Debt and the Senior Priority Class Debt Parties in respect thereof are required to become subject to and bound by, the First Lien/Second Lien Intercreditor Agreement. Section 8.09 of the First Lien/Second Lien Intercreditor Agreement provides that such Senior Priority Class Debt Representative may become a Representative under, and such Senior Priority Class Debt and such Senior Priority Class Debt Parties may become subject to and bound by, the First Lien/Second Lien Intercreditor Agreement, pursuant to the execution and delivery by the Senior Priority Class Debt Representative of an instrument in the form of this Representative Supplement and the satisfaction of the other conditions set forth in Section 8.09 of the First Lien/Second Lien Intercreditor Agreement. The undersigned Senior Priority Class Debt Representative (the “ New Representative ”) is executing this Supplement in accordance with the requirements of the Senior Priority Debt Documents and the Second Priority Debt Documents.

Accordingly, the Designated Senior Priority Representative and the New Representative agree as follows:

Section 1. In accordance with Section 8.09 of the First Lien/Second Lien Intercreditor Agreement, the New Representative by its signature below becomes a Representative under, and the related Senior Priority Class Debt and Senior Priority Class Debt Parties become subject to and bound by, the First Lien/Second Lien Intercreditor Agreement with the same force and effect as if the New Representative had originally been named therein as a Representative, and the New Representative, on behalf of itself and such Senior Priority Class Debt Parties, hereby agrees to all the terms and provisions of the First Lien/Second Lien Intercreditor Agreement applicable to it as a Senior Priority

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Representative and to the Senior Priority Class Debt Parties that it represents as Senior Priority Secured Parties. Each reference to a “ Representative ” or “ Senior Priority Representative ” in the First Lien/Second Lien Intercreditor Agreement shall be deemed to include the New Representative. The First Lien/Second Lien Intercreditor Agreement is hereby incorporated herein by reference.

Section 2. The New Representative represents and warrants to the Designated Senior Priority Representative and the other Secured Parties that (i) it has full power and authority to enter into this Representative Supplement, in its capacity as [agent] [trustee], (ii) this Representative Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms of such Agreement and (iii) the Senior Priority Debt Documents relating to such Senior Priority Class Debt provide that, upon the New Representative’s entry into this Agreement, the Senior Priority Class Debt Parties in respect of such Senior Priority Class Debt will be subject to and bound by the provisions of the First Lien/Second Lien Intercreditor Agreement as Senior Priority Secured Parties.

Section 4. Except as expressly supplemented hereby, the First Lien/Second Lien Intercreditor Agreement shall remain in full force and effect.

Section 5. THIS REPRESENTATIVE SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 7. All communications and notices hereunder shall be in writing and given as provided in Section 8.10 of the First Lien/Second Lien Intercreditor Agreement. All communications and notices hereunder to the New Representative shall be given to it at the address set forth below its signature hereto.

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	[NAME OF NEW REPRESENTATIVE], as [ ] for the holders of [ ],


	By:
		Name:
		Title:

	Address for notices:


	attention of:

	Telecopy:

	[ ], as Designated Senior Priority
	Representative,


	By:
		Name:
		Title:

A- 12

Acknowledged by:

[ ]


By:
	Name:
	Title:

[ ]


By:
	Name:
	Title:

THE GRANTORS
LISTED ON SCHEDULE I HERETO


By:
	Name:
	Title:

A- 13

Exhibit 10.2

EXECUTION VERSION

INCREMENTAL TERM FACILITY AMENDMENT NO. 1

INCREMENTAL TERM FACILITY AMENDMENT NO. 1 (this “ Agreement ”), dated as of April 15, 2016, among EWT HOLDINGS III CORP. (f/k/a WTG HOLDINGS III CORP.), a Delaware corporation (the “ Borrower ”), EWT HOLDINGS II CORP. (f/k/a WTG HOLDINGS II CORP.), a Delaware corporation (“ Holdings ”), each financial institution identified on the signature pages hereto as an “Incremental First Lien Lender” (each, an “ Incremental First Lien Lender ”), and Credit Suisse AG, as administrative agent (in such capacity, the “ Administrative Agent ”) and collateral agent, relating to the First Lien Credit Agreement, dated as of January 15, 2014 (as heretofore amended, amended and restated, extended, supplemented or otherwise modified from time to time prior to the date hereof, the “ Credit Agreement ”), among the Borrower, Holdings, the Lenders and the Administrative Agent.

RECITALS:

WHEREAS, the Borrower has requested that, pursuant to Section 2.14 of the Credit Agreement, the Incremental First Lien Lenders provide to the Borrower Incremental First Lien Term Commitments in an aggregate principal amount of up to $185,000,000.

WHEREAS, each Incremental First Lien Lender has agreed, on the terms and conditions set forth herein, to provide a portion of such Incremental First Lien Term Commitments and to become, if not already, a Lender for all purposes under the Credit Agreement.

WHEREAS, pursuant to Sections 2.14(d) and 10.01 of the Credit Agreement, the Credit Agreement may be amended to give effect to the provisions of Section 2.14 of the Credit Agreement through an Incremental First Lien Commitments Amendment executed by Holdings, the Borrower, each Incremental First Lien Lender providing an Incremental First Lien Term Commitment and the Administrative Agent.

NOW THEREFORE, the parties hereto therefore agree as follows:

SECTION 1 . Defined Terms. Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement.

SECTION 2 . Incremental Term Loans .

(a) Subject to and upon the terms and conditions set forth herein, each Incremental First Lien Lender party hereto severally agrees to make, on the Incremental First Lien Commitments Effective Date (as defined below), term loans (collectively, the “ Incremental 2016 First Lien Term Loans ”) in Dollars to the Borrower in an amount equal to the commitment amount set forth next to such Incremental First Lien Lender’s name in Schedule 1 hereto under the caption “Incremental First Lien Term Commitment”.

(b) Notwithstanding the foregoing paragraph, the gross proceeds required to be funded by each Incremental First Lien Lender with respect to its Incremental 2016 First Lien Term Loan shall be equal to 99.0% of the principal amount of such Incremental 2016 First Lien Term Loan.

(c) The Incremental First Lien Lenders’ several Incremental First Lien Term Commitments shall terminate on the earliest of (x) May 13, 2016, (y) the Incremental First Lien Commitments Effective Date (immediately after giving effect to the Borrowing of Incremental 2016 First Lien Term Loans on such date) and (z) the date the Acquisition Agreement (as defined below) is terminated prior to the closing of the Acquisition (as defined below).

(d) The Borrower shall follow the borrowing procedure set forth in Section 2.02(a)(i) of the Credit Agreement applicable to Incremental First Lien Term Loans in order to incur the Incremental 2016 First Lien Term Loans.

(e) Incremental 2016 First Lien Term Loans borrowed under this Section 2 and subsequently repaid or prepaid may not be reborrowed.

SECTION 3 . Availability and Use of Proceeds . The proceeds of the Incremental 2016 First Lien Term Loans shall be used (i) to finance the Borrower’s acquisition (the “ Acquisition ”) of all of the issued and outstanding shares of common stock of Neptune-Benson Holding Corp., a Delaware corporation (“ NBHC ”), and all of the issued and outstanding limited liability interests of NB Filtration Holdings, LLC, a Delaware limited liability company (the “ Company ” and, together with NBHC, the “ Target ”), pursuant to that certain Stock and Limited Liability Company Interests Purchase Agreement dated as of March 14, 2016 (including the exhibits and schedules thereto, the “ Acquisition Agreement ”) by and among AG NB Holdings, LLC, the persons identified on Schedule A thereto as the “LLC Interest Sellers”, the Company, NBHC and the Borrower, (ii) to finance the Refinancing (as defined below) and (iii) to pay fees, premiums and expenses incurred in connection with the Transactions (as defined below) (including upfront fees and original issue discount).

SECTION 4 . Applicable Rate and Interest Periods. The “Applicable Rate” for each Incremental 2016 First Lien Term Loan shall be (a) for Eurocurrency Rate Loans, 4.50% per annum and (b) for Base Rate Loans, 3.50% per annum. The Incremental 2016 First Lien Term Loans shall be funded on the Incremental First Lien Commitments Effective Date as Base Rate Loans or Eurocurrency Rate Loans, as provided for in Section 2.02(a)(i) of the Credit Agreement.

SECTION 5 . Repayment of Incremental Term Loans; Maturity Date.

(a) Subject to adjustment pursuant to Section 2.05 of the Credit Agreement, the Borrower shall repay the aggregate outstanding principal amount of all Incremental 2016 First Lien Term Loans on the last day of each March, June, September and December (commencing on June 30, 2016) in an amount equal to $462,500.00; provided that if any such date is not a Business Day, such payment shall be due on the immediately preceding Business Day.

(b) To the extent not previously paid, all Incremental 2016 First Lien Term Loans shall be due and payable on the earlier of (i) January 15, 2021 and (ii) the date that the Incremental 2016 First Lien Term Loans are declared due and payable pursuant to Section 8.02 of the Credit Agreement.

(c) Any optional prepayment of any portion of the outstanding Incremental 2016 First Lien Term Loans made pursuant to Section 2(a) hereunder in connection with a Repricing Transaction (including any mandatory assignment pursuant to Section 3.07 of the Credit Agreement in connection therewith) and (y) any prepayment of Incremental 2016 First Lien Term Loans pursuant to Section 2.05(b)(iii) of the Credit Agreement in connection with a Repricing Transaction or any amendment to the Credit Agreement in connection with a Repricing Transaction (in each case including any mandatory assignment pursuant to Section 3.07 of the Credit Agreement in connection therewith), in each case of clause (x) and clause (y) on or prior to the date that is 12 months following the Incremental First Lien Commitments Effective Date, shall be subject to a premium equal to the principal amount of Incremental 2016 First Lien Term Loans subject to such prepayment or the principal amount of Incremental 2016 First Lien Term Loans affected by such amendment (or mandatorily assigned in connection therewith), as applicable, multiplied by 1.00%. Any prepayment of all or any portion of the outstanding Incremental 2016 First Lien Term Loans on or after the date that is 12 months following the Incremental First Lien Commitments Effective Date shall not be subject to a premium.

SECTION 6 . MFN Pricing Protection . For the purposes of this Agreement, the provisions of Section 2.14(b)(iii) of the Credit Agreement shall apply to subsequent Incremental First Lien Term Loans incurred after the Incremental First Lien Commitments Effective Date, with the following changes: (i) the words “on or prior to the date that is 18 months following the Closing Date” shall be deleted, (ii) references to “Term Loans” shall be deemed to refer to the outstanding Incremental 2016 First Lien Term Loans incurred by the Borrower under this Agreement, (iii) references to “Incremental First Lien Term Loans” and “Incremental First Lien Term Loan Tranche” shall be deemed to refer to subsequent Incremental First Lien Term Loans and Incremental First Lien Term Loan Tranches incurred by the Borrower after the Incremental First Lien Commitments Effective Date, (iv) the yield of the Incremental 2016 First Lien Term Loans shall be determined after taking into account any repricing of the Incremental 2016 First Lien Term Loans that has become effective prior to such date of determination (it being understood that if any such repricing was effected as a refinancing tranche, the OID applicable to the refinanced loans shall be taken into account in addition to any OID applicable to the refinancing loans) and (v) the provisions of this Section 6 shall not apply to any subsequent Incremental First Lien Term Loans or Incremental First Lien Term Loan Tranches that are incurred by the Borrower after the Incremental First Lien Commitments Effective Date utilizing the amounts under clause (A) of the second proviso of Section 2.14(a) of the Credit Agreement.

SECTION 7 . Negative Covenants . The Borrower agrees that, to the extent that the proceeds of the Equity Contribution (as defined below) are used directly or indirectly to finance the Acquisition, the Equity Contribution shall constitute a Permitted Equity Issuance solely for the purposes of Section 7.02(o) of the Credit Agreement. It is agreed that the provisions of this Section 7 are for the benefit of all Lenders (including the Incremental First Lien Lenders).

SECTION 8 . Acknowledgment and Consent to Bail-In of EEA Financial Institutions . Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.

As used herein, the following terms have the following meanings:

“ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“ Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent;

“ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“ EEA Resolution Authority ” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“ Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

In addition, for purposes of clause (d) of the definition of “Defaulting Lender”, a Lender that is subject to a Bail-In Action shall also be deemed to be a Defaulting Lender for purposes of this Amendment.

SECTION 9 . Terms of the Incremental 2016 First Lien Term Loans Generally . In accordance with Section 2.14(g) of the Credit Agreement, on the Incremental First Lien Commitments Effective Date, (1) each Incremental First Lien Lender hereunder shall become a “Lender” for all purposes of the Credit Agreement and the other Loan Documents, (2) shall have an Incremental First Lien Commitment which shall become a “Commitment” under the Credit Agreement and (3) shall make an Incremental 2016 First Lien Term Loan to the Borrower in a principal amount equal to such Incremental First Lien Term Commitment, and such Incremental 2016 First Lien Term Loan shall be a “Term Loan” for all purposes of the Credit Agreement and the other Loan Documents and, for the avoidance of doubt, shall share ratably in any mandatory prepayments required by Section 2.05(b) of the Credit Agreement. The Incremental 2016 First Lien Term Loans are “Incremental 2016 First Lien Term Loans” under the Credit Agreement and shall constitute a separate Class of Indebtedness under the Credit Agreement and shall have the same terms and conditions (including in respect of covenants and Events of Default) as those applicable to the existing Term Loans, except as provided herein.

SECTION 10 . Representations of the Borrower. The Borrower and each other Loan Party hereby represents and warrants to the Administrative Agent and the Incremental First Lien Lenders that:

(a) the representations and warranties of the Borrower and each other Loan Party contained in Article V of the Credit Agreement or any other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date of the incurrence of the Incremental 2016 First Lien

Term Loans, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, and except that for purposes of this Section 10 , the representations and warranties contained in Section 5.05(a) and Sections 5.05(b) and (c) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01 (a) and (b) of the Credit Agreement, respectively; it being understood that the only representations and warranties the accuracy of which are a condition precedent to funding the Incremental 2016 First Lien Term Loans on the Incremental First Lien Commitments Effective Date are the representations and warranties are as set forth in Section 11(f) ;

(b) this Agreement has been duly executed and delivered by each Loan Party; and

(c) this Agreement constitutes a legal, valid and binding obligation of each Loan Party, enforceable against such Loan Party in accordance with its terms, except as such enforceability may be limited by bankruptcy insolvency, reorganization, receivership, moratorium or other laws affecting creditors’ rights generally and by general principles of equity.

SECTION 11 . Conditions to the Incremental First Lien Commitments Effective Date. This Agreement shall become effective as of the first date (the “ Incremental First Lien Commitments Effective Date ”) when each of the following conditions shall have been satisfied:

(a) The Administrative Agent shall have received from the Borrower, each other Loan Party, each Incremental First Lien Lender and the Administrative Agent an executed counterpart hereof or other written confirmation (in form satisfactory to the Administrative Agent) that such party has signed a counterpart hereof.

(b) The Administrative Agent shall have received: (i) a copy of the certificate or articles of incorporation or organization or certificates of formation, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the secretary of state of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such secretary of state or similar Governmental Authority; (ii) a certificate of a Responsible Officer, Secretary or Assistant Secretary of each Loan Party dated the Incremental First Lien Commitments Effective Date and certifying (1) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Incremental First Lien Commitments Effective Date, (2) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby, including, in the case of the Borrower, the Borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (3) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (4) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Responsible Officer, Secretary or Assistant Secretary executing the certificate pursuant to this clause (ii); and (iii) a customary certificate, substantially in the form of Exhibit A hereto, from the chief financial officer of Holdings, certifying that Holdings and its subsidiaries, on a consolidated basis, after giving effect to the Transactions and the other transactions contemplated hereby, are solvent.

(c) The Administrative Agent shall have received a favorable written opinion of Fried, Frank, Harris, Schriver & Jacobson LLP, counsel to the Loan Parties, dated the Incremental First Lien Commitments Effective Date and in form and substance reasonably satisfactory to the Administrative Agent.

(d) The Administrative Agent shall have received a Committed Loan Notice with respect to the Incremental 2016 First Lien Term Loans meeting the requirements of Section 2.02 of the Credit Agreement.

(e) Prior to, or substantially concurrently with the funding contemplated by this Agreement, (x) the Equity Contribution shall have been made and (y) the Refinancing shall have been consummated. For the purposes hereof,

“ Equity Contribution ” means the additional cash and rollover equity contributions that the Permitted Holders and certain other co-investors (which may include EWT Holdings I Corp. and its existing investors as well as shareholders and management of the Target who may participate in a rollover contribution) will directly or indirectly make to Holdings (with all such contributions to be in the form of (i) common equity and (ii) preferred equity having terms reasonably acceptable to the Lead Arrangers), the proceeds of which shall be contributed in cash to the common equity of the Borrower (or invested in the Borrower in the form of common equity); it being understood that to the extent the proceeds of such Equity Contribution are used directly or indirectly to finance the Acquisition, the Equity Contribution shall constitute a Permitted Equity Issuance (as defined in the Credit Agreement) solely for purposes of Section 7.02(o) of the Credit Agreement. The Equity Contribution shall be in an aggregate amount equal to the excess of (i) the sum of (x) the Purchase Price (as defined in the Acquisition Agreement), as it may be adjusted in accordance with the provisions of the Acquisition Agreement and (y) fees, expenses and other amounts necessary to consummate the Transactions (as defined below) (collectively, the “ Acquisition Consideration ”) over (ii) the sum of (x) the aggregate principal amount of loans incurred by the Borrower under the First Lien Incremental Term Facility and (y) cash on the balance sheet of the Borrower and its Subsidiaries that may be used to pay the Acquisition Consideration.

“ Refinancing ” means that substantially all existing indebtedness for borrowed money of the Target and its subsidiaries, other than intercompany indebtedness and existing capital leases, other indebtedness permitted to exist beyond the Closing Date under the Acquisition Agreement and certain limited indebtedness that the Lead Arrangers and the Borrower reasonably agree may remain outstanding after the Closing Date, will be refinanced, terminated or discharged and satisfied and all liens securing any such indebtedness will be released at the closing of the Acquisition.

“ Lead Arrangers ” means each of Credit Suisse Securities (USA) LLC, Morgan Stanley Senior Funding, Inc. and RBC Capital Markets (the marketing name for the investment banking activities of the Royal Bank of Canada and its affiliates).

“ Transactions ” means the consummation of the Acquisition pursuant to the Acquisition Agreement, the making of the Equity Contribution, the consummation of the Refinancing, the incurrence of the Incremental 2016 First Lien Term Loans and the payment of fees, premiums and expenses incurred in connection with the foregoing.

(f) The Specified Acquisition Agreement Representations shall be true and correct as of the Incremental First Lien Commitments Effective Date to the extent the breach thereof shall give the Borrower or any of its affiliates the right to terminate its obligations under the Acquisition Agreement or to decline to consummate the Acquisition and the Specified Representations shall be true and correct in all material respects as of the Incremental First Lien Commitments Effective 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); provided , that any Specified Representation qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification shall be true and correct in all respects (after giving effect to any such qualification of materiality). For purposes hereof,

“ Specified Acquisition Agreement Representations ” means such of the representations made by or with respect to the Target, its subsidiaries and its affiliates, and their respective businesses in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower has the right to terminate its obligations under the Acquisition Agreement or to decline to consummate the Acquisition as a result of a breach of such representations in the Acquisition Agreement.

“ Specified Representations ” means the representations and warranties of the Loan Parties in Sections 5.01(a), 5.01(b)(ii), 5.02(a), 5.04, 5.13, 5.17 (made after giving effect to the Transactions), 5.19 (subject to the following sentence), 5.20 (limited to the use of proceeds of the Incremental 2016 First Lien Term Loans), 5.21 (limited to the use of proceeds of the Incremental 2016 First Lien Term Loans) and 5.22 (limited to the use of proceeds of the Incremental 2016 First Lien Term Loans) of the Credit Agreement.

(g) The Acquisition shall be consummated pursuant to the Acquisition Agreement, substantially concurrently with the funding of the Incremental 2016 First Lien Term Loans, without giving effect to any amendments thereto, waivers thereof, supplements thereto or consents with respect thereto that are materially adverse to the Lead Arrangers or the Incremental First Lien Lenders in their capacity as such, without the consent of the Incremental First Lien Lenders, such consent not to be unreasonably withheld or delayed; provided that any change or modification to the definition of “Material Adverse Effect” (as such term is defined in the Acquisition Agreement) shall be deemed materially adverse to the Lead Arrangers and the Incremental First Lien Lenders.

(h) Since the date of the Acquisition Agreement, there shall have been no event, occurrence or development that has had, or would reasonably be expected to have, either individually or in the aggregate, an Acquisition Agreement Material Adverse Effect. “ Acquisition Agreement Material Adverse Effect ” means a Material Adverse Effect (as such term is defined in the Acquisition Agreement).

(i) The Administrative Agent shall have received, at least three (3) business days prior to the Incremental First Lien Commitments Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, as is reasonably requested in writing by the Administrative Agent at least ten (10) business days prior to the Incremental First Lien Commitments Effective Date.

(j) All fees and expenses due to the Lead Arrangers, the Administrative Agent and the Incremental First Lien Lenders required to be paid on the Incremental First Lien Commitments

Effective Date shall have been paid from the proceeds of the funding under the Incremental First Lien Term Facility.

(k) Prior to and immediately after giving effect to the Transactions, including the funding of the Incremental First Lien Term Facility on the Incremental First Lien Commitments Effective Date, there shall be no Event of Default under Section 8.01(a), 8.01(f) or 8.01(g) of the Credit Agreement.

(l) After giving effect to the borrowing of the Incremental 2016 First Lien Term Loans hereunder, the First Lien Leverage Ratio (without netting the cash and Cash Equivalents constituting proceeds of such Incremental 2016 First Lien Term Loans) as at the end of the most recently completed fiscal quarter of the Borrower for which financial statements are available pursuant to the terms of the Credit Agreement (determined as of the Incremental First Lien Commitments Effective Date) shall not exceed 3.80:1.00.

(m) The Administrative Agent shall have received (I) customary Uniform Commercial Code lien searches with respect to the Target and its Subsidiaries that are required to become Guarantors under the terms of the Credit Agreement, in each case, in such entity’s jurisdiction of organization, (II) execution and delivery of a customary joinder to the Security Agreement by each of Target and its Subsidiaries that are required to become Guarantors under the terms of the Credit Agreement, (III) UCC-1 financing statements for each of Target and each of its Subsidiaries that is required to become a Guarantor and (IV) stock certificates (accompanied by customary stock powers executed in blank) representing the Equity Interests of the Target and each of its Subsidiaries, in each case to the extent such Equity Interests are certificated and required to become collateral.

(n) The Administrative Agent shall have received a certificate, duly executed by a Responsible Officer of the Borrower, certifying as to the satisfaction of the conditions referred to in Sections 11(e), 11(f), 11(g), 11(h), 11(k) and 11(l) above.

SECTION 12 . Acknowledgment of Incremental First Lien Lenders. Each Incremental First Lien Lender expressly acknowledges that neither the Administrative Agent nor any Lead Arranger, nor any of their Affiliates nor any of their respective officers, directors, employees, agents or attorneys-in-fact have made any representations or warranties to it and that no act by the Administrative Agent or any Lead Arranger hereafter taken, including any review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Lead Arranger to any Incremental First Lien Lender. Each Incremental First Lien Lender represents to the Administrative Agent and the Lead Arrangers that it has, independently and without reliance upon the Administrative Agent, any Lead Arranger or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its own decision to provide its Incremental 2016 First Lien Term Loans hereunder and enter into this Agreement and become a Lender under the Credit Agreement. Each Incremental First Lien Lender also represents that it will, independently and without reliance upon the Administrative Agent, any Lead Arranger or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under the Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates. Each Incremental First Lien Lender hereby (a) confirms that it has received a copy of the Credit Agreement and each other Loan Document and such other documents (including financial statements) and information as it deems appropriate to make its decision to enter into this Agreement, (b) agrees that it shall be bound by the terms

of the Credit Agreement as a Lender thereunder and that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender, (c) irrevocably designates and appoints the Administrative Agent as the agent of such Incremental First Lien Lender under the Credit Agreement and the other Loan Documents, and each Incremental First Lien Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of the Credit Agreement and the other Loan Documents and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms of the Credit Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto, (d) specifies as its lending office and address for notices the offices set forth on the Administrative Questionnaire provided by it to the Administrative Agent prior to the date hereof, (e) acknowledges that this Agreement shall constitute an “Incremental First Lien Commitments Amendment” and a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents and (f) agrees that this Agreement shall serve as the notice specified in Section 2.14(a) of the Credit Agreement with respect to the Incremental First Lien Term Commitments and the Incremental 2016 First Lien Term Loans made pursuant hereto and waives any time period for delivery of such notice set forth therein.

SECTION 13 . Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New York.

SECTION 14 . Confirmation of Guarantees and Security Interests. By signing this Agreement, each Loan Party hereby confirms that (a) the obligations of the Loan Parties under the Credit Agreement as modified or supplemented hereby (including with respect to the Incremental 2016 First Lien Term Loans contemplated by this Agreement) and the other Loan Documents (i) are entitled to the benefits of the guarantees and the security interests set forth or created in the Guaranty, the Collateral Documents and the other Loan Documents, (ii) constitute “Secured Obligations,” “Guaranteed First Lien Obligations” or other similar term for purposes of the Credit Agreement, the Guaranty, the Collateral Documents and the other Loan Documents, (iii) notwithstanding the effectiveness of the terms hereof, the Guaranty, the Collateral Documents and the other Loan Documents, are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects and (b) each Incremental First Lien Lender shall be a “Secured Party” and a “Lender” (including without limitation for purposes of the definition of “Required Lenders” contained in Section 1.01 of the Credit Agreement) for all purposes of the Credit Agreement and the other Loan Documents. Each Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to the Administrative Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Secured Obligations as increased hereby.

SECTION 15 . Credit Agreement Governs . Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of any Lender or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.

SECTION 16 . Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or electronic (i.e., “pdf” or “tif”) transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 17 . Miscellaneous. This Agreement shall constitute an “Incremental First Lien Commitments Amendment” and a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents. The Incremental 2016 First Lien Term Loans incurred under this Agreement shall be deemed to be incurred under clause (B) of the second proviso of Section 2.14(a) of the Credit Agreement. For the avoidance of doubt, the Incremental 2016 First Lien Term Loans shall constitute a separate Class of Term Loans under the Credit Agreement than the Term Loans incurred by the Borrower on the Closing Date. The provisions of this Agreement are deemed incorporated into the Credit Agreement as if fully set forth therein. To the extent required by the Credit Agreement, each of the Borrower and the Administrative Agent hereby consent to each Incremental First Lien Lender that is not a Lender as of the date hereof becoming a Lender under the Credit Agreement on the Incremental First Lien Commitments Effective Date. In addition, the Borrower hereby consents to the assignment by any Incremental First Lien Lender of all or a portion of its Incremental 2016 First Lien Term Loans to any bank, financial institution or other investor identified by any Lead Arranger in writing to the Borrower on or prior to the Incremental First Lien Commitments Effective Date in connection with the primary syndication of the Incremental 2016 First Lien Term Loans.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

	EWT HOLDINGS III CORP (f/k/a WTG HOLDINGS III CORP.), as the Borrower


	By	/s/ Ron Keating
		Name: Ron Keating
		Title: President and Chief Executive Officer


	EWT HOLDINGS II CORP (f/k/a WTG HOLDINGS II CORP.), as Holdings


	By	/s/ Ron Keating
		Name: Ron Keating
		Title: President and Chief Executive Officer


	EVOQUA TREATED WATER OUTSOURCING CORP. (f./k/a SIEMENS TREATED WATER OUTSOURCING CORP.), as a Guarantor


	By	/s/ Vince Grieco
		Name: Vince Grieco
		Title: Secretary


	EVOQUA WATER TECHNOLOGIES LLC (f./k/a SIEMENS WATER TECHNOLOGIES LLC), as a Guarantor


	By	/s/ Vince Grieco
		Name: Vince Grieco
		Title: Senior Vice President, Secretary and General Counsel

[Signature Page to Incremental Term Facility Amendment No. 1]

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent


By:	/s/ Judith Smith
	Name:	JUDITH SMITH
	Title:	AUTHORIZED SIGNATORY


By:	/s/ Max Wallins
	Name:	Max Wallins
	Title:	Authorized Signatory

[Signature Page to Incremental Term Facility Amendment No. 1]

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Incremental First Lien Lender


By:	/s/ Judith Smith
	Name:	JUDITH SMITH
	Title:	AUTHORIZED SIGNATORY


By:	/s/ Max Wallins
	Name:	Max Wallins
	Title:	Authorized Signatory

[Signature Page to Incremental Term Facility Amendment No. 1]

EXECUTION VERSION

EXHIBIT A

SOLVENCY CERTIFICATE

April 15, 2016

Reference is made to the Incremental Term Facility Amendment No. 1 dated as of the date hereof (the “ Amendment ”) to the First Lien Credit Agreement, dated as of January 15, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time prior to the date hereof, the “ First Lien Credit Agreement ”), among EWT Holdings III Corp., a Delaware corporation, as Borrower, EWT Holdings II Corp., a Delaware corporation (“ Holdings ”), the Lenders from time to time party thereto, Credit Suisse AG, as administrative agent (in such capacity, the “ Administrative Agent ”) and as collateral agent and the L/C Issuers referred to therein. Capitalized terms used but not defined herein have the meanings set forth in the Amendment or the Credit Agreement, as applicable. This certificate is furnished to the Administrative Agent pursuant to Section 11(b)(iii) of the Amendment.

I, Steven E. DeCillis II, certify that I am the duly appointed, qualified and acting Vice President, Assistant Secretary and Treasurer of Holdings and, in such capacity, that:

On the date hereof, after giving effect to the transactions contemplated by the Amendment, Holdings and its Subsidiaries, when taken as a whole on a consolidated basis, (a) have property with fair value greater than the total amount of their debts and liabilities, contingent (it being understood that the amount of contingent liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability), subordinated or otherwise, (b) have assets with present fair salable value not less than the amount that will be required to pay their liability on their debts as they become absolute and matured, (c) will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as they become absolute and matured and (d) are not engaged in business or a transaction, and are not about to engage in business or a transaction, for which they have unreasonably small capital.

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned has caused this certificate to be duly executed and delivered as of the date first above written.

EWT HOLDINGS II CORP.


By:
	Name:	Steven E. DeCillis II
	Title:	Vice President, Assistant Secretary and Treasurer

EXHIBIT 10.3

EXECUTION COPY

AMENDMENT NO. 2

AMENDMENT NO. 2 (this “ Amendment ”), dated as of October 28, 2016, among EWT HOLDINGS III CORP. (f/k/a WTG HOLDINGS III CORP.), a Delaware corporation (the “ Borrower ”), EWT HOLDINGS II CORP. (f/k/a WTG HOLDINGS II CORP.), a Delaware corporation (“ Holdings ”), the other Loan Parties identified on the signature pages hereto, each financial institution identified on the signature pages hereto, and Credit Suisse AG, as administrative agent (in such capacity, the “ Administrative Agent ”) and collateral agent, relating to the First Lien Credit Agreement, dated as of January 15, 2014 (as heretofore amended, amended and restated, extended, supplemented or otherwise modified from time to time prior to the date hereof, the “ Existing Credit Agreement ”), among the Borrower, Holdings, the Lenders from the time to time party thereto, the Administrative Agent and the L/C Issuers referred to therein.

RECITALS:

WHEREAS, the Borrower intends to prepay in full (a) all Second Lien Loans outstanding immediately prior to the Amendment No. 2 Effective Date, together with all accrued and unpaid interest thereon and fees in respect thereof, and (b) all Revolving Credit Loans outstanding immediately prior to the Amendment No. 2 Effective Date, together with all accrued and unpaid interest and fees in respect thereof (the “ Revolving Credit Loan Prepayment ”), and in connection therewith, the Borrower has requested an amendment to the Existing Credit Agreement pursuant to which (i) certain new term lenders (the “ Incremental First Lien Term Loan Lenders ”) will agree to make incremental term loans under the Amended Credit Agreement (as defined below) in an aggregate principal amount of $150,000,000 (such incremental term loans, the “ Incremental First Lien Term Loans ”), (ii) certain additional financial institutions (including existing holders of Revolving Credit Commitments) (the “ Additional Revolving Credit Lenders ” and, together with the Incremental First Lien Term Loan Lenders, the “ Incremental Lenders ”) will agree to provide additional revolving credit commitments under the Amended Credit Agreement in an aggregate principal amount of $20,000,000 and (iii) the Existing Credit Agreement will be amended to reflect certain other modifications requested by the Borrower;

WHEREAS, on the terms and conditions set forth herein, (a) each of the Existing Lenders (as defined below) that are party hereto has consented to the amendment and the other transactions described above, (b) each Incremental First Lien Term Loan Lender has agreed to provide a term loan in the amount reflected for such lender on Schedule I under the heading “ Incremental First Lien Term Loan Commitment ” (its “ Incremental First Lien Term Loan Commitment ”) and (c) each Additional Revolving Credit Lender has agreed to provide Revolving Credit Commitments in the amount set forth on Schedule II hereto opposite such Additional Revolving Credit Lender’s name under the heading “ Additional Revolving Credit Commitment ” (each, an “ Additional Revolving Credit Commitment ”); and

WHEREAS, in order to effect the foregoing, the Borrower and the other parties hereto desire to amend, as of the Amendment No. 2 Effective Date, the Existing Credit Agreement, subject to the terms and conditions set forth herein.

NOW THEREFORE, the parties hereto therefore agree as follows:

SECTION 1 . Defined Terms. Unless otherwise specifically defined herein, each term used herein that is defined in the Existing Credit Agreement has the meaning assigned to such term in the Existing Credit Agreement.

SECTION 2 . Amendments to Existing Credit Agreement.

(a) The Existing Credit Agreement is, as of the Amendment No. 2 Effective Date and subject to the satisfaction of the conditions precedent set forth in Section 7 of this Amendment, hereby amended to delete the stricken text (indicated textually in the same manner as the following example: ~~stricken text~~ ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text ) as set forth in the pages of the Existing Credit Agreement attached as Annex I hereto (the Existing Credit Agreement, as so amended, the “ Amended Credit Agreement ”).

(b) Exhibit O to the Existing Credit Agreement is, as of the Amendment No. 2 Effective Date and subject to the satisfaction of the conditions precedent set forth in Section 7 of this Amendment, hereby deleted in its entirety and replaced with Annex II hereto (the Existing Credit Agreement, as so amended, the “ Amended Credit Agreement ”).

(c) Except as otherwise provided herein, all schedules and exhibits to the Existing Credit Agreement, in the forms thereof in effect immediately prior to the Amendment No. 2 Effective Date, will be continued as the schedules and exhibits attached to the Amended Credit Agreement.

SECTION 3 . Incremental First Lien Term Loans .

(a) On the Amendment No. 2 Effective Date, each Incremental First Lien Term Loan Lender shall make, severally but not jointly, a term loan in Dollars in a principal amount equal to its Incremental First Lien Term Loan Commitment (such loans “ Incremental First Lien Term Loans ”).

(b) The Incremental First Lien Term Loans shall have the same terms as the Term Loans borrowed on the Closing Date under the Existing Credit Agreement (the “ Closing Date Term Loans ”), shall constitute an upsize to, and shall be part of a single tranche of term loans with, the Closing Date Term Loans, and shall otherwise be subject to the provisions, including any provisions restricting the rights, or regarding the obligations, of the Loan Parties or any provisions regarding the rights of the Term Lenders, of the Amended Credit Agreement and the other Loan Documents.

(c) From and after the Amendment No. 2 Effective Date, each Incremental First Lien Term Loan Lender shall have all of the rights and obligations of a “Term Lender” and all Incremental First Lien Term Loans shall be “Term Loans”, in each case for all purposes of the Amended Credit Agreement and the other Loan Documents.

SECTION 4 Additional Revolving Credit Commitments .

(a) On the Amendment No. 2 Effective Date, each Additional Revolving Credit Lender shall provide, severally but not jointly, a Revolving Credit Commitment in a principal amount equal to its Additional Revolving Credit Commitment. The Revolving Credit Commitments of each Revolving Credit Lender under the Amended Credit Agreement shall be as set forth in Schedule III attached hereto.

(b) The Additional Revolving Credit Commitments shall have the same terms as the Revolving Credit Commitments under the Existing Credit Agreement and shall otherwise be subject to the provisions, including any provisions restricting the rights, or regarding the obligations, of the Loan Parties or any provisions regarding the rights of the Revolving Credit Lenders, of the Amended Credit Agreement and the other Loan Documents.

(c) From and after the Amendment No. 2 Effective Date, each Additional Revolving Credit Lender shall have all of the rights and obligations of a “Revolving Credit Lender” and all Additional Revolving Credit Commitments shall be “Revolving Credit Commitments”, in each case for all purposes

of the Amended Credit Agreement and the other Loan Documents, it being understood that all borrowings, commitment reductions, prepayments and repayments of Revolving Credit Loans made under the Additional Revolving Credit Commitments shall be made on a ratable basis with the other Revolving Credit Loans under the Amended Credit Agreement and all participations in Letters of Credit shall be made on a ratable basis among the Revolving Credit Lenders.

(d) To the extent that there are any Letters of Credit outstanding under the Existing Credit Agreement immediately prior to the Amendment No. 2 Effective Date (the “ Existing Letters of Credit ”), the participations therein shall be automatically reallocated among the Revolving Credit Lenders (including the Additional Revolving Credit Lenders) on a pro rata basis.

SECTION 5 Concerning the Guaranty and Collateral Documents.

(a) The Holdings Guaranty is, as of the Amendment No. 2 Effective Date and subject to the satisfaction of the conditions precedent set forth in Section 7 of this Amendment, hereby amended to delete the stricken text (indicated textually in the same manner as the following example: ~~stricken text~~ ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text ) as set forth in the pages of the Holdings Guaranty attached as Annex III hereto (the Holdings Guaranty, as so amended, the “ Amended Holdings Guaranty ”)

(b) The Subsidiary Guaranty is, as of the Amendment No. 2 Effective Date and subject to the satisfaction of the conditions precedent set forth in Section 7 of this Amendment, hereby amended to delete the stricken text (indicated textually in the same manner as the following example: ~~stricken text~~ ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text ) as set forth in the pages of the Subsidiary Guaranty attached as Annex IV hereto . (the Subsidiary Guaranty, as so amended, the “ Amended Subsidiary Guaranty ” and together with the Amended Holdings Guaranty, the “ Amended Guaranty ”)

(c) The Security Agreement is, as of the Amendment No. 2 Effective Date and subject to the satisfaction of the conditions precedent set forth in Section 7 of this Amendment, hereby amended to delete the stricken text (indicated textually in the same manner as the following example: ~~stricken text~~ ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text ) as set forth in the pages of the Security Agreement attached as Annex V hereto (the Security Agreement, as so amended, the “ Amended Security Agreement ”).

(d) By the date that is ninety (90) days after the Amendment No. 2 Effective Date, as such time period may be extended, by not more than additional thirty (30) days, in the Administrative Agent’s reasonable discretion, the applicable Loan Party shall deliver to the Administrative Agent, unless otherwise agreed by the Administrative Agent in its reasonable discretion, the following items: (i) such amendments to the Mortgages of such Loan Party to the extent reasonably necessary to effectuate the transactions contemplated hereby; (ii) with respect to any Mortgage that is amended pursuant to the this paragraph, mortgage modification or bring-down endorsements to the applicable Mortgage Policies, to the extent such endorsements are reasonably available in the applicable jurisdiction; and (iii) such other documentation reasonably requested by the Administrative Agent in connection therewith (including the delivery of local counsel opinions solely with respect to enforceability of any such amendments) to give effect to the transactions contemplated by this Amendment, in each case, in form and substance reasonably satisfactory to the Administrative Agent.

SECTION 6 Representations of the Borrower and each other Loan Party. The Borrower and each other Loan Party hereby represents and warrants to the Administrative Agent and the Incremental Lenders that:

(a) the execution, delivery and performance by each Loan Party of this Amendment and the consummation of the transactions contemplated hereby are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents, (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than any Lien to secure the Secured Obligations pursuant to the Collateral Documents) (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject or (c) violate any Law; except with respect to any conflict, breach, contravention or Lien referred to in clause (b)(i) and (b)(ii), to the extent that such conflict, breach, contravention or Lien could not reasonably be expected to have a Material Adverse Effect;

(b) each Loan Party and each of its Subsidiaries (a) is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under this Amendment and consummate the transactions contemplated hereby, (c) is duly qualified and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification and (d) has all requisite valid and subsisting governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (b)(i) (other than with respect to the Borrower), (c) or (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;

(c) this Amendment has been duly executed and delivered by each Loan Party that is party thereto and constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as such enforceability may be limited by bankruptcy insolvency, reorganization, receivership, moratorium or other laws affecting creditors’ rights generally and by general principles of equity;

(d) no material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Amendment, except for the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect;

(e) neither Holdings nor any Restricted Subsidiary of Holdings is in default under or with respect to, or a party to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and no Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Amendment;

(f) Holdings and its Subsidiaries, on a consolidated basis, after giving effect to the transactions contemplated hereby, are Solvent; and

qualified by materiality) on and as of the Amendment No. 2 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, and except that for purposes of this Section 5 , the representations and warranties contained in Section 5.05(a) and (b) of the Existing Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a) and (b) of the Existing Credit Agreement, respectively.

SECTION 7 Conditions to the Amendment No. 2 Effective Date. This Amendment shall become effective as of the first date (the “ Amendment No. 2 Effective Date ”) when each of the following conditions shall have been satisfied:

(a) The Administrative Agent shall have received from each of (a) the Borrower, (b) each other Loan Party, (c) Lenders under the Existing Credit Agreement (the “ Existing Lenders ”) constituting (i) the Required Lenders and (ii) the Required Revolving Lenders, (d) each Incremental First Lien Term Loan Lender and (e) each Additional Revolving Credit Lender, an executed counterpart hereof or other written confirmation (in form satisfactory to the Administrative Agent) that such party has signed a counterpart hereof.

(b) The Administrative Agent shall have received: (i) a copy of the certificate or articles of incorporation or organization or certificates of formation, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the secretary of state of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such secretary of state or similar Governmental Authority; (ii) a certificate of a Responsible Officer, Secretary or Assistant Secretary of each Loan Party dated the Amendment No. 2 Effective Date and certifying (1) that attached thereto is a true and complete copy of the bylaws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 2 Effective Date, (2) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby, including, in the case of the Borrower, the Borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (3) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (4) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Responsible Officer, Secretary or Assistant Secretary executing the certificate pursuant to this clause (ii); and (iii) a customary certificate, substantially in the form of Exhibit A hereto, from the chief financial officer of Holdings, certifying that Holdings and its Subsidiaries, on a consolidated basis, after giving effect to the transactions contemplated hereby, are Solvent.

(c) The Administrative Agent shall have received a favorable written opinion of Fried, Frank, Harris, Shriver & Jacobson LLP, counsel to the Loan Parties, dated the Amendment No. 2 Effective Date and in form and substance reasonably satisfactory to the Administrative Agent.

(d) The Administrative Agent shall have received (i) a Committed Loan Notice with respect to the Incremental First Lien Term Loans meeting the requirements of Section 2.02 of the Credit Agreement and (ii) a prepayment notice with respect to the Revolving Credit Loan Prepayment, in each case, without regard to the three (3) Business Day notice requirement for the borrowing and/or prepayment of Eurocurrency Rate Loans (and/or continuation and/or conversion of interest periods in connection therewith), which has been waived pursuant to this Amendment.

(e) The Administrative Agent shall have received, at least three (3) Business Days prior to the Amendment No. 2 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, as is reasonably requested in writing by the Administrative Agent at least ten (10) Business Days prior to the Amendment No. 2 Effective Date.

(f) The Administrative Agent or the Lead Arrangers shall have received, for the account of the persons entitled thereto, all fees, expenses or other amounts due to the Lead Arrangers, the Administrative Agent and the Incremental Lenders required to be paid on the Amendment No. 2 Effective Date including:

(i) all accrued and unpaid interest, fees and other amounts then due and payable in respect of the Closing Date Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date;

(ii) all out-of-pocket expenses required to be reimbursed or paid by the Borrower in connection with this Amendment or under any other Loan Documents;

(iii) upfront fees (which may take the form of original issue discount) in respect of the Incremental First Lien Term Loans in an amount equal to 0.25% of the aggregate principal amount of the Incremental First Lien Term Loans funded on the Amendment No. 2 Effective Date; and

(iv) a consent fee, for the account of each Existing Lender that has executed and delivered a counterpart hereof, in an amount equal to 0.25% of the aggregate principal amount of the Revolving Credit Commitments and/or Term Loans, as applicable, held by such Existing Lender on the Amendment Effective Date (for the avoidance of doubt, excluding any Additional Revolving Credit Commitments and any Incremental First Lien Term Loans).

(g) Substantially concurrently with the funding of the Incremental First Lien Term Loans, (i) the Revolving Credit Loan Prepayment shall have been made and (ii) all principal, premium, if any, interest, fees and other amounts due or outstanding under the Second Lien Credit Agreement shall have been paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released.

(h) Prior to and immediately after giving effect to the funding of the Incremental First Lien Term Loans and the effectiveness of the Additional Revolving Credit Commitments and the other transactions contemplated hereby on the Amendment No. 2 Effective Date, (i) the conditions set forth in Section 4.02(a) and (b) of the Existing Credit Agreement shall have been satisfied and (ii) the representations and warranties in Section 5 of this Amendment shall be true and correct in all material respects.

(i) The Administrative Agent shall have received a certificate, duly executed by a Responsible Officer of the Borrower, certifying as to the satisfaction of the conditions referred to in Section 7(h) above.

SECTION 8 . Acknowledgment of Lenders. Each Lender party hereto expressly acknowledges that neither the Administrative Agent nor any Lead Arranger, nor any of their Affiliates nor any of their respective officers, directors, employees, agents or attorneys-in-fact have made any representations or warranties to it and that no act by the Administrative Agent or any Lead Arranger hereafter taken,

including any review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Lead Arranger to any Lender. Each Lender party hereto represents to the Administrative Agent and the Lead Arrangers that it has, independently and without reliance upon the Administrative Agent, any Lead Arranger or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its own decision to provide its Incremental First Lien Term Loans and/or Additional Revolving Credit Commitments hereunder (if applicable) and enter into this Amendment and become a Lender under the Amended Credit Agreement (if applicable). Each Lender party hereto also represents that it will, independently and without reliance upon the Administrative Agent, the Lead Arrangers or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under the Amended Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates. Each Incremental Lender hereby (a) confirms that it has received a copy of the Amended Credit Agreement and each other Loan Document and such other documents (including financial statements) and information as it deems appropriate to make its decision to enter into this Amendment, (b) agrees that it shall be bound by the terms of the Amended Credit Agreement as a Term Lender or Revolving Lender, as the case may be, thereunder and that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Term Lender or Revolving Lender, as the case may be, (c) irrevocably designates and appoints the Administrative Agent as the agent of such Incremental Lender under the Amended Credit Agreement and the other Loan Documents, and each Incremental Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of the Amended Credit Agreement and the other Loan Documents and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms of the Amended Credit Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto, (d) specifies as its lending office and address for notices the offices set forth on the Administrative Questionnaire provided by it to the Administrative Agent prior to the date hereof, (e) acknowledges that this Amendment is a “Loan Document” for all purposes of the Amended Credit Agreement and the other Loan Documents, (f) agrees that this Amendment shall serve as the notice specified in Section 2.14 of the Credit Agreement with respect to the Additional Revolving Credit Commitments, the Incremental First Lien Term Commitments and the Loans made pursuant hereto and waives any time period for delivery of such notice set forth therein and (g) waives any prepayment notice required in connection with the Revolving Credit Loan Prepayment and any prior notice requirement for the borrowing of Eurocurrency Rate Loans (and/or continuation and/or conversion of interest periods in connection therewith).

SECTION 9 . Governing Law. This Amendment shall be governed by and construed and interpreted in accordance with the laws of the State of New York.

SECTION 10 . Confirmation of Guarantees and Security Interests. By signing this Amendment, each Loan Party hereby confirms that (a) its obligations under the Amended Guaranty, the Amended Security Agreement and the other Collateral Documents are hereby reaffirmed, ratified and confirmed in all respects and shall continue to be, in full force and effect in all respects, (b) the obligations of the Loan Parties under the Amended Credit Agreement as modified or supplemented hereby (including with respect to the Incremental First Lien Term Loans and Additional Revolving Credit Commitments contemplated by this Amendment) and the other Loan Documents (i) are entitled to the benefits of the guarantees and the security interests set forth or created in the Amended Guaranty, the Amended Security Agreement, the other Collateral Documents or the other Loan Documents, as applicable, and (ii) constitute “Secured Obligations,” “Guaranteed First Lien Obligations” or other similar term for purposes of the Amended Credit Agreement, the Amended Guaranty, the Amended Security Agreement, the other

Collateral Documents or the other Loan Documents, as applicable, and (c) each Incremental Lender shall be a “Secured Party” and a “Lender” (including without limitation for purposes of the definition of “Required Lenders” contained in Section 1.01 of the Amended Credit Agreement) for all purposes of the Amended Credit Agreement and the other Loan Documents. Each Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to the Administrative Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Secured Obligations as increased hereby.

SECTION 11 . Fees & Expenses. Each of the Loan Parties hereby reconfirms its respective obligations pursuant to Section 10.04 of the Amended Credit Agreement to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent in connection with this Amendment. In addition (and without limiting the foregoing), the Borrower agrees to reimburse the Lead Arrangers for their reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Davis Polk & Wardwell LLP, counsel for the Lead Arrangers. The Borrower hereby confirms that the indemnification provisions set forth in Section 10.05 of the Amended Credit Agreement shall apply to this Amendment (as if each of the Lead Arrangers were “Arrangers” as defined therein) and any other documents prepared in connection herewith and the consummation and administration of the transactions contemplated hereby, and such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs (including settlement costs) expenses and disbursements (including fees, disbursements and charges of counsel) (as more fully set forth therein as applicable) which may arise herefrom or in connection herewith.

SECTION 12 Treatment of Amendment Under FATCA . For purposes of determining withholding Taxes imposed under FATCA, from and after the Amendment No. 2 Effective Date, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Amended Credit Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). As used herein, “ FATCA ” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Amendment (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b) of the Internal Revenue Code or any applicable intergovernmental agreement.

SECTION 13 Amended Credit Agreement Governs . Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of any Lender or the Administrative Agent under the Amended Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any other Loan Document in similar or different circumstances.

SECTION 14 . Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or electronic (i.e., “pdf” or “tif”) transmission shall be effective as delivery of a manually executed counterpart of this Amendment.

its Incremental First Lien Term Loans to any bank, financial institution or other investor identified by any Lead Arranger in writing to the Borrower on or prior to the Amendment No. 2 Effective Date in connection with the primary syndication of the Incremental First Lien Term Loans.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

EWT HOLDINGS III CORP. (f/k/a WTG
HOLDINGS III CORP.), as the Borrower


By	/s/ Ronald C. Keating
	Name:	Ronald C. Keating
	Title:	President and Chief Executive Officer


EWT HOLDINGS II CORP. (f/k/a WTG
HOLDINGS II CORP.), as Holdings


By	/s/ Ronald C. Keating
	Name:	Ronald C. Keating
	Title:	President and Chief Executive Officer


EVOQUA TREATED WATER OUTSOURCING
CORP. (f/k/a SIEMENS TREATED WATER
OUTSOURCING CORP.), as a Guarantor


By
	Name:	Vincent Grieco
	Title:	Secretary


EVOQUA WATER TECHNOLOGIES LLC (f/k/a
SIEMENS WATER TECHNOLOGIES LLC), as a
Guarantor


By
	Name:	Vincent Grieco
	Title:	Senior Vice President, Secretary and General Counsel

[Signature Page to Amendment No. 2]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

EWT HOLDINGS III CORP. (f/k/a WTG
HOLDINGS III CORP.), as the Borrower


By
	Name:		Ronald C. Keating
	Title:		President and Chief Executive Officer


EWT HOLDINGS II CORP. (f/k/a WTG
HOLDINGS II CORP.), as Holdings


By
	Name:		Ronald C. Keating
	Title:		President and Chief Executive Officer


EVOQUA TREATED WATER OUTSOURCING
CORP. (f/k/a SIEMENS TREATED WATER
OUTSOURCING CORP.), as a Guarantor


By		/s/ Vincent Grieco
		Name:	Vincent Grieco
		Title:	Secretary


EVOQUA WATER TECHNOLOGIES LLC (f/k/a
SIEMENS WATER TECHNOLOGIES LLC), as a
Guarantor


By	/s/ Vincent Grieco
	Name:		Vincent Grieco
	Title:		Senior Vice President, Secretary and General Counsel

[Signature Page to Amendment No. 2]

	NEPTUNE-BENSON HOLDING CORP.


	By:	/s/ Vincent Grieco
		Name: Vincent Grieco
		Title: Secretary


	NB FILTRATION HOLDINGS, LLC


	By:	/s/ Vincent Grieco
		Name: Vincent Grieco
		Title: Secretary


	NB INTERMEDIATE HOLDINGS, LLC


	By:	/s/ Vincent Grieco
		Name: Vincent Grieco
		Title: Secretary


	NEPTUNE-BENSON, LLC


	By:	/s/ Vincent Grieco
		Name: Vincent Grieco
		Title: Secretary


	NEPTUNE-BENSON INDUSTRIAL, LLC


	By:	/s/ Vincent Grieco
		Name: Vincent Grieco
		Title: Secretary


	MARANON MEZZANINE HOLDINGS NB, INC.


	By:	/s/ Vincent Grieco
		Name: Vincent Grieco
		Title: Secretary

[Signature Page to Amendment No. 2]

	ENGINEERED TREATMENT SYSTEMS, LLC


	By:	/s/ Vincent Grieco
		Name: Vincent Grieco
		Title: Secretary

[Signature Page to Amendment No. 2]

CREDIT SUISSE AG, CAYMAN ISLANDS
	BRANCH, as Administrative Agent


By:		/s/ Judith E. Smith
		Name: Judith E. Smith
		Title: Authorized Signatory


By:		/s/ D. Andrew Maletta
		Name: D. Andrew Maletta
		Title: Authorized Signatory

[Signature Page to Amendment No. 2]

CREDIT SUISSE AG, CAYMAN ISLANDS
	BRANCH, as Incremental First Lien
	Term Loan Lender


By:		/s/ Judith E. Smith
		Name: Judith E. Smith
		Title: Authorized Signatory


By:		/s/ D. Andrew Maletta
		Name: D. Andrew Maletta
		Title: Authorized Signatory

[Signature Page to Amendment No. 2]

CREDIT SUISSE AG, CAYMAN ISLANDS
	BRANCH, as Additional Revolving
	Credit Lender


By:		/s/ Judith E. Smith
		Name: Judith E. Smith
		Title: Authorized Signatory


By:		/s/ D. Andrew Maletta
		Name: D. Andrew Maletta
		Title: Authorized Signatory

[Signature Page to Amendment No. 2]

MORGAN STANLEY SENIOR FUNDING,
	INC., as Additional Revolving Credit
	Lender


By:		/s/ Robbie Pearson
		Name: Robbie Pearson
		Title: Authorized Signatory

[Signature Page to Amendment No. 2]

ROYAL BANK OF CANADA, as Additional
	Revolving Credit Lender


By:		/s/ Ian C. Blaker
		Name: Ian C. Blaker
		Title: Authorized Signatory

[Signature Page to Amendment No. 2]

Lender Signature Pages

[On file with the Administrative Agent]

ANNEX I

[See attached]

EXECUTION COPY

FIRST LIEN CREDIT AGREEMENT

Dated as of January 15, 2014

among

WTG HOLDINGS III CORP.

as the Borrower,

WTG HOLDINGS II CORP.

as Holdings,

CREDIT SUISSE AG

as Administrative Agent and Collateral Agent

CREDIT SUISSE AG

MORGAN STANLEY BANK, N.A.

ROYAL BANK OF CANADA

UBS AG, STAMFORD BRANCH

GOLDMAN SACHS BANK USA

as L/C Issuers

The Other Lenders Party Hereto,

CREDIT SUISSE SECURITIES (USA) LLC

MORGAN STANLEY SENIOR FUNDING, INC.

RBC CAPITAL MARKETS(1)

UBS SECURITIES LLC

GOLDMAN SACHS BANK USA

as Joint Lead Arrangers and Joint Bookrunners,

MORGAN STANLEY SENIOR FUNDING, INC.

as Syndication Agent,

and

RBC CAPITAL MARKETS

as Documentation Agent

(1) RBC Capital Markets is a marketing name for the investment banking activities of Royal Bank of Canada and its affiliates.

TABLE OF CONTENTS

Section		Page

	ARTICLE I
	DEFINITIONS AND ACCOUNTING TERMS

1.01	Defined Terms	1 2
1.02	Other Interpretive Provisions	65 67
1.03	Accounting Terms	65 68
1.04	Rounding	66 68
1.05	References to Agreements and Laws	66 69
1.06	Times of Day	66 69
1.07	Timing of Payment or Performance	66 69
1.08	Currency Equivalents Generally; Additional Alternative Currencies	66 69
1.09	Letter of Credit Amounts	68 71
1.10	Pro Forma Calculations	68 71
1.11	Basket Calculations	68 71
1.12	Classification of Loans and Borrowings	69 71

	ARTICLE II
	THE COMMITMENTS AND CREDIT EXTENSIONS

2.01	The Loans	69 72
2.02	Borrowings, Conversions and Continuations of Loans	70 73
2.03	Letters of Credit	74 77
2.04	[Reserved]	87 90
2.05	Prepayments	87 90
2.06	Termination or Reduction of Commitments	96 99
2.07	Repayment of Loans	97 100
2.08	Interest	99 102
2.09	Fees	99 103
2.10	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	~~100~~ 103
2.11	Evidence of Indebtedness	~~101~~ 104
2.12	Payments Generally; Administrative Agent’s Clawback	~~101~~ 105
2.13	Sharing of Payments	~~104~~ 107
2.14	Incremental First Lien Facilities	~~105~~ 108
2.15	Cash Collateral	~~110~~ 114
2.16	Defaulting Lenders	~~111~~ 115

	ARTICLE III
	TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY

3.01	Taxes	~~113~~ 117
3.02	Illegality	~~117~~ 120
3.03	Inability to Determine Rates	~~118~~ 121
3.04	Increased Cost and Reduced Return; Capital Adequacy	~~118~~ 122

3.05	Funding Losses	~~119~~ 123
3.06	Matters Applicable to All Requests for Compensation	~~119~~ 123
3.07	Replacement of Lenders under Certain Circumstances	~~121~~ 124
3.08	Survival	~~122~~ 125

	ARTICLE IV
	CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01	Conditions to Initial Credit Extension	~~122~~ 126
4.02	Conditions to All Credit Extensions	~~126~~ 130

	ARTICLE V
	REPRESENTATIONS AND WARRANTIES

5.01	Existence, Qualification and Power; Compliance with Laws	~~128~~ 131
5.02	Authorization; No Contravention	~~128~~ 132
5.03	Governmental Authorization; Other Consents	~~128~~ 132
5.04	Binding Effect	~~129~~ 132
5.05	Financial Statements; No Material Adverse Effect	~~129~~ 132
5.06	Litigation	~~130~~ 133
5.07	No Default	~~130~~ 133
5.08	Ownership of Property; Liens	~~130~~ 134
5.09	Environmental Matters	~~130~~ 134
5.10	Taxes	~~131~~ 134
5.11	ERISA Compliance	~~131~~ 135
5.12	Subsidiaries; Equity Interests	~~132~~ 136
5.13	Margin Regulations; Investment Company Act	~~132~~ 136
5.14	Disclosure	~~132~~ 136
5.15	Compliance with Laws	~~133~~ 137
5.16	Intellectual Property	~~133~~ 137
5.17	Solvency	~~133~~ 137
5.18	Labor Matters	~~133~~ 137
5.19	Perfection, Etc.	~~134~~ 138
5.20	OFAC and PATRIOT Act Compliance	~~134~~ 138
5.21	Anti-Corruption Compliance	~~134~~ 138
5.22	OFAC	~~134~~ 138
5.23	Designation as Senior Debt	~~134~~ 138

	ARTICLE VI
	AFFIRMATIVE COVENANTS

6.01	Financial Statements	~~135~~ 139
6.02	Certificates; Other Information	~~136~~ 140
6.03	Notices	~~139~~ 142
6.04	Payment of Obligations	~~139~~ 143
6.05	Preservation of Existence, Etc.	~~139~~ 143
6.06	Maintenance of Properties	~~140~~ 143

6.07	Maintenance of Insurance	~~140~~ 144
6.08	Compliance with Laws	~~140~~ 144
6.09	Books and Records	~~140~~ 144
6.10	Inspection Rights	~~140~~ 144
6.11	Use of Proceeds	~~141~~ 144
6.12	Covenant to Guarantee Obligations and Give Security	~~141~~ 145
6.13	Compliance with Environmental Laws	~~144~~ 148
6.14	Further Assurances, Post Closing Obligations	~~144~~ 148
6.15	Maintenance of Ratings	~~146~~ 150
6.16	Conference Calls	~~146~~ 150
6.17	ERISA	~~146~~ 150

	ARTICLE VII
	NEGATIVE COVENANTS

7.01	Liens	~~147~~ 151
7.02	Investments	~~151~~ 155
7.03	Indebtedness	~~154~~ 158
7.04	Fundamental Changes	~~158~~ 162
7.05	Dispositions	~~159~~ 163
7.06	Restricted Payments	~~161~~ 165
7.07	Change in Nature of Business	~~164~~ 168
7.08	Transactions with Affiliates	~~164~~ 168
7.09	Burdensome Agreements	~~165~~ 169
7.10	Use of Proceeds	~~166~~ 170
7.11	Maximum First Lien Leverage Ratio	~~166~~ 170
7.12	Amendments of Organization Documents	~~166~~ 170
7.13	Accounting Changes	~~167~~ 170
7.14	Prepayments, Etc. of Indebtedness and Modifications of Certain Debt Instruments	~~167~~ 170
7.15	Holding Companies	~~168~~ 171

	ARTICLE VIII
	EVENTS OF DEFAULT AND REMEDIES

8.01	Events of Default	~~168~~ 172
8.02	Remedies Upon Event of Default	~~171~~ 175
8.03	Right to Cure	~~172~~ 175
8.04	Application of Funds	~~173~~ 177

	ARTICLE IX
	ADMINISTRATIVE AGENT AND OTHER AGENTS

9.01	Appointment and Authorization of Agents	~~174~~ 178
9.02	Delegation of Duties	~~175~~ 179
9.03	Liability of Agents	~~175~~ 179
9.04	Reliance by Agents	~~176~~ 180
9.05	Notice of Default	~~176~~ 180

iii

9.06	Credit Decision; Disclosure of Information by Agents	~~177~~ 180
9.07	Indemnification of Agents	~~177~~ 181
9.08	Agents in their Individual Capacities	~~178~~ 181
9.09	Successor Agents	~~178~~ 182
9.10	Administrative Agent May File Proofs of Claim	~~179~~ 183
9.11	Collateral and Guaranty Matters	~~180~~ 184
9.12	Secured Cash Management Agreements and Secured Hedge Agreements	~~181~~ 185
9.13	Other Agents; Arranger and Managers	~~181~~ 185
9.14	Appointment of Supplemental Administrative Agents	~~182~~ 185
9.15	Withholding	~~182~~ 186

	ARTICLE X
	MISCELLANEOUS

10.01	Amendments, Etc.	~~183~~ 186
10.02	Notices; Effectiveness; Electronic Communications	~~187~~ 191
10.03	No Waiver; Cumulative Remedies; Enforcement	~~189~~ 193
10.04	Expenses and Taxes	~~190~~ 193
10.05	Indemnification by the Borrower	~~190~~ 194
10.06	Payments Set Aside	~~192~~ 196
10.07	Successors and Assigns	~~193~~ 196
10.08	Confidentiality	~~199~~ 203
10.09	Setoff	~~200~~ 204
10.10	Interest Rate Limitation	~~201~~ 205
10.11	Counterparts	~~201~~ 205
10.12	Integration; Effectiveness	~~201~~ 205
10.13	Survival of Representations and Warranties	~~202~~ 205
10.14	Severability	~~202~~ 206
10.15	Governing Law; Jurisdiction; Etc.	~~202~~ 206
10.16	WAIVER OF RIGHT TO TRIAL BY JURY	~~203~~ 207
10.17	Binding Effect	~~203~~ 207
10.18	No Advisory or Fiduciary Responsibility	~~204~~ 207
10.19	Affiliate Activities	~~204~~ 208
10.20	Electronic Execution of Assignments and Certain Other Documents	~~205~~ 209
10.21	USA PATRIOT ACT; “Know Your Customer” Checks	~~205~~ 209
10.22	Judgment Currency	~~206~~ 210
10.23	Intercreditor Agreement	~~206~~ 210
10.24	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	210

SCHEDULES

I		Guarantors
II		Trade L/Cs
III		Immaterial Subsidiaries
2.01		Commitments and Pro Rata Shares
5.08(b)		Material Real Property
5.09		Environmental Matters
5.11(d)		Pension Plans
5.12		Subsidiaries and Other Equity Investments
5.16		Intellectual Property
5.18		Labor Matters
6.14		Initial Mortgaged Properties
7.01		Existing Liens
7.02		Existing Investments
7.03		Existing Indebtedness
7.08		Existing Affiliate Transactions
10.02		Administrative Agent’s Office, Certain Addresses for Notices

EXHIBITS

		Form of

A		Committed Loan Notice
B		[Reserved]
C-1		Term Note
C-2		Revolving Credit Note
D		Compliance Certificate
E-1		Assignment and Assumption
E-2		Affiliated Lender Assignment and Assumption
E-3		Administrative Questionnaire
F-1		Holdings Guaranty
F-2		Subsidiary Guaranty
G		Security Agreement
H		Intellectual Property Security Agreement
I		Opinion Matters — Counsel to the Loan Parties
J		Solvency Certificate
K		Discounted Prepayment Option Notice
L		Lender Participation Notice
M		Discounted Voluntary Prepayment Notice
N		U.S. Tax Compliance Certificate
O		Cash Management/Secured Hedge Notice
P		Intercompany Note
Q		Intercreditor Agreement

FIRST LIEN CREDIT AGREEMENT

PRELIMINARY STATEMENTS

On the Incremental First Lien Commitments Effective Date (as defined in Amendment No. 1), the Borrower obtained Incremental 2016 First Lien Term Loans (as defined in Amendment No. 1) pursuant to that certain Incremental Term Facility Amendment No. 1 dated as of April 15, 2016 among the Borrower, Holdings, the Incremental First Lien Lenders party thereto and the First Lien Administrative Agent (“ Amendment No. 1 ”) on the terms and conditions set forth in Amendment No. 1.

On the Amendment No. 2 Effective Date, the Borrower intends to prepay in full (a) all Second Lien Loans outstanding immediately prior to the Amendment No. 2 Effective Date, together with all accrued and unpaid interest thereon and fees in respect thereof (the “ Specified Junior Debt Repayment ”), and (b) all Revolving Credit Loans outstanding immediately prior to the Amendment No. 2 Effective Date, together with all accrued and unpaid interest thereon and fees in respect thereof, and in connection therewith, the Borrower has requested (i) incremental term loans (which incremental term loans shall constitute an upsize to the tranche of Term Loans borrowed on the Closing Date) in an aggregate principal amount of $150,000,000, (ii) additional Revolving Credit Commitments in an aggregate principal amount of $20,000,000 and (iii) certain other modifications to this Agreement as set forth herein.