Amended and Restated Commitment LetterCommitment Letter • November 3rd, 2016 • Open Text Corp • Services-computer integrated systems design • New York
You (the “Borrower”) have advised Barclays, Citigroup Global Markets Inc. (“CGMI”), Royal Bank of Canada (“Royal Bank”) and RBC Capital Markets.1 (“RBCCM” and, together with Barclays, CGMI and Royal Bank, the “Commitment Parties,” “us” or “we”) that (a) you entered into a Master Acquisition Agreement dated as of September 12, 2016 including the schedules and exhibits thereto (as amended in accordance with the terms of this Commitment Letter (as defined below) and in effect from time to time, the “Acquisition Agreement”) to effect an acquisition (the “Acquisition”) of a line of business (the “Acquired Business”) from a group of companies identified to us as “Echo” (collectively, the “Seller”) and (b) in connection with the consummation of the Acquisition (the date thereof being, the “Closing Date”), you intend to incur a first lien term loan facility in an aggregate principal amount of up to $1,000.0 million (the “Term Facility”). You have further advised us that the proceeds of the Ter
